Big Bussines In Little Towns

Chapter 2 Case Study
In analyzing the corporate governance structure of Chipotle, the company consists of two chief executive officers and a board of directors that consists of five members. Thecompany is a publicly-owned corporation that allows shareholders to meet and vote on certain issues, as well as voting for the company’s board members when there is an election. Founded in 1993 bySteve Ells, Ells has served as the director of the company since 1996 and was appointed the Chairman of the Board of Directors in 2005. Ells maintains a big presence throughout the company since he servesin many various roles for the firm. Ells is compensated for his roles in the company with an annual salary of $1.28 million, along with option awards that total over $15 million and a non-equityincentive plan that totals $2.652 million, for a total annual compensation of about $19.39 million. Also, Ells controls the largest amount of stock and stock options in the company for a privateshareholder, controlling 246,802 shares of common stock.
Also sharing the title of Chief Executive Officer with Steve Ells is Montgomery Moran. Moran has been in this role since January 2009 and has beeninvolved with the company since 1996, as President, Chief Operating Officer, and as the president of a Denver-based law firm, where he served as general counsel for Chipotle. Moran also receives a largecompensation from the company with an annual amount of $18.76 million, which includes $1.08 million in base salary along with 148,837 shares of common stock, various stock options, and other variousassets.
The Board of Directors for Chipotle consists of five members, not including Ells and Montgomery. These directors are Albert Baldocchi, John Charlesworth, Neil Flanzraich, Patrick Flynn, andDarlene Friedman. These directors for Chipotle are considered independent since none of them besides Ells and Montgomery have any direct ties or interests within the company, therefore making them...