Mary Winston
CHIPOTLE MEXICAN GRILLAbout Mary Winston
Mary Winston (age 63) is an independent director of Chipotle Mexican Grill, Inc. (CMG) since 2020; she is a CPA and NACD Board Leadership Fellow with a Bachelor’s in Accounting from the University of Wisconsin and an MBA from Northwestern University’s Kellogg Graduate School . She is designated an “Audit Committee Financial Expert” under SEC rules and currently chairs CMG’s Audit & Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WinsCo Enterprises, Inc. | Founder & President | Since 2016 | Financial and board governance advisory services |
| Bed Bath & Beyond Inc. | Interim Chief Executive Officer | May–Nov 2019 | Led transition period; executive leadership oversight |
| Family Dollar Stores | EVP & Chief Financial Officer | 2012–2015 | CFO responsibilities at leading discount retailer |
| Giant Eagle, Inc. | SVP & Chief Financial Officer | 2008–2012 | CFO at supermarket chain |
| Scholastic Corporation | EVP & Chief Financial Officer | 2004–2007 | CFO at global children’s publishing/media company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Bank Group | Director | Current | Not disclosed in CMG proxy |
| Northrop Grumman Corporation | Director | Current | Not disclosed in CMG proxy |
| TD Bank U.S. subsidiary | Director | Current | Not disclosed in CMG proxy |
| Bechtler Museum of Modern Art | Director | Current | Non-profit service |
| Acuity Brands, Inc. | Director | Prior | Not disclosed in CMG proxy |
| Dover Corporation | Director | Prior | Not disclosed in CMG proxy |
| Bed Bath & Beyond | Director | Prior | Not disclosed in CMG proxy |
| Domtar Corporation | Director | Prior | Not disclosed in CMG proxy |
| Plexus Corporation | Director | Prior | Not disclosed in CMG proxy |
| Supervalu Inc. | Director | Prior | Not disclosed in CMG proxy |
Board Governance
- Independence: The Board determined in March 2025 that all directors except the CEO are independent; Winston qualifies as independent .
- Committee assignments: Audit & Risk Committee Chair; designated Audit Committee Financial Expert .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Audit & Risk Committee activity: 8 meetings in 2024; oversees financial reporting integrity, internal controls, risk management, cybersecurity, compliance, and related-person transactions; issued Audit & Risk Committee Report signed by Winston as Chair .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting .
- Board commitments policy: Limits total public company boards to ≤4 and audit committee memberships to ≤3; all directors were in compliance as of April 2025 .
Fixed Compensation
| Component | Detail | Amount/Value | Notes |
|---|---|---|---|
| Annual cash fees (2024) | Fees earned or paid in cash | $127,292 | Actual cash paid for Board/committee service |
| Annual equity (2024) | Fully vested, unrestricted shares | $215,181 | Grant date fair value under FASB ASC 718 |
| Director stock grant (2024) | Shares granted | 3,350 | Granted June 6, 2024; fully vested at grant |
| Grant price (2024) | Closing price on grant date | $64.23/share | Adjusted for 50-for-1 stock split |
| Standard director program | Cash retainer | $110,000 | Biennially reviewed; paid pro rata May/Nov |
| Audit Chair retainer | Cash retainer | $42,500 | Committee chair fee |
| Committee member retainer (Audit) | Cash retainer | $15,000 | For non-chair committee members |
| Meeting fee (excess) | Per meeting beyond 8 | $2,000 | If >8 formal committee meetings |
Performance Compensation
| Item | Disclosure | Evidence |
|---|---|---|
| Performance metrics tied to director pay | None disclosed; non-employee director equity is fully vested, unrestricted shares and not performance-based | Director equity awards fully vested at grant; no options/PSUs for directors |
Other Directorships & Interlocks
- Current public boards: TD Bank Group; Northrop Grumman Corporation .
- Prior public boards: Acuity Brands, Dover, Bed Bath & Beyond, Domtar, Plexus, Supervalu .
- Interlocks/conflicts: CMG’s independence review found no relationships compromising independence for Winston; related-person transactions are pre-approved by the Audit & Risk Committee, with current related-person items summarized elsewhere in proxy; none identified involving Winston in the independence determination .
Expertise & Qualifications
- Finance/accounting leadership: CFO roles at multiple large companies; Audit Committee Financial Expert designation .
- Risk oversight and capital allocation: Experience cited in CMG biography; chairs Audit & Risk Committee overseeing risk, cybersecurity, compliance .
- Corporate governance: NACD Board Leadership Fellow; active on multiple boards .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares beneficially owned (outstanding) | 26,650 | As of April 15, 2025 |
| Rights to acquire within 60 days | 0 | No options/SOSAR/RSUs vesting within 60 days |
| Total beneficial ownership | 26,650 | Less than 1% of class |
| Ownership guidelines | 5× annual cash retainer within 5 years | Non-employee directors must meet guideline |
| Guideline compliance | Met | All non-employee directors met as of 12/31/2024 except Laura Fuentes |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging/pledging and margin accounts |
Governance Assessment
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Strengths:
- Financial expertise and Audit & Risk leadership with SEC “Audit Committee Financial Expert” designation; direct oversight of audit firm, pre-approvals, and related-person transactions; authored Audit & Risk Committee Report .
- Independence confirmed by Board; active executive sessions reinforce independent oversight .
- Strong alignment through equity ownership and robust director ownership guidelines (5× cash retainer) with compliance met; hedging/pledging prohibited .
- Board-level engagement with shareholders and solid say-on-pay support (94% in 2024), indicating constructive governance environment .
-
Potential risks/considerations:
- External board service requires adherence to CMG’s limits (≤4 public boards; ≤3 audit committees); policy compliance confirmed as of April 2025, but ongoing monitoring is prudent for audit committee load across companies .
- Director cash vs equity mix: equity is fully vested and unrestricted at grant, which aids alignment but lacks holding period or performance linkage; mitigated by ownership guidelines and prohibition on hedging/pledging .
- Broader governance context: A shareholder proposal seeks an independent Chair policy; CMG currently has an independent Chair and opposes a rigid policy, but this ongoing debate may influence investor sentiment on board leadership structure .
No related-party transactions or conflicts were identified for Winston in the Board’s March 2025 independence review; the Audit & Risk Committee pre-approves and oversees any related-person transactions per policy .