Scott Maw

About Scott Maw

Independent Chairman of the Board at Chipotle Mexican Grill since August 12, 2024; director since 2019; age 57; brings deep finance and governance expertise as former EVP & CFO of Starbucks (2014–2018) and prior senior finance roles at SeaBright, JPMorgan Consumer Bank, Washington Mutual, GE Capital, and KPMG; BBA in Accounting from Gonzaga University . Independently determined by the Board to be an independent director; designated an “Audit Committee Financial Expert” under SEC rules .

Past Roles

External Roles

Board Governance

• Current positions and committees: Independent Chairman of the Board; Audit & Risk Committee member; Audit Committee Financial Expert .
• Special committee leadership: Chaired ad hoc CEO Selection Committee (Sep–Nov 2024) that oversaw the external search and appointment of CEO Scott Boatwright .
• Independence: Board determined in March 2025 that all directors other than the CEO are independent; Maw qualifies as independent .
• Attendance and engagement: Board held seven meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors present at the 2024 annual meeting .
• Executive sessions: Independent directors met in executive session at the end of each regularly scheduled Board meeting in 2024, chaired by the non-employee leader (Lead Independent Director prior to Aug 2024; Chairman thereafter) .
• Shareholder mandates: 2025 director election—Maw received 1,074,766,164 votes “FOR,” 12,344,415 “AGAINST,” 2,931,889 “ABSTAIN” (93,175,913 broker non-votes) .
• Say-on-pay signaling: 2025 advisory vote approved with 603,124,052 “FOR,” 484,840,689 “AGAINST,” 2,077,727 “ABSTAIN” (broker non-votes 93,175,913); 2024 say-on-pay received over 94% support .

Fixed Compensation

• Non-Employee Director Program (amended August 2024 to add Chairman compensation): cash retainer $110,000 for all directors; stock awards of fully vested, unrestricted shares valued at $215,000 at grant; Chairman of the Board cash retainer $200,000; Lead Independent Director cash retainer $50,000; Committee chair retainers—Audit & Risk $42,500; Compensation, People & Culture $37,500; Nominating & Corporate Governance $30,000; Committee member retainers—Audit & Risk $15,000; Compensation, People & Culture $15,000; Nominating & Corporate Governance $10,000; one-time $15,000 for CEO Selection Committee service; $2,000 per formal committee meeting beyond eight annually .
• Stock grant mechanics: annual grant on shareholder meeting date equal to $215,000 divided by closing price; fully vested/unrestricted; directors may elect to defer receipt prior to year-end; in 2024 none deferred .
• Director stock ownership guideline: each non-employee director must own 5× annual cash retainer within five years of election; all met as of Dec 31, 2024 except Laura Fuentes (has until Sept 2028) .
• Maw’s 2024 compensation: Fees Earned/Paid in Cash $290,208; Stock Awards $215,181; Total $505,390; includes $15,000 for CEO Selection Committee work and Chairman retainer at $200,000 for full year in 2024 (in lieu of the Lead Independent Director retainer) .

Performance Compensation

• Non-employee directors do not receive performance-based cash (bonuses) or options/PSUs; equity is delivered as fully vested, unrestricted shares per policy; no director deferrals in 2024 .

Other Directorships & Interlocks

• Current public boards: Avista Corporation; Alcon Inc.; education board role at Gonzaga University; prior board at Root, Inc. .
• Board commitments policy: Directors limited to four public company boards (including Chipotle), and Audit & Risk Committee members may serve on no more than three public company audit committees concurrently; all directors in compliance as of April 2025 .
• No compensation committee interlocks: Compensation, People & Culture Committee members are independent; no interlocks; consultant FW Cook retained; no conflicts of interest .

Expertise & Qualifications

• Skills matrix: Finance/Accounting; Investor Relations/Corporate Governance; Leadership; Risk Management; International Operations; aligns with Audit & Risk oversight needs .
• Qualifications narrative: Extensive CFO and finance leadership across consumer, financial services, and insurance sectors; experienced in risk, internal controls, and public company governance; BBA in Accounting (Gonzaga) .

Equity Ownership

• Company-wide hedging/pledging prohibition applies to directors and executives; no pledging permitted; no margin accounts; prohibits derivatives and similar instruments .

Governance Assessment

• Strengths: Independent Chairman with deep finance and audit expertise; serves on Audit & Risk Committee and designated as Audit Committee Financial Expert; robust independent oversight structure with executive sessions every quarterly Board meeting; broad shareholder support for Maw’s re-election and for overall governance framework reflected in say-on-pay approvals .
• Alignment: Director equity is granted as fully vested common stock with significant ownership guidelines (5× cash retainer), and Maw meets guideline compliance (company-wide compliance noted, with single exception unrelated to Maw) .
• Conflicts/Related-party exposure: Board’s independence review found no compromising relationships for Maw; related person transactions policy requires Audit & Risk Committee pre-approval; no Maw-related transactions disclosed; Baldocchi’s registration rights were assessed as non-conflicting for independence .
• RED FLAGS: None disclosed specific to Maw—no pledging/hedging permitted by policy; no compensation interlocks; committee independence affirmed; watch item is expanded cash retainer for independent Chairman instituted in Aug 2024, but applied in response to leadership transition and disclosed transparently with one-time CEO Selection Committee fees .
• Shareholder feedback: 2025 vote results confirm strong support for Board slate and auditor ratification; independent chair proposal (binding policy) failed, while the Board maintained flexibility and currently operates with an independent chair (Maw), aligning with many investors’ governance preferences without adopting a rigid bylaw change .