8-KLeadership ChangesRegulation FDExhibits & Filings

CHIPOTLE MEXICAN GRILL INC 8-K Report, Executive Changes (May 7, 2025)

Filed May 7, 2025For Securities:CMG

Summary

Chipotle Mexican Grill, Inc. (CMG) has announced a significant change in its operational leadership with the appointment of Jason Kidd as the new Chief Operating Officer (COO), effective May 19, 2025. Mr. Kidd brings extensive experience from his previous COO role at Taco Bell and various operational leadership positions at large retailers like Walmart and 99 Cents Only Stores. This appointment signals a strategic move to bolster operational oversight for Chipotle's expanding restaurant portfolio of nearly 3,800 locations, with Mr. Kidd reporting directly to CEO Scott Boatwright. His compensation package includes a substantial base salary, annual cash incentives, a signing bonus, and significant equity awards totaling approximately $3 million in grant date value for new hire awards and $3 million for 2026 annual awards, reflecting the company's investment in key executive talent. Concurrently, Chipotle announced the planned retirement of President and Chief Strategy Officer, Jack Hartung, effective June 1, 2025, after a long tenure with the company, including significant roles as CFO. Mr. Hartung will transition to a senior advisor role until his retirement in early March 2026, providing continuity and support during this executive transition. While his compensation will be adjusted to reflect his non-executive role, his continued involvement in an advisory capacity is intended to ensure a smooth handover. These executive changes, along with the expansion of responsibilities for Curt Garner and Chris Brandt, are aimed at supporting Chipotle's continued growth and strategic initiatives.

Key Highlights

  • 1Appointment of Jason Kidd as Chief Operating Officer (COO) effective May 19, 2025.
  • 2Mr. Kidd brings substantial operational experience from Taco Bell and major retail companies.
  • 3Mr. Kidd's compensation package includes a $675,000 base salary, 90% annual cash incentive target, $150,000 signing bonus, and approximately $3 million in new hire equity awards.
  • 4Jack Hartung, President and Chief Strategy Officer, will step down from his executive role on June 1, 2025, and transition to a senior advisor role until his retirement in March 2026.
  • 5Mr. Hartung's transition aims to ensure smooth executive succession and leverage his experience.
  • 6No immediate compensation changes are planned for Curt Garner (Chief Customer and Technology Officer) and Chris Brandt (Chief Brand Officer) as their roles expand.
  • 7The announcement was made via a press release on May 6, 2025, and is filed under Item 5.02 and disclosed under Item 7.01.

Frequently Asked Questions

The new Chief Operating Officer is Jason Kidd, age 50. He has a strong operational background, most recently serving as Chief Operating Officer of Taco Bell. Prior to that, he held leadership roles at Hearing Lab Technology, 99 Cents Only Stores, and Walmart Inc., accumulating extensive experience in managing large-scale retail and restaurant operations.

Mr. Kidd will receive an annual base salary of $675,000, an annual cash incentive target of 90% of his base salary, and a cash signing bonus of $150,000. He will also receive new hire equity awards with a total grant date value of approximately $3,000,000, vesting over two and three years, and is set to receive approximately $3,000,000 in annual equity awards for 2026.

Jack Hartung, Chipotle's President and Chief Strategy Officer, will step down from his executive role on June 1, 2025. He will remain with the company as a senior advisor until his retirement in early March 2026. This transition is intended to ensure continuity and smooth succession planning, especially following recent CEO and CFO transitions. His compensation will be adjusted to reflect his non-executive advisor role.

As part of Mr. Hartung's transition, Curt Garner, Chief Customer and Technology Officer, will expand his responsibilities to include supply chain oversight, becoming President, Chief Strategy and Technology Officer. Chris Brandt, Chief Brand Officer, will lead a cross-functional team for menu and ingredient processes as President, Chief Brand Officer. No compensation changes are planned for Mr. Garner or Mr. Brandt at this time.