BJs RESTAURANTS INC
For the period ended Jun 12, 2025. Filed Apr 23, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 23, 2025
Contents
Pay versus Performance
In accordance with Item 402(v) of SEC Regulation
S-K,
we are providing the following information about the relationship between executive compensation actually paid, as defined by the SEC (“CAP”) to our principal executive officer (“PEO”) and
non-PEO
Named Executive
(“Non-PEO
NEOs”) and certain aspects of our financial performance. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis.
The following table summarizes total compensation for our PEO as set forth in our Summary Compensation Table, CAP to our PEO, average total compensation for our
Non-PEO
NEOs as set forth in our Summary Compensation Table, and average CAP to our
Non-PEO
NEOs, each as calculated in accordance with SEC rules, and certain Company and peer group performance measures for the periods indicated:
Pay versus Performance Table
| Value of Initial Fixed $100 Investment Based On(4): · In Thousands | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FiscalYear(1) | Summary Compensation Table Totalfor Mr. Richmond PEO 1(2) | Summary Compensation Table Totalfor Mr. Levin PEO 2(2) | Summary Compensation Table Total for Mr. Trojan PEO 3(2) | Compensation Actually Paid to Mr. Richmond PEO 1(3) | Compensation Actually Paid to Mr. LevinPEO 2(3) | Compensation Actually Paid to Mr. TrojanPEO 3(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paidto Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | NetIncome(Loss) | Adjusted EBITDA6) |
| 2024 | $1,056,310 | $4,418,732 | N/A | $1,139,255 | ($1,060,136) | N/A | $959,604 | $830,157 | $92.56 | $139.43 | $16,687 | $117,099 |
| 2023 | N/A | $3,578,502 | N/A | N/A | $4,253,370 | N/A | $953,363 | $1,032,177 | $94.86 | $117.55 | $19,660 | $103,778 |
| 2022 | N/A | $2,650,029 | N/A | N/A | $1,945,628 | N/A | $719,955 | $396,206 | $69.49 | $96.84 | $4,076 | $77,885 |
| 2021 | N/A | $2,519,663 | $3,711,615 | N/A | $2,579,184 | $4,267,251 | $856,556 | $861,636 | $91.02 | $121.51 | $(3,606) | $70,523 |
| 2020 | N/A | N/A | $2,420,804 | N/A | N/A | $3,039,372 | $696,597 | $688,107 | $101.40 | $126.87 | $(57,885) | $10,347 |
| (1) | Mr. Richmond succeeded Mr. Levin as PEO on August 28, 2024, and Mr. Levin succeeded Mr. Trojan as PEO on September 1, 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: |
| • | Fiscal Year 2024: Mr. Houdek, Mr. Lynds, Mr. Shin and Mr. Tick |
| • | Fiscal Year 2023: Mr. Houdek, Mr. Lynds, Ms. Kendra D. Miller, and Mr. Shin |
| • | Fiscal Year 2022: Mr. Houdek, Mr. Lynds, Ms. Miller, and Mr. Krakower |
| • | Fiscal Year 2021: Mr. Houdek, Mr. Kevin E. Mayer, Mr. Lynds, and Ms. Miller |
| • | Fiscal Year 2020: Mr. Levin, Mr. Mayer, Mr. Lynds, Mr. Lon F. Ledwith, and Ms. Miller |
| (2) | Amounts reported in these columns represent the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEOs, Messrs. Richmond, Levin and Trojan, and the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our Non-PEO NEOs reported for the applicable fiscal year. |
| (3) | Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for our PEOs, Messrs. Richmond, Levin and Trojan, and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from Summary Compensation Table amounts. |
| (4) | Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last day in fiscal year 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |
| 63 | 2025 Proxy Statement |
| (5) | “Peer Group” represents the S&P 600 Restaurant Group Index, which we have identified as our peer group for purposes of Item 402(v) and which we use for purposes of compliance with Item 201(e) of Regulation S-K. |
| (6) | We have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance. |
Reconciliation of Summary Compensation to Compensation Actually Paid (PEOs)
| Fiscal 2024 · Fiscal 2023 · Fiscal 2022 · Fiscal 2021 · Fiscal 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Mr. Richmond PEO 1 | Mr. Levin PEO 2 | Mr. Levin PEO 1 | Mr. Levin PEO 1 | Mr. Levin PEO 1 | Mr. Trojan PEO 2 | Mr. Trojan PEO 2 | |
| Summary Compensation Table | $1,056,310 | $4,418,732 | $3,578,502 | $2,650,029 | $2,519,663 | $3,711,615 | $2,420,804 |
| Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year | (360,013) | (1,394,651) | (1,333,392) | (1,000,047) | (908,372) | (1,333,370) | (1,069,905) |
| Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year | (359,584) | (665,888) | (665,911) | (499,884) | (641,625) | (666,559) | (500,260) |
| (Minus) Plus Year End Fair Value of Equity Awards Granted During the Fiscal Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year | 802,542 | — | 2,360,290 | 1,331,266 | 1,408,643 | 1,997,836 | 1,891,623 |
| (Minus) Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years | — | — | 516,915 | (461,714) | 11,391 | 29,036 | 119,751 |
| Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | — | — | 69,864 |
| (Minus) Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Fiscal Year | — | (707,095) | (203,034) | (76,232) | 183,544 | 511,023 | 84,993 |
| Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | — | (2,711,234) | — | — | — | — | — |
| Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year | — | — | — | 2,210 | 5,940 | 17,670 | 22,502 |
| Compensation Actually Paid | $1,139,255 | $(1,060,136) | $4,253,370 | $1,945,628 | $2,579,184 | $4,267,251 | $3,039,372 |
| BJ’s Restaurants, Inc. | 64 |
|---|
Reconciliation of Average Summary Compensation to Average Compensation Actually Paid (Non-PEO NEOs)
| Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | Fiscal 2020 | |
|---|---|---|---|---|---|
| Summary Compensation Table | $959,604 | $953,363 | $719,955 | $856,556 | $696,597 |
| Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year | (236,301) | (175,050) | (145,877) | (219,040) | (230,778) |
| Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year | (152,001) | (87,413) | (72,903) | (85,835) | (100,054) |
| (Minus) Plus Year End Fair Value of Equity Awards Granted During the Fiscal Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year | 311,324 | 301,001 | 177,747 | 254,557 | 270,478 |
| (Minus) Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years | 12,280 | 82,436 | (170,290) | 1,686 | 15,973 |
| Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | 2,404 | 24,223 |
| (Minus) Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Fiscal Year | (64,749) | (42,160) | (47,447) | 49,705 | 8,989 |
| Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | (66,235) | — | — |
| Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year | — | — | 1,256 | 1,603 | 2,679 |
| Compensation Actually Paid | $830,157 | $1,032,177 | $396,206 | $861,636 | $688,107 |
In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
Performance Measures Used to Link Company Performance and CAP
The following is a list of performance measures, which in our assessment represent the most important performance measures we use to link compensation actually paid to the Named Executive Officers for fiscal 2024. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock units. Please see the Compensation Discussion and Analysis for a further description of these metrics and how they are used in our executive compensation program.
| 1. | Adjusted EBITDA |
| 2. | Comparable Restaurant Sales as measured against Black Box |
| 3. | Weekly Sales Average |
| 65 | 2025 Proxy Statement |
Relationship between CAP and TSR
The graph below illustrates the relationship between TSR and our Peer Group TSR as well as the relationship between CAP and TSR for our PEO and average
Non-PEO
NEOs.
Relationship between CAP and GAAP Net Income
The graph below reflects the relationship between our PEO and average
Non-PEO
NEOs CAP and our Net Income (Loss) for the applicable fiscal year.
| BJ’s Restaurants, Inc. | 66 |
|---|
Relationship between CAP and Adjusted EBITDA (our Company-Selected Measure)
The graph below reflects the relationship between our PEO and average
Non-PEO
NEOs CAP and our Adjusted EBITDA for the applicable fiscal year.
| 67 | 2025 Proxy Statement |
Compensation Committee Report• Certain Relationships and Related Party Transactions
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.