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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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        The limited liability and indemnification provisions in our certificate of incorporation, bylaws and indemnification agreements may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty and may reduce the likelihood of derivative litigation against our directors and officers, even though a derivative action, if successful, might otherwise benefit us and our shareholders. A shareholder's investment in us may be adversely affected to the extent we pay the costs of settlement or damage awards against our directors and officers under these indemnification provisions.

        There is no pending litigation or proceeding involving any director, officer or employee where indemnification is sought, nor are we aware of any threatened litigation that may result in indemnification claims.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and controlling persons of us under the foregoing provisions or otherwise, we've been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Directors' Compensation

        Each non-employee director will receive an annual cash retainer of $            and an annual grant of            . We'll pay non-employee directors $            for each meeting of the board of directors that they attend and $            for each meeting of a committee of the board of directors that they attend. Annual retainers will be paid to the chairperson of each committee of the board of directors as follows: $            for the audit committee chairperson and $            for each of the compensation committee chairperson and the nominating/governance committee chairperson. Directors will also be reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance.

Executive Compensation

        The following table sets forth certain information concerning the compensation of those persons who were, at December 31, 2004, the Chief Executive Officer and our executive officers (the "named executive officers").

Summary Compensation Table

 
   
  Annual Compensation
  Long-Term Compensation
   
Name and Principal Position

  Year
  Salary ($)
  Bonus ($)
  Other Annual
Compensation ($)(1)

  Options /
SARS (#)(2)

  LTIP($)
  All Other
Compensation ($)(3)

M. Steven Ells
Chief Executive Officer
  2004
2003
2002
  367,115
314,990
271,421
  297,101
411,938
223,855
 

  75,000
74,500
60,000
 
90,636
27,951
  31,162
23,345
16,629
John R. Hartung(4)
Chief Finance and
    Development Officer
  2004
2003
2002
  284,213
260,564
204,430
  159,779
235,689
129,138
  58,794
74,941
  55,000
41,500
40,000
 

  20,796
15,644
21,555
Robert D. Wilner(4)
Chief Administrative
    Officer
  2004
2003
2002
  234,784
219,061
182,336
  123,024
180,417
108,737
  327,394
69,980
32,225
  40,000
41,500
40,000
 

  16,608
13,112
17,534
Kevin Reddy(4, 5)
Chief Operating Officer
  2004
2003
2002
  297,150
269,742
233,251
  151,214
243,558
141,525
 

  55,000
41,500
40,000
 
39,410
10,082
  21,628
17,178
25,578

(1)
Includes (i) for 2004, $38,076 and $101,721 in temporary housing and relocation expenses for Mr. Hartung and Mr. Wilner, respectively, and a $214,500 payment to Mr. Wilner to cover a loss on the sale of his home

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