Matthew Bush
CHIPOTLE MEXICAN GRILLAbout Matthew Bush
Matthew Bush is Chipotle Mexican Grill’s Principal Accounting Officer, appointed effective September 4, 2025 (age 42). He has spent a decade at Chipotle in progressively senior accounting, reporting, internal audit, treasury, and international accounting roles, and is credited with managing and developing top-performing teams across those functions . Company performance context during his senior-tenure period: 2024 revenue was $11.3B (+14.6% y/y), comparable restaurant sales grew 7.4%, adjusted diluted EPS rose 24.4%, and 3-year total annualized TSR was 20% .
Profile
| Attribute | Detail |
|---|---|
| Current Role | Principal Accounting Officer (effective Sep 4, 2025) |
| Age | 42 |
| Tenure at CMG | Since Feb 2015 |
| Functional Expertise | Financial reporting, internal audit, treasury, international accounting |
| 2024 Company Performance (context) | Revenue $11.3B; Comp sales +7.4%; Adj. diluted EPS +24.4%; 3-yr annualized TSR 20% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chipotle Mexican Grill | Vice President, Controller | Aug 25, 2025 – Sep 4, 2025 | Predecessor to principal accounting officer appointment; part of leadership continuity during finance org transitions |
| Chipotle Mexican Grill | Senior Director, Assistant Controller | Feb 2024 – Aug 25, 2025 | Managed and developed top-performing teams across reporting, IA, treasury, and international accounting |
| Chipotle Mexican Grill | Director, Assistant Controller | Jan 2021 – Feb 2024 | Expanded leadership across core accounting disciplines |
| Chipotle Mexican Grill | Various financial reporting, accounting and internal audit roles | Feb 2015 – Jan 2021 | Built internal capabilities across finance functions |
External Roles
- No external directorships or outside roles were disclosed in the appointment 8-K; Bush was not listed among executive officers in the 2025 proxy as of April 1, 2025 (prior to his appointment) .
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $340,000 annually (effective with promotion) |
| Target Annual Bonus | 35% of base salary (annual cash incentive) |
Performance Compensation
Role-Specific Equity Awards
| Award Type | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| RSU (incremental, promotion-related) | Oct 31, 2025 | $400,000 | 1/3 on each of the 1st, 2nd, 3rd anniversaries of grant date (expected Oct 31, 2026/2027/2028), subject to continued service | Timing consistent with policy to make mid-year equity grants during open trading windows following results |
Company Annual Incentive Plan (AIP) Architecture (context)
| Metric | Weighting | 2024 Target Definition | 2024 Actual | CPF/Payout Impact |
|---|---|---|---|---|
| Comparable Restaurant Sales (CRS) | 40% | Target range 4.4–5.4% | 7.4% | Contributed to 176% Company Performance Factor (CPF) |
| Restaurant Cash Flow (RCF) Margin % | 40% | Target range 26.0–26.5% | 26.7% | Contributed to CPF |
| Site Assessment Requests (SARs) | 20% | Target 430 | 460 | Contributed to CPF |
| Brand Purpose Modifier | +5% per pillar (Food & Animals, People, Environment) | Quantitative targets across ESG pillars | Increased AIP payout by +5% in 2024 | Applies to executive officers |
Note: Executive AIP payouts above 200% are paid partly in deferred stock units with mandatory deferral to reinforce alignment .
Long-Term Incentive (Program Features)
| Element | 2024 Design (NEO context) |
|---|---|
| PSU Metrics/Weighting | 3-year cumulative Base RCF Dollars (90%); total new restaurant openings (NROs) (10%) over 2024–2026; 0–300% payout; TSR underperformance cap if <25th percentile |
| SOSARs | 7-year term; vest 50% on each of 2nd and 3rd anniversaries; granted at FMV |
Equity Ownership & Alignment
- Hedging and pledging prohibited; no margin accounts or derivative hedges allowed for executive officers and directors .
- Executive stock ownership guidelines (policy): CEO 7x salary; CFO 4x; several other NEOs at 3x; executives have 5 years to comply; if not on track by year 3, must retain at least 50% of net shares from vesting/exercise; unvested RSUs count; PSUs until earned and SOSARs do not count .
- Clawback: Covers incentive comp in restatement scenarios (3-year lookback); Board may also require forfeiture for egregious conduct beyond NYSE minimums .
- Beneficial ownership for Matthew Bush was not disclosed in the 2025 proxy (as of April 15, 2025); his promotion and RSU grant occurred later in 2025 .
Employment Terms
| Topic | Terms |
|---|---|
| Appointment | Principal Accounting Officer effective Sep 4, 2025; prior appointment as VP, Controller on Aug 25, 2025 |
| Selection Arrangements | No arrangements/understandings pursuant to which selected; no family relationships with directors/executive officers; no Item 404(a) related-person transactions |
| Severance (Executive Officer Severance Plan) | For non-CEO executive officers: 1.5x (base salary + target AIP bonus) paid over 18 months upon qualifying termination (without cause/for good reason), plus pro-rated actual-year AIP bonus, 18 months employer portion of health benefits, and pro-rata vesting of unvested equity (performance awards vest based on actual performance); SOSARs exercisable up to 12 months post-termination (or earlier expiration) |
| Change-in-Control (CIC) Plan | Double-trigger only: upon CIC and qualifying termination, lump sum 2x (base + target bonus) plus prorated bonus and 2 years employer health cost; full vesting of unvested equity (PSUs at greater of target or actual through CIC date); no tax gross-ups; best-net cutback vs full-pay choice |
| Insider Trading Policy | Prohibits hedging/pledging and holding CMG stock in margin accounts |
Performance & Track Record (Context)
| Area | Evidence |
|---|---|
| Team leadership and execution | “Instrumental in managing and developing top performing teams” across reporting, IA, treasury, and international accounting during 10 years at Chipotle |
| Company financial performance | 2024 revenue $11.3B (+14.6% y/y), comp sales +7.4%, operating margin 16.9% (from 15.8%), restaurant-level margin 26.7% (+50 bps), adjusted diluted EPS +24.4% |
| Shareholder value | 3-year total annualized TSR 20% |
| Leadership transition environment | 2024 executive transitions led to one-time retention RSUs for key executives; 2025 results and 8-Ks reference stock-based compensation “retention grants” tied to CEO transition |
Vesting Schedules and Potential Selling Pressure
| Grant | Value | Vesting Dates | Potential Implications |
|---|---|---|---|
| Oct 31, 2025 RSU | $400,000 | 1/3 on Oct 31 of 2026, 2027, 2028 (subject to service) | Creates three discrete vesting dates that may coincide with potential 10b5-1 activity or liquidity needs; subject to insider trading windows and policy constraints |
Compensation Structure Analysis
- Increased at-risk pay mix: 2025 package includes modest base pay with equity via RSUs vesting over three years, aligning incentives with sustained results and retention .
- Strong governance guardrails: robust ownership guidelines, prohibitions on hedging/pledging, and an expansive clawback reduce misalignment risk and discourage excessive risk-taking .
- CIC economics: double-trigger with full equity vesting and no tax gross-up suggests balanced retention protection without shareholder-unfriendly features .
Investment Implications
- Alignment: Bush’s compensation is equity-forward with multi-year vesting, combined with stringent ownership/hedging rules and a robust clawback — positive for alignment and governance quality .
- Retention risk: The promotion-linked RSU ($400k) and severance/CIC frameworks mitigate near-term retention risk; vesting over three years creates predictable cadence but modest selling pressure around anniversaries, subject to trading windows .
- Execution: Deep internal experience across financial reporting, internal controls, and treasury supports continuity through leadership transitions, a period in which CMG continued to post strong operating results and maintain non-GAAP adjustments linked to transition-driven retention awards .
- Governance quality: No related-party transactions for Bush; company-level say-on-pay support (94% in 2024) and independent committee oversight with an independent consultant underscore shareholder-friendly practices .