DEF 14A of BJs Restaurants Inc, Apr 30, 2024

DEF 14A of BJs Restaurants Inc

Filed Apr 30, 2024 · FY20230001193125-24-123912

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Director Nominees

    Director Nominees Director Nominee Highlights.

  3. Director Nominees

    | Independent Directors | | Tenure | | Age | | | | | | | | | Gender | | Ethnic Diversity | | | | | | | |

  4. Director Nominees

    | BJ’s Restaurants, Inc. | 6 |

  5. Director Nominees

    | Board Nominee Diversity Matrix (As of April 30, 2024) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | — | — | | Part II: Demographic Background | — | — | — | — | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 1 | — | — | — | | Hispanic or Latino | — | 1 | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 4 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did not disclose demographic background | — | | | |

  6. Director Nominees

    Director Nominee Biographies and Qualifications. The following table sets forth certain information concerning the nominees for election as directors:

  7. Director Nominees

    | Nominee | Principal Occupation | Age | | Gregory S. Levin | Chief Executive Officer and President, BJ’s Restaurants, Inc. | 56 | | Bina Chaurasia | Retired Chief Administrative and Operating Officer, Tanium | 61 | | James A. Dal Pozzo | Former Chairman of the Board and Chief Executive Officer, The Jacmar Companies | 65 | | Noah A. Elbogen | Partner and Chief Financial Officer, Act III Holdings, LLC | 41 | | Lea Anne S. Ottinger | Strategic Business Consultant; Managing Partner, LMR Advisors | 65 | | C. Bradford Richmond | Former Chief Financial Officer, Darden Restaurants, Inc. | 65 | | Julius W. Robinson, Jr. | Chief Sales and Marketing Officer (United States and Canada), Marriott International, Inc. | 51 | | Janet M. Sherlock | Chief Digital and Technology Officer, Ralph Lauren Corporation | 58 | | Gregory A. Trojan | Retired Chief Executive Officer, BJ’s Restaurants, Inc. | 64 |

  8. Director Nominees

    Each nominee brings unique capabilities to the Board, and the Board believes the nominees as a group have the experience and skills in areas such as general business management, corporate governance, leadership development, restaurant management, finance, risk management and corporate communications that are necessary to effectively oversee our Company. In addition, the Board believes that each of our directors possesses high standards of ethics, integrity and professionalism, sound judgment, community leadership and a commitment to representing the long-term interests of our shareholders. The following is a summary of the business background of each nominee as well as other information about each nominee’s qualifications to serve as a director of our Company:

  9. Director Nominees

    | 7 | 2024 Proxy Statement |

  10. Director Nominees

    | GREGORY (“GREG”) S. LEVIN | | | Age: 56 Director since 2021 Committees: • N/A | Director Qualifications: With experience as our President since January 2018 and as our Chief Financial Officer from September 2005 through August 2021, in addition to over 20 years of executive and financial management experience with large, national restaurant companies, both privately held and publicly held, the Board believes Mr. Levin has the necessary background and experience to lead the development and execution of our longer-term strategic positioning and expansion plans, as well as our shorter-term tactical plans. | | | Biography: Mr. Levin has served as our Chief Executive Officer, President and as a member of our Board of Directors since September 2021 and previously served as our President, Chief Financial Officer and Secretary from January 2018 through August 2021. He previously served as our Executive Vice President, Chief Financial Officer and Secretary from June 2008 to December 2017, as our Executive Vice President and Chief Financial Officer from October 2007 to May 2008, and as Chief Financial Officer from September 2005 to September 2007. From February 2004 to August 2005, Mr. Levin served as Chief Financial Officer and Secretary of SB Restaurant Company, a privately held company that operated the Elephant Bar Restaurants. From 1996 to 2004, Mr. Levin was employed by California Pizza Kitchen, Inc., operator and licensor of casual dining restaurants, with his last position as Vice President, Chief Financial Officer and Secretary. Earlier in his career, he served as an audit manager with Ernst & Young LLP. |

  11. Director Nominees

    | BINA CHAURASIA | | | Age: 61 Director since 2020 Committees: • Compensation | Director Qualifications: Ms. Chaurasia has extensive human resource experience from her over 20 years in senior leadership and executive management positions. We believe her experience provides substantial insight to the Compensation Committee with respect to issues regarding our valuable human capital and the human resources elements of our business. | | | Biography: Ms. Chaurasia has been a member of our Board of Directors since November 2020. Ms. Chaurasia served as Chief Administrative and Operating Officer for Tanium, a privately held endpoint security and systems management company based in Emeryville, California, from June 2021 to January 2024. In that role, she was responsible for Human Resources, Strategy, Global Enablement, Procurement, Information Technology, and Real Estate. Prior to that role, Ms. Chaurasia held the roles of Chief Administrative Officer and Chief People Officer for Tanium from August 2017 to June 2021. Ms. Chaurasia previously served as Chief Human Resources Officer at Ericsson from 2010 to 2016, Vice President of Global Talent for Hewlett-Packard from 2007 to 2010, and Vice President of Global Human Resources at Gap Inc. from 2003 to 2007. Ms. Chaurasia also previously held senior human resource leadership roles at PepsiCo-Yum! and at Sun Microsystems. |

  12. Director Nominees

    | BJ’s Restaurants, Inc. | 8 |

  13. Director Nominees

    | JAMES (“JIM”) A. DAL POZZO | | | Age: 65 Director since 2001 Committees: • Audit • Governance and Nominating | Director Qualifications: Mr. Dal Pozzo’s experience as the Chairman of the Board and former Chief Executive Officer of a holding company with interests in foodservice distribution, restaurants and real estate development provides him with extensive knowledge of the food distribution, supply chain operations and restaurant industries. Mr. Dal Pozzo is a Certified Public Accountant, and his significant financial experience also qualifies him as an Audit Committee financial expert under applicable rules of the SEC. | | | Biography: Mr. Dal Pozzo has been a member of our Board of Directors since January 2001. Mr. Dal Pozzo served as Chairman of the Board of The Jacmar Companies, a food distribution company servicing restaurants in California and Nevada, from January 2013 to December 2019, as Chief Executive Officer from January 2013 to December 2017, as President from 1993 to January 2013, and as Chief Financial Officer and Treasurer from 1987 to 1992. Prior to working for The Jacmar Companies, Mr. Dal Pozzo served as Chief Financial Officer of the Ojai Ranch and Investment Company in 1992. Mr. Dal Pozzo is a Certified Public Accountant and was with Peat Marwick from 1981 to 1987, where he specialized in the restaurant, distribution, retail and manufacturing industries. |

  14. Director Nominees

    | NOAH A. ELBOGEN | | | Age: 41 Director since 2014 Committees: • Audit • Compensation | Director Qualifications: Mr. Elbogen has significant investment, financial and operations experience from nearly 20 years as an institutional investor, equity research analyst, public company director, and senior executive focused primarily on the restaurant industry. Mr. Elbogen’s significant financial experience also qualifies him as an Audit Committee financial expert under applicable rules of the SEC. | | | Biography: Mr. Elbogen has been a member of our Board of Directors since June 2014. Mr. Elbogen currently serves as a Partner and Chief Financial Officer of Act III Holdings, LLC, which he joined in May 2019. From August 2016 to June 2019, Mr. Elbogen served as Managing Member and Chief Executive Officer of Misada Capital Group LLC. From July 2011 to July 2016, Mr. Elbogen served as an Investment Analyst at Luxor Capital Group, LP, where he focused primarily on the restaurant sector. Prior to joining Luxor Capital Group, Mr. Elbogen served as a Research Analyst covering the consumer sector at S.A.C. Capital Management, LLC from August 2009 to June 2011, at Highbridge Capital Management, LLC from January 2007 to January 2009, and at Scout Capital Management LLC from August 2005 to January 2007. Mr. Elbogen began his investment career as an Equity Research Associate at Bear Stearns where he covered the Specialty Retail and Hardlines sectors. Mr. Elbogen served as Director at Papa Murphy’s Holdings, Inc. (formerly NASDAQ: FRSH) from December 2017 to May 2019. |

  15. Director Nominees

    | 9 | 2024 Proxy Statement |

  16. Director Nominees

    | LEA ANNE S. OTTINGER | | | Age: 65 Director since 2010 Committees: • Compensation (Chair) • Governance and Nominating | Director Qualifications: Ms. Ottinger has significant strategic and financial expertise from her many years as a principal in private equity and as a long-term strategic business advisor. She has been involved in the acquisition, sale, advisory, or operations of over 20 companies with an emphasis on middle market growth-oriented businesses primarily in the consumer/retail sector. She has prior experience as a public company director with experience in Audit, Compensation, Board oversight, and other financial, operational, and brand focused functions. | | | Biography: Ms. Ottinger has been a member of our Board of Directors since August 2010. In 1998, building upon her career in private equity, Ms. Ottinger founded LMR Advisors, where she specializes in strategic business and mergers and acquisitions advisory services. From 1990 to 1998 Ms. Ottinger was a franchise owner and operator of The Body ShopTM skin and hair care stores in Washington State, and served as a national franchisee representative. From 1982 to 1989, Ms. Ottinger served as a Vice President of Berkshire Partners (and its predecessor Thomas H Lee Company). From 2004, until its acquisition in 2010, she served on the Board of Directors of Bare Escentuals, Inc. (formerly NASDAQ: BARE), while it grew to be one of the leading cosmetic companies in the United States. |

  17. Director Nominees

    | C. BRADFORD RICHMOND | | | Age: 65 Director since 2024 Committees: • N/A | Director Qualifications: Mr. Richmond has over 40 years of extensive management and financial experience in the restaurant industry, contributing to the operations and strategic planning of restaurant chains. Mr. Richmond’s significant financial experience, coupled with being a Certified Public Accountant, also qualifies him as an Audit Committee financial expert under applicable rules of the SEC. | | | Biography: Mr. Richmond has been a member of our Board of Directors since February 2024. From 2006 to 2015, Mr. Richmond served as Chief Financial Officer of Darden Restaurants, Inc. (NYSE: DRI) (“Darden”), the largest casual dining restaurant company in the United States featuring a portfolio of brands that include Olive Garden, LongHorn Steakhouse, Yard House, Ruth’s Chris Steak House, Cheddar’s Scratch Kitchen, The Capital Grille, Seasons 52, Eddie V’s and Bahama Breeze. Prior to that, he served as Corporate Controller of Darden from 2005 to 2006. Mr. Richmond also previously held executive-level finance and strategic planning roles at Red Lobster and Olive Garden. He also served as a senior auditor at Price Waterhouse & Cooper. Mr. Richmond currently serves on the Board of Directors of Coast Entertainment Holdings Limited (ASX: CEH). |

  18. Director Nominees

    | BJ’s Restaurants, Inc. | 10 |

  19. Director Nominees

    | JULIUS W. ROBINSON, JR. | | | Age: 51 Director since 2022 Committees: • Compensation | Director Qualifications: With almost 30 years of hospitality operations and executive experience with a publicly held multi-unit hospitality company, the Board believes Mr. Robinson is qualified to serve. | | | Biography: Mr. Robinson has been a member of our Board of Directors since January 2022. Mr. Robinson currently serves as the Chief Sales and Marketing Officer for the United States and Canada at Marriott International, Inc. (“Marriott”), which is based in Bethesda, Maryland, and encompasses a portfolio of nearly 8,000 properties under 30 leading brands spanning 139 countries and territories. Marriott operates and franchises hotels and licenses vacation ownership resorts all around the world. Mr. Robinson is responsible for top line sales and leads the disciplines of Sales, Distribution, Field Marketing, Loyalty, Revenue Strategy, and Public Relations and Crisis Communications for Marriott’s largest division. Mr. Robinson’s experience in the hospitality industry spans nearly three decades with Marriott. His senior leadership roles include Senior Vice President and Global Brand Leader for Marriott Hotels and Sheraton Hotels, and Global Brand Leader for Autograph Collection Hotels and Tribute Portfolio, which represent Marriott’s foray into independent and boutique hotels. Mr. Robinson also previously served as Vice President of Global Sales, Vice President of Brand Franchising, and Regional Vice President of Revenue Management for the Eastern United States. |

  20. Director Nominees

    | JANET M. SHERLOCK | | | Age: 58 Director since 2019 Committees: • Audit • Governance and Nominating | Director Qualifications: Dr. Sherlock has significant management and technology experience as an executive for some of the world’s best known consumer brands, including Ralph Lauren and Carter’s. Her experience developing breakthrough growth strategies for these brands, coupled with her extensive technology background and cybersecurity expertise, is of considerable value as we continue to invest in our digital platform and technology capabilities. | | | Biography: Dr. Sherlock has been a member of our Board of Directors since January 2019. Dr. Sherlock currently serves as Chief Digital and Technology Officer of Ralph Lauren Corporation, a global leader in the marketing, design, and distribution of apparel, fragrance, accessories, and home products. From January 2010 to July 2017, Dr. Sherlock was Chief Information Officer at Carter’s, Inc., a global manufacturer and retailer of baby and children’s apparel and accessories. Prior to that, Dr. Sherlock led the Digital and Omni-Channel practice at Gartner, a leading research and advisory firm, from October 2008 to December 2009. Dr. Sherlock also held various business and technology leadership roles at Calico Corners/Everfast, Inc., Guess?, Inc., BP and ExxonMobil from 1998 to 2008. |

  21. Director Nominees

    | 11 | 2024 Proxy Statement |

  22. Director Nominees

    | GREGORY (“GREG”) A. TROJAN | | | Age: 64 Director since 2012 Committees: • N/A | Director Qualifications: As our retired Chief Executive Officer, and with extensive experience as an executive with large, national retail, consumer products and restaurant companies, the Board believes Mr. Trojan has the necessary background and experience to lead the development and execution of our strategic positioning and expansion plans. | | | Biography: Mr. Trojan has been a member of our Board of Directors since December 2012. He served as our Chief Executive Officer from February 2013 through August 2021, and previously served as our President from December 2012 until January 2018. Prior to joining us, Mr. Trojan served as President, Chief Executive Officer and Director of Guitar Center, Inc., a leading retailer of musical instrument products, from November 2010 to November 2012, and as President, Chief Operating Officer and Director from October 2007 to November 2010. From 1998 to 2006, Mr. Trojan served as Chief Executive Officer of House of Blues Entertainment, Inc., an operator of restaurant and music venues, concerts and media properties, and as President from 1996 to 1998. Prior to that, he held various positions with PepsiCo, Inc. from 1990 to 1996, including service as Chief Executive Officer of California Pizza Kitchen, Inc., when it was owned by PepsiCo. Earlier in his career, Mr. Trojan was a consultant at Bain & Company, the Wharton Small Business Development Center and Arthur Andersen & Company. Mr. Trojan joined the Board of Directors of Casey’s General Stores, Inc. (NASDAQ: CASY) in July 2021, and previously served on the Board of Directors of Oakley, Inc. from June 2005 to November 2007 and Domino’s Pizza, Inc. (NYSE: DPZ) from March 2010 to November 2017. |

  23. Director Compensation

    Director Compensation All directors who are elected to the Board and who are not employees of us or any of our subsidiaries receive compensation for their services. Directors who are also our employees do not receive any additional compensation for serving on the Board. Shares for equity awards to non-employee directors are issued from our Equity Incentive Plan, as amended, which was approved by our shareholders, pursuant to which we are

  24. Director Compensation

    | 17 | 2024 Proxy Statement |

  25. Director Compensation

    authorized to grant shares of our Common Stock and share-based awards to directors. As discussed further under “Stock Ownership Guidelines” below, all non-employee directors are required to hold shares of our Common Stock with a value equal to at least $325,000. We reimburse directors for travel to board meetings and related expenses and for any costs incurred in connection with attending director continuing education programs. The Compensation Committee periodically reviews non-employee director compensation and consults with its compensation consultant to make sure that the compensation levels are appropriate and consistent with the director compensation programs at comparable companies. The following compensation has been effective since January 1, 2022:

  26. Director Compensation

    | • | annual cash retainer of $65,000, payable in quarterly installments; |

  27. Director Compensation

    | • | annual cash retainer of $10,000 for the non-chair members of the Audit Committee, $8,500 for the non-chair members of the Compensation Committee, and $6,500 for the non-chair members of the Governance and Nominating Committee, payable in quarterly installments; |

  28. Director Compensation

    | • | annual cash retainer of $20,000 for the Chair of the Audit Committee, $14,000 for the Chair of the Compensation Committee, and $12,000 for the Chair of the Governance and Nominating Committee, payable in quarterly installments; |

  29. Director Compensation

    | • | additional annual cash retainer to our Lead Independent Director of $25,000, payable in quarterly installments; |

  30. Director Compensation

    | • | additional annual cash retainer to any non-employee Chairman of the Board of $75,000, payable in quarterly installments; |

  31. Director Compensation

    | • | annual restricted stock unit award of $110,000, in fair market value on the date of grant, which vests one year from the date of grant; and |

  32. Director Compensation

    | • | initial equity award to a non-employee director upon joining the Board is a prorated portion of the annual equity award (rather than a full $110,000 annual equity award). As a result, directors appointed during the first quarter of the calendar year are entitled to the full $110,000 annual RSU award, and directors appointed in subsequent quarters receive a pro rata portion of the annual grant based on the number of full quarters remaining in the fiscal year, including the quarter in which they were appointed (e.g., directors appointed in the fourth calendar quarter are entitled to 25% ($27,500) of the annual equity award). This initial equity award is granted as of the 15th day of the month occurring following the date of the recipient’s election to the Board. |

  33. Director Compensation

    Delivery of equity compensation comprised of RSUs with a one-year vesting period is consistent with equity compensation practices of comparable public companies and is intended to effectively align non-employee directors’ interests with those of our shareholders. For both the initial and annual equity awards to non-employee directors, the underlying number of RSUs is determined based on the most recent closing market price of our Common Stock as of the date of grant. If a non-employee director dies or retires from the Board after at least six years of continuous service, any unvested RSUs, stock options or other awards held by the non-employee director shall become fully vested as of the date of death or retirement.

  34. Director Compensation

    | BJ’s Restaurants, Inc. | 18 |

  35. Director Compensation

    The following table sets forth information concerning the compensation of our non-employee directors during fiscal 2023:

  36. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Peter A. Bassi | 120,500 | 110,003 | — | 230,503 | | Larry D. Bouts | 93,500 | 110,003 | — | 203,503 | | Bina Chaurasia | 73,500 | 110,003 | — | 183,503 | | James A. Dal Pozzo | 81,500 | 110,003 | — | 191,503 | | Gerald W. Deitchle | 140,000 | 110,003 | — | 250,003 | | Noah A. Elbogen | 83,500 | 110,003 | — | 193,503 | | Lea Anne S. Ottinger | 85,500 | 110,003 | — | 195,503 | | Keith E. Pascal(3) | 35,750 | 110,003 | — | 145,753 | | C. Bradford Richmond(4) | — | — | — | — | | Julius W. Robinson, Jr. | 73,500 | 110,003 | — | 183,503 | | Janet M. Sherlock | 81,500 | 110,003 | — | 191,503 | | Gregory A. Trojan | 65,000 | 110,003 | 12,000(5) | 187,003 |

  37. Director Compensation

    | (1) Mr. Levin is absent from this table because directors who are also our employees receive no additional compensation for serving on the Board of Directors. The compensation of Mr. Levin, as our Chief Executive Officer and President, is reflected in the Summary Compensation Table of this Proxy Statement. |

  38. Director Compensation

    | (2) The amounts in this column do not reflect amounts paid to or realized by the named individual for fiscal 2023. Instead, these amounts reflect the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”) Topic No. 718, Compensation-Stock Compensation. There is no guarantee that, if and when these awards are ultimately realized, they will have this or any other value. Pursuant to the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions with respect to 2023 grants, refer to Note 1 of our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended January 2, 2024 as filed with the SEC. Each non-employee director serving on January 15, 2023, received an annual RSU award of 3,510 shares. |

  39. Director Compensation

    | (3) Mr. Pascal’s service as a member of the Board and any committees ceased upon the completion of the Annual Meeting in June 2023. |

  40. Director Compensation

    | (4) Mr. Richmond joined our Board in February 2024 and did not receive compensation as a director in 2023. |

  41. Director Compensation

    | (5) Consists of consulting fees paid to Mr. Trojan pursuant to a Consulting Agreement, the terms of which are described under “Certain Relationships and Related Party Transactions” in this Proxy Statement. |

  42. Director Compensation

    | 19 | 2024 Proxy Statement |

  43. Director Compensation

    The aggregate number of shares subject to outstanding stock-based awards as of January 2, 2024 for each director is provided in the table below:

  44. Director Compensation

    | | Outstanding | | | Name(1) | Stock Awards Unvested | Option Awards Exercisable | | Peter A. Bassi | 3,510 | 14,061 | | Larry D. Bouts | 3,510 | 14,061 | | Bina Chaurasia | 3,510 | — | | James A. Dal Pozzo | 3,510 | 14,061 | | Gerald W. Deitchle | 3,510 | 8,349 | | Noah A. Elbogen | 3,510 | 8,701 | | Lea Anne S. Ottinger | 3,510 | 14,061 | | C. Bradford Richmond(2) | — | — | | Julius W. Robinson, Jr. | 3,510 | — | | Janet M. Sherlock | 3,510 | — | | Gregory A. Trojan(3) | 31,805 | 199,036 |

  45. Director Compensation

    | (1) Mr. Levin is absent from this table because directors who are also our employees receive no additional compensation for serving on the Board of Directors. The compensation of Mr. Levin, as our Chief Executive Officer and President, is reflected in the Summary Compensation Table of this Proxy Statement. |

  46. Director Compensation

    | (2) Mr. Richmond joined our Board in February 2024 and did not receive compensation as a director in 2023. |

  47. Director Compensation

    | (3) 28,295 of these awards were granted to Mr. Trojan during his tenure as the company’s Chief Executive Officer. |

  48. Overview of Compensation for Fiscal 2023

    | • | We granted merit-based raises to our Named Executive Officers averaging 5.5%, effective the first day of fiscal 2023. These raises included an increase to the base salary of our Chief Executive Officer in accordance with his employment agreement, and a significant market-based adjustment to our Chief Financial Officer’s base salary to further align his compensation with peer benchmarking. In making the determinations, the Compensation Committee, with the input of our compensation consultant, evaluated our peer group as well as retail and restaurant industry data, and considered the importance of retention. We believe that the increases in base salaries were appropriate in light of comparable base salaries in the industry and were consistent with our desire to provide compensation in line with our competitors and retain key leadership talent, while still emphasizing other elements of compensation that are directly related to our performance and changes in shareholder value. Additionally, our Chief Growth and Innovation Officer did not receive a merit increase as he joined the Company in December 2022. |

  49. Overview of Compensation for Fiscal 2023

    | • | For our 2023 Performance Incentive Plan (“PIP”), which is our annual incentive bonus plan, we retained the same targeted short-term bonus opportunity percentages of base salary for all levels as 2022, with the exception of our CEO target, which was increased to 100% of his base compensation. As with prior years, the 2023 PIP performance criteria included a combination of financial goals (increased to 70% weighting), and key initiatives in support of our strategic plan (30% weighting). The financial goals were tied to average weekly restaurant sales, Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and cost-savings. |

  50. Overview of Compensation for Fiscal 2023

    | • | Based upon performance against plan metrics, the Committee approved a payout at 95% of target on our 2023 PIP to our Named Executive Officers. See “Annual Cash Incentive” under “Pay Mix” for details. |

  51. Overview of Compensation for Fiscal 2023

    | • | In January 2023, as in previous years, we granted long-term equity awards in the form of stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) in the same ratio (one-third each) and with the same vesting schedules as in prior years. The 2023 PSU grants are based on achievement of comparable sales compared to the Black Box index for casual dining over a three-year period (with the total vested amount based on average of each year’s results). Given our strategic focus on sales building initiatives, we continued to believe this relative metric was important in our incentive compensation mix to best align management incentives with long-term results that will deliver increased shareholder value. The RSUs and options vest annually over a three-year period based on the following same restaurant comparable sales growth targets: |

  52. 2023 PSU Grant – Targeted Same Restaurant Comparable Sales Growth Over Black Box Index

    2023 PSU Grant – Targeted Same Restaurant Comparable Sales Growth Over Black Box Index

  53. 2023 PSU Grant – Targeted Same Restaurant Comparable Sales Growth Over Black Box Index

    | 3-Year Average Comparable Sales Growth Over Black Box | < 0.0% | 0.0% | 0.5% | 1.0% | 1.5% | > 2.0% | | % of Target PSUs that Vest | 0% | 50% | 75% | 100% | 125% | 150% |

  54. 2023 PSU Grant – Targeted Same Restaurant Comparable Sales Growth Over Black Box Index

    | • | With respect to the PSUs granted in 2021 (with a three-year cliff vesting period), the Compensation Committee approved a final vesting of 175%, due to achievement of a weekly sales average of $115,700 in 2022 and 2023, adjusted downward due to a two-year average adjusted EBITDA governor of $90.8 million in 2022 and 2023. See “2021 PSU Grant Outcome” for details. |

  55. 2023 PSU Grant – Targeted Same Restaurant Comparable Sales Growth Over Black Box Index

    | 45 | 2024 Proxy Statement |

  56. 2023 PSU Grant – Targeted Same Restaurant Comparable Sales Growth Over Black Box Index

    Compensation Discussion and Analysis • 2024 Compensation Program Changes

  57. 2024 Compensation Program Changes

    | • | For our 2024 AIP, performance criteria include only financial goals tied to average weekly restaurant sales and adjusted EBITDA and no longer key initiatives. |

  58. 2024 Compensation Program Changes

    | • | For the 2024 PSU grants, the Compensation Committee elected to move away from the relative comparable restaurant sales metric and elected instead to use a new metric based on relative total shareholder return (“TSR”) compared to our proxy peer group with a three-year cliff vest at the end of the performance period. If our actual TSR is negative, payout will not exceed 100%. |

  59. Compensation Philosophy and Program

    | • | performance-based annual cash incentive pay, which is dependent on our annual financial performance; and |

  60. Compensation Philosophy and Program

    | • | long-term incentive compensation in the form of stock options, RSUs, PSUs, or other equity-based awards that are designed to align executive officers’ interests with those of shareholders by rewarding outstanding performance and long-term value creation. |

  61. Compensation Philosophy and Program

    | • | appropriate blend of short-term and long-term compensation and of cash and equity compensation; |

  62. Compensation Philosophy and Program

    | • | recommendations of independent compensation consultant retained by the Compensation Committee; and |

  63. Alignment with Shareholder Interests

    | What We Do | What We Don’t Do | | Pay For Performance: Ensure a significant portion of each Named Executive Officer’s targeted total direct compensation is in the form of “at-risk” performance-based compensation | No Significant Perquisites: We do not provide significant perquisites to our executives | | Equity Compensation: Provide equity compensation in alignment with long-term performance, including use of PSUs with vesting requirements based on time and objective long-term performance, and options to continue to weight incentives toward achieving growth. | No Single Trigger Benefits: We do not maintain any single-trigger change-in-control equity acceleration provisions, except with respect to equity awards which are not retained or replaced with substitute awards following a change in control | | Retention Value Creation: Target total direct compensation within a reasonable range of the 50th percentile among companies with which we compete for executive talent | No Tax Gross-Ups: We do not provide excise tax gross ups | | Long-term Value Creation: Align executive compensation and wealth creation with long-term shareholder value. | No Hedging and Pledging Permitted: We do not permit directors, executive officers and certain employees who have access to material, nonpublic information to engage in hedging or pledging BJ’s stock | | Clawback Policy: Maintain a clawback policy with respect to performance-based cash bonuses and our equity incentives. | No Automatic Retirement Payments: We do not provide automatic acceleration of employee equity awards upon retirement | | Say on Pay: Conduct annual say on pay advisory votes | No Self-Approval of Compensation: We do not allow our executives to participate in the determination of their own compensation | | Stock Ownership Guidelines: Require our Named Executives Officers to satisfy ownership guidelines | No Discounted Option Grants: We do not grant options below fair market value | | Independent Compensation Consultant: Consult with independent compensation consultant in order to assess our compensation policies relative to comparable public companies and design our pay program to support our Company’s purpose, strategic imperatives and executive talent-management objective | No Repricing of Options: We do not permit repricing of stock options without shareholder approval, including exchanging options for a new award or for cash |

  64. Compensation Practices and Risk

    | • | a significant portion of the annual cash incentive bonus is based on key financial business results and core strategic initiatives in 2023, and key financial business results exclusively in 2024, rather than individual performance criteria or narrow financial metrics that may not correspond to overall Company results; |

  65. Compensation Practices and Risk

    | • | the ultimate economic value provided by our long-term incentive plan is based primarily on the performance of our stock and, with respect to a portion of the equity-based awards, on our performance against established operational financial results over a three-year period; |

  66. Compensation Practices and Risk

    | • | our cash and long-term equity incentive programs are capped, which limits any disproportionate increases in payouts in order to minimize excessive short-term risk-taking by our executive officers; and |

  67. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee has the responsibility for establishing and continually monitoring adherence to our compensation philosophy and aligning management’s interests with the achievements of performance objectives and the interests of our shareholders. The goal of the Compensation Committee is to ensure that the total compensation paid to our executive officers is fair, reasonable, competitive, and properly structured to attract and retain talent and align management’s interests with those of our shareholders. The Compensation Committee reviews the performance of our Named Executive Officers and other members of the Executive and Senior Leadership Teams and reports to the Board of Directors. In such capacity, the Compensation Committee oversees our executive compensation and benefit plans, reviews our general compensation and retirement programs and policies, and monitors the performance and compensation of executive and senior officers. The Compensation Committee also makes recommendations regarding annual cash incentives under our PIP (AIP in 2024) and equity awards to executive officers and other team members pursuant to our equity incentive plans and determines achievement of pre-established metrics under our PIP (AIP in 2024) and under our equity incentive plans for PSUs. The Compensation Committee’s charter establishes the various responsibilities of the Compensation Committee including those described above. The Compensation Committee periodically reviews and revises the charter. In addition, the Compensation Committee has the authority to hire, retain and terminate independent compensation consultant, to obtain advice and assistance from internal and external legal, accounting and other advisors, and to review study findings independent of management. The Chair of the Compensation Committee reports the Compensation Committee’s actions and recommendations to the Board of Directors following each Compensation Committee meeting. The Compensation Committee and the Board of Directors reviews information about all components of the compensation provided to our executive officers, including base salary, annual bonus, equity compensation (including realized gains and accumulated unrealized values on stock options), perquisites and other personal benefits and the effect of retirement and change in control on stock option vesting. A summary of our compensation programs, practices and internal controls, and tables quantifying the estimated values of these components for each Named Executive Officer are presented to and reviewed by the Compensation Committee.

  68. Compensation Consultant

    Compensation Consultant In accordance with the authority granted to the Compensation Committee under its charter, in the fourth quarter of 2022 the Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent compensation consultant beginning with fiscal 2023. FW Cook’s responsibilities include, but are not limited to,

  69. Compensation Consultant

    | BJ’s Restaurants, Inc. | 48 |

  70. Compensation Consultant

    Compensation Discussion and Analysis • Compensation Consultant providing compensation market data, advising on trends and developments in executive compensation, periodically reviewing the design of the executive compensation program, providing independent analysis of CEO compensation, and providing advice to the Compensation Committee and its Chair, as requested. The Compensation Committee has directly engaged and has the sole authority to hire and terminate the independent compensation consultant. The Company does not engage FW Cook for any other unrelated consulting or services. All fees paid to FW Cook during fiscal 2023 were in connection with their work on executive and non-employee director compensation matters on behalf of the Compensation Committee. The Compensation Committee has determined that the services of FW Cook do not give rise to any conflict of interest and considers the firm to have sufficient independence from us and our executive officers to allow its consultant to offer objective advice.

  71. Determining Executive Compensation

    Determining Executive Compensation We have structured our incentive-based annual cash and long-term non-cash executive compensation programs to motivate our executives to achieve our business goals and reward them for achieving these goals. The Compensation Committee reviews relevant market data when making compensation decisions regarding the executive officers. The Compensation Committee generally makes its annual executive compensation decisions at its meeting held in the fourth quarter of each year and early in the first quarter of the following year. Additionally, the Compensation Committee meets after our annual financial results have been audited by our independent auditor to review the most recently completed fiscal year’s annual incentive calculations and approve pay-outs, if any, for executives and other applicable team members. In determining executive compensation, the Compensation Committee reviews base pay, annual cash incentive opportunities and payments, and equity awards and vesting for the current year and on a cumulative basis. The Compensation Committee also receives information regarding the performance of each executive based upon predetermined individual objectives and other attributes. Additionally, the Compensation Committee annually obtains input from its advisors and compares executive compensation levels and practices for executives holding comparable positions at similarly sized companies to aid the Compensation Committee in setting compensation at competitive levels. The Compensation Committee’s philosophy is to target base pay, target total cash compensation and target total direct compensation (base pay, annual cash incentive bonus opportunity and target grant value of equity incentive awards) at approximately the 50th percentile of the relevant market, determined by competitive peer compensation data. The Compensation Committee believes that targeting total direct compensation at approximately the 50th percentile enables us to remain competitive in attracting and retaining executive talent. However, the Compensation Committee does not use formulas or specifically set the compensation for our executives based solely on this industry data or based on a specific percentile of this industry data. Instead, the Compensation Committee uses this information and each executive’s level of responsibility and experience, as well as the executive’s success in achieving business objectives, overall leadership qualities and impact on the business, in

  72. Determining Executive Compensation

    We also reviewed publicly disclosed compensation information of the following then-publicly held 16 chain restaurant industry peer companies (“Proxy Peer Group”) as an additional source of market data for the Chief Executive Officer and Chief Financial Officer:

  73. Determining Executive Compensation

    The Compensation Committee believes that the above peer group of comparable companies represented an appropriate cross-section of companies with which we compete for talent, or which are similar to us in size, market capitalization and industry, for fiscal 2023. The Compensation Committee believes that referencing pay practices and levels of that group (in addition to other industry data noted above) allows for a more informed consideration of compensation for management retention as well as meaningful comparisons of our actual financial and compensation performance against our peers, in alignment with the assessment approach of the institutional investment and shareholder community. This multi-variable, diverse data set, enables the Compensation Committee to appropriately structure compensation programs for our executive officers in a manner that recognizes and rewards excellent operating performance as well as the creation of shareholder value. There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation; in keeping with the compensation philosophy discussed above, a significant percentage of total compensation is allocated to incentive compensation that is realized solely as a result of performance compared to established goals. Based on the compensation study prepared by our compensation consultant in the fourth quarter of 2022, the Compensation Committee approved 2023 target annual cash compensation (base salary and target annual incentive compensation) and target long-term incentive compensation for the Named Executive Officers to be at or around the 50th percentile range of the market.

  74. Elements of Executive Compensation

    | Pay Element | Form | Metrics | Objectives | | Annual Cash Compensation | | | | | Base Salary | Cash; fixed | Only component of compensation that is fixed rather than variable; is tied to executive’s performance and subject to annual adjustment | Compensate executives for their normal daily responsibilities | | Annual Cash Incentive (PIP in 2023 and AIP in 2024) | Cash; variable | At-risk cash based on achievement of pre-established Company financial metrics (weekly sales average, adjusted EBITDA and cost savings) and other key strategic objectives. | Motivate executives to focus and execute on short-term goals that also support the long-term financial health of the Company | | Long-Term Equity Compensation | | | | | Stock Options | 1/3 of LTI | Provide value only if stock price increases; vest in three equal annual installments, with a 10-year exercise term. | Reward for increases to our stock price and motivate executives to build long-term shareholder value; supports retention. | | Restricted Stock Units (RSUs) | 1/3 of LTI | Value is based on total shareholder return; vest in three equal annual installments. | Align long-term compensation with shareholder interests and support executive retention. | | Performance Stock Units (PSUs) | 1/3 of LTI | Cliff vest after three years subject to performance results, up to a potential maximum of 150% target; based on 3-year average comparable sales growth over black box | Further align long-term compensation with shareholder interests and multi-year financial and/or operational imperatives; support executive retention. |

  75. Fiscal 2023 Base Salary Increases

    | (1) Mr. Levin received an increase in accordance with his employment agreement. |

  76. Fiscal 2023 Base Salary Increases

    Annual Cash Incentive. Each executive officer participates in our annual PIP. Under the PIP, the annual incentive opportunity is determined based on a percentage of each officer’s base salary. The Compensation Committee approves and recommends to the Board of Directors the objective performance measure or measures, bonus target percentages and all other terms and conditions of awards for each performance period (generally each fiscal year) under the PIP. In fiscal 2023, there were no changes to our NEO target bonus opportunities; except for our CEO whose target bonus opportunity was increased from 90% to 100% by the Compensation Committee to more closely align with Proxy Peer Group median. Under the fiscal 2023 PIP, 70% of the executives’ incentive opportunity was based on Company financial targets and the remaining 30% of the incentive opportunity was based on key initiatives in support of the Company’s strategic plan. The financial metrics for 2023 consisted of Weekly Sales Average, adjusted EBITDA and realized cost savings. With respect to the financial metrics, the PIP provided for a sliding scale with threshold, target and maximum payout opportunities.

  77. Target vs. Actual Achievement Payout

    Target vs. Actual Achievement Payout

  78. Target vs. Actual Achievement Payout

    | Metric(1) | Target | Payout Range | Results | Weight | Payout % | Weighted Payout | | Weekly Sales Average | $122,800 to $125,200 | 0% to 200% | $118,500 | 30.0% | 78% | 23.3% | | Adjusted EBITDA | $105.1 Million to $110.5 Million | 0% to 200% | $103.8 Million | 30.0% | 91% | 27.2% | | Cost Savings | $24.0 Million to $26.0 Million | 0% to 200% | $35 Million | 10.0% | 200% | 20.0% | | Restaurant Remodels | Complete 35 | 0% to 200% | Achieved | 6.0% | 108% | 6.5% | | Team Member Retention | Compared to Black Box | 0% to 200% | Achieved | 6.0% | 200% | 12.0% | | Loyalty Program | Design and test updates | 0% to 100% | Not Achieved | 6.0% | 0% | 0.0% | | Off-Premise Sales | Specified number per restaurant | 0% to 200% | Not Achieved | 6.0% | 0% | 0.0% | | E-commerce | Incremental sales lift | 0% to 200% | Achieved | 6.0% | 100% | 6.0% | | Total Fiscal 2023 Achievement Payout | | | | 100.0% | | 95.0% |

  79. Target vs. Actual Achievement Payout

    | (1) All financial metric targets were set above fiscal 2022 actual results. |

  80. Target vs. Actual Achievement Payout

    | 53 | 2024 Proxy Statement |

  81. Target vs. Actual Achievement Payout

    The table below shows the 2023 target bonus for each Named Executive Officer under the PIP as compared to the actual 2023 bonus payout.

  82. Fiscal 2023 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    Fiscal 2023 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

  83. Fiscal 2023 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    | Name | Target Bonus | Target Bonus (as a % of Base Pay) | Actual Bonus | Actual Bonus (as a % of Base Pay) | Actual Bonus (as a % of Target Bonus) | | Gregory S. Levin | $800,000 | 100.0% | $760,000 | 95.0% | 95.0% | | Thomas A. Houdek | $222,500 | 50.0% | $211,375 | 47.5% | 95.0% | | Gregory S. Lynds | $244,500 | 60.0% | $232,275 | 57.0% | 95.0% | | Kendra D. Miller | $231,000 | 60.0% | $219,450 | 57.0% | 95.0% | | Putnam K. Shin | $249,000 | 60.0% | $236,550 | 57.0% | 95.0% |

  84. Fiscal 2023 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    Long-Term Equity Compensation: Stock Options, RSUs and PSUs. We design our long-term incentive compensation to drive long-term performance, to align the interests of our executives with those of our shareholders, and to retain executives through long-term vesting and wealth accumulation. In fiscal 2023, long-term incentive compensation took the form of awards of stock options, RSUs and PSUs. Individual award amounts for executive officers were based on external market and internal pay and performance considerations and based on a targeted economic value as determined by the Compensation Committee. The Company’s long-term equity awards generally have been allocated one-third to each of stock options, RSUs and PSUs and were allocated in this manner in 2023. The amount of annual equity awards granted to executive officers is based on grant date fair value, which is generally targeted at the 50th percentile of market data for comparable positions (where such information is available). However, in specific cases we may set the target value of the equity award higher or lower than the median where appropriate, based on factors such as our prior year performance, individual executive performance and impact on the business, and retention considerations. Stock Options. Stock options provide the opportunity for participants to purchase shares of our Company’s common stock at a price that is equal to our Company’s stock price on the date of grant. We believe stock options are shareholder-aligned and performance-based, because executives realize increasing value only as the Company’s stock price increases, and executives realize zero value if our Company’s stock price does not increase above the grant-date stock price. All stock options granted by us during fiscal 2023 to our executive officers were granted as non-qualified stock options that vest in three equal annual installments. RSUs. RSUs also derive their value based on our stock price but have a measurable value to recipients immediately upon their vesting, which we believe also supports retention. RSUs granted to our executive officers for 2023 vest in three equal annual installments. PSUs. As with RSUs, PSUs are a component of equity based compensation that has a measurable value to recipients immediately upon their vesting and their underlying value is tied to the price of our stock. However, PSUs differ from stock options and RSUs in that (i) predetermined performance goals must be achieved in order for the awards to vest, and (ii) the number of PSUs that vest may be higher than, lower than or equal to the target number of PSUs, based on whether performance is above, below or at those predetermined goals. Such awards, when vested, are generally paid in shares. PSUs granted to our executive officers and senior vice presidents for fiscal 2023 cliff vest after three years if the Company has met specific performance threshold goals and are also subject to continued employment. The metrics used for the 2023 grants are based on the achievement of comparable sales compared to the Black Box index for casual dining over a three-year period and may be earned up to 150% of target. If the threshold goals are not achieved, zero PSUs are earned.

  85. Fiscal 2023 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    | BJ’s Restaurants, Inc. | 54 |

  86. Fiscal 2023 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    Long-Term Equity Compensation: 2021 PSU Grant Outcome. In January 2024, the Compensation Committee reviewed the performance of the Company relative to the performance targets established for PSUs granted in 2021 and approved a vest percentage of 175%, based on the scale and goals shown below. We achieved a 2022-2023 annual weekly sales average of $115,700 (2022 – 2023), which would have vested at 204%, but the plan also contained a minimum adjusted average two-year EBITDA governor as a second layer to further ensure alignment of pay and performance (the “EBITDA Goal”) for each potential weekly sales average result. At a weekly sales average of $115,700 for the performance period, the EBITDA Goal would have needed to hit $99.0 million in order for the award to pay out at 2x target. However, our results against our EBITDA Goal for the performance period were $90.8 million. The plan then requires the initial sales average payout level to be reduced to the applicable vesting percentage associated with the actual results for the EBITDA Goal. The columns in the table below provide the required EBITDA Goal that was associated with each level of sales performance. For EBITDA achievement between $83 million and $99 million, the payout is capped at 175%. Therefore, at a 200% vest related to weekly sales average and achievement of $90.8 million under our EBITDA Goal, the awards paid out at 175% of target.

  87. 2021 PSU Grant – Weekly Sales Average Performance Targets

    2021 PSU Grant – Weekly Sales Average Performance Targets

  88. 2021 PSU Grant – Weekly Sales Average Performance Targets

    | Step 1: | | | | | | | | | | Annual Weekly Sales Average ($000s) | $85 | $90 | $95 | $100 | $105 | $110 | $115 | $120 | | Initial Payout | 50% | 75% | 100% | 125% | 150% | 175% | 200% | 225% | | Step 2: | | | | | | | | | | Average Adjusted EBITDA fiscal 2022 & 2023 ($Ms) | $18 | $35 | $52 | $68 | $85 | $104 | $124 | $145 | | Minimum Threshold | 80% | 80% | 80% | 80% | 80% | 80% | 80% | 80% | | Minimum Adjusted EBITDA Threshold ($Ms) | $14 | $28 | $42 | $54 | $68 | $83 | $99 | $116 |

  89. 2021 PSU Grant – Weekly Sales Average Compared to Predetermined Targets

    2021 PSU Grant – Weekly Sales Average Compared to Predetermined Targets

  90. 2021 PSU Grant – Weekly Sales Average Compared to Predetermined Targets

    | | 2022 | 2023 | 2-Year Average | Payout Percent | | Step 1: | | | | | | Annual Weekly Sales Average ($000s) | $113.0 | 118.5 | 115.7 | 204% | | Step 2: | | | | | | Actual Average Adjusted EBITDA ($Ms) | 77.9 | 103.8 | 90.8 | 175% | | Payout: Capped at Adjusted EBITDA Performance Result | | | | 175% |

  91. 2021 PSU Grant – Weekly Sales Average Compared to Predetermined Targets

    Limited Executive Benefits and Perquisites. In addition to their eligibility to participate in our Company’s customary employee benefit plans, our executive officers are entitled to receive automobile allowances as their sole executive perquisite. Except for certain additional benefits provided to Mr. Levin in his current role as CEO, our executive officers receive no other form of executive benefit or perquisite.

  92. Equity Grant Timing Practices

    Equity Grant Timing Practices The Compensation Committee and the Board have adopted guidelines for equity grant timing practices. The guidelines approved by the Board are as follows: Regular Annual Equity Grant Dates. Annual equity grants are presented and approved at the meeting of the Compensation Committee typically held in December of each year, before fiscal year-end earnings are released. The regular annual equity grant date for executive officers and Restaurant Support Center team members is the

  93. Equity Grant Timing Practices

    | 55 | 2024 Proxy Statement |

  94. Equity Grant Timing Practices

    Compensation Discussion and Analysis • Equity Grant Timing Practices 15th of January and, for stock options, the exercise price is the fair value of our common stock at market close on the option grant date or the last trading day prior to the date of grant when grants take place on a day when the market is closed. Exceptions to the annual grant date may be made in certain circumstances for administrative convenience. If the 15th of January falls on a weekend or holiday, the execution date of the grants may occur on the first business day following the grant date. For annual grants of RSUs, the Compensation Committee approves a specific dollar amount to be granted to each recipient and the number of shares has thereafter been determined by dividing the dollar amount approved by the Compensation Committee by the most recent closing market price of our common stock as of the date of grant. For annual grants of PSUs, the Compensation Committee approves the target annual award, and the final vesting percentages based upon Company performance against financial metrics. New Hire Grant Dates. All equity award grants to certain newly hired team members are made on the 15th calendar day of the first month of the subsequent quarter following their first day of employment and based on a matrix that has been pre-approved by the Compensation Committee. Eligible newly hired team members receive a grant that is one-half RSUs and one-half stock options, unless they make an election at least two weeks prior to the grant date to receive all RSUs. For stock options, the exercise price is the closing price of our common stock on the date of grant. The number of RSUs granted to our new team members is determined by dividing the approved dollar amount by the closing market price of our common stock on the date of grant. Annual and Promotion Grants. Our general practice is to issue equity grants annually or upon new employment or promotion to a qualifying management position as described above. In those instances when equity awards occur during the year due to team member promotions or other factors, the equity awards are approved in advance by the Compensation Committee, and the grant date is the 15th day of the first month of the quarter following the promotion or other event. The exercise price for such awards is always based on the most recent closing price of our common stock as of the date of grant.

  95. Compensation of Chief Executive Officer

    Compensation of Chief Executive Officer Compensation of Gregory S. Levin. On June 30, 2021, we entered into an employment agreement with Gregory S. Levin pursuant to which he began serving as our Chief Executive Officer commencing September 1, 2021. The terms of Mr. Levin’s employment agreement were approved by the Compensation Committee as well as the entire Board after a period of negotiation with Mr. Levin and his advisors. The Compensation Committee believes the employment agreement reflects appropriate and competitive compensation for services of an executive of Mr. Levin’s experience and skill set. The terms and conditions of Mr. Levin’s compensation under the employment agreement are presented below: Term. The term of the Agreement commenced on September 1, 2021, and will terminate on December 31, 2026 (unless earlier terminated in accordance with the terms of the Employment Agreement). The Agreement provides for automatic renewals for additional one-year terms unless either party gives notice of its intention not to extend at least six months prior to the scheduled termination date. Base Salary. Base salary shall be $750,000 as of September 1, 2021 with increases of $50,000 on each of January 1, 2023, and January 1, 2024, subject to additional increases at the discretion of the Compensation Committee. Mr. Levin’s salary was increased to $850,000 on January 1, 2024. Bonus Opportunity. Annual Bonus opportunity target at no less than 90% of Mr. Levin’s base salary as of September 1, 2021. In 2023, Mr. Levin’s target bonus opportunity was increased to 100% of his base salary. The 2024 criteria were established under the terms of our 2024 AIP. Additional Benefits. Mr. Levin receives up to $3,000 per year for unreimbursed out-of-pocket costs associated with an annual physical examination, and the use of a company automobile or automobile allowance of up to $1,800 per month.

  96. Compensation of Chief Executive Officer

    Compensation Discussion and Analysis • Compensation of Chief Executive Officer Definition of Cause. For purposes of the Employment Agreement, “Cause” means (i) an act or acts of dishonesty undertaken by Mr. Levin and intended to result in material personal gain or enrichment of Mr. Levin or others at the expense of the Company, (ii) gross misconduct that is willful or deliberate and that is materially injurious to the Company, (iii) the conviction or plea of nolo contendere of Mr. Levin of a felony, (iv) the commission by Mr. Levin of any act involving moral turpitude which (A) brings the Company or any of its affiliates into public disrepute or disgrace, or (B) causes material injury to the customer relations, operations or the business prospects of the Company or its affiliates (subject to a notice requirement from the Board and a 30-day cure period), (v) the ongoing and repeated material neglect of Mr. Levin’s duties on a general basis (other than as a result of illness or disability) (subject to a notice requirement and a 30-day cure period), or (vi) the material breach of any terms and conditions of the Employment Agreement by Mr. Levin (subject to a notice requirement and a 30-day cure period). Definition of Good Reason. For purposes of the Employment Agreement and subject to the Company’s right to cure within 30 days after written notice, “Good Reason” means: (i) removal of Mr. Levin as CEO or any failure by the Company to nominate or seek reelection of Mr. Levin to the Board while serving as CEO, other than for death, disability, Cause or his voluntary resignation, (ii) any involuntary material reduction in Mr. Levin’s then-current base salary, involuntary reduction in his target bonus percentage below 90%, or any involuntary material reduction in his comprehensive benefits package, (iii) assignment to Mr. Levin of duties that represent or constitute a material adverse change in his position, duties, responsibilities and status with the Company, (iv) an involuntary material adverse change in Mr. Levin’s authorities or reporting responsibilities except in connection with his termination for Cause, or by reason of his death, Disability or voluntary resignation, (v) a relocation of the Company’s principal executive offices to a location that is more than 60 miles from the location of Mr. Levin’s primary residence that was not recommended by Mr. Levin to the Board, or (vi) the material breach of any terms and conditions of the Employment Agreement by the Company. Named Executive Officer Severance. Severance payable to our Named Executive Officers is based on arrangements set forth in each officer’s offer letter or in accordance with Company practice as described in “Potential Payments upon Termination or Change in Control.”

  97. Compensation Program Governance Policies

    Officers who are subject to the guidelines have five years following the date that they become subject to the guidelines to comply with the applicable guideline ownership level. Compliance with the Stock Ownership Guidelines. Compliance with the Stock Ownership Guidelines is measured on January 16 of each year. Once an officer has satisfied the applicable guideline, as long as he or she continues to own the same or a greater number of shares as in effect on the original date of compliance, a subsequent decrease in the market price of our Common Stock shall not result in non-compliance. However, if there is a disposition of shares by an officer following initial compliance, then compliance will be re-measured following such disposition, using the closing price of our common stock on the trading day immediately preceding the disposition date. Shares that count towards satisfaction of the Stock Ownership Guidelines include (i) stock purchased on the open market, (ii) stock obtained through stock option exercises, (iii) with respect to any vested but unexercised stock options that are “in the money,” the number of shares having a value equal to the difference between the aggregate value of the common stock subject to the options and the aggregate exercise price of such options, (iv) vested or unvested shares of restricted stock (other than unvested stock that is the subject of PSUs, and (v) stock beneficially owned in a trust for the benefit of the officer or his or her immediate family members, by spouse and/or minor children. Additionally, all executive officers are prohibited from engaging in hedging or pledging stock. Consequences of Non-Compliance with Stock Ownership Guidelines. If the applicable officer has not satisfied his or her applicable ownership guideline level by the applicable deadline, the officer is required to retain an amount equal to 100% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted until in compliance. For these purposes “net shares” means the shares remaining after sale or withholding of shares to pay the applicable exercise price, if any, and to satisfy any tax obligations arising from such exercise or vesting. All of our officers who are subject to the Stock Ownership Guidelines are currently in compliance or within the timeframe required to comply.

  98. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning compensation for the fiscal year ended January 2, 2024, of our Chief Executive Officer and President, and Senior Vice President and Chief Financial Officer, and each of our three other most highly compensated executive officers who were serving as of January 3, 2023.

  99. Summary Compensation Table

    | Summary Compensation Table |

  100. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Gregory S. Levin | 2023 | 800,000 | 1,333,392 | 665,911 | 760,000 | 19,199(5) | 3,578,502 | | Chief Executive Officer and | 2022 | 750,000 | 1,000,047 | 499,884 | 376,063 | 24,035(5) | 2,650,029 | | President | 2021 | 566,667 | 908,372 | 641,625 | 390,207 | 12,792(5) | 2,519,663 | | Thomas A. Houdek | 2023 | 445,000 | 200,012 | 99,888 | 211,375 | 12,792(6) | 969,067 | | Senior Vice President and | 2022 | 395,000 | 150,056 | 74,984 | 110,033 | 12,792(6) | 742,865 | | Chief Financial Officer | 2021 | 310,300 | 225,989 | 18,333 | 98,146 | 4,484(6) | 657,252 | | Gregory S. Lynds | 2023 | 407,500 | 166,729 | 83,255 | 232,275 | 9,192(7) | 898,951 | | Executive Vice President and | 2022 | 397,500 | 150,056 | 74,984 | 132,876 | 9,192(7) | 764,608 | | Chief Development Officer | 2021 | 390,000 | 216,724 | 108,335 | 211,770 | 9,192(7) | 936,021 | | Kendra D. Miller | 2023 | 385,000 | 166,729 | 83,255 | 219,450 | 12,792(8) | 867,226 | | Executive Vice President, | 2022 | 365,000 | 150,056 | 74,984 | 122,011 | 12,792(8) | 724,843 | | General Counsel and Secretary | 2021 | 350,000 | 216,724 | 108,335 | 190,050 | 12,792(8) | 877,901 | | Putnam K. Shin | 2023 | 415,000 | 166,729 | 83,255 | 236,550 | 176,675(9) | 1,078,209 | | Executive Vice President and | 2022 | 25,082 | 400,005 | — | 7,601 | 104,863(9) | 537,551 | | Chief Growth and Innovation Officer | 2021 | — | — | — | — | — | — |

  101. Summary Compensation Table

    | (1) Mr. Shin joined the Company in December 2022. |

  102. Summary Compensation Table

    | (2) The fair value of the RSUs is based on the most recent closing stock price of our Common Stock as of the date of grant. |

  103. Summary Compensation Table

    | (3) The amounts in this column do not reflect amounts paid to or realized by the named individual for the respective fiscal years. Instead, these amounts reflect the aggregate grant date fair value of stock option and PSU awards computed in accordance with FASB Codification Topic No. 718, Compensation-Stock Compensation. There is no guarantee that, if and when these awards are ultimately realized, they will have this or any other value. Pursuant to the SEC rules, the amounts shown have not been reduced for estimated |

  104. Summary Compensation Table

    | BJ’s Restaurants, Inc. | 60 |

  105. Summary Compensation Table

    Compensation Committee Report • Summary Compensation Table

  106. Summary Compensation Table

    | forfeitures related to service-based vesting conditions. Additionally, PSUs have been valued at a 100% vest; however, vesting could range from 0% to 150% based on achievement of specified performance targets. For additional information on the valuation assumptions with respect to 2023 grants, refer to Note 1 of our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended January 2, 2024, as filed with the SEC. |

  107. Summary Compensation Table

    | (4) May include amounts earned in a given fiscal year but not paid until the subsequent fiscal year under the Company’s Performance Incentive Plan. |

  108. Summary Compensation Table

    | (5) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2023, 2022, and 2021, respectively, including group term life insurance ($792, $792, and $792) and auto allowance ($18,407, $23,243, and $12,000). |

  109. Summary Compensation Table

    | (6) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2023, 2022, and 2021, respectively, including group term life insurance ($792, $792, and $792) and auto allowance ($12,000, $12,000, and $3,692). |

  110. Summary Compensation Table

    | (7) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2023, 2022, and 2021, respectively, including group term life insurance ($792, $792, and $792) and auto allowance ($8,400, $8,400, and $8,400). |

  111. Summary Compensation Table

    | (8) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2023, 2022, and 2021, respectively, including group term life insurance ($792, $792, and $792) and auto allowance ($12,000, $12,000, and $12,000). |

  112. Summary Compensation Table

    | (9) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2023, 2022, and 2021, respectively, including group term life insurance ($726, $66 and $0), auto allowance ($12,000, $1,000 and $0), relocation related expenses in accordance with Mr. Shin’s offer letter ($163,949, $3,797 and $0) and a signing bonus in accordance with Mr. Shin’s offer letter ($0, $100,000 and $0). |

  113. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to equity and non-equity plan-based awards granted under our Equity Incentive Plan, as amended, and our PIP during the fiscal year ended January 2, 2024, to the persons named in the Summary Compensation Table.

  114. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards |

  115. Grants of Plan-Based Awards

    | | | | | | Stock Awards | | | | | Option Awards | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | Number of Securities Underlying All Other Stock Awards (#)(2) | Grant Date Fair Value of Stock Awards ($)(3)(4) | Number of Securities Underlying Option Awards (#)(5) | Exercise or Base Price of Option Awards ($/Share)(6) | Grant Date Fair Value of Option Awards ($)(4)(7) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Gregory S. Levin | | | | | | | | | | | | | | PIP | | 376,000 | 800,000 | 1,552,000 | | | | | | | | | | RSU | 01/15/23 | | | | | | | 21,273 | 666,696 | | | | | PSU | 01/15/23 | | | | 10,637 | 21,273 | 31,910 | | 666,696 | | | | | Stock Option | 01/15/23 | | | | | | | | | 36,353 | 31.34 | 665,911 | | Thomas A. Houdek | | | | | | | | | | | | | | PIP | | 104,575 | 222,500 | 431,650 | | | | | | | | | | RSU | 01/15/23 | | | | | | | 3,191 | 100,006 | | | | | PSU | 01/15/23 | | | | 1,596 | 3,191 | 4,787 | | 100,006 | | | | | Stock Option | 01/15/23 | | | | | | | | | 5,453 | 31.34 | 99,888 |

  116. Grants of Plan-Based Awards

    | 61 | 2024 Proxy Statement |

  117. Grants of Plan-Based Awards

    Compensation Committee Report • Grants of Plan-Based Awards

  118. Grants of Plan-Based Awards

    | | | | | | Stock Awards | | | | | Option Awards | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | Number of Securities Underlying All Other Stock Awards (#)(2) | Grant Date Fair Value of Stock Awards ($)(3)(4) | Number of Securities Underlying Option Awards (#)(5) | Exercise or Base Price of Option Awards ($/Share)(6) | Grant Date Fair Value of Option Awards ($)(4)(7) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Gregory S. Lynds | | | | | | | | | | | | | | PIP | | 114,915 | 244,500 | 474,330 | | | | | | | | | | RSU | 01/15/23 | | | | | | | 2,660 | 83,364 | | | | | PSU | 01/15/23 | | | | 1,330 | 2,660 | 3,990 | | 83,364 | | | | | Stock Option | 01/15/23 | | | | | | | | | 4,545 | 31.34 | 83,255 | | Kendra D. Miller | | | | | | | | | | | | | | PIP | | 108,570 | 231,000 | 448,140 | | | | | | | | | | RSU | 01/15/23 | | | | | | | 2,660 | 83,364 | | | | | PSU | 01/15/23 | | | | 1,330 | 2,660 | 3,990 | | 83,364 | | | | | Stock Option | 01/15/23 | | | | | | | | | 4,545 | 31.34 | 83,255 | | Putnam K. Shin | | | | | | | | | | | | | | PIP | | 117,030 | 249,000 | 483,060 | | | | | | | | | | RSU | 01/15/23 | | | | | | | 2,660 | 83,364 | | | | | PSU | 01/15/23 | | | | 1,330 | 2,660 | 3,990 | | 83,364 | | | | | Stock Option | 01/15/23 | | | | | | | | | 4,545 | 31.34 | 83,255 |

  119. Grants of Plan-Based Awards

    | (1) These columns show the number of performance-based stock (“PSUs”) awards, subject to performance achievements, granted in fiscal 2023 to the Named Executive Officers. The criteria is based on the Company’s three year average same restaurant comparable sales growth performance compared to an industry benchmark for fiscal years 2023, 2024 and 2025. Executives are eligible to earn from 50% to 150% of the award target based on performance against benchmark, and the award is forfeited if the Company does not achieve its threshold goal. |

  120. Grants of Plan-Based Awards

    | (2) This column shows the number of RSUs granted in fiscal 2023 to the Named Executive Officers. All such RSUs vest in three equal annual installments. |

  121. Grants of Plan-Based Awards

    | (3) The fair value of the PSUs and RSUs is based on the most recent closing stock price of our Common Stock as of the date of grant. |

  122. Grants of Plan-Based Awards

    | (4) The amounts in this column do not reflect amounts paid to or realized by the named individual for fiscal 2023. Instead, these amounts reflect the aggregate grant date fair value of awards computed in accordance with FASB Codification Topic No. 718, Compensation-Stock Compensation. There is no guarantee that, if and when these awards are realized, they will have this or any other value. |

  123. Grants of Plan-Based Awards

    | (5) This column shows the number of stock options granted in fiscal 2023 to the Named Executive Officers. All of such options vest in three equal annual installments and expire ten years from the date of grant. |

  124. Grants of Plan-Based Awards

    | (6) This column reflects stock option grants which have an exercise price per share equal to the most recent closing stock price of our Common Stock as of the date of grant. |

  125. Grants of Plan-Based Awards

    | (7) The fair value of options granted was estimated at the date of grant using a Black-Scholes option pricing model. |

  126. Grants of Plan-Based Awards

    | BJ’s Restaurants, Inc. | 62 |

  127. Grants of Plan-Based Awards

    Compensation Committee Report • Outstanding Equity Awards at Fiscal Year-End

  128. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of January 2, 2024.

  129. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards on January 2, 2024 |

  130. Outstanding Equity Awards at Fiscal Year-End

    | | | | | | | Stock Awards | | | | | | | | Option Awards | | | | RSU | | | PSU | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Awards of Stock That Have Not Vested (#)(1) | Market Value of Shares or Awards of Stock That Have Not Vested ($)(2) | Number of Shares or Awards of Stock That Have Not Vested (#)(3) | Market Value of Shares or Awards of Stock That Have Not Vested ($)(4) | | Gregory S. Levin | 01/15/15 | 16,543 | — | 47.04 | 01/15/25 | 01/15/21 | 1,895 | 66,856 | 5,685 | 200,567 | | | 03/02/15 | 4,168 | — | 52.98 | 03/02/25 | 09/01/21 | 8,770 | 309,406 | — | — | | | 01/15/16 | 4,000 | — | 42.41 | 01/15/26 | 01/15/22 | 10,330 | 364,442 | 15,495 | 546,664 | | | 01/15/17 | 8,843 | — | 35.95 | 01/15/27 | 01/15/23 | 21,273 | 750,511 | 21,273 | 750,511 | | | 01/15/18 | 15,503 | — | 37.70 | 01/15/28 | — | — | — | — | — | | | 01/15/19 | 11,662 | — | 53.22 | 01/15/29 | — | — | — | — | — | | | 01/15/20 | 19,101 | — | 38.90 | 01/15/30 | — | — | — | — | — | | | 01/15/21 | 7,475 | 3,738(5) | 46.91 | 01/15/31 | — | — | — | — | — | | | 09/01/21 | — | 16,832(6) | 42.76 | 09/01/31 | — | — | — | — | — | | | 01/15/22 | 9,588 | 19,178(7) | 32.27 | 01/15/32 | — | — | — | — | — | | | 01/15/23 | — | 36,353(8) | 31.34 | 01/15/33 | — | — | — | — | — | | Thomas A. Houdek | 01/15/20 | 1,751 | — | 38.90 | 01/15/30 | 01/15/21 | 130 | 4,586 | 391 | 13,794 | | | 01/15/21 | 514 | 257(5) | 46.91 | 01/15/31 | 01/15/21 | 2,559 | 90,282 | — | — | | | 01/15/22 | 1,439 | 2,876(7) | 32.27 | 01/15/32 | 09/01/21 | 390 | 13,759 | — | — | | | 01/15/23 | — | 5,453(8) | 31.34 | 01/15/33 | 01/15/22 | 1,550 | 54,684 | 2,325 | 82,026 | | | — | — | — | — | — | 01/15/23 | 3,191 | 112,578 | 3,191 | 112,578 | | Gregory S. Lynds | 01/15/15 | 10,340 | — | 47.04 | 01/15/25 | 01/15/21 | 770 | 27,166 | 2,310 | 81,497 | | | 01/15/16 | 4,065 | — | 42.41 | 01/15/26 | 01/15/22 | 1,550 | 54,684 | 2,325 | 82,026 | | | 01/15/17 | 5,537 | — | 35.95 | 01/15/27 | 01/15/23 | 2,660 | 93,845 | 2,660 | 93,845 | | | 01/15/18 | 6,201 | — | 37.70 | 01/15/28 | — | — | — | — | — | | | 01/15/19 | 4,771 | — | 53.22 | 01/15/29 | — | — | — | — | — | | | 01/15/20 | 7,163 | — | 38.90 | 01/15/30 | — | — | — | — | — | | | 01/15/21 | 3,038 | 1,518(5) | 46.91 | 01/15/31 | — | — | — | — | — | | | 01/15/22 | 1,439 | 2,876(7) | 32.27 | 01/15/32 | — | — | — | — | — | | | 01/15/23 | — | 4,545(8) | 31.34 | 01/15/33 | — | — | — | — | — | | Kendra D. Miller | 01/15/15 | 1,655 | — | 47.04 | 01/15/25 | 01/15/21 | 770 | 27,166 | 2,310 | 81,497 | | | 01/15/16 | 929 | — | 42.41 | 01/15/26 | 01/15/22 | 1,550 | 54,684 | 2,325 | 82,026 | | | 01/15/17 | 2,768 | — | 35.95 | 01/15/27 | 01/15/23 | 2,660 | 93,845 | 2,660 | 93,845 | | | 01/15/18 | 4,651 | — | 37.70 | 01/15/28 | — | — | — | — | — | | | 01/15/19 | 4,771 | — | 53.22 | 01/15/29 | — | — | — | — | — | | | 01/15/20 | 7,163 | — | 38.90 | 01/15/30 | — | — | — | — | — | | | 01/15/21 | 3,038 | 1,518(5) | 46.91 | 01/15/31 | — | — | — | — | — | | | 01/15/22 | 1,439 | 2,876(7) | 32.27 | 01/15/32 | — | — | — | — | — | | | 01/15/23 | — | 4,545(8) | 31.34 | 01/15/33 | — | — | — | — | — | | Putnam K. Shin | 01/15/23 | — | 4,545(8) | 31.34 | 01/15/33 | 12/15/22 | 9,067 | 319,884 | — | — | | | — | — | — | — | — | 01/15/23 | 2,660 | 93,845 | 2,660 | 93,845 |

  131. Outstanding Equity Awards at Fiscal Year-End

    | (1) All RSUs vest in three equal installments. |

  132. Outstanding Equity Awards at Fiscal Year-End

    | (2) The fair value of the RSUs is based on the closing stock price of our Common Stock on January 2, 2024. |

  133. Outstanding Equity Awards at Fiscal Year-End

    | (3) PSUs cliff vest at the end of three years if all criteria have been met, in an amount consistent with the achievement of the performance criteria; otherwise, they are cancelled in whole or part, depending on the achievement of the performance or criteria. |

  134. Outstanding Equity Awards at Fiscal Year-End

    | 63 | 2024 Proxy Statement |

  135. Outstanding Equity Awards at Fiscal Year-End

    Compensation Committee Report • Outstanding Equity Awards at Fiscal Year-End

  136. Outstanding Equity Awards at Fiscal Year-End

    | (4) The fair value of the PSUs is based on the closing stock price of our Common Stock on January 2, 2024. |

  137. Outstanding Equity Awards at Fiscal Year-End

    | (5) The unexercisable options vest in three annual installments commencing January 15, 2022. |

  138. Outstanding Equity Awards at Fiscal Year-End

    | (6) The unexercisable options vest in three annual installments commencing September 1, 2022. |

  139. Outstanding Equity Awards at Fiscal Year-End

    | (7) The unexercisable options vest in three annual installments commencing January 15, 2023. |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (8) The unexercisable options vest in three annual installments commencing January 15, 2024. |

  141. Option Exercises and Stock Vested During Last Fiscal Year

    Option Exercises and Stock Vested During Last Fiscal Year The following table sets forth information concerning each exercise of stock options and vesting of stock awards during fiscal 2023 for each of the Named Executive Officers on an aggregated basis:

  142. Option Exercises and Stock Vested During Last Fiscal Year

    | | Stock Awards | | Option Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Gregory S. Levin | 14,430 | 466,433 | — | — | | Thomas A. Houdek | 1,971 | 62,368 | — | — | | Gregory S. Lynds | 4,309 | 140,368 | — | — | | Kendra D. Miller | 4,309 | 140,368 | 656 | 21,304 | | Putnam K. Shin | 4,534 | 148,216 | — | — |

  143. Option Exercises and Stock Vested During Last Fiscal Year

    | (1) Value includes accrued dividends released and realized. |

  144. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Selected key executives and certain other highly compensated team members, including our Named Executive Officers and Directors, are eligible to participate in a deferred compensation plan. Under this plan, a participant may elect to defer annually the receipt of up to 50% of base salary and up to 100% of other approved compensation and thereby delay taxation of these deferred amounts until actual payment of the deferred amount in future years. At the participant’s election, payments can be deferred until a specific date at least one year after the year of deferral or until termination of employment (subject to earlier payment in the event of a change of control) and can be paid in a lump sum or in up to ten annual installments. Separate deferral elections can be made for each year, and in limited circumstances, existing payment elections may be changed. The amounts deferred are credited to accounts that mirror the gains and/or losses of several different publicly available investment funds, based on the participant’s election. The rate of return for each participant varies depending on the specific investment elections made by the participant. In 2023, the investment funds available to participants provided rates of return ranging from 4.0% to 38.5%. We are not required to make any contributions to this plan and have unrestricted use of any amounts deferred by participants. Although we have established a “Rabbi Trust” to invest funds equal in amount to compensation that has been deferred, the deferred compensation plan is an unfunded, nonqualified plan, for which the benefits are to be paid out of our general assets and subject to forfeiture in the event of bankruptcy or liquidation. The plan is subject to the requirements of Section 409A of the Internal Revenue Code, and if a participant is considered a “specified employee” on his or her separation date, Section 409A requires the delay of payments for six months after such date.

  145. Non-Qualified Deferred Compensation

    | BJ’s Restaurants, Inc. | 64 |

  146. Non-Qualified Deferred Compensation

    Compensation Committee Report • Non-Qualified Deferred Compensation The following table shows contributions and earnings during fiscal 2023, and the account balances as of January 2, 2024 (the last business day of 2023), for our Named Executive Officers under the deferred compensation plan.

  147. Non-Qualified Deferred Compensation

    | Non-Qualified Deferred Compensation Table |

  148. Non-Qualified Deferred Compensation

    | Name | Executive Contributions ($)(1) | Company Contributions ($) | Aggregate Earnings/ (Loss) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Year-End ($) | | Gregory S. Levin | 252,189 | — | 99,592 | (60,991) | 1,011,388 | | Thomas A. Houdek | — | — | 13,088 | — | 68,403 | | Gregory S. Lynds | — | — | — | — | — | | Kendra D. Miller | 25,312 | — | 56,066 | — | 417,416 | | Putnam K. Shin | — | — | — | — | — |

  149. Non-Qualified Deferred Compensation

    | (1) These amounts represent the executive’s contributions during fiscal 2023 and are included in the “Salary” column in the Summary Compensation Table for fiscal 2023. |

  150. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company provides its executive officers with severance arrangements as set forth in their offer letters or based on Company practice. The Company’s practice related to payments and benefits for our current executive officers (other than our CEO) is as follows:

  151. Potential Payments upon Termination or Change in Control

    | Summary of Severance for Executive Officers Upon a Termination without Cause |

  152. Potential Payments upon Termination or Change in Control

    | Title | Severance | Benefits | | Executive Vice Presidents | 12 months annual base salary | 12 months of COBRA benefit payments (if not covered by another plan) | | Senior Vice Presidents | 6 months annual base salary plus an additional month of base salary for each full year of service (up to a maximum of 6 additional months) | COBRA benefit payments for the severance period (if not covered by another plan) |

  153. Potential Payments upon Termination or Change in Control

    Receipt of the above severance payments is contingent upon the executive executing a release of claims. No severance payments or benefits described above shall be payable in the event of a resignation or voluntary separation from employment for any reason or in the event of termination with cause. Pursuant to the terms of his employment agreement, our CEO is entitled to certain cash payments, benefits, and 90 days of equity vesting upon a termination by the company without “cause,” by the CEO for “good reason” or upon a termination due to “disability” (each such term as defined in his agreement); and if a termination without cause or for good reason occurs in the period starting 90 days prior to or 12 months following a change in control, he is entitled to additional cash payments and benefits and his outstanding equity will fully vest (as further described in the CD&A portion of this proxy statement and as quantified below). For our Named Executive Officers other than our CEO, they are entitled to certain cash payments and benefits upon a termination without “cause” (as set forth in the table above), and their outstanding equity will vest upon a termination by us other than for “misconduct” or by the executive with “good reason” within 12 months following a “change in control” (each such term as defined in the Equity Incentive Plan). The information set forth in the tables below describe the potential payments upon various qualifying terminations of employment, assumes the termination took place on the last day of fiscal 2023, and is based on our stock price on such date. As such, this is not a replica of what would be paid on such events in the future.

  154. Potential Payments upon Termination or Change in Control

    | 65 | 2024 Proxy Statement |

  155. Potential Payments upon Termination or Change in Control

    Compensation Committee Report • Potential Payments upon Termination or Change in Control

  156. Potential Payments upon Termination or Change in Control

    | Involuntary Termination of Employment (unrelated to change in control) |

  157. Potential Payments upon Termination or Change in Control

    | Name | Cash Payment ($)(1) | Acceleration of Vesting of Awards ($)(2) | Health Benefits ($)(3) | | Gregory S. Levin | 2,600,000 | 642,708 | 21,781 | | Thomas A. Houdek | 370,833 | — | 10,747 | | Gregory S. Lynds | 407,500 | — | 14,521 | | Kendra D. Miller | 385,000 | — | 12,896 | | Putnam K. Shin | 415,000 | — | 11,896 |

  158. Potential Payments upon Termination or Change in Control

    | (1) Assumes termination payments as of January 2, 2024, for each executive for termination without cause, except for the CEO which assumes termination without cause or for good reason or a termination due to his disability. |

  159. Potential Payments upon Termination or Change in Control

    | (2) Our NEOs (other than our CEO) are not entitled to equity vesting upon a termination without cause (other than in connection with a change in control). Our CEO, pursuant to his employment agreement, is entitled to 90 days of equity vesting upon a termination without cause, due to disability, or for good reason (unrelated to a change in control). The equity amounts set forth in the table for our CEO are calculated based on a termination date of January 2, 2024, and the fair market value of our Common Stock as of the close on the last trading day of our fiscal year. |

  160. Potential Payments upon Termination or Change in Control

    | (3) Reflects the continuation of health benefits following the termination of employment for the period specified above for all NEOs except our CEO. With respect to our CEO, the calculation is based on the period of time as set forth in his employment agreement, as described earlier in the CD&A portion of this proxy statement. |

  161. Potential Payments upon Termination or Change in Control

    | Qualifying Termination following a Change in Control |

  162. Potential Payments upon Termination or Change in Control

    | Name | Cash Payment ($)(1) | Acceleration of Vesting of Awards ($)(2) | Health Benefits ($)(3) | | Gregory S. Levin | 3,221,781 | 3,189,913 | 21,781 | | Thomas A. Houdek | 370,833 | 514,430 | 10,747 | | Gregory S. Lynds | 407,500 | 459,626 | 14,521 | | Kendra D. Miller | 385,000 | 459,626 | 12,896 | | Putnam K. Shin | 415,000 | 525,481 | 11,896 |

  163. Potential Payments upon Termination or Change in Control

    | (1) Assumes termination payments as of January 2, 2024, for our CEO upon a termination without cause or for good reason, pursuant to his employment agreement. Our other Named Executive Officers are not entitled to any enhanced severance in connection with a change in control related termination. The amounts set forth in the table for our other Named Executive Officers would be payable upon a termination without cause, whether or not a change in control occurs. |

  164. Potential Payments upon Termination or Change in Control

    | (2) Amounts relate to equity vesting following a change in control (for our CEO, upon a termination without cause or for good reason, during the period starting 90 days prior to a change in control and ending 12 months following a change in control; and for our other NEOs, upon a termination other than for misconduct or for good reason within 12 months following a change in control). All equity amounts set forth in the table and these footnotes are calculated based on a |

  165. Potential Payments upon Termination or Change in Control

    | BJ’s Restaurants, Inc. | 66 |

  166. Potential Payments upon Termination or Change in Control

    Compensation Committee Report • Potential Payments upon Termination or Change in Control

  167. Potential Payments upon Termination or Change in Control

    | termination date of January 2, 2024, and the fair market value of our Common Stock as of the close on the last trading day of our fiscal year. Equity also vests, in the amounts set forth in the table, upon our liquidation, per the terms of the Equity Incentive Plan. |

  168. Potential Payments upon Termination or Change in Control

    | (3) Reflects the continuation of health benefits following the termination of employment for the period specified above and with respect to our CEO, for the period of time as set forth in his employment agreement, as described earlier in the CD&A portion of this proxy statement. Our other Named Executive Officers are not entitled to any enhanced severance in connection with a change in control related termination. The amounts set forth in the table for our other Named Executive Officers would be payable upon a termination without cause, whether or not a change in control occurs. |

  169. Pay Ratio Disclosure

    Pay Ratio Disclosure Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose the ratio of the annual total compensation of our Chief Executive Officer for fiscal 2023, to the annual total compensation of our median team member. This pay ratio is a reasonable estimate calculated in accordance with applicable SEC rules based on our payroll and employment records and the methodology described below. The overwhelming majority of our team member population consists of hourly part-time restaurant team members. To identify the median team member, we used 2023 gross wages for full-time and part-time individuals who were employed by us on January 2, 2024, other than Mr. Levin. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation. We did, however, annualize the compensation for team members who were not employed by us for all of fiscal 2023 by taking a team member’s compensation for the number of days they were employed and annualizing such amount for the full year. Our median team member for 2023 was identified as a server. Our median team member worked an average of 23 hours per week in 2023. We calculated annual total compensation for such team member using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table for fiscal 2023. Based on the foregoing, our estimated ratio of Mr. Levin’s annual total compensation to our median team member’s annual total compensation for fiscal 2023 is as follows:

  170. Pay Ratio Disclosure

    | Median team member annual total compensation | $28,981 | | Mr. Levin annual total compensation | $3,578,502 | | Ratio | 123:1 |

  171. Pay Ratio Disclosure

    The methodologies used by public companies to determine an estimate of their pay ratio will vary and, because of the large number of hourly part-time personnel employed by restaurant companies, the pay ratios in the restaurant industry will generally be higher than is the case with other industries that do not rely on part-time or hourly team members. As a result, the estimated ratio reported above should not be used as a basis for comparison between companies.

  172. Pay Ratio Disclosure

    | 67 | 2024 Proxy Statement |

  173. Pay versus Performance

    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:

  174. Pay versus Performance

    | Pay versus Performance Table |

  175. Pay versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On (4) : | | In Thousands | | | Fiscal Year (1) | Summary Compensation Table Total for Mr. Levin PEO 1 (2) | Summary Compensation Table Total for Mr. Trojan PEO 2 (2) | Compensation Actually Paid to Mr. Levin PEO 1 (3) | Compensation Actually Paid to Mr. Trojan PEO 2 (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income (Loss) | Adjusted EBITDA 6) | | 2023 | $3,578,502 | N/A | $4,253,370 | N/A | $953,363 | $1,032,177 | $94,.86 | $117.55 | $19,660 | $103,778 | | 2022 | $2,650,029 | N/A | $1,945,628 | N/A | $719,955 | $396,206 | $69.49 | $96.84 | $4,076 | $77,885 | | 2021 | $2,519,663 | $3,711,615 | $2,579,184 | $4,267,251 | $856,556 | $861,636 | $91.02 | $121.51 | $(3,606) | $70,523 | | 2020 | N/A | $2,420,804 | N/A | $3,039,372 | $696,597 | $688,107 | $101.40 | $126.87 | $(57,885) | $10,347 |

  176. Pay versus Performance

    | (1) Mr. Levin succeeded Mr. Trojan as PEO on September 1, 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: |

  177. Pay versus Performance

    | • | Fiscal Year 2023: Mr. Houdek, Mr. Lynds, Ms. Miller, and Mr. Shin |

  178. Pay versus Performance

    | • | Fiscal Year 2022: Mr. Houdek, Mr. Lynds, Ms. Miller, and Mr. Krakower |

  179. Pay versus Performance

    | • | Fiscal Year 2021: Mr. Houdek, Mr. Mayer, Mr. Lynds, and Ms. Miller |

  180. Pay versus Performance

    | • | Fiscal Year 2020: Mr. Levin, Mr. Mayer, Mr. Lynds, Mr. Ledwith, and Ms. Miller |

  181. Pay versus Performance

    | (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. 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. |

  182. Pay versus Performance

    | (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. 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. |

  183. Pay versus Performance

    | (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 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |

  184. Pay versus Performance

    | BJ’s Restaurants, Inc. | 68 |

  185. Pay versus Performance

    | (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. |

  186. Pay versus Performance

    | (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. |

  187. Pay versus Performance

    | Reconciliation of Summary Compensation to Compensation Actually Paid |

  188. Pay versus Performance

    | | Fiscal 2023 | | Fiscal 2022 | | Fiscal 2021 | | | Fiscal 2020 | | | | Mr. Levin PEO 1 | Average Non-PEO NEOs | Mr. Levin PEO 1 | Average Non-PEO NEOs | Mr. Levin PEO 1 | Mr. Trojan PEO 2 | Average Non-PEO NEOs | Mr. Trojan PEO 2 | Average Non-PEO NEOs | | Summary Compensation Table | $3,578,502 | $953,363 | $2,650,029 | $719,955 | $2,519,663 | $3,711,615 | $856,556 | $2,420,804 | $696,597 | | Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year | (1,333,392) | (175,050) | (1,000,047) | (145,877) | (908,372) | (1,333,370) | (219,040) | (1,069,905) | (230,778) | | Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year | (665,911) | (87,413) | (499,884) | (72,903) | (641,625) | (666,559) | (85,835) | (500,260) | (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 | 2,360,290 | 301,001 | 1,331,266 | 177,747 | 1,408,643 | 1,997,836 | 254,557 | 1,891,623 | 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 | 516,915 | 82,436 | (461,714) | (170,290) | 11,391 | 29,036 | 1,686 | 119,751 | 15,973 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | — | — | 2,404 | 69,864 | 24,223 |

  189. Pay versus Performance

    | 69 | 2024 Proxy Statement |

  190. Pay versus Performance

    | | Fiscal 2023 | | Fiscal 2022 | | Fiscal 2021 | | | Fiscal 2020 | | | | Mr. Levin PEO 1 | Average Non-PEO NEOs | Mr. Levin PEO 1 | Average Non-PEO NEOs | Mr. Levin PEO 1 | Mr. Trojan PEO 2 | Average Non-PEO NEOs | Mr. Trojan PEO 2 | Average Non-PEO NEOs | | (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 | $(203,034) | $(42,160) | $(76,232) | $(47,447) | $183,544 | $511,023 | $49,705 | $84,993 | $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 | — | — | 2,210 | 1,256 | 5,940 | 17,670 | 1,603 | 22,502 | 2,679 | | Compensation Actually Paid | $4,253,370 | $1,032,177 | $1,945,628 | $396,206 | $2,579,184 | $4,267,251 | $861,636 | $3,039,372 | $688,107 |

  191. Pay versus Performance

    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.