Scott Boatwright
CHIPOTLE MEXICAN GRILLAbout Scott Boatwright
Scott Boatwright (age 52) is Chief Executive Officer of Chipotle Mexican Grill and a director since November 2024; he served as Interim CEO from August–November 2024 and previously as Chief Operating Officer and Chief Restaurant Officer after joining Chipotle in May 2017. He spent 18 years at Arby’s, including six years as SVP of Operations overseeing ~1,700 restaurants, and holds an MBA from Georgia State University; he also serves on the board of Academy Sports and Outdoors, Inc. . Under his senior leadership in 2024, Chipotle delivered 14.6% revenue growth to $11.3B, operating margin expanded to 16.9%, restaurant-level margin reached 26.7%, and 3-year annualized TSR stood at 20% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chipotle Mexican Grill | CEO (Nov 2024–present); Interim CEO (Aug–Nov 2024); COO/Chief Restaurant Officer (2017–2024) | 2017–present | Drove throughput and digital operations; record 304 openings; executed 50:1 stock split; advanced automation pilots (Hyphen, Autocado) and AI hiring (Ava Cado) . |
| Arby’s Restaurant Group | Senior Vice President of Operations (among various leadership roles) | 18 years, culminating in 2017 | Responsible for performance of >1,700 locations across multiple states, demonstrating large-scale operating discipline . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Academy Sports and Outdoors, Inc. | Director | Current | Public company directorship . |
Fixed Compensation
Multi-year summary (as reported in SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 562,692 | 607,500 | 768,461 |
| Target bonus (% of base) | — | 90% | 115% (raised from 100% in Aug 2024) |
| Actual cash bonus ($) | 465,278 | 1,170,000 | 1,577,324 |
| All other compensation ($) | 52,515 | 66,252 | 169,728 |
Notes:
- Base salary was increased from $650,000 to $670,000 on Feb 12, 2024, and to $1,000,000 in Aug 2024 upon appointment as Interim CEO .
- “All other” in 2024 included retirement plan contributions ($43,511), personal aircraft use ($33,124), tax reimbursements ($1,810), and personal security and other benefits ($91,284) .
Performance Compensation
2024 Annual Incentive Plan (AIP) – structure and outcome
| Component | Weight | Target | Actual 2024 | Payout basis |
|---|---|---|---|---|
| Comparable Restaurant Sales (CRS) | 40% | 4.4–5.4% | 7.4% | Contributed to CPF 176% |
| Restaurant Cash Flow (RCF) Margin % | 40% | 26.0–26.5% | 26.7% | Contributed to CPF 176% |
| Site Assessment Requests (SARs) | 20% | 430 | 460 | Contributed to CPF 176% |
| Brand Purpose modifier | ±15% | Pillars: Food & Animals; People; Environment | +5% total | Increased payout by +5% |
| CEO Individual Performance Factor (IPF) | 25% of AIP | — | 190% | Committee assessment |
- Company Performance Factor (CPF): 176% (above target on all three metrics) .
- Total CEO AIP payout: 185% of target, equating to $1,577,324 for 2024 (prorated in role) .
- AIP targets and changes: CEO target moved to 115% of base in Aug 2024 (from 100% earlier in 2024; was 90% in 2023) .
2024 Long-Term Incentives (LTI) – grants and terms
| Award | Grant date | Quantity/Value | Key terms |
|---|---|---|---|
| PSUs (2024–2026) | 2/9/2024 | 56,900 target PSUs | 3-year metrics: 90% 3-yr cumulative Base RCF Dollars; 10% total NROs; payout 0–300% with TSR cap at 100% if 3-yr relative TSR <25th percentile; scheduled vest after 12/31/2026 performance period . |
| SOSARs | 2/9/2024 | 118,500 at $52.77 | Vest 50% on 2/9/2026 and 50% on 2/9/2027; 7-year term . |
| 2023 AIP RSUs | 2/9/2024 | 2,250 RSUs | Payout of 2023 AIP above 200% paid as RSUs; vest 50% on 2/9/2026 and 50% on 2/9/2027 . |
| Interim CEO RSUs (one-time) | 8/22/2024 | $3.5M (65,482 RSUs) | Vest 100% on 8/22/2025 . |
| Retention RSUs (one-time) | 8/22/2024 | $8.0M (149,673 RSUs) | Vest 60% on 8/22/2025 and 40% on 8/22/2026 . |
Program mix and pay-for-performance:
- 2024 annual LTI target value: $5,000,000 (60% PSUs; 40% SOSARs) .
- One-time retention and interim CEO RSUs increase the 2024 time-based equity component (retention rationale: leadership continuity through CEO transition) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 491,236 shares (118,886 outstanding; 372,350 right to acquire within 60 days); <1% of outstanding . |
| Unvested equity at 12/31/2024 | RSUs: 149,673 (retention) and 65,482 (interim CEO) . PSUs unearned: 46,431 (2022 PSU at 66% earned), 252,150 (2023 PSU at maximum projection at that date), 170,700 (2024 PSU at maximum projection at that date) . |
| SOSARs – exercisable/unexercisable | 165,200 exercisable (2021 grant); 81,850 exercisable / 81,800 unexercisable (2022 grant); 87,000 unexercisable (2023 grant); 118,500 unexercisable (2024 grant) . |
| Ownership guidelines | CEO: 7x base salary; all NEOs in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited for executives and directors . |
| 10b5‑1 trading plan | Adopted 12/6/2024 to sell up to 247,050 shares from 3/5/2025 to 12/31/2025, subject to conditions; adopted in open window under policy . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: cash severance of 2x (CEO) base salary + target AIP (paid over 24 months for CEO); pro‑rated AIP based on actual performance; 24 months of health benefits; pro‑rata vesting of unvested equity (performance awards based on actual performance); SOSARs exercisable for 12 months . |
| Change‑in‑Control (Double Trigger) | If CIC plus qualifying termination: lump sum 2x base + target bonus; pro‑rated bonus; 2 years of benefits; all unvested LTI vests (PSUs at greater of target or actual through CIC date); no excise tax gross‑ups (best‑net cutback applies) . |
| Potential payouts (12/31/2024 scenario) | Without cause/good reason: Salary $2,000,000; Bonus $3,877,324; Annual equity grants $25,732,082; Benefits $26,813 . CIC double trigger: Salary $2,000,000; Bonus $3,877,324; Annual equity grants $46,135,221; Benefits $26,813 . |
| Clawback | Executive Compensation Recovery Policy exceeds NYSE standards; allows recoupment after restatements and forfeiture for egregious conduct . |
| Insider trading/10b5‑1 | Policy requires pre‑clearance and codifies cooling‑off and 10b5‑1 requirements consistent with SEC rules . |
| Restrictive covenants | Severance plan benefits require signed release including confidentiality, non‑solicitation and non‑disparagement . |
| Historical agreement | Executive Agreement dated May 29, 2017 (reference) . |
Board Governance
- Board service: Director since November 2024; CEO is not independent; 8 of 9 directors are independent .
- Board leadership: Independent chairman (Scott Maw); roles of Chair and CEO separated since Aug 2024; directors meet in executive session quarterly .
- Committees: All three standing committees (Audit & Risk; Compensation, People & Culture; Nominating & Corporate Governance) are fully independent; employee directors do not serve on committees .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of Board/committee meetings during their service period .
- Director compensation: Employee directors receive no director pay; non‑employee director retainer and equity structure outlined separately .
Director Compensation and Say‑on‑Pay Signals
- Say‑on‑Pay support: >94% approval at 2024 annual meeting, signaling strong investor support for the executive pay program .
- Committee oversight and consultant: Compensation, People & Culture Committee (independent) retains FW Cook as its independent advisor; no management conflicts .
- No problematic practices: Prohibits hedging/pledging; no stock option/SOSAR repricing/reloads; no single‑trigger equity acceleration; no tax gross‑ups .
Deferred Compensation and Perquisites
| Item | 2024 |
|---|---|
| Supplemental Deferred Investment Plan – Executive contributions | $307,384 |
| Company match | $29,711 |
| Aggregate 2024 plan earnings | $68,771 |
| Aggregate balance at 12/31/2024 | $875,605 |
| Perquisites (selected) | Personal aircraft use $33,124; personal security included within “Other”; meal card tax gross-ups, life insurance, gym allowance . |
Compensation Structure Analysis
- Cash vs equity mix: 2024 CEO target total direct compensation was heavily at-risk with annual LTI (60% PSUs; 40% SOSARs). However, the CEO transition prompted one-time time-based RSU grants ($11.5M combined interim + retention), increasing time‑vested equity weight in 2024 for retention .
- Performance metric rigor: 2024 AIP metrics tied to CRS growth, RCF margin, and SARs with a sustainability modifier; CPF 176% indicates strong operating delivery in year .
- Long-term alignment: PSU metrics emphasize 3‑yr cumulative Base RCF Dollars (90%) and total NROs (10%) with a relative TSR cap, tightening pay‑for‑performance linkage; 2022–2024 PSU tranche paid 66% of target, evidencing calibration .
Vesting Schedules and Potential Insider Selling Pressure
- Near‑term vesting “bulge”: 100% of interim CEO RSUs vest on 8/22/2025; retention RSUs vest 60% on 8/22/2025 and 40% on 8/22/2026, creating concentrated vesting windows .
- 10b5‑1 plan for 2025: Written plan adopted on 12/6/2024 to sell up to 247,050 shares between 3/5/2025 and 12/31/2025, potentially adding supply coincident with August 2025 vesting events (plan adopted under policy during open window) .
Employment Risk, Severance, and Change‑in‑Control Economics
- Retention risk mitigants: Ownership guideline (7x salary), prohibition on hedging/pledging, clawback policy, and severance/CIC protections .
- Termination/CIC costs: Modeled payouts as of 12/31/2024 indicate equity comprises the majority of exposure (e.g., $46.1M equity under CIC double‑trigger), with cash components of 2x base+target bonus; no excise tax gross‑ups .
Equity Ownership & Pledging/Hedging Policy Compliance
- Beneficial ownership: 491,236 shares (<1%); rights to acquire 372,350 within 60 days .
- Pledging/hedging: Prohibited; no margin accounts permitted .
- Ownership guidelines: CEO 7x salary; in compliance as of 12/31/2024 .
Board Service Considerations (Dual Role)
- Dual role: CEO and director; not independent .
- Governance mitigants: Independent Chair; 8/9 independent directors; independent-only executive sessions each quarter; all committees independent; employee directors receive no director compensation .
Investment Implications
- Strong operating alignment: AIP/PSU metrics tightly track CRS growth, RCF margin/RCF dollars, and unit growth, with a TSR cap limiting windfalls—supportive of pay-for-performance over multi-year horizons .
- Near‑term selling overhang: A pre‑arranged 10b5‑1 plan for up to 247,050 shares in 2025 coincides with significant RSU vesting in Aug 2025 (interim CEO and retention awards), a potential short-term supply factor to monitor in liquidity/technicals analysis .
- Retention and continuity: 2024 one-time RSUs were used to ensure leadership stability through transition; they increase time-based equity exposure in 2025–2026 but are finite and complemented by PSU-heavy ongoing design .
- Downside protection and governance: Robust clawback, no hedging/pledging, high ownership requirements, independent chair, and 94% Say-on-Pay support reduce governance and incentive risk perception .
Citations: All facts, numbers, and statements are sourced from Chipotle’s 2025 DEF 14A proxy and SEC filings as indicated above.