8-KLeadership ChangesExhibits & Filings

CHIPOTLE MEXICAN GRILL INC 8-K Report, Executive Changes (Feb 15, 2018)

Filed February 15, 2018For Securities:CMG

Summary

Chipotle Mexican Grill Inc. announced a significant leadership change with the appointment of Brian R. Niccol as its new Chief Executive Officer and a member of the Board of Directors, effective March 5, 2018. Mr. Niccol brings extensive experience from his previous role as CEO of Taco Bell, a division of Yum! Brands, where he was instrumental in driving growth and innovation. His appointment signals a strategic shift for Chipotle as it looks to revitalize its brand and operations. This transition comes with a comprehensive compensation package designed to attract and retain top talent, including a substantial base salary, performance-based bonus opportunities, and significant equity awards. The company is clearly investing heavily in Mr. Niccol's leadership to navigate challenges and capitalize on future opportunities, aiming to restore investor confidence and enhance shareholder value.

Key Highlights

  • 1Appointment of Brian R. Niccol as CEO and Board Member, effective March 5, 2018.
  • 2Mr. Niccol's prior experience includes serving as CEO of Taco Bell, a division of Yum! Brands.
  • 3Niccol's compensation includes a $1.2 million base salary, target annual bonus of 150% of base salary, and maximum bonus of 225%.
  • 4Significant equity awards include performance shares ($3.0M target), stock appreciation rights ($2.0M sign-on, $4.0M make-whole), and restricted stock units ($9.65M make-whole).
  • 5Niccol will receive a $1.0 million signing bonus, repayable under specific termination conditions.
  • 6Employment agreement includes non-compete and non-solicitation clauses for a specified period.
  • 7Severance package provides for two times base salary plus target bonus if terminated without cause or by Niccol for good reason prior to the fifth anniversary of employment.

Frequently Asked Questions

Brian R. Niccol, 43, has been appointed as the new Chief Executive Officer and a Board Member of Chipotle. He previously served as the Chief Executive Officer of Taco Bell, a division of Yum! Brands, from 2015. His experience at Yum! Brands also includes roles such as President of Taco Bell and various executive positions at Pizza Hut. He also has a background in brand management from Procter & Gamble Co.

Mr. Niccol's compensation package includes an annualized base salary of $1.2 million, a target annual bonus of 150% of his base salary (guaranteed for 2018), and a maximum annual bonus of 225% of his base salary. He will also receive substantial equity awards, including performance shares, stock appreciation rights, and restricted stock units totaling millions of dollars, as well as a $1.0 million signing bonus.

Mr. Niccol's offer letter includes provisions for severance payments equivalent to two times his annual base salary plus target annual bonus if his employment is terminated by Chipotle without cause or by him for good reason before the fifth anniversary of his start date. He has also agreed to non-compete and non-solicitation clauses, preventing him from engaging in similar restaurant businesses in the continental U.S. for one year after employment and prohibiting him from soliciting Chipotle employees or business relations for two years post-employment.