Robin Hickenlooper
CHIPOTLE MEXICAN GRILLAbout Robin Hickenlooper
Robin Hickenlooper, 46, has served on Chipotle’s Board since 2016 and is currently an independent director. She is Senior Vice President of Corporate Development at Liberty Media and previously held senior corporate development roles across Liberty affiliates; earlier roles include Del Monte Foods and investment banking at Thomas Weisel Partners. She serves on the Board of Sirius XM Holdings Inc. and previously served on FTD Companies, Inc.; she holds a B.A. in Public Policy from Duke and an MBA from Northwestern’s Kellogg School. Her core credentials include marketing/new media and public company corporate governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media | Senior Vice President, Corporate Development | 2010–present (senior corp dev roles since 2010) | Corporate development leadership across Liberty entities |
| Del Monte Foods | Corporate/operating role (prior to joining Liberty Media) | Prior to 2008 | Commercial/strategic experience prior to Liberty Media |
| Thomas Weisel Partners | Investment Banking | Prior to 2008 | Capital markets/transaction experience |
External Roles
| Company | Role | Committees/Notes |
|---|---|---|
| Sirius XM Holdings Inc. | Director | Current public directorship (committees not disclosed in CMG proxy) |
| FTD Companies, Inc. | Director (former) | Prior public directorship |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Hickenlooper is independent.
- Current committee assignments: Chair, Nominating & Corporate Governance Committee (members: Hickenlooper (Chair), Albert Baldocchi, Gregg Engles); 4 meetings in 2024.
- Additional service: Member, ad hoc CEO Selection Committee (Sept–Nov 2024; ~12 meetings).
- Board attendance/engagement: Board held 7 meetings in 2024; each director attended at least 75% of Board/committee meetings during their service; all directors then serving attended the 2024 annual meeting.
- Board leadership structure: Independent Chairman (Scott Maw); independent directors meet in executive session at each regular Board meeting.
- Board skills mapped to Hickenlooper: Branding/Marketing/Media; Digital/Social/Consumer Trends; Investor Relations/Corporate Governance; International Operations.
- Overboarding policy: Max four public boards (or two if an executive officer); all directors compliant as of April 2025.
Fixed Compensation (Director)
| Component | Amount/Policy |
|---|---|
| Annual cash retainer (non-employee directors) | $110,000 |
| Committee chair retainers | Nominating & Corporate Governance Chair: $30,000; Audit Chair: $42,500; Compensation Chair: $37,500 |
| Committee member retainers | Nominating & Corporate Governance: $10,000; Audit: $15,000; Compensation: $15,000 |
| Additional fees | $2,000 per formal committee meeting over 8; one-time $15,000 for 2024 CEO Selection Committee members |
| Hickenlooper – 2024 Cash Earned | Amount |
|---|---|
| Base Board retainer | $110,000 |
| Nominating & Corporate Governance Chair retainer | $30,000 |
| CEO Selection Committee one-time fee | $15,000 (approved; payable May 2025) |
| Total cash | $155,000 |
Performance Compensation (Director)
| Equity Component | Grant Date | Shares | Per-Share Value | Grant-Date Fair Value | Vesting/Deferral |
|---|---|---|---|---|---|
| Annual equity retainer (fully vested stock) | June 6, 2024 | 3,350 | $64.23 | $215,181 | Fully vested, unrestricted; directors could elect to defer; none did in 2024 |
- Mix (2024): Cash $155,000 vs. equity $215,181; Total $370,181; equity ≈58%, cash ≈42% (components per proxy).
Directors do not receive options or performance-conditioned equity; compensation is retainer cash plus fully vested stock, aligning pay with shareholder outcomes without KPI-linked metrics.
Other Directorships & Interlocks
| Company | Relationship to CMG | Interlock/Conflict Note |
|---|---|---|
| Sirius XM Holdings Inc. (current) | External board seat | No interlocks with CMG disclosed in proxy; standard related-party review policy applies company-wide |
| FTD Companies, Inc. (prior) | Former external board | No CMG interlock disclosed |
Expertise & Qualifications
- Marketing, media, and new/digital consumer trends; investor relations/corporate governance; international operations (as per CMG skills matrix).
- Senior corporate development leadership at Liberty Media; public company governance experience at Sirius XM; prior investment banking background.
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned (Apr 15, 2025) | 41,510 |
| Shares outstanding (Apr 15, 2025) | 1,347,974,989 |
| Ownership as % of shares outstanding | ~0.0031% (computed from 41,510 / 1,347,974,989) |
| Director stock ownership guideline | 5x annual cash retainer within 5 years |
| Compliance status | All non-employee directors met guideline as of 12/31/24 except Laura Fuentes (elected Sept 2023; has until Sept 2028) |
| Hedging/pledging | Prohibited for directors and officers |
Governance Assessment
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Strengths and signals supporting investor confidence:
- Independent Chair and fully independent key committees; Hickenlooper chairs Nominating & Corporate Governance, which oversees board refreshment, ESG/sustainability policies, and government affairs—areas material to CMG’s brand and risk oversight.
- Robust director ownership guideline (5x cash retainer) with compliance reported by all non-employee directors except a new appointee still within her window; hedging/pledging ban reinforces alignment.
- Strong shareholder engagement and support: 2024 say-on-pay received over 94% approval; directors conduct executive sessions at each regular meeting.
- Overboarding guardrails in place; all directors in compliance as of April 2025.
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Potential watch items (no specific red flags disclosed regarding Hickenlooper):
- Liberty Media affiliation and Sirius XM directorship: no related-person transactions involving Hickenlooper are disclosed in the portions of the proxy reviewed; CMG’s Audit & Risk Committee pre-approves and oversees any related-person transactions ≥$120,000 (policy summarized). Continued monitoring is standard practice.
- CEO transition governance: Hickenlooper served on the ad hoc CEO Selection Committee; one-time additional director fees of $15,000 were paid to members for the extra workload—transparent and modest, but noteworthy as a special committee event.
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Attendance and effectiveness indicators:
- Board met 7 times in 2024; each director met at least the 75% attendance threshold; all directors serving attended the 2024 annual meeting.
Overall, Hickenlooper presents as an engaged, independent director with relevant media/marketing and governance expertise; her role chairing Nominating & Corporate Governance positions her at the center of ESG and board refreshment oversight. No conflict red flags are disclosed in the proxy; ownership alignment and risk policies are strong.