Patricia Fili-Krushel
CHIPOTLE MEXICAN GRILLAbout Patricia Fili-Krushel
Independent director at Chipotle Mexican Grill since 2019; age 71 as of the June 11, 2025 annual meeting. Former CEO of Coqual (2019–2021), senior executive at Comcast/NBCUniversal (Division Chairman, NBCUniversal News Group; EVP, NBCUniversal), and EVP/Chief Administrative Officer at Time Warner Inc.; prior CEO of WebMD Health Division and senior roles at Disney-ABC and Lifetime. Education: BA in Communications (St. John’s University) and MBA (Fordham University). Core credentials span leadership, human capital, compensation governance, global operations, and organizational culture building .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coqual (Center for Talent Innovation) | Chief Executive Officer; Director; prior Chair of Board | CEO 2019–2021; current Director | Led global talent strategy think tank; governance role as Chair/Director |
| Comcast Corporation / NBCUniversal | Division Chairman, NBCUniversal News Group; Executive Vice President, NBCUniversal | 2011–2016 | Led major media division; enterprise leadership |
| Time Warner Inc. | EVP & Chief Administrative Officer | 2001–2011 | Enterprise-wide HR/compensation oversight and administration |
| WebMD Health Corp. | President & CEO, WebMD Health Division | 2000–2001 | Digital health leadership |
| The Walt Disney Company (Disney-ABC Television Group) | President, ABC Television Network; President, ABC Daytime | Not specified | Brand/media leadership |
| Lifetime Entertainment Services | SVP, Programming | 1988–1992 | Content strategy/programming |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Reddit, Inc. | Director | Current | Public company directorship |
| Coqual | Director; prior Chair | Current | Non-profit think tank governance |
| Dollar General Corporation | Director | Prior | Former public company directorship |
Board Governance
- Independence: The Board determined in March 2025 that all directors other than the CEO are independent; Fili-Krushel qualifies as independent .
- Committee leadership: Chair of the Compensation, People & Culture Committee (100% independent; 8 meetings in 2024) .
- Special committee service: Member of the ad hoc CEO Selection Committee (met ~12 times from Sept–Nov 2024), which recommended appointment of current CEO .
- Attendance: The Board held 7 meetings in 2024; all directors attended ≥75% of Board/committee meetings; all directors at the time attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session at each regular Board meeting in 2024; practice continues in 2025 .
- Governance posture: Independent Chairman (appointed Aug 2024), majority-independent Board (8 of 9), annual elections, majority vote standard with resignation policy, proxy access, prohibition on hedging/pledging, and robust stock ownership requirements .
Fixed Compensation
Director compensation program (amended Aug 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $110,000 | Paid pro-rata semiannually |
| Compensation Committee Chair Retainer | $37,500 | Chair premium |
| Special ad hoc CEO Selection Committee Fee | $15,000 | One-time for 2024 service |
| Annual Equity Grant (Fully Vested Shares) | $215,000 | Granted at annual meeting; shares equal to $215,000 / closing price |
2024 actual compensation for Patricia Fili-Krushel:
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $162,500 | $215,181 | $377,681 |
Grant detail: On June 6, 2024, non-employee directors received 3,350 fully vested shares valued at $64.23 per share (post-split) for the equity retainer period through the 2025 annual meeting .
Performance Compensation
As Compensation Committee Chair, Fili-Krushel oversees performance-linked executive pay.
2024 Annual Incentive Plan (AIP) metrics and results:
| Metric | Weight | Target | Actual 2024 | Result |
|---|---|---|---|---|
| Comparable Restaurant Sales (CRS) Growth | 40% | 4.4–5.4% | 7.4% | Above target; contributed to CPF 176% |
| Restaurant Cash Flow (RCF) Margin % | 40% | 26.0–26.5% | 26.7% | Above target; contributed to CPF 176% |
| Site Assessment Requests (SARs) | 20% | 430 | 460 | Above target; contributed to CPF 176% |
| Company Performance Factor (CPF) | — | 100% | — | 176% |
| Brand Purpose Modifier (Food & Animals; People; Environment) | ±15% total | See pillar targets | +5% overall modifier (47M local lbs; diversity turnover gap +3.2%; 14.6% Scope 1+2 reduction) | |
| Food Safety Modifier | Up to -20% only | — | — | Not applied for 2024 |
2024 PSUs (3-year performance period: 2024–2026) – metrics and payout curve:
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| 3-year Cumulative Base RCF Dollars (excludes restaurants opened after 1/1/2024) | 90% | $8,690M → 0% | $8,990–$9,140M → 90% | $9,540M → 270% |
| Total New Restaurant Openings (NROs) | 10% | 960 → 0% | 1,000–1,020 → 10% | 1,080 → 30% |
| TSR safeguard | Cap at 100% if 3-year relative TSR <25th percentile of S&P 500 | — | — | Provision applies |
Committee process and controls:
- Independent advisor: FW Cook retained; no conflicts; advised on market data, design, and retention awards; fees limited to compensation matters .
- No compensation committee interlocks; no payments to organizations of committee members beyond director compensation .
- High variable pay mix; strong ownership guidelines; broad clawback exceeding NYSE (egregious conduct forfeiture) .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Reddit, Inc. | Internet/Social Media | Director | No related-party transactions disclosed at CMG; policy requires Audit & Risk preapproval for >$120k related person transactions |
| Coqual | Non-profit/Think tank | Director; prior Chair | No related-party transactions disclosed at CMG |
| Dollar General Corporation | Discount Retail | Former Director | No compensation committee interlocks; none disclosed for CMG |
Expertise & Qualifications
- Extensive leadership, human resources, and compensation governance experience; contributions include strategy, talent management, and organizational culture .
- Public company board experience; branding/media and consumer engagement expertise aligned to Chipotle’s brand-led growth .
- Global operations exposure through senior roles at major media companies; complements CMG’s international expansion .
Equity Ownership
| Holder | Shares Beneficially Owned (Outstanding) | Right to Acquire (60 days) | Total Beneficial | % of Class | Notes |
|---|---|---|---|---|---|
| Patricia Fili-Krushel | 37,700 | 0 | 37,700 | <1% | Includes 50 shares jointly with husband |
Ownership alignment and restrictions:
- Director stock ownership guideline: 5× annual cash retainer; all non-employee directors met requirement as of Dec 31, 2024 except Laura Fuentes (2023 appointee; compliance due by 2028) .
- Insider Trading Policy prohibits hedging and pledging; no margin accounts .
Governance Assessment
-
Strengths
- Independent Chair of Compensation Committee; eight meetings in 2024; rigorous pay oversight with multi-factor AIP and performance PSUs tied to cash flow, margin, unit growth, and brand purpose .
- Robust governance features (majority-independent board, majority vote with resignation policy, proxy access, anti-hedging/pledging, enhanced clawback) bolster investor alignment .
- High say-on-pay support (94% in 2024) indicates investor endorsement of pay design; Committee engaged holders representing 29% of shares ahead of 2025 .
- Use of independent consultant (FW Cook) without conflicts; no interlocks; transparent peer group and percentile positioning .
-
Watch items
- 2024 one-time executive retention RSUs across senior team during CEO transition; while investor feedback was supportive and awards had staggered vesting, continued discipline on special awards is important to avoid pay inflation drift .
- Ongoing flexibility on Chair independence policy drew a shareholder proposal; while CMG currently has an independent Chair, policy-level codification is opposed by the Board—monitor votes and sentiment .
-
Red flags
- None disclosed specific to Fili-Krushel: no related-party transactions, no hedging/pledging, no committee interlocks, no delinquent Section 16 filings for directors (2024 exception was a non-director officer) .