Albert Baldocchi
CHIPOTLE MEXICAN GRILLAbout Albert Baldocchi
Albert Baldocchi (age 71) has served on Chipotle’s board since 1997 and is currently an independent director. He is a self-employed financial consultant and strategic advisor since 2000, with a prior career as a senior investment banker at Morgan Stanley, Salomon Brothers, and Montgomery Securities. He holds a B.S. in Chemical Engineering (UC Berkeley) and an MBA (Stanford). The board cites his deep restaurant finance, operations, and strategy expertise and strong accounting/finance capabilities as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley; Salomon Brothers; Montgomery Securities | Senior Investment Banker | Pre-2000 (prior roles) | Developed strong accounting/finance capabilities; extensive restaurant and high-growth company experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in CMG’s proxy | — | — | No current public company directorships listed in 2024/2025 proxies |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Robin Hickenlooper). Committee met 4 times in 2024 and oversees governance guidelines, board composition/refresh, environmental/sustainability/social responsibility policies, government affairs, and board/committee evaluations .
- Independence: The board determined in March 2025 that all directors except the CEO are independent; Baldocchi’s pre-IPO registration rights do not create a material conflict or compromise independence .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings while serving; all directors at the time attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; committee executive sessions are also held .
- Years of service: 28 years (since 1997) .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual Director Cash Retainer | $110,000 | Paid in arrears; pro-rated semiannually |
| Committee Membership Retainer (Nominating & Corporate Governance) | $10,000 | Membership (non-chair) |
| Cash Fees Earned (Total) | $120,000 | 2024 actual for Baldocchi |
| Annual Equity Grant (Fully Vested, Unrestricted Shares) | $215,181 | Granted June 6, 2024; 3,350 shares at $64.23 close price (split-adjusted); fully vested on grant; option to defer receipt |
| Total 2024 Director Compensation | $335,181 | Sum of cash and stock |
| Director Stock Ownership Requirement | 5× annual cash retainer | All non-employee directors met requirement at 12/31/2024 except Laura Fuentes (within compliance window) |
- Meeting fees: Additional $2,000 per formal committee meeting beyond eight per year (not applicable to Nominating & Corporate Governance, which held four meetings in 2024) .
Performance Compensation
- Chipotle does not tie non-employee director compensation to performance metrics; director equity grants are fully vested, unrestricted shares at a fixed grant-date value .
- No options or performance-linked awards for directors; meeting fees only apply beyond a high threshold of committee meetings .
Chipotle 2024 AIP metrics (for executives; directors do not participate):
| Metric | Weight | Target | 2024 Actual | CPF Result |
|---|---|---|---|---|
| Comparable Restaurant Sales (CRS) | 40% | 4.4–5.4% | 7.4% | Above target |
| Restaurant Cash Flow (RCF) Margin % | 40% | 26.0–26.5% | 26.7% | Above target |
| Site Assessment Requests (SARs) | 20% | 430 | 460 | Above target |
| Company Performance Factor (CPF) | — | 100% at target | 176% | Determined by above metrics |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Potential Conflict |
|---|---|---|---|
| None disclosed | — | — | None disclosed in CMG proxies |
Expertise & Qualifications
- Restaurant finance/operations/strategy; accounting/finance expertise from senior investment banking roles .
- Technical education (Chemical Engineering) and MBA; long-tenured board experience in growth companies and restaurants .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 3,225,620 shares | As of April 15, 2025; less than 1% of class |
| Breakdown (Direct/Indirect) | 1,362,500 shares in trust for children; 1,859,770 shares jointly with spouse | Footnote details |
| Shares with Right to Acquire (60-day) | 0 | No vesting within 60 days |
| Pledging/Hedging | Prohibited by policy | Policy bars hedging/pledging for directors/officers |
| Director Ownership Guideline Compliance | Met | All non-employee directors (except Fuentes within window) met guideline at 12/31/2024 |
Governance Assessment
- Committee role: As a member of Nominating & Corporate Governance, Baldocchi helps oversee governance guidelines, board refreshment/qualifications, sustainability/social responsibility policies, government affairs, and annual board/committee evaluations, supporting board effectiveness .
- Independence: Board affirmed his independence despite legacy registration rights; Balances potential optics of rights with a formal determination of no material conflict .
- Engagement & attendance: Met the board’s attendance standard in 2024; presence at the annual meeting aligns with good governance expectations .
- Ownership alignment: Significant personal share ownership; company prohibits hedging/pledging; director ownership requirements met, aligning incentives with shareholders .
- Director pay structure: Predominantly fixed cash plus fully vested stock; no performance pay for directors; mitigates pay-related conflicts, though equity grants provide alignment .
- Board quality signals: Strong independent leadership (independent Chairman since Aug 2024), frequent executive sessions, robust clawback policy exceeding NYSE, and high say-on-pay support (94% in 2024) bolster investor confidence in governance .
RED FLAGS / Watch items
- Legacy registration rights (piggyback rights) could raise appearance-of-conflict concerns, though the board concluded no material conflict and independence is maintained .
- Long tenure (since 1997) can raise entrenchment concerns; board refresh is ongoing (five of nine nominees have ≤5 years’ tenure), which partially addresses renewal balance .
Notes on Related Party Transactions
- Registration rights agreement (pre-IPO) provides Baldocchi piggyback registration rights; the company would bear registration expenses. The board determined this does not compromise independence or present a material conflict .
- No other Baldocchi-related transactions are disclosed in the proxy’s related person transactions section .
Appendix: Committee Context
- Audit & Risk (Chair: Mary Winston): 8 meetings in 2024; oversees financial reporting, internal controls, risk management, cybersecurity, and related person transactions .
- Compensation, People & Culture (Chair: Patricia Fili-Krushel): 8 meetings in 2024; oversees executive pay, equity plans, pay equity, succession planning, and recovery policy .
- Nominating & Corporate Governance (Chair: Robin Hickenlooper; Members: Baldocchi, Engles): 4 meetings in 2024; oversees governance framework, ESG policies, government affairs, board refresh and evaluations .