Matthew Carey

About Matthew Carey

Matthew Carey (age 60) is an independent director of Chipotle Mexican Grill, Inc. (CMG) since 2021. He previously served at The Home Depot as Executive Vice President of Customer Experience and Executive Vice President/Chief Information Officer through December 2024, and earlier held senior technology roles at eBay and Walmart, bringing deep IT and cybersecurity expertise and large-scale retail operating experience. He holds an Associate of Applied Science degree from Oklahoma State University–Okmulgee . The Board determined Carey to be independent under NYSE standards in March 2025 .

Past Roles

External Roles

Board Governance

• Independence: The Board concluded all directors except the CEO are independent; Carey qualifies as independent .
• Committees: Audit & Risk Committee member; committee chaired by Mary Winston; eight meetings held in 2024 . Not designated as an Audit Committee Financial Expert (designation held by Winston and Maw) .
• Board Attendance: The Board held seven meetings in 2024, and each director attended at least 75% of Board and applicable committee meetings; all directors serving at the time attended the 2024 annual meeting .
• Board Leadership: Independent Chairman structure adopted in August 2024 (Chairman: Scott Maw); independent directors hold executive sessions at each regular Board meeting .
• Board Commitments: Directors limited to four public company boards (two if serving as a public company executive); all directors compliant as of April 2025 .
• Risk Oversight Focus: Audit & Risk Committee oversees cybersecurity, privacy, and data security programs with quarterly reports from CISO/CTO; the Board receives annual and quarterly updates on cybersecurity .

Fixed Compensation

• Program structure for non-employee directors (as amended August 2024): annual cash retainer $110,000; annual equity grant of fully vested, unrestricted shares with grant-date value $215,000; committee chair/member retainers (Audit & Risk chair $42,500; member $15,000; Compensation chair $37,500; member $15,000; Nominating chair $30,000; member $10,000); Chairman $200,000; Lead Independent Director $50,000; special CEO Selection Committee $15,000 (one-time) .
• 2024 compensation paid (for service in 2024): Carey received $125,000 in cash and $215,181 in stock awards (total $340,181) .

Performance Compensation

• Design: Non-employee directors receive fully vested, unrestricted common stock on the annual meeting date; no director performance metrics are disclosed for director equity or cash compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Core areas: Information technology, cybersecurity, large-scale retail operations and strategy; leadership credentials .
• Board skills matrix flags Carey for leadership, cybersecurity/IT systems, risk management, digital/social media/consumer trends, and investor relations/corporate governance (as part of Board’s balanced mix) .

Equity Ownership

• Stock Ownership Policy: Non-employee directors must own CMG stock valued at 5x annual cash retainer within five years; all met as of Dec 31, 2024 except Laura Fuentes (has until Sept 2028), implying Carey satisfied guidelines .
• Hedging/Pledging: Prohibited for directors and executive officers .

Notes:

• 2025 counts reflect CMG’s 50-for-1 stock split completed June 25, 2024; share figures in the 2025 proxy are adjusted for the split .

Governance Assessment

• Board Effectiveness: Carey’s placement on the Audit & Risk Committee aligns with his cybersecurity and IT background, reinforcing oversight of financial reporting, internal controls, and cyber risk—a priority area with formal quarterly reporting to the committee and Board .
• Independence & Attendance: Independent status, adequate meeting attendance, and participation on a fully independent committee support investor confidence in oversight quality .
• Ownership Alignment: Compliance with stringent director stock ownership guidelines and prohibition on hedging/pledging align interests with shareholders and reduce red-flag risks from leverage or hedging .
• Compensation Mix: Balanced cash retainer plus fully vested equity provide alignment without performance-distorting incentives; no meeting fees disclosed below the threshold, and program reviewed biennially by the Compensation Committee .
• Conflicts/Related-Party Exposure: CMG operates formal related-party transaction approval policies; no Carey-specific related-party transactions disclosed, and no compensation committee interlocks noted for the committee (Carey is not a member) .
• Shareholder Signals: Say-on-pay support remained high (94% in 2024), indicating broad shareholder confidence in CMG’s compensation governance ecosystem and board oversight; while this pertains to executives, it signals overall governance health .

Red Flags: None disclosed specific to Carey—no pledging/hedging, no related-party transactions, independence affirmed, and committee service aligned with expertise .