Chris Brandt
CHIPOTLE MEXICAN GRILLAbout Chris Brandt
Chris Brandt, 56, is Chipotle’s Chief Brand Officer overseeing brand, real estate, and development; he joined Chipotle in April 2018 after senior marketing roles at Taco Bell and Bloomin’ Brands. He holds an MBA from UCLA Anderson and a BA in Economics from UC San Diego . Chipotle’s 2024 performance during his tenure included revenue growth of 14.6% to $11.3B, restaurant-level operating margin of 26.7%, AUVs of $3.2M, and 3-year annualized TSR of 20%, aligning incentive outcomes with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bloomin’ Brands, Inc. | EVP & Chief Brand Officer | May 2016 – Dec 2017 | Led brand strategy across casual dining portfolio |
| Taco Bell (Yum! Brands) | Chief Brand Officer/CMO | May 2013 – May 2016 | Drove brand marketing, digital and product launches for growth |
| Taco Bell | Senior Director & VP of Marketing | Nov 2010 – May 2013 | Built marketing foundations supporting later national campaigns |
External Roles
None disclosed beyond corporate roles .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $691,923 | $720,384 | $754,615 |
| Target AIP (% of Base) | 90% | 90% | 100% |
| All Other Compensation ($) | $78,055 | $96,374 | $67,167 |
| Total Compensation ($) | $5,042,902 | $6,624,779 | $14,106,273 |
Perquisites and benefits (2024):
- Company retirement plan contributions: $52,308
- Tax reimbursements (meal card, misc.): $1,131
- Other (life/gym allowance; financial/tax counseling): $13,728
Deferred compensation (2024):
- Executive contributions: $431,896; Company match: $38,508; Earnings: $280,516; Ending balance: $1,798,273
Performance Compensation
Annual Incentive Plan (AIP) Structure (2024)
- Weighting: Company Performance Factor (CPF) 75%, Individual Performance Factor (IPF) 25%; Brand Purpose modifier ±15% overall; Food safety negative modifier up to -20% (none applied in 2024) .
- CPF metrics and outcomes:
| Metric | Weight | Threshold | Target | Max | 2024 Actual |
|---|---|---|---|---|---|
| Comparable Restaurant Sales (CRS) | 40% | 0.40% | 4.4–5.4% | 9.4% | 7.4% |
| Restaurant Cash Flow (RCF) Margin | 40% | 25% | 26.0–26.5% | 27.5% | 26.7% |
| Site Assessment Requests (SARs) | 20% | 400 | 430 | 460 | 460 |
| CPF Result | — | — | — | — | 176% |
Brand Purpose modifier (2024):
- Food & Animals: >47M lbs local produce vs 41–43M target → +5%
- People: diverse turnover 3.2% less than non-diverse → 0%
- Environment: 14.6% Scope 1&2 reduction vs 10–15% target → 0%
- Total modifier: +5%
Individual Performance Factor (Brandt):
- IPF: 200% driven by record 304 restaurant openings (80%+ Chipotlane), 460 SARs vs 430 target, 70B social impressions (+61% YoY), successful Chicken al Pastor and Brisket LTOs, catering support +50% with $15.9M YoY sales increase .
AIP payout (2024):
| Item | Value |
|---|---|
| Target AIP ($) | $760,000 |
| CPF | 176% |
| IPF | 200% |
| Brand Purpose | +5% |
| Actual Payout ($) | $1,421,200 (187% of target) |
Long-Term Incentives (LTI)
Target annual LTI value (2024): $4,750,000; mix: 60% PSUs, 20% SOSARs, 20% RSUs (Brandt elected RSUs for this 20%) .
Key 2024 grants:
| Grant Date | Type | Units/Contracts | Terms |
|---|---|---|---|
| 2/9/2024 | PSUs | 54,050 target; up to 162,150 max | 3-yr performance (2024–2026); 90% weight 3-yr cumulative Base RCF Dollars; 10% weight total NROs; payout 0–300%; capped at 100% if 3-yr relative TSR <25th percentile S&P 500 |
| 2/9/2024 | SOSARs | 56,300 @ $52.77 | Vest 50% on 2/9/2026 and 50% on 2/9/2027; 7-year term |
| 2/9/2024 | RSUs (annual) | 18,050 | Vest 50% on 2/9/2026 and 50% on 2/9/2027 |
| 2/9/2024 | RSUs (2023 AIP payout over 200%) | 2,050; $108,172 GV | Vest 50% on 2/9/2026 and 50% on 2/9/2027 |
| 8/22/2024 | RSUs (Retention) | 130,964; $7,000,026 GV | Vest 60% on 8/22/2025 and 40% on 8/22/2026 |
Outstanding equity at 12/31/2024 (selected):
- Options/SOSARs: 152,450 exercisable @ $29.59 (2/4/2021); 81,850 exercisable and 81,800 unexercisable @ $31.56 (2/10/2022); 87,000 unexercisable @ $32.14 (2/9/2023); 56,300 unexercisable @ $52.77 (2/9/2024) .
- Unvested RSUs: 18,050 (annual); 2,050 (2023 AIP RSU); 130,964 (retention) .
- PSUs (unearned): 46,431 (2022 earned at 66%); 252,150 (2023 shown at max pending performance); 162,150 (2024 shown at max pending performance) .
2024 realizations indicating potential selling pressure:
- Options/SOSARs exercised: 222,650 shares; value realized $9,221,829 .
- Stock vested: 169,163 shares; value realized $8,864,784 .
Equity Ownership & Alignment
| Ownership Breakdown (as of 4/15/2025) | Shares |
|---|---|
| Shares beneficially owned (outstanding) | 338,545 (held in two trusts for benefit of his children) |
| Right to acquire (vested SOSARs within 60 days) | 359,600 |
| Total beneficial ownership | 698,145 (<1% of shares outstanding) |
Alignment features:
- Stock ownership guideline: 3× base salary; Brandt in compliance as of 12/31/2024 .
- Hedging/pledging prohibited for executives and directors; no pledging reported .
- Clawback policy exceeds NYSE: recoup incentive comp upon restatement and allows forfeiture for egregious conduct .
Employment Terms
Severance Plan (non-CIC):
- Multiple: 1.5× base salary + target AIP; pro-rated AIP based on actual performance; 18 months employer health cost equivalent; pro-rata vesting of unvested equity based on performance; SOSARs exercisable for 12 months .
Change-in-Control Severance Plan (double trigger):
- 2× base + target bonus lump sum; prorated bonus; 2-year medical cost equivalent; full vesting of LTI (PSUs at greater of target or actual through change date); best-net excise tax treatment; no tax gross-ups .
Estimated payouts (as of 12/31/2024):
| Component | Termination Without Cause/Good Reason | CIC (Double Trigger) | Retirement | Death/Disability |
|---|---|---|---|---|
| Salary | $1,140,000 | $1,520,000 | $0 | $0 |
| Bonus | $2,561,200 | $2,941,200 | $0 | $0 |
| Annual Equity Grants | $21,657,597 | $41,353,530 | $0 | $39,911,214 |
| Benefits | $20,110 | $26,813 | $0 | $0 |
Other terms:
- Severance eligibility contingent on release and customary confidentiality, non-solicit, non-disparagement .
- Retirement treatment requires combined age + years of service ≥ 70; Brandt not eligible as of 12/31/2024 .
Compensation Structure Analysis
- Cash vs equity mix shift: 2024 total comp increased materially due to one-time retention RSUs ($7.0M grant value; 130,964 units), indicating retention emphasis during CEO transition .
- At-risk pay: Annual LTI primary vehicles PSUs and SOSARs; 2024 PSUs focus on 3-yr Base RCF Dollars and NROs, with TSR cap to safeguard alignment .
- AIP metrics: Emphasis on CRS, RCF margin, SARs; Brand Purpose modifier added (+5% in 2024), reinforcing sustainability and human capital goals .
- Governance support: 94% say-on-pay support in 2024; compensation risk assessment found no material adverse risk (FW Cook, Mar 2025) .
Risk Indicators & Red Flags
- Near-term vesting overhang: 60% of retention RSUs vest 8/22/2025 and 40% on 8/22/2026; annual RSUs from 2/9/2024 vest 2/9/2026 and 2/9/2027; SOSARs vest 2/9/2026 and 2/9/2027, potentially increasing selling pressure around these dates .
- Large 2024 option exercises and stock vest events ($9.22M and $8.86M realized) reflect monetization activity; hedging/pledging still prohibited, moderating alignment risks .
- No related party transactions or Section 16 issues disclosed for Brandt; company’s clawback policy and prohibition on hedging/pledging mitigate governance risks .
Investment Implications
- Strong pay-for-performance alignment: Brandt’s 2024 IPF at 200% tied to tangible growth drivers (openings, SARs, marketing reach, LTOs) and CPF at 176% on core unit economics, supporting quality of incentives .
- Retention RSUs and accelerated vesting under CIC create retention and change-of-control resilience; however, the 2025/2026 vesting cadence may create periodic insider selling overhang, relevant for trading around vest dates .
- Ownership and governance posture (3× salary stock guideline compliance, no pledging/hedging, robust clawback) indicate solid alignment with shareholders, while high AIP caps and significant PSU upside remain tethered to RCF/NRO execution and TSR constraints .