payment of all directors following the new director’s joining the Board; payment of, and issuance of the prorated RSU’s will be effective upon the later of the director’s joining the Board and the date of the annual shareholder meeting during the year in which the director joined. There may also be a prorated cash retainer provided when there is a separation from the Board, with the timing of payment of the prorated cash retainer to be determined by the Compensation Committee in its sole discretion.
Board Meeting Fee
Non-employee directors will receive $2,000 for each Board meeting. Multi-day Board meetings will be paid at $2,000 for each day of the meeting. These cash fees will be tracked and accrued by Chipotle. Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in June and December of each year. The appropriate tax elections must be made with Chipotle upon election to the Board.
Committee Meeting Fees
A committee meeting fee of $1,500 per meeting will be paid to each non-employee director attending the meeting in person, while telephonic participation in an in-person committee meeting pays a $750 fee. Meetings which are held telephonically for all members due to scheduling conflicts or logistics and which are full meetings where minutes are taken and normal committee business is conducted are eligible for the full $1,500 in-person meeting fee. Meetings held telephonically for updates or other brief matters and at which no minutes are taken pay a $750 fee.
These cash fees will be tracked and accrued by Chipotle. Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in June and December of each year. The appropriate tax elections must be made with Chipotle upon election to the Board.
These fees apply to the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. The chairperson and members of each committee are paid the same per-meeting fees.
Standard committee meeting fees will be provided irrespective of whether there is a Board meeting on the same day.
It may be necessary from time to time to have special meetings and/or participation of Board members in meetings other than the standard scheduled Board or committee meetings. Meetings of a substantive nature that require non-employee director participation or in which participation has been requested of a non-employee director are eligible for a $1,500 and $750 meeting fee for in-person and telephonic participation, respectively.
The same meeting fees will also apply in cases where non-employee directors are required to attend or have been invited to attend committee meetings for which they are not members.
Committee Chairperson Retainer
The chairperson of each committee will receive a retainer for their additional services to each committee. The chairperson of the Audit Committee will receive $20,000 annually;