Jason Kidd
CHIPOTLE MEXICAN GRILLAbout Jason Kidd
Jason Kidd, age 50, joined Chipotle Mexican Grill (CMG) as Chief Operating Officer effective May 19, 2025, reporting to CEO Scott Boatwright; he brings extensive multi‑unit operations experience from Taco Bell (Global COO), 99 Cents Only Stores (President/COO; SVP Store Ops), Walmart/Sam’s Club (SVP Operations), and Hearing Lab Technology (President) . He steps into CMG amid strong operating momentum: 2024 revenue grew 14.6% to $11.3B with 7.4% comp sales growth, AUVs at $3.2M, restaurant‑level margin 26.7%, and adjusted diluted EPS $1.12; CMG cited a 20% 3‑year annualized TSR, underscoring pay‑for‑performance alignment in incentive plans he will join .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Taco Bell (Yum! Brands) | Global Chief Operating Officer | Feb 2024 – May 2025 | Large‑scale QSR operations leadership at a global brand . |
| Hearing Lab Technology, LLC | President | Dec 2022 – Feb 2024 | Led operations at a hearing aid company . |
| 99 Cents Only Stores, LLC | President & COO; SVP Store Operations | Sep 2014 – Sep 2020 | Ran discount retail operations, multi‑unit P&L . |
| Walmart Inc. (Sam’s Club) | SVP, Operations – South | 2012 – 2014 | Led regional ops at scale within big‑box retail . |
External Roles
- No public company board roles disclosed; no Item 404(a) related party transactions and no family relationships reported .
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $675,000 annually . |
| Target annual bonus | 90% of base salary . |
| Sign‑on cash | $150,000 (to offset forfeited incentives at prior employer) . |
Performance Compensation
New‑hire and Ongoing Equity
| Award | Target value/mix | Vesting/terms | Notes |
|---|---|---|---|
| New‑hire equity (2025) | ~$3,000,000; 75% SOSARs, 25% RSUs | 50% vests on 2nd anniversary; 50% on 3rd anniversary, continued employment required; SOSARs 7‑year term; exercise price = closing price on grant date . | Front‑loaded retention with back‑weighted vesting (2027/2028). |
| Annual equity (2026) | ~$3,000,000; mix of RSUs, SOSARs, PSUs per annual guidelines | Company’s annual LTI structure (for 2025 grants) is 60% PSUs, 20% SOSARs, 20% choice RSUs/SOSARs; similar mix expected going forward . | Aligns with CMG’s performance‑heavy LTI design . |
Annual Incentive Plan (AIP) Design (company framework he will join)
| Factor | Weighting | Metrics and targets (2024 design) |
|---|---|---|
| Company Performance Factor (CPF) | 75% | 40% Comparable Restaurant Sales; 40% Restaurant Cash Flow (RCF) Margin; 20% Site Assessment Requests; payout 0–275% vs threshold/target/max; 2024 actual CPF certified at 176% . |
| Individual Performance Factor (IPF) | 25% | 0–275% based on individual goals; capped relative to CPF; used to differentiate performance . |
| Brand Purpose modifier | ±15% | +5% Food & Animals; +5% People; +5% Environment; 2024 modifier +5% . |
| Food safety modifier | Up to –20% | Negative‑only modifier; not applied in 2024 . |
PSU Program Parameters (current CMG design)
| Metric (weight) | Payout grid (examples) | Performance period | Caps/other |
|---|---|---|---|
| 3‑yr cumulative Base RCF Dollars (90%) | $8.99–$9.14B = 90% (target); $9.44B = 225%; $9.54B = 270% | Jan 1, 2024 – Dec 31, 2026 | PSU payout capped at 100% if 3‑yr relative TSR <25th percentile S&P 500 . |
| Total new restaurant openings (10%) | 1,000–1,020 = 10% (target); 1,050 = 20%; 1,080 = 30% | Same | Total PSU payout range 0–300% . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership | Form 3 filed May 29, 2025 shows 0 non‑derivative holdings and no derivative positions reported at appointment . |
| Stock ownership guidelines | Robust NEO guidelines: CEO 7x salary; CFO 4x; other NEOs 3x; 5 years to comply; if not on track by year 3, must retain ≥50% of net shares; unvested RSUs count; SOSARs/options and unearned PSUs do not count . |
| Hedging/pledging | Prohibited for executive officers and directors; no margin accounts; reinforces alignment . |
| Clawback | Executive Compensation Recovery Policy complies with and exceeds NYSE requirements; restatement‑based recovery; forfeiture for egregious conduct substantially detrimental to the company . |
Employment Terms
| Term | Detail |
|---|---|
| Effective date | May 19, 2025 . |
| Reporting line | Reports to CEO Scott Boatwright . |
| Severance plan | Eligible under CMG Executive Officer Severance Plan . For non‑CIC “Qualifying Termination” (without cause/for good reason): 1.5x (other execs) base salary + target bonus paid over 18 months; pro‑rated AIP based on actual performance; 18 months employer‑portion health benefits; pro‑rata vesting of unvested equity (performance based on actual results); SOSARs exercisable 12 months post‑termination (or earlier of expiry) . |
| Change‑in‑control | Double‑trigger only: if CIC and qualifying termination, lump sum 2x base + target bonus; pro‑rated bonus; 2 years benefits; all unvested LTI vests in full (PSUs at greater of target or actual to CIC date); no excise tax gross‑ups (best net cutback) . |
| Policies | Insider Trading Policy applies; restrictions on hedging/pledging; standard confidentiality, non‑solicitation, non‑disparagement in severance release . |
Compensation Structure Analysis
- Equity‑heavy, performance‑linked design: CMG’s LTI is majority PSUs with multi‑year cash flow and unit growth goals, plus SOSARs; AIP is weighted to sales, cash flow margin and new unit pipeline, with brand purpose and food safety modifiers—aligning pay to throughput, growth, and quality outcomes .
- Strong governance guardrails: high ownership requirements, hedging/pledging prohibition, and clawback exceeding NYSE scope reduce misalignment and risk of inappropriate risk‑taking .
- Vesting/selling pressure: New‑hire awards vest 50% at the 2nd and 3rd anniversaries; potential trading windows around 2027/2028 vest dates may create episodic selling supply, subject to pre‑clearance and blackout rules .
- Benchmarking context: CMG uses a broad consumer/restaurant peer set to size awards, with market‑aligned design and high variable pay orientation .
- Shareholder support: 94% Say‑on‑Pay approval in 2024 and continued investor engagement signal acceptance of pay design Kidd will enter .
Performance & Track Record
- Leadership scope: Will oversee operations across nearly 3,800 restaurants and ~130,000 employees, leveraging prior scale roles in QSR and retail .
- Company performance backdrop: 2024 revenue $11.3B (+14.6%), comps +7.4%, RLM 26.7%, adjusted diluted EPS $1.12, with strong AIP/PSU calibration and a cited 20% 3‑yr annualized TSR during the period leading into his tenure .
Employment & Contracts (Retention Risk)
- Contract term: No fixed‑term employment disclosed; at‑will; participates in plan‑based severance/CIC protections (see above) .
- Non‑compete/non‑solicit: Severance release includes customary confidentiality, non‑solicitation, and non‑disparagement provisions; specific non‑compete terms not disclosed in the filings reviewed .
Equity Ownership & Alignment (Detail)
| Category | Status |
|---|---|
| Beneficial ownership at appointment | 0 shares; Form 3 initial statement filed . |
| Pledging/hedging | Prohibited by CMG policy . |
| Ownership guideline timeline | 5 years to meet guideline; retention requirements if not on track by year 3 . |
Risk Indicators & Red Flags
- Related parties | Company disclosed no Item 404(a) related party transactions for Kidd; no family relationships .
- Hedging/pledging | Prohibited (mitigates misalignment) .
- Option repricing | Not permitted without shareholder approval .
- Clawback | Policy exceeds NYSE standards (restatement and egregious conduct) .
Compensation Peer Group (Benchmarking Signal)
- CMG’s peer set spans restaurant and consumer/tech‑enabled brands (e.g., McDonald’s, Starbucks, Darden, Marriott, Airbnb, Uber), positioned near median revenue but upper‑quartile market cap—supporting competitive, performance‑weighted LTI sizing Kidd will receive .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote approval over 94%; extensive fall shareholder engagement (contacted holders of 52% of shares; engaged with 29%) and positive feedback on leadership transition and retention awards .
Investment Implications
- Alignment: Kidd’s package is heavily back‑loaded with vesting over 2027/2028 and future PSUs tied to multi‑year cash flow and unit growth, closely aligning incentives to CMG’s throughput, AUV, and pipeline execution objectives .
- Retention: Sign‑on cash is modest relative to equity; vesting cadence and 2026 annual grant expectations create retention hooks through at least 2028; severance/CIC terms are standard (1.5x non‑CIC; 2x CIC, double trigger), balancing continuity and cost .
- Trading signals: Zero starting ownership per Form 3 reduces near‑term selling overhang; watch for Form 4s around periodic vesting dates (subject to blackout/pre‑clearance) as potential technical supply events .
- Governance quality: High ownership guidelines, anti‑hedging/pledging, and enhanced clawback reduce governance risk; robust investor support (94% Say‑on‑Pay) suggests low headline risk around pay structure Kidd will enter .