Curt Garner
CHIPOTLE MEXICAN GRILLAbout Curt Garner
Curt Garner, 55, is Chipotle’s Chief Customer and Technology Officer. He joined Chipotle in November 2015 as Chief Information Officer after 17 years at Starbucks, where he served as EVP and CIO; he holds a BA in Economics from The Ohio State University . Company performance in 2024: revenue $11.3B (+14.6% YoY), comparable sales +7.4%, restaurant-level operating margin 26.7%, adjusted diluted EPS $1.12, and 3-year annualized TSR of 20% . In 2024 his Individual Performance Factor (IPF) was 200% driven by digital growth and technology execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chipotle Mexican Grill | Chief Customer & Technology Officer; previously Chief Information Officer | Nov 2015–present | Built digital platform and integrated technology across the organization; ensured data security ; piloted Hyphen and Autocado; achieved ~$4.1B digital sales plan; improved security posture to BITSight 780+ (“advanced”) . |
| Starbucks Corporation | EVP & Chief Information Officer | 17 years | Led global IT and CIO functions at a scale operator . |
External Roles
No current public company board roles or external directorships disclosed for Garner .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $746,154 | $775,385 | $813,846 |
| Year-end Base Salary ($) | — | $780,000 | $820,000 |
| AIP Target (% of Base) | 100% (not disclosed in table) | 100% | 115% |
| All Other Compensation ($) | $78,086 | $90,644 | $74,432 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcome
| Component | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Company Performance Factor (CPF): Comparable Restaurant Sales (CRS) | 40% | 4.4–5.4% | 7.4% | Contributed to total CPF of 176% |
| CPF: Restaurant Cash Flow (RCF) Margin | 40% | 26.0–26.5% | 26.7% | Contributed to total CPF of 176% |
| CPF: Site Assessment Requests (SARs) | 20% | 430 | 460 | Contributed to total CPF of 176% |
| Brand Purpose Modifier | +/-15% | Food & Animals: 41–43M lbs; People: turnover parity; Environment: 10–15% Scope 1&2 reduction | >47M lbs (+5%); People 0%; Environment 0% | Net +5% |
| Individual Performance Factor (Garner) | 25% of AIP calc | Discretionary goals | IPF = 200% | Strong uplift |
| Garner AIP Payout ($ and % of Target) | — | Target $943,000 | CPF 176%, IPF 200%, +5% Brand Purpose; total payout $1,763,410 (187% of target) | Cash paid; below 200% threshold where DSU deferral applies |
Garner’s 2024 IPF drivers: ~$4.1B digital sales plan achieved via Rewards/CRM, 29 new security capabilities (BITSight 780+ across markets), piloted Hyphen and Autocado, supported new restaurant openings systems readiness .
Long-Term Incentives (2024 Grants and Terms)
| Award Type | Grant Date | Shares / Units | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| PSUs | 2/9/2024 | Target 71,100; Max 213,300 | $3,751,734 | 3-year performance on cumulative base RCF dollars (90%) and total NROs (10%); payout range 0–300%; threshold RCF > $8.69B or NROs > 960 (2024–2026); change-in-control and retirement provisions as disclosed . |
| SOSARs (Options) | 2/9/2024 | 148,100 | $2,500,580 | Exercise price $52.77; vest 50% at 2nd and 50% at 3rd anniversary; 7-year term; pro-rata vesting on Qualifying Termination; 12-month post-termination exercise window . |
| RSUs (2023 AIP payout component) | 2/9/2024 | 2,450 | $129,279 | Vests 50% on 2nd and 50% on 3rd anniversary . |
| Retention RSUs | 8/22/2024 | 130,964 | $7,000,026 | Vests 60% on first anniversary of grant and 40% on second anniversary, subject to continued employment . |
Multi-Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $746,154 | $775,385 | $813,846 |
| Stock Awards ($) | $2,400,138 | $3,000,101 | $10,881,039 |
| Option Awards ($) | $1,600,202 | $2,000,384 | $2,500,580 |
| Non-Equity Incentive ($) | $695,625 | $1,560,000 | $1,763,410 |
| All Other Compensation ($) | $78,086 | $90,644 | $74,432 |
| Total ($) | $5,520,205 | $7,426,514 | $16,033,306 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/15/2025) | 285,068 shares owned; 1,057,750 shares “right to acquire” via vested SOSARs within 60 days; total 1,342,818; <1% of outstanding shares . |
| Option Exercises (2024) | 220,750 shares exercised; $10,602,540 value realized . |
| Stock Vested (2024) | 197,380 shares vested; $10,343,462 value realized . |
| Outstanding Unvested (12/31/2024) | 2024 RSUs: 2,450 (MV $147,735); 2024 PSUs: 213,300 unearned (MV $12,861,990); 2024 SOSARs: 148,100 unexercisable; plus earlier grants per table . |
| Ownership Guidelines | 3x base salary requirement; all NEOs, including Garner, in compliance as of 12/31/2024 . |
| Hedging/Pledging | Prohibited by Insider Trading Policy; no pledging/margin accounts allowed . |
| Clawback Policy | Executive Compensation Recovery Policy covers 3-year lookback for restatements and egregious conduct; exceeds NYSE standards . |
Employment Terms
| Provision | Terms |
|---|---|
| Executive Officer Severance Plan (Qualifying Termination: termination without cause or resignation for good reason) | Cash severance: 1.5x (non-CEO) base salary + target AIP bonus; pro-rated AIP bonus based on actual company performance; 18 months employer portion of health benefits; pro-rata vesting of unvested equity (performance awards based on actual results); SOSARs exercisable for 12 months; subject to release and restrictive covenants (confidentiality, non-solicit, non-disparagement) . |
| Change in Control Severance Plan (double trigger) | Lump sum 2x base salary + target bonus; prorated bonus; 2 years employer portion of medical premiums; full vesting of unvested LTI; PSUs vest at greater of target or actual performance through change in control; no tax gross-ups; cut-or-pay best after-tax approach; subject to release and covenants . |
| Potential Payments (Curt Garner, illustrative as of 12/31/2024) | Termination without cause/good reason: Salary $1,230,000; Bonus $3,177,910; Annual Equity Grants $24,520,098; Benefits $20,110 . CIC double trigger: Salary $1,640,000; Bonus $3,649,410; Annual Equity Grants $46,365,711; Benefits $26,813 . Death/Disability: Annual Equity Grants $44,806,534 . |
Performance & Track Record
- Digital growth and CRM: Achieved ~$4.1B digital sales plan; improved engagement via Extras and Freepotle programs (+0.02 visits/month for Rewards members) .
- Cybersecurity: Implemented 29 new capabilities; maintained BITSight 780+ rating across markets .
- Automation and operations: Successfully piloted Hyphen and Autocado; improved systems completeness for new restaurant openings by 50%; cut weekend equipment repair times by 50% .
- Company performance context: Revenue $11.3B (+14.6% YoY), CRS +7.4%, RLM 26.7%, adjusted diluted EPS $1.12; 3-year annualized TSR 20% .
Compensation Structure Analysis
- Mix and risk: Majority of NEO pay is variable at-risk (AIP + LTI); 2024 LTI mix 60% PSUs, 40% SOSARs for most executives (Garner elected SOSARs over RSUs) .
- AIP design robustness: CPF targets on CRS, RCF margin, SARs; capped IPF based on CPF to align individual outcomes with operational performance; Brand Purpose modifier (+/-15%) adds sustainability alignment; food safety modifier only negative .
- Retention awards: One-time RSUs granted Aug 22, 2024 amid CEO transition—Garner $7.0M (130,964 RSUs), vesting 60% at first anniversary and 40% at second; potential near-term vesting-driven supply overhang around vest dates .
- Governance: Independent comp consultant FW Cook engaged; no consultant conflicts; strong stock ownership, clawback, and anti-hedging/pledging policies .
Equity Vesting Schedules and Insider Selling Pressure
| Award | Vesting Schedule | Dates/Notes |
|---|---|---|
| 2024 SOSARs (148,100 @ $52.77) | 50% on 2nd anniversary; 50% on 3rd anniversary; 7-year term | Grants 2/9/2024; vestings expected on 2/9/2026 and 2/9/2027 . |
| 2024 PSUs (Target 71,100; Max 213,300) | End of 3-year period (2024–2026) based on RCF and NROs | Scheduled vest 2/15/2027, subject to performance and continued service . |
| 2024 RSUs (AIP component 2,450) | 50% on 2nd; 50% on 3rd anniversary | Grant 2/9/2024; vestings expected 2/9/2026 and 2/9/2027 . |
| Retention RSUs (130,964) | 60% on first; 40% on second anniversary | Grant 8/22/2024; vestings at first and second anniversaries; employment condition applies . |
Note: Chipotle prohibits hedging/pledging, which mitigates alignment risks; ownership guidelines require 3x salary and Garner is in compliance .
Equity Ownership Snapshot
| Category | Shares / Value |
|---|---|
| Owned outright | 285,068 shares |
| Right to acquire (vested SOSARs within 60 days) | 1,057,750 shares |
| Outstanding equity not yet vested | See Outstanding Equity Awards table (e.g., 2024 RSUs 2,450; PSUs 213,300 unearned; SOSARs 148,100 unexercisable) with market values as disclosed . |
| 2024 exercises and vesting | 220,750 options exercised ($10,602,540); 197,380 shares vested ($10,343,462) . |
Employment Terms – Additional Notes
- Non-compete specifics not disclosed; severance plan requires release and includes confidentiality, non-solicit, non-disparagement .
- CIC plan provides double-trigger protection and no tax gross-ups; best net approach to excise tax .
Investment Implications
- Alignment and retention: Strong pay-for-performance architecture and stringent ownership/clawback/anti-hedging policies support alignment; near-term vesting of sizable retention RSUs (Aug 2025 and Aug 2026) could create incremental insider selling pressure windows .
- Execution leverage: Garner’s technology leadership has been directly tied to digital monetization and cybersecurity enhancements, underpinning CPF achievements; continued delivery on Hyphen/Autocado automation may sustain margin improvements .
- Change-in-control economics: Double-trigger CIC terms and full LTI vesting at greater of target/actual enhance retention in M&A scenarios but raise potential cost in a transaction; quantify for Garner: CIC double-trigger package includes ~$46.4M for annual equity grants plus cash/benefits per table .
- Governance signals: 2024 say-on-pay support >94% and independent comp oversight (FW Cook) reduce governance risk; anti-pledging and clawback policies further mitigate downside .