Pursuant to the 2022 Stock Incentive Plan, we grant stock options, SOSARs, RSUs, or PSUs to employees and non-employee directors. We issue shares of common stock upon the exercise of stock options and SOSARs, and the vesting of RSUs and PSUs.

Under the 2022 Stock Incentive Plan, 121,571 shares of common stock have been authorized and reserved for issuance to eligible participants, of which 105,569 shares were authorized for issuance but not issued or subject to outstanding awards as of December 31, 2024. For purposes of calculating the available shares remaining, each share issuable pursuant to outstanding full value awards, such as RSUs and PSUs, count as two shares, and each share underlying a stock option or SOSAR count as one share.

On August 31, 2024 our now former CEO terminated employment with the company and forfeited all of his unvested equity awards, resulting in a reversal of expense of $27,863. In response to the CEO departure, we granted retention RSUs to key executives. These awards have various vesting terms, and will vest over one, two or three years. Total expense recognized for the retention RSUs for the year ended December 31, 2024 was $17,080. The impact of the CEO forfeiture and employee retention awards are reflected in the tables below.


	Year ended December 31,
	2024		2023		2022
Stock-based compensation	$	134,635	$	126,686	$	99,821
Stock-based compensation, net of income taxes	$	109,996	$	107,210	$	84,928
Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the consolidated balance sheets	$	2,905	$	2,670	$	1,791
Excess tax benefit on stock-based compensation recognized in provision for income taxes on the consolidated statements of income and comprehensive income	$	23,419	$	25,437	$	24,689


	Shares	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, January 1, 2024	14,738	$	26.05	4.4	$	290,156
Granted	2,533	53.04
Exercised	(5,077)	21.83
Forfeited	(1,780)	38.56
Outstanding, December 31, 2024	10,414	32.53		4.2	289,373
Exercisable, December 31, 2024	4,152	22.88		2.6	155,371
Vested and expected to vest, December 31, 2024	9,997	32.07		4.1	282,450

The total intrinsic value of SOSARs exercised during the years ended December 31, 2024, 2023 and 2022, was $177,274, $142,830, and $77,124, respectively. Unrecognized stock-based compensation expense for SOSARs as of December 31, 2024 was $22,865 and is expected to be recognized over a weighted-average period of 1.5 years. SOSARs expire 7 years after the day they were granted.


	2024		2023		2022
Risk-free interest rate	4.2%		4.1%		2.1%
Expected life (years)	3.6		3.6		3.6
Expected dividend yield	0.0%		0.0%		0.0%
Volatility	35.7%		36.4%		36.0%
Weighted-average Black-Scholes fair value per share at date of grant	$	16.98	$	10.60	$	9.13

The risk-free interest rate is based on U.S. Treasury rates for instruments with similar terms, and the expected life assumption is based on our historical data. We have not paid dividends to date and do not plan to pay dividends in the near future. The volatility assumption is based on our historical data and implied volatility.


	Shares	Weighted-Average Grant Date Fair Value per Share
Outstanding, January 1, 2024	3,002	$	32.08
Granted	2,615	53.67
Vested	(948)	31.96
Forfeited	(322)	39.58
Outstanding, December 31, 2024	4,347	44.54
Vested and expected to vest, December 31, 2024	3,919	44.21

The weighted-average grant date fair value per RSU granted during the years ended December 31, 2023 and 2022, was $33.32 and $31.19, respectively. Unrecognized stock-based compensation expense for non-vested RSU stock awards we have determined are probable of vesting was $88,093 as of December 31, 2024, and is expected to be recognized over a weighted-average period of 1.3 years. The fair value of shares earned as of the vesting date during the years ended December 31, 2024, 2023 and 2022, was $49,672, $39,464, and $33,959, respectively.


	Shares	Weighted-Average Grant Date Fair Value per Share
Outstanding, January 1, 2024	2,794	$	31.24
Granted	866	52.90
Vested	(777)	29.59
Forfeited	(838)	37.89
Outstanding, December 31, 2024	2,045	38.32
Vested and expected to vest, December 31, 2024*	3,649	37.78

The weighted-average fair value per PSU granted during the years ended December 31, 2023 and 2022, was $32.14 and $31.39, respectively. The unrecognized stock-based compensation expense for non-vested PSU stock awards we have determined are probable of vesting was $50,157 as of December 31, 2024, and is expected to be recognized over a weighted-average period of 2.2 years. The fair value of shares earned as of the vesting date during the years ended December 31, 2024, 2023 and 2022, was $113,181, $110,794, and $177,293, respectively.

During the years ended December 31, 2024 and December 31, 2023, we awarded performance share awards that are subject to service, market, and performance vesting conditions. The quantity of shares that vest will range from 0% to 300% of the targeted number of shares based on performance factors related to restaurant cash flow dollars earned over three-year periods beginning on January 1, 2024 and January 1, 2023, and gross new restaurant openings over the same three-year periods. If the defined minimum targets are not met, then no shares will vest. Further, in no event may more than 100% of the target number of PSUs vest if our 3-year total shareholder return is below the 25th percentile of the constituent companies comprising the S&P 500 on the days of the grants.

During the year ended December 31, 2022, we awarded performance share awards that are subject to service, market, and performance vesting conditions. The quantity of shares that vest will range from 0% to 300% of the targeted number of shares based on performance factors related to restaurant cash flow dollars earned over a three-year period beginning on January 1, 2022. If the defined minimum targets are not met, then no shares will vest. Further, in no event may more than 100% of the target number of PSUs vest if our 3-year total shareholder return is below the 25th percentile of the constituent companies comprising the S&P 500 on the day of the grant.

We also offer an ESPP. Employees become eligible to participate in the program after one year of service with Chipotle and may contribute up to 15% of their earnings, subject to an annual maximum dollar amount. The ESPP provides a quarterly offering period to purchase our common stock at a price of 92.5% of the lower of the fair market value on the first and last trading days of each offering period. A total of 12,500 shares were authorized for issuance within the ESPP, of which 12,311 were available for issuance as of December 31, 2024. For the years ended December 31, 2024, 2023 and 2022, the number of shares issued under the ESPP were 78, 79, and 32, respectively.

We maintain the Chipotle Mexican Grill 401(k) Plan (“401(k) Plan”) for eligible U.S.-based employees. The 401(k) Plan allows participants to make cash contributions from payroll deductions. Employees become eligible to receive matching contributions after one year, and at least 1,000 hours, of service with Chipotle. We match 100% of the first 3% of pay contributed by each eligible employee and 50% on the next 2% of pay contributed each pay period (with an annual true-up) through cash contributions. For the years ended December 31, 2024, 2023 and 2022, matching contributions totaled approximately $16,523, $13,821, and $12,923, respectively, and are included in general and administrative expenses and labor dependent on employee classification on the consolidated statements of income and comprehensive income. Certain subsidiaries outside the U.S. also offer other similar benefits and are immaterial to the consolidated statements of income and comprehensive income.

We also maintain the Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan (the “Deferred Plan”) for eligible employees. The Deferred Plan is a non-qualified plan that allows participants to make tax-deferred contributions that cannot be made under the 401(k) Plan because of Internal Revenue Service limitations. Participants’ earnings on contributions made to the Deferred Plan fluctuate with the actual earnings and losses of a variety of available investment choices selected by the participant. Total obligations under the Deferred Plan as of December 31, 2024 and 2023 were $36,509 and $27,178, respectively, and are included in other liabilities on the consolidated balance sheets and were fully funded as of December 31, 2024. We match 100% of the first 3% of pay contributed by each eligible employee and 50% on the next 2% of pay contributed once the 401(k) contribution limits are reached.

(1)Includes scheduled payments from our deferred compensation plan where payment dates are determinable for employed participants in accordance with the account’s election, and the assumption that active participants will retire at the age of 65 and begin distributions from their accounts at that time. This does not include future contributions, investment earnings, or future participants. Timing and amounts of payments may vary significantly.