Laura Fuentes
CHIPOTLE MEXICAN GRILLAbout Laura Fuentes
Laura Fuentes (age 50) is an independent director of Chipotle Mexican Grill (CMG) since 2023. She is Executive Vice President and Chief Human Resources Officer of Hilton Worldwide Holdings Inc. (CHRO since 2020; at Hilton since 2013) and heads Hilton Supply Management. She holds a B.S. (University of Virginia), an M.S. in Structural Engineering (University of Texas at Austin), and an MBA (Columbia University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Worldwide Holdings Inc. | EVP & Chief Human Resources Officer; Head of Hilton Supply Management | CHRO since 2020; at Hilton since 2013 | Leads global people strategy; senior leadership team member |
| Capital One Financial Corp. | Corporate Strategy and Human Resources roles | Six years (prior to Hilton) | People/strategy leadership |
| McKinsey & Company | Management consultant (Madrid, New York, Washington, D.C.) | Not disclosed | Advised across industries; strategy and organizational topics |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Make-A-Wish Mid-Atlantic | Board member | Non-profit board service |
| Arlington Free Clinic | Community Council member | Community health engagement |
| Tent US Advisory Council | Council member (represents Hilton) | Refugee workforce initiative |
| University of Virginia McIntire School of Commerce | Board member | Academic board role |
Board Governance
- Independence and service: The Board determined all directors other than the CEO are independent; Fuentes is independent. She has served since 2023 and is not a committee chair .
- Committee assignments: Member, Compensation, People & Culture Committee (CPC). CPC members in 2024: Patricia Fili‑Krushel (Chair), Laura Fuentes, Mauricio Gutierrez; 8 meetings held .
- Board leadership and structure: Eight of nine directors are independent; independent Chairman (Scott Maw) appointed in August 2024; independent directors meet in executive session at each quarterly Board meeting .
- Attendance: The Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings during their service period. All directors serving at the time attended the 2024 annual meeting .
- Director ownership policy: Non‑employee directors must own ≥5× annual cash retainer within five years; all met this as of 12/31/2024 except Fuentes (elected Sept 2023), who has until Sept 2028 to comply .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation, People & Culture | Member | 8 | Oversees executive pay, human capital, succession; uses independent consultant FW Cook |
| Audit & Risk | Not a member | 8 | — |
| Nominating & Corporate Governance | Not a member | 4 | — |
Fixed Compensation
Program structure (non‑employee directors):
- Annual cash retainer: $110,000; Committee member retainers: Audit & Risk $15,000; CPC $15,000; Nominating $10,000. Committee chair retainers: Audit & Risk $42,500; CPC $37,500; Nominating $30,000. Independent Chairman cash retainer: $200,000 (added Aug 2024). Meeting fees: $2,000 per formal committee meeting beyond eight per year; one‑time $15,000 for members of the 2024 CEO Selection Committee (Fuentes was not a member) .
Fuentes – 2024 cash paid:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
Program details: Cash retainers paid semi‑annually in arrears on a pro‑rata basis (end of May/November) .
Performance Compensation
Equity for non‑employee directors:
- Annual equity: fully vested, unrestricted CMG shares on the annual meeting date; number of shares based on $215,000 divided by closing price on grant date (directors could elect to defer receipt) .
- 2024 grant mechanics (split‑adjusted): On June 6, 2024, 3,350 shares granted to each non‑employee director at $64.23 per share ($215,181 grant-date fair value) .
Fuentes – 2024 equity:
| Component | Grant Value | Mechanics |
|---|---|---|
| Stock Awards | $215,181 | Fully vested shares at annual grant; deferral optional |
Stock ownership and alignment:
- Guideline: 5× cash retainer within five years; Fuentes has until Sept 2028 to meet guideline as a 2023 appointee .
- Hedging/pledging: Prohibited for directors and officers .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company directorships | None disclosed for Fuentes |
| Compensation committee interlocks | None; CPC members are independent; no interlocks disclosed; FW Cook engaged as independent consultant |
| Potential benchmarking interlock | CMG’s compensation peer group includes Hilton Worldwide Holdings Inc. (Fuentes’ employer), but peer use is overseen by independent CPC with external consultant; no conflicts disclosed |
Expertise & Qualifications
- Global people leadership and deep hospitality industry understanding; strategic planning; senior team leadership; creating international organizational culture .
- Board‑valued skills include leadership and HR/talent/compensation expertise, aligning with her CPC role .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,250 shares (as of April 15, 2025) |
| Right to acquire within 60 days | 0 shares |
| Ownership as % of outstanding | Less than 1% |
| Shares pledged | Prohibited by policy |
| Director ownership guideline | ≥5× annual cash retainer within 5 years; Fuentes has until Sept 2028 |
Governance Assessment
- Strengths: Independent director with CHRO‑level HR and compensation expertise serving on the Compensation, People & Culture Committee; Board independence (8/9), independent Chair since 8/2024, regular executive sessions, strong shareholder support for 2024 Say‑on‑Pay (94% of votes cast), robust director ownership guideline and hedging/pledging prohibition .
- Effectiveness: Fuentes’ HR/talent leadership background directly aligns with CPC remit (executive pay, human capital, succession, pay equity), and CPC uses an independent consultant (FW Cook); no compensation committee interlocks disclosed .
- Attendance/engagement: Board met 7 times; each director attended ≥75% of Board/committee meetings; CPC met 8 times in 2024—indicative of active oversight during leadership transition .
- Conflicts/related parties: Board annually reviews director independence; no related‑party transactions involving Fuentes disclosed (the only current related‑person item disclosed pertains to a separate director’s historical registration rights) .
- Watch items: Perception risk that Hilton (Fuentes’ employer) appears in CMG’s compensation peer set; mitigated by CPC independence, formal independence determinations, and FW Cook’s engagement; continue to monitor peer group use and any future related‑party disclosures for potential conflicts .