Adam Rymer
CHIPOTLE MEXICAN GRILLAbout Adam Rymer
Adam Rymer, 43, is Chipotle’s Chief Financial Officer (appointed October 1, 2024). He joined Chipotle in 2009 and previously served as Vice President of Finance, with earlier finance roles at Rock Bottom Restaurants and Travelocity; he also operated a Which Wich franchise. Rymer holds a BBA in Finance from the University of Texas at Austin . Company performance around his promotion: FY2024 revenue grew 14.6% to $11.3B, comps rose 7.4%, and restaurant-level operating margin reached 26.7% . Chipotle cites a 3-year total annualized TSR of 20% in its CD&A .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chipotle Mexican Grill | CFO | 2024–present | Oversees corporate and field FP&A, reporting, tax, treasury, IR; accelerated into CFO role during CEO transition |
| Chipotle Mexican Grill | VP Finance; roles in Finance & People Experience | 2009–2024 | Built finance bench; supported long-tenured CFO; institutional knowledge in growth, margin, capital deployment |
| Rock Bottom Restaurants | Corporate finance roles | Not disclosed | Restaurant finance experience prior to Chipotle |
| Travelocity | Corporate finance roles | Not disclosed | E-commerce/consumer finance experience |
| Which Wich | Franchisee | Not disclosed | Operator perspective on unit economics and execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chipotle Cultivate Foundation | Treasurer | Not disclosed | Governance role in company-affiliated nonprofit |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $650,000 | Set upon CFO appointment effective 10/1/2024 |
| Target Bonus (% of salary) | 90% | AIP target increased to 90% on promotion |
| Actual Bonus Paid ($) | $452,996 | 175% of target for 2024, prorated for time in role |
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|---|
| AIP – Company Performance Factor (CPF) | Comparable Restaurant Sales (CRS) growth | 40% | 4.4–5.4% | 7.4% | Above target; contributed to CPF 176% |
| AIP – Company Performance Factor (CPF) | Restaurant Cash Flow (RCF) margin % | 40% | 26.0–26.5% | 26.7% | Above target; contributed to CPF 176% |
| AIP – Company Performance Factor (CPF) | Site Assessment Requests (SARs) | 20% | 430 | 460 | At maximum; CPF totaled 176% |
| AIP – Individual Performance Factor (IPF) | Individual goals | 25% of AIP | Committee-set | Rymer IPF 160% | Added to payout |
| Brand Purpose Modifier | Food & Animals (local produce lbs) | +5% if above target | 41–43M lbs | >47M lbs | +5% modifier |
| Brand Purpose Modifier | People (turnover spread) | 0% if within target | ±4% of non-diverse | 3.2% less | 0% modifier |
| Brand Purpose Modifier | Environment (Scope 1 & 2 reduction) | 0% if within target | 10–15% reduction | 14.6% reduction | 0% modifier |
| AIP Payout Mechanics | Caps/deferrals | — | Max 275% of target; >200% paid in DSUs with mandatory deferral | — | DSU deferral policy for >200% earnouts |
| Food Safety Modifier | Negative-only | — | Up to -20% reduction | Not applied | No reduction given KPIs |
| LTI Type | Grant Date | Quantity | Terms | Fair Value |
|---|---|---|---|---|
| 2024 PSUs | 2/9/2024 | 6,650 target units | 3-year performance (2024–2026) on cumulative base RCF dollars and total NROs; pay only on ≥threshold | $350,901 |
| 2024 SOSARs | 2/9/2024 | 20,750 | 7-year term; vest 50% at 2nd and 3rd anniversaries; exercise price $52.77 (post-split) | $350,351 |
| Retention RSUs | 8/22/2024 | 56,128 | Vests 1/3 on each of the first three anniversaries of grant (time-based) | $3,000,042 |
| Promotion RSUs | 10/1/2024 | 13,119 | Vests 50% on the 2nd and 3rd anniversaries of grant | $750,013 |
Notes:
- 2024 executive LTI mix emphasized variable pay: ~60% PSUs and ~40% SOSARs for most executives .
- Award timing followed trading-window governance; RSUs for retention/promotion approved Aug 22, 2024, promotion RSU effective Oct 1, 2024 .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 85,684 shares (15,884 outstanding; 69,800 right to acquire via vested SOSARs within 60 days of April 15, 2025) |
| Ownership as % of shares outstanding | ~0.006% of 1,347,974,989 shares (calc using 85,684 ÷ 1,347,974,989) |
| Vested vs. unvested | 69,800 SOSARs vested/exercisable within 60 days of April 15, 2025; time-based RSUs from Aug 22, 2024 and Oct 1, 2024 remain unvested per schedules above |
| Stock ownership guidelines (CFO) | 4× base salary; 5 years to comply; if off-track after 3 years, retention requirements apply |
| Compliance status | In compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited; no margin accounts or pledging permitted by policy |
| Clawback | Board must recoup incentive comp upon restatement; may require forfeiture for egregious conduct; exceeds NYSE standard |
Employment Terms
- Appointment and background: CFO effective Oct 1, 2024; 15-year Chipotle veteran; reporting to CEO .
- Severance Plan (non-CIC): If terminated without cause or resigns for good reason, CFO eligible for cash severance equal to 1.5× (base + target AIP), prorated AIP, 18 months employer health cost, pro‑rata vesting of unvested equity (performance based vesting on actual results), SOSARs exercisable for 12 months; release and restrictive covenants required .
- Change-in-Control (double-trigger): 2× (base + target AIP), prorated AIP, 2 years employer health cost; full vesting of LTI (PSUs vest at greater of target or actual through change date); no tax gross-up; release and covenants required .
- Estimated payouts (disclosed values, as of 12/31/2024):
- Termination without cause/for good reason: Salary $975,000; Bonus $1,330,496; Annual equity grants $3,356,089; Benefits $20,110 .
- CIC double-trigger: Salary $1,300,000; Bonus $1,622,996; Annual equity grants $8,510,990; Benefits $26,813 .
- Death/Disability: Annual equity grants $8,334,673 .
- Non-compete/garden leave: Not expressly disclosed; severance plan includes confidentiality, non‑solicitation, non‑disparagement restrictions .
Compensation Structure Analysis
- Increased at-risk pay alignment: AIP and LTI structure emphasize performance (CPF 75% with CRS, RCF margin, SARs; IPF 25%; Brand Purpose ±15%; food safety negative-only modifier), linking payouts to growth and unit economics .
- 2024 transition awards: Time-based retention RSUs ($3.0M) and promotion RSUs ($0.75M) support leadership continuity amid CEO change—creates scheduled vesting that can contribute to insider supply near anniversaries, but preserves retention incentives .
- No shareholder-unfriendly features: No hedging/pledging; no single-trigger CIC acceleration; no option/SAR repricing; clawback exceeds NYSE .
Vesting Schedules and Insider Selling Pressure
- Upcoming vesting vectors:
- Retention RSUs (56,128): 1/3 on 1st, 2nd, 3rd anniversaries of 8/22/2024 .
- Promotion RSUs (13,119): 50% on 2nd and 3rd anniversaries of 10/1/2024 .
- 2024 SOSARs (20,750): 50% vest on 2nd and 3rd anniversaries of 2/9/2024; exercisable thereafter at $52.77 .
- 2024 PSUs (6,650 target): Performance measurement 2024–2026 on cumulative base RCF dollars and NROs .
- Near-term supply: Already-vested SOSARs (69,800 exercisable within 60 days as of April 15, 2025) represent potential transactional activity; policy bans hedging/pledging, and AIP DSU deferral applies only when payout >200% (Rymer’s 2024 payout 175%) .
Say-on-Pay & Governance Signals
- 2024 say-on-pay approval: ~94% support, indicating shareholder alignment with compensation framework .
- Board oversight and policy: Strong governance practices; independent Chairman; robust stock ownership requirements; active shareholder engagement .
Investment Implications
- Pay-for-performance alignment: CFO incentives tied to comps growth, restaurant cash flow margin, and site pipeline; long-dated PSUs linked to cumulative cash flow and new openings support durable unit economics and expansion .
- Retention risk mitigated: Transition-time retention RSUs and severance/CIC protections reduce near-term turnover risk amid executive changes, but create time-based vesting events that can add periodic supply; monitor 8/22 and 10/1 anniversaries for potential insider activity .
- Shareholder-friendly design: No hedging/pledging, enhanced clawback, no repricing, and double-trigger CIC reduce governance red flags and potential misalignment; ownership at 4× salary guideline and in-compliance status further align CFO and shareholders .
- Key watch items: AIP CPF drivers (CRS, RCF margin) and PSU metrics (RCF dollars, NROs) are primary levers for CFO’s realized pay—sensitivity to food inflation, labor throughput, and site pipeline pacing will influence compensation outcomes and insider exercise behavior .
All data above are sourced from Chipotle’s 2025 Proxy Statement (DEF 14A) and related 8-K filings with the SEC, as cited.