Mauricio Gutierrez
CHIPOTLE MEXICAN GRILLAbout Mauricio Gutierrez
Mauricio Gutierrez (age 54) has served as an independent director of Chipotle Mexican Grill since 2021. He was President and CEO of NRG Energy (2015–2023) and previously held senior operating and commercial roles at NRG and Clearway Energy, with earlier experience at Dynegy and DTP Consultores. He holds a BS in Industrial Engineering (Universidad Panamericana), an MS in Mineral Economics (Colorado School of Mines), and an MS in Petroleum Economics (French Petroleum Institute), and brings CEO, strategic planning, risk management, and sustainability expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NRG Energy, Inc. | President & CEO | Dec 2015 – Nov 2023 | Led strategy, risk management, sustainability oversight |
| NRG Energy, Inc. | EVP & COO | Jul 2010 – Dec 2015 | Senior operations leadership |
| NRG Energy, Inc. | EVP – Commercial Operations | Jan 2009 – Jul 2010 | Commercial leadership |
| NRG Energy, Inc. | SVP – Commercial Operations | Mar 2008 – Jan 2009 | Commercial leadership |
| Clearway Energy, Inc. (formerly NRG Yield) | Interim President & CEO | Dec 2015 – May 2016 | Transition leadership post spin-off |
| Clearway Energy, Inc. | EVP & COO | Dec 2012 – Dec 2015 | Operations leadership |
| Dynegy | Various roles | Not disclosed | Commercial and trading organization |
| DTP Consultores | Various roles | Not disclosed | Mexico City-based consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CECP (Chief Executives for Corporate Purpose) | Director | Current | Non-profit board service |
| Drexel University | Director | Current | Non-profit board service |
| NRG Energy, Inc. | Director | Prior | Previously served on public company board |
| Clearway Energy, Inc. | Director | Prior | Previously served on public company board |
Board Governance
- Committee assignments: Member, Compensation, People & Culture Committee; the Committee is 100% independent and held 8 meetings in 2024 .
- Independence: Chipotle’s board (except the CEO) is comprised of independent directors; all standing committees are chaired and composed solely of independent directors .
- Attendance: The board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Scott Maw) since August 12, 2024; board recommends against a fixed independent chair policy to preserve flexibility, but currently maintains independent leadership and frequent executive sessions of the board and committees without management present .
- Risk oversight: Clear delineation across Audit & Risk, Compensation, and Nominating & Corporate Governance Committees; related person transactions overseen by Audit & Risk .
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $120,417 | Cash compensation for board/committee service; did not receive the one-time $15,000 CEO Selection Committee fee (paid to Maw, Fili-Krushel, Hickenlooper) |
Director compensation program (amended Aug 2024):
| Component | Cash Retainer | Equity Retainer |
|---|---|---|
| Annual Director Retainer | $110,000 | $215,000 (fully vested shares) |
| Chairman of the Board | $200,000 | — |
| Lead Independent Director | $50,000 | — |
| Committee Chair – Audit & Risk | $42,500 | — |
| Committee Chair – Compensation, People & Culture | $37,500 | — |
| Committee Chair – Nominating & Corporate Governance | $30,000 | — |
| Committee Member – Audit & Risk | $15,000 | — |
| Committee Member – Compensation, People & Culture | $15,000 | — |
| Committee Member – Nominating & Corporate Governance | $10,000 | — |
| Ad Hoc CEO Selection Committee | $15,000 one-time | — |
Performance Compensation
Director equity grant details:
| Grant Date | Shares Granted | Grant Price | Vesting | Deferral Election |
|---|---|---|---|---|
| Jun 6, 2024 | 3,350 | $64.23 | Fully vested, unrestricted at grant | None elected by directors in 2024 |
- Directors receive fully vested, unrestricted shares annually; no performance metrics (e.g., TSR, EBITDA) are attached to director equity awards .
Other Directorships & Interlocks
- Public company directorships: None currently disclosed; prior boards at NRG Energy and Clearway Energy (energy sector) .
- Interlocks/conflicts: No interlocks with Chipotle competitors/suppliers/customers disclosed; related person transactions are reviewed under a formal policy, with current transactions described elsewhere in the proxy; no Gutierrez-specific related party transactions are disclosed in available sections .
Expertise & Qualifications
- Board-designated qualifications: CEO perspective on operations, strategic planning, risk management, and environmental/sustainability issues .
- Board skills matrix: Board collectively covers leadership, finance/accounting, risk management, sustainability, governance; Gutierrez contributes leadership, risk management, sustainability, and governance experience to this mix .
Equity Ownership
| Holder | Shares Outstanding | Right to Acquire (60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Mauricio Guttierez | 31,400 | 0 | 31,400 | <1% (*) |
- Stock ownership guideline: Directors must hold Chipotle stock with market value ≥5x annual cash retainer (i.e., ≥$550,000) within 5 years of election; all non-employee directors met the requirement as of Dec 31, 2024 except Laura Fuentes (elected Sep 2023, has until Sep 2028) .
- Pledging/hedging: The proxy describes stock ownership and recovery policies and insider trading prohibitions generally; no pledging by Gutierrez is disclosed in the beneficial ownership section .
Governance Assessment
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Independence and committee engagement: Independent director serving on a key committee that met 8 times in 2024; committee retains independent advisor FW Cook and found no consultant conflicts; scope includes executive pay oversight, human capital, succession, ownership/recovery policies, and risk reviews .
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Attendance and alignment: Meets board/committee attendance threshold; receives standard director cash/equity mix; complies with stock ownership guideline (per board-wide status) .
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Ownership: 31,400 shares beneficially owned; no right-to-acquire shares within 60 days; no pledging disclosed .
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Related-party exposure: Board maintains robust related person transaction policy under Audit & Risk oversight; no Gutierrez-specific transactions disclosed in available sections .
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Board leadership: Independent chairman and regular executive sessions support independent oversight, though the board opposes a rigid independent chair mandate; current structure provides effective independent leadership .
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RED FLAGS
- None observed in the proxy regarding Gutierrez: no attendance shortfalls, no disclosed related-party transactions, no pledging, and independent committee service with use of independent compensation consultant .