CHIPOTLE MEXICAN GRILL INC
For the period ended Jun 11, 2026. Filed Apr 28, 2026.
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Jun 11, 2026 · Filed Apr 28, 2026
Contents
Pay Versus Performance Table
As described in “Compensation Discussion and Analysis,” our Compensation, People and Culture Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of financial, operational and strategic goals that we believe enhance long-term shareholder value. The table below sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2021 through 2025:
| Value of Initial Fixed $100 Investment Based On: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal Year | Summary Compensation Table Total for CEO Brian R Niccol (a) | Compensation Actually Paid to CEO Brian R Niccol (b) | Summary Compensation Table Total for CEO Scott Boatwright (a) | Compensation Actually Pai dto CEO Scott Boatwright (b) | AverageSummary Compensation Table Total for Non-CEO NEOs (c) | Average Compensation Actually Paid to Non-CEO NEOs (d) | CMG Total Shareholder Return (e) | Peer Group Total Shareholder Return (f) | Net Income ($ millions) (g) | Company Selected Measure (CSM) - RCF Dollars ($ millions) (h) |
| 2025 | $0 | $0 | $15,455,736 | ($16,022,852) | $6,069,267 | ($14,522,651) | $133 | $124 | $1,536 | $3,026 |
| 2024 | $22,139,926 | ($55,032,138) | $19,137,518 | $33,415,960 | $12,732,330 | $24,542,185 | $217 | $126 | $1,534 | $3,018 |
| 2023 | $22,473,427 | $95,261,876 | $0 | $0 | $7,195,337 | $28,967,744 | $165 | $123 | $1,229 | $2,586 |
| 2022 | $17,186,153 | ($16,848,694) | $0 | $0 | $6,500,834 | ($6,223,351) | $100 | $109 | $899 | $2,062 |
| 2021 | $17,880,580 | $66,215,877 | $0 | $0 | $5,402,915 | $22,935,919 | $126 | $121 | $653 | $1,707 |
Column (a). Reflects compensation amounts reported in the Summary Compensation Table for our former CEO, Brian Niccol, and current CEO, Scott Boatwright, for the respective years shown.
Column (b). Reflects the respective amounts set forth in columns (a) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in columns (b) of the table above do not reflect the actual amount of compensation earned, realized or received by the CEOs during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our Compensation, People and Culture Committee regarding the CEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and the tables and narrative explanations reporting pay for the fiscal years covered in the table above.
| Year | Summary Compensation Table Total for Brian Niccol | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to Brian Niccol |
|---|---|---|---|---|---|---|---|
| 2024 | $22,139,926 | $20,711,924 | $0 | $0 | $7,424,688 | $63,884,828 | ($55,032,138) |
| 2023 | $22,473,427 | $15,501,159 | $52,191,463 | $28,407,137 | $7,691,008 | $0 | $95,261,876 |
| 2022 | $17,186,153 | $13,501,795 | $7,812,978 | ($17,794,792) | ($10,551,238) | $0 | ($16,848,694) |
| 2021 | $17,880,580 | $12,001,072 | $29,796,775 | $29,160,321 | $1,379,272 | $0 | $66,215,877 |
| Year | Summary Compensation Table Total for Scott Boatwright | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to Scott Boatwright |
|---|---|---|---|---|---|---|---|
| 2025 | $15,455,736 | ($13,000,009) | $1,707,440 | ($17,065,712) | ($3,120,307) | $0 | ($16,022,852) |
| 2024 | $19,137,518 | $16,622,004 | $21,604,316 | $7,279,143 | $2,016,987 | $0 | $33,415,960 |
Column (c). The following non-CEO NEOs are included in the average amounts for each year shown:
2025: Jack Hartung, Curt Garner, Christopher Brandt, Adam Rymer, Roger Theodoredis
2024: Jack Hartung, Curt Garner, Christopher Brandt, Adam Rymer, Roger Theodoredis
2023: Jack Hartung, Curt Garner, Christopher Brandt and Scott Boatwright
2022: Jack Hartung, Curt Garner, Christopher Brandt, Scott Boatwright and Marissa Andrada
2021: Jack Hartung, Curt Garner, Christopher Brandt and Scott Boatwright
64 | 2026 Proxy Statement
Column (d). Reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned, realized, or received by the non-CEO NEOs during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information about the decisions made by our Compensation, People and Culture Committee regarding the non-CEO NEOs’ compensation for each fiscal year, see “Compensation Discussion and Analysis” and the related tables and narrative explanations reporting pay for the fiscal years covered in the table above.
| Year | Summary Compensation Table Total for Non-CEO NEOs | Less: SummaryCompensationTable TotalEquity (StockAwards +OptionAwards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Average Compensation Actually Paid to Non-CEO NEOs |
|---|---|---|---|---|---|---|---|
| 2025 | $6,069,267 | ($4,950,060) | $901,210 | ($14,970,067) | ($1,573,000) | $0 | ($14,522,651) |
| 2024 | $12,732,330 | $10,650,010 | $14,483,857 | $6,412,101 | $1,563,907 | $0 | $24,542,185 |
| 2023 | $7,195,337 | $4,876,808 | $16,111,788 | $7,931,308 | $2,606,119 | $0 | $28,967,744 |
| 2022 | $6,500,834 | $4,952,583 | $2,987,539 | ($4,482,629) | ($3,707,258) | $2,569,255 | ($6,223,351) |
| 2021 | $5,402,915 | $3,313,428 | $8,226,718 | $10,490,185 | $2,129,529 | $0 | $22,935,919 |
Column (e). For the relevant fiscal year, represents the cumulative TSR of Chipotle through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2020.
Column (f). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Restaurants Index (Peer Group TSR) through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2020 and dividends were reinvested.
Column (g). Reflects net income in Chipotle’s Consolidated Income Statements included in the company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
Column (h). Company Selected Measure (“CSM”) is Restaurant Cash Flow Dollars (“RCF Dollars”), which is calculated as the company’s total revenue less restaurant operating costs (exclusive of depreciation and amortization) for the applicable company fiscal year.
PAY FOR PERFORMANCE ALIGNMENT
The following table identifies the four most important performance measures used by our Compensation, People and Culture Committee to link the compensation actually paid (“CAP”) to our CEOs and other NEOs in 2025 to company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in “Compensation Discussion and Analysis” above.
| Most Important Performance Measures | |
| Restaurant Cash Flow (RCF) Dollars | Comparable Restaurant Sales (CRS) Growth |
| Site Assessment Requests (SARs) | RCF Margin % |
2026 Proxy Statement | 65
The charts below reflect the relationship of CAP to our CEOs and other NEOs in each of 2021, 2022, 2023, 2024 and 2025 to (1) TSR of both Chipotle (“CMG”) and the S&P 500 Restaurants Index, (2) CMG net income and (3) CMG RCF Dollars.
CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals for outstanding PSU grants. For a discussion of how our Compensation, People and Culture Committee assessed Chipotle’s performance and our NEOs pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in our proxy statements for 2021 through 2024.
66 | 2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.