Roger Theodoredis
CHIPOTLE MEXICAN GRILLAbout Roger Theodoredis
Roger Theodoredis, 66, has served as Chief Legal Officer and General Counsel of Chipotle since October 2018. He holds a B.A. from Wesleyan University and a J.D. from Boston University School of Law; prior roles include General Secretary of Danone North America and Executive Vice President, General Counsel and Corporate Secretary of The WhiteWave Foods Company until its April 2017 acquisition by Danone S.A., with earlier legal roles at Mead Johnson Nutritionals and Chiquita Brands International . Chipotle’s 2024 operating performance included $11.3 billion revenue (+14.6% YoY), 7.4% comparable restaurant sales growth, $3.2 million AUV, and 26.7% restaurant-level operating margin; compensation pay-for-performance linkages emphasize Restaurant Cash Flow (RCF) Dollars, Comparable Restaurant Sales growth, Site Assessment Requests, and RCF margin percentage . In 2024, Theodoredis’ Individual Performance Factor (IPF) was 175% based on litigation resolution, legal cost control, safety initiatives, and government engagement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danone North America | General Secretary | 2017–2018 (inferred by WhiteWave acquisition date) | Led legal, public affairs, communications, scientific affairs, and corporate security . |
| The WhiteWave Foods Company | EVP, General Counsel & Corporate Secretary | 2005–2017 | Guided legal/compliance through growth to acquisition by Danone S.A. in April 2017 . |
| Mead Johnson Nutritionals (Bristol Myers Squibb) | Division General Counsel | Not disclosed | Division-level legal leadership in nutritionals . |
| Chiquita Brands International | Legal roles | Not disclosed | Corporate legal experience in global consumer products . |
External Roles
No external directorships or board roles disclosed for Theodoredis in the 2025 proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $641,923 |
| Target Bonus (% of Base) | 90% |
| Target Bonus ($) | $580,500 |
| Actual Bonus Paid ($) | $1,049,254 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|
| Company Performance Factor (CPF) | Not disclosed | 176% | Factor in AIP payout | N/A (cash) |
| Individual Performance Factor (IPF) | Not disclosed | 175% | Factor in AIP payout | N/A (cash) |
| Brand Purpose Modifier | 0% baseline | +5% | +5% to AIP payout | N/A (cash) |
| Food Safety Modifier | Negative-only | 0% applied | No reduction | N/A (cash) |
| AIP Payout (Total) | $580,500 | $1,049,254 | 181% of target | N/A (cash) |
Long-Term Incentive (LTI) Awards – 2024 Grants
| Award Type | Grant Date | Shares/Units | Strike Price | Expiration | Grant-Date Fair Value ($) | Performance Metrics | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| PSU (Annual) | 2/9/2024 | Target 42,650; Max 127,950 | N/A | N/A | $2,250,513 | 3-year cumulative base RCF Dollars (90%) and total NROs (10%); payout 0–300% over 2024–2026 | Vests based on 2024–2026 performance; retirement/change-in-control provisions apply |
| SOSAR (Annual) | 2/9/2024 | 88,850 | $52.77 | 2/9/2031 | $1,500,179 | Stock price appreciation | 50% on 2nd anniversary; 50% on 3rd anniversary; 7-year term; retirement and CIC provisions |
| RSU (Retention) | 8/22/2024 | 93,546 | N/A | N/A | $5,000,034 | Service | 60% on 8/22/2025 and 40% on 8/22/2026, subject to continued employment |
| RSU (2023 AIP payout in RSUs) | 2/9/2024 | 2,300 | N/A | N/A | $121,364 | 2023 AIP >200% payout | Vests 50% on 2/9/2026 and 50% on 2/9/2027 |
Outstanding Equity at Fiscal Year-End 2024 (Positioning for future vesting/exercise)
| Award Type | Grant Date | Unexercisable/Unearned (#) | Market/Value ($) | Notes |
|---|---|---|---|---|
| SOSAR | 2/10/2022 | 60,800 | N/A | $31.56 strike; exp. 2/10/2029 |
| SOSAR | 2/9/2023 | 135,300 | N/A | $32.14 strike; exp. 2/9/2030 |
| SOSAR | 2/9/2024 | 88,850 | N/A | $52.77 strike; exp. 2/9/2031 |
| RSU (AIP RSU) | 2/9/2024 | 2,300 | $138,690 | Service vest |
| RSU (Retention) | 8/22/2024 | 93,546 | $5,640,824 | 60/40 vest over 1–2 years |
| PSU (Annual) | 2/9/2024 | 127,950 | $7,715,385 | Performance contingent; 2024–2026 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Direct) | 67,763 |
| Shares Beneficially Owned (Right to Acquire within 60 days) | 128,450 |
| Total Beneficial Ownership | 196,213 |
| Percentage of Class | * (less than 1%) |
- Stock ownership guideline: 3× base salary for Theodoredis; compliance as of December 31, 2024; executives have five years to achieve and must retain at least 50% of net shares if not on track by year three .
- Hedging and pledging prohibited under Chipotle’s Insider Trading Policy; no margin accounts or derivative hedges permitted .
Employment Terms
| Trigger | Salary ($) | Bonus ($) | Annual Equity Grants ($) | Benefits ($) |
|---|---|---|---|---|
| Termination Without Cause or Resignation for Good Reason | $967,500 | $1,920,004 | $16,833,505 | $20,110 |
| Change in Control (Double Trigger) | $1,290,000 | $2,210,254 | $31,623,270 | $26,813 |
| Retirement | $0 | $0 | $24,323,732 | $0 |
| Death or Disability | $0 | $0 | $30,551,016 | $0 |
Key terms and policies:
- Change-in-control treatment is double-trigger; no single-trigger acceleration; awards may be replaced with comparable awards, with vesting upon qualifying termination within two years post-CIC .
- Severance Plan: Pro-rata vesting of unvested PSUs and SOSARs/RSUs upon termination without cause or for good reason; SOSARs exercisable up to 12 months post-termination (or earlier expiry) .
- Clawback policy exceeds NYSE standards: recoupment for restatement-triggered overpayments and forfeiture for egregious conduct; effective for incentive comp on/after October 2, 2023 .
- Retirement eligibility defined as age + years of service ≥ 70; Theodoredis is retirement-eligible as of December 31, 2024 under plan definitions .
Investment Implications
- Pay-for-performance alignment: AIP payout was 181% of target driven by strong company factor (176%), high IPF (175%), and +5% Brand Purpose modifier; underscores linkage to operating metrics (RCF Dollars, CRS growth, RCF margin), suggesting continued incentive alignment with growth and cash generation .
- Near-term vesting/selling pressure: Large retention RSU grant from 8/22/2024 vests 60% on 8/22/2025 and 40% on 8/22/2026; 2023 AIP RSUs vest on 2/9/2026 and 2/9/2027; SOSAR tranches vest in 2025–2027, potentially creating trading windows around vest/exercise dates, though hedging/pledging is prohibited .
- Retention and retirement dynamics: Retirement eligibility and favorable continued vesting provisions for PSUs/SOSARs/RSUs reduce forfeiture risk and may mitigate immediate departure risk; however, significant equity value under CIC/retirement scenarios indicates meaningful economic optionality around transition events .
- Ownership alignment: Direct and right-to-acquire holdings total 196,213 shares (<1% of class), with compliance to stringent 3× salary ownership guidelines; prohibition on hedging/pledging supports alignment with shareholders .
- Governance safeguards: No option/SOSAR repricing, no single-trigger CIC vesting, and robust clawback policy lessen shareholder-unfriendly risk factors; no related party transactions involving Theodoredis disclosed .