Ilene Eskenazi
CHIPOTLE MEXICAN GRILLAbout Ilene Eskenazi
Ilene Eskenazi, 53, is Chipotle’s Chief Human Resources Officer (CHRO), appointed in November 2023; she holds a B.A. in Philosophy from the University of Michigan and a J.D. from UCLA School of Law, and previously served in senior HR and legal roles across consumer and retail companies . Company performance metrics tied to executive pay include the 2024 Annual Incentive Plan’s CPF results of 7.4% comparable restaurant sales growth, 26.7% restaurant cash flow margin, and 460 site assessment requests, yielding a 176% CPF, plus a +5% Brand Purpose modifier; in 2023, Chipotle reported $9.9B sales (+14% YoY), 26.2% restaurant-level margin, and adjusted diluted EPS of $44.86 . Chipotle’s long-term PSUs for executives are aligned to 3-year cumulative Base Restaurant Cash Flow Dollars (90% weight) and gross new restaurant openings (10% weight), with a relative TSR cap if below the 25th percentile of the S&P 500, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Petco Health and Wellness Company, Inc. | Chief Legal and Human Resources Officer | Jan 2022 – Nov 2023 | Led both HR and legal; governance and talent stewardship across pet care retail |
| Petco Health and Wellness Company, Inc. | Chief Legal Officer & Corporate Secretary | Sep 2020 – Jan 2022 | Corporate legal oversight and board governance |
| Boardriders, Inc. (formerly Quiksilver, Inc.) | Chief Human Resources Officer & Global General Counsel | 2016 – 2020 | Dual HR/legal mandate; global workforce and compliance in lifestyle/retail |
| True Religion Apparel, Inc. | Chief Legal Officer & SVP Talent Operations and Performance | 2013 – 2016 | Legal leadership and talent operations; company later filed Ch.11 in 2017 |
| Red Bull North America, Inc. | General Counsel & VP, Human Resources | 2008 – 2013 | Built HR and legal infrastructure in beverage sector |
| The Wonderful Company LLC | Deputy General Counsel | 2002 – 2008 | Legal counsel in food & beverage conglomerate |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney (early career) | n/a | Foundational legal training at top law firm |
External Roles
| Organization | Role | Years |
|---|---|---|
| a.k.a. Brands Holding Corp. | Director | Current |
Fixed Compensation
| Component | 2024 Disclosure for CHRO | Notes |
|---|---|---|
| Base salary | Not disclosed in NEO tables | CHRO was not a 2024 NEO; base salaries shown for NEOs only |
| Target bonus % (AIP) | Not disclosed for CHRO | AIP applies to executive officers with CPF 75% and IPF 25%, plus Brand Purpose modifier (±15%) and a negative food safety modifier (up to -20%) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Outcomes
| Element | Details | Vesting/Deferral |
|---|---|---|
| Weighting | CPF 75% / IPF 25% | n/a |
| CPF metrics | 40% Comparable Restaurant Sales (CRS); 40% Restaurant Cash Flow (RCF) margin; 20% Site Assessment Requests (SARs) | n/a |
| 2024 CPF targets | CRS target range 4.4–5.4%; RCF margin target 26.0–26.5%; SARs target 430 | n/a |
| 2024 actuals | CRS 7.4%; RCF margin 26.7%; SARs 460; Total CPF 176% | n/a |
| Brand Purpose modifier | +5% total (Food & Animals +5%; People +0%; Environment +0%) | n/a |
| IPF range | 0%–275% with caps based on CPF; NEOs approved 160%–200% for 2024 based on goals tied to strategy | n/a |
| Payout form above 200% | DSUs: immediately vested; mandatory deferral 50% to year 2 and 50% to year 3 after payout date | Immediate vest; deferred settlement |
Long-Term Incentives (LTI) – Program Design
| Instrument | Metric/Terms | Performance Period / Vesting |
|---|---|---|
| PSUs (2024 grant design) | 90% 3-yr cumulative Base RCF Dollars; 10% total Gross NROs; payout 0%–300%; capped at 100% if 3-yr relative TSR <25th percentile of S&P 500 | Jan 1, 2024 – Dec 31, 2026 performance period |
| PSU scale (illustrative points) | Base RCF Dollars: $8.99–$9.14B = 90% of target; $9.44B = 225%; $9.54B = 270%. NROs: 1,000–1,020 = 10% of target; 1,050 = 20%; 1,080 = 30% | Settles after performance period |
| SOSARs (2024 design) | Exercise price at grant date; 7-year term; vest 50% on 2nd and 50% on 3rd anniversaries, continued employment required | 2- and 3-year vesting |
| RSUs (AIP excess and special grants) | AIP payouts >200% delivered as RSUs/DSUs with two-year and three-year deferrals; special/promotion RSUs vest per grant terms (examples in NEO tables) | Typically two tranches over years 2 and 3 |
| Grant cadence | Annual LTI grants typically within one week after Q4/full-year results; interim grants occur when trading window is open | Committee-approved; CHRO has delegated grant authority for non-executives within parameters |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of appointment filing) | 10 shares direct; 1 share indirect via son (disclaimed) |
| Hedging/pledging | Prohibited for executive officers and directors; no holding CMG stock in margin accounts |
| Stock ownership guidelines | Robust executive officer guidelines; evaluation uses 30-day average price at year-end; if not on track by year 3: cannot sell outright shares and must retain ≥50% of net shares from vesting/exercise; unvested RSUs count; options/SOSARs and unearned PSUs do not |
| Multiples (illustrative NEO requirements) | CEO 7x base salary; CFO 4x; certain other NEOs 3x; all NEOs employed at year-end met/exceeded requirements as of Dec 31, 2024 |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Severance Plan (Qualifying Termination: without cause or for good reason) | For executive officers other than CEO: cash severance equal to 1.5x base salary + target AIP bonus, paid over 18 months; pro-rated AIP based on actual company performance; employer portion of group health plan costs for 18 months; pro-rata vesting of unvested equity awards (performance awards based on actual performance); SOSARs exercisable for 12 months post-termination or until expiration if earlier; subject to release and ongoing covenants |
| Change-in-control severance (double trigger) | Amounts paid if both a change in control occurs and the executive’s employment is terminated other than for cause or for good reason; if successor does not grant comparable replacement equity awards, outstanding awards vest upon change in control |
| Single-trigger equity acceleration | Company policy states no single-trigger acceleration of equity awards in connection with a change in control (subject to the replacement-award exception above) |
| Clawback policy | Board must seek reimbursement of incentive-based compensation paid/awarded on/after Oct 2, 2023 for three fiscal years prior to any restatement that would have reduced payouts; Board may also require forfeiture of cash/equity for egregious conduct substantially detrimental to the company; policy exceeds NYSE standards |
| Insider trading window and grants | Equity grants occur when trading window is open; annual awards typically within one week after Q4/full-year announcement |
Performance & Track Record
- Joined executive leadership in Nov 2023; cited as instrumental to talent development and retention, aligning HR initiatives with Chipotle’s long-term growth strategies .
- Championed hiring and benefits initiatives, including Calm app access for all employees and a “Burrito Season” hiring push; company reports retention is 2x higher among education assistance participants and participants are 6x more likely to move into management roles .
- Rolled out Paradox conversational hiring platform to reduce time-to-hire by up to 75%, supporting operational focus and manager productivity across 3,500+ restaurants .
Performance Compensation (Detailed Table)
| Metric | Weighting | Target (2024) | Actual (2024) | Payout Impact | Vesting/Settlement |
|---|---|---|---|---|---|
| Comparable Restaurant Sales (CRS) | 40% | 4.4–5.4% | 7.4% | Contributed to CPF 176% | Cash/DSUs per AIP; DSUs for payout >200% with 2- and 3-year deferrals |
| Restaurant Cash Flow (RCF) Margin | 40% | 26.0–26.5% | 26.7% | Contributed to CPF 176% | Cash/DSUs per AIP structure |
| Site Assessment Requests (SARs) | 20% | 430 | 460 | Contributed to CPF 176% | Cash/DSUs per AIP structure |
| Brand Purpose modifier | n/a | Quantitative targets across Food & Animals, People, Environment | +5% total modifier | Increased AIP payout +5% | n/a |
| PSUs: Base RCF Dollars | 90% | $8.99–$9.14B = 90%; $9.44B = 225%; $9.54B = 270% | Performance period 2024–2026 | 0%–270% (metric cap) | Earned at end of 3-year period; subject to TSR cap |
| PSUs: Total NROs | 10% | 1,000–1,020 = 10%; 1,050 = 20%; 1,080 = 30% | Performance period 2024–2026 | 0%–30% (metric cap) | Earned at end of 3-year period; subject to TSR cap |
| Relative TSR cap | n/a | Cap at 100% of target if 3-year relative TSR <25th percentile S&P 500 | n/a | Limits payout despite operational outperformance | Applies at settlement |
| SOSARs | n/a | Exercise price at grant date; 7-year term | n/a | Performance-based value realization | 50% vest year 2; 50% vest year 3 |
Equity Ownership & Alignment (Detailed)
| Category | Amount/Policy |
|---|---|
| Direct shares owned (Form 3) | 10 |
| Indirect shares (Form 3) | 1 (held by son; disclaimed) |
| Pledged shares | Prohibited for executive officers |
| Hedging/short sales/margin accounts | Prohibited for executive officers and directors |
| Stock ownership guidelines | Executive officer guidelines with annual compliance testing; restrictions if not on track by year 3; RSUs count; options/SOSARs and unearned PSUs do not |
| Multiples (illustrative NEO requirements) | CEO 7x; CFO 4x; certain other NEOs 3x; all NEOs met/exceeded as of Dec 31, 2024 |
Employment Terms
| Scenario | Benefits |
|---|---|
| Termination without cause / resignation for good reason (non-CEO execs) | 1.5x base salary + target AIP bonus paid over 18 months; pro-rated AIP based on actual performance; 18 months employer portion of group health plan costs; pro-rata vesting of unvested equity awards (performance awards vest based on actual); SOSARs exercisable for 12 months or to expiration if earlier; subject to release and covenants |
| Change in control (double trigger) | If both change in control and qualifying termination: cash and equity as per plan; if successor does not provide comparable replacement equity awards, awards vest upon change in control |
| Equity acceleration policy | No single-trigger acceleration in connection with change in control per policy; exception noted for lack of replacement awards |
| Clawback | Reimbursement of incentive-based compensation after restatements; discretionary forfeiture for egregious conduct; exceeds NYSE standards |
| Grant timing and authority | Annual awards post-Q4 results; interim grants when window open; Committee approves officer LTI; delegated authority to CEO, CHRO, General Counsel for non-executive grants within parameters |
Investment Implications
- Alignment: Executive pay emphasizes performance-based equity (PSUs and SOSARs) and rigorous AIP metrics, with a TSR cap on PSUs and robust clawback—favorable for long-term shareholder alignment .
- Retention: The severance plan’s 1.5x salary+target bonus, pro-rata equity vesting, and benefit continuation mitigate near-term retention risk for non-CEO executive officers, including the CHRO .
- Insider selling pressure: Form 3 indicates minimal initial direct holdings (10 shares, 1 indirect), and the company prohibits hedging/pledging; our search did not surface Form 4 transactions for Eskenazi, suggesting limited near-term selling pressure from reported holdings, though future annual LTI grants/vesting cycles could create routine sales for tax withholding .
- Execution signals: Eskenazi’s dual HR/legal background underpins governance discipline and human capital execution; initiatives in hiring efficiency and employee benefits support operational throughput as CMG scales openings—an incremental positive for execution quality .
Note: Specific CHRO salary, bonus targets, and individual LTI grant sizes are not disclosed in the 2025 proxy because CHRO was not a 2024 NEO; program-level terms apply broadly to executive officers .