DEF 14A of BJs Restaurants Inc, Apr 23, 2025

DEF 14A of BJs Restaurants Inc

Filed Apr 23, 2025 · FY20240001193125-25-090331

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Director Nominee Highlights |

  4. Director Nominees

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

  5. Director Nominees

    | BJ’s Restaurants, Inc. | 6 |

  6. Director Nominees

    | Board Nominee Diversity Matrix (As of April 23, 2025) | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | — | — | | 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 | 3 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | |

  7. Director Nominees

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

  8. Director Nominees

    | Nominee | Principal Occupation | Age | | Bina Chaurasia | Retired Chief Administrative and Operating Officer, Tanium | 62 | | James A. Dal Pozzo | Former Chairman of the Board and Chief Executive Officer, The Jacmar Companies | 66 | | Noah A. Elbogen | Partner and Chief Financial Officer, Act III Holdings, LLC | 42 | | Lea Anne S. Ottinger | Strategic Business Consultant; Managing Partner, LMR Advisors | 66 | | C. Bradford Richmond | Interim Chief Executive Officer, BJ’s Restaurants, Inc. | 66 | | Julius W. Robinson, Jr. | Chief Operating Officer, Western United States and Gaylord Hotels Nationwide at Marriott International, Inc. | 52 | | Janet M. Sherlock | Founder and Chief Executive Officer, org.works | 59 | | Gregory A. Trojan | Retired Chief Executive Officer, BJ’s Restaurants, Inc. | 64 |

  9. 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:

  10. Director Nominees

    | 7 | 2025 Proxy Statement |

  11. Director Nominees

    | BINA CHAURASIA | | | Age: 62 Director since 2020 Committees: • Compensation (Chair) • Governance and Nominating | 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

    | JAMES (“JIM”) A. DAL POZZO | | | Age: 66 Director since 2001 Committees: • Audit (Chair) • 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. |

  13. Director Nominees

    | BJ’s Restaurants, Inc. | 8 |

  14. Director Nominees

    | NOAH A. ELBOGEN | | | Age: 42 Director since 2014 Committees: • Audit | Director Qualifications: Mr. Elbogen has significant investment, financial and operations experience from 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

    | LEA ANNE S. OTTINGER (Chair of the Board) | | | Age: 66 Director since 2010 Committees: • Compensation • 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 and has served as our Board Chair since June 2024. In 1998, building upon her previous career in private equity, Ms. Ottinger founded LMR Advisors, where she specializes in strategic business and mergers and acquisition advisory services. From 1990 to 1998, Ms. Ottinger was a franchise owner and operator of The Body Shop 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. |

  16. Director Nominees

    | 9 | 2025 Proxy Statement |

  17. Director Nominees

    | C. BRADFORD RICHMOND | | | Age: 66 Director since 2024 Committees: • N/A | Director Qualifications: Mr. Richmond has over 40 years of extensive management and financial experience in the restaurant industry, and the Board believes he has the necessary background and experience to help lead the development and execution of our longer-term strategic positioning and expansion plans, as well as our shorter-term tactical plans. While 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, as the Company’s Interim Chief Executive Officer, he does not serve on any committees. | | | Biography: Mr. Richmond has served as our Interim Chief Executive Officer since August 2024, and as 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, and Cheddar’s Scratch Kitchen. 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 and served as a senior auditor at Price Waterhouse & Cooper. Mr. Richmond served on the Board of Directors of Coast Entertainment Holdings Limited (ASX: CEH) from September 2017 to November 2024. |

  18. Director Nominees

    | JULIUS W. ROBINSON, JR. | | | Age: 52 Director since 2022 Committees: • Audit • 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. Leveraging his more than 30 years of experience in leadership roles within Marriott, he brings significant strategic, operational and brand insights to our Board, Audit and Compensation Committees. | | | Biography: Mr. Robinson has been a member of our Board of Directors since January 2022. Mr. Robinson currently serves as the Chief Operating Officer, Western United States and Gaylord Hotels Nationwide 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 140 countries and territories. Mr. Robinson is responsible for Sales, Operating Profit, Guest, and Associate Satisfaction across all areas of the business. Mr. Robinson’s experience in the hospitality industry spans over three decades with Marriott. His senior leadership roles include Chief Sales & Chief Marketing Officer for the US and Canada, 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. |

  19. Director Nominees

    | BJ’s Restaurants, Inc. | 10 |

  20. Director Nominees

    | JANET M. SHERLOCK | | | Age: 59 Director since 2019 Committees: • Audit • Governance and Nominating (Chair) | 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. We believe her experience provides substantial insight to the Audit Committee with respect to issues regarding our information systems and cybersecurity programs. | | | Biography: Dr. Sherlock has been a member of our Board of Directors since January 2019. Since October 2024, Dr. Sherlock has served as Chief Executive Officer of org.works, an organizational management consulting firm, which she founded. From August 2017 to September 2024, Dr. Sherlock served 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

    | 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 advise on 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. |

  22. Director Nominees

    | 11 | 2025 Proxy Statement |

  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 authorized to grant 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 $375,000. 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 was approved on June 18, 2024:

  24. Director Compensation

    | • | annual cash retainer of $75,000, payable in quarterly installments, for each non-employee Director; |

  25. Director Compensation

    | • | an annual restricted stock unit award of $125,000, in fair market value on the date of grant, which vests one year from the date of grant, for each non-employee Director; |

  26. Director Compensation

    | • | an annual cash retainer of $12,500, $10,000 and $10,000, respectively, for the non-chair members of the Audit Committee, Compensation Committee and Governance and Nominating Committee, payable in quarterly installments; |

  27. Director Compensation

    | • | an annual cash retainer of $25,000, $20,000 and $20,000, respectively, for the chairs of the Audit Committee, Compensation Committee, and Governance and Nominating Committee, payable in quarterly installments; |

  28. Director Compensation

    | 17 | 2025 Proxy Statement |

  29. Director Compensation

    Corporate Governance • Director Compensation

  30. Director Compensation

    | • | an additional annual cash retainer of $55,000 to any non-employee Chair of the Board, payable in quarterly installments; |

  31. Director Compensation

    | • | an additional annual restricted stock unit award of $60,000 to any non-employee Chair of the Board, in fair market value on the date of grant, which vests one year from the date of grant; and |

  32. Director Compensation

    | • | an initial equity award to a non-employee director upon joining the Board that is a prorated portion of the annual equity award (rather than a full $125,000 annual equity award). As a result, directors appointed during the first quarter of the calendar year are entitled to the full $125,000 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% ($31,250) 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

    In connection with approving the above compensation, the Compensation Committee changed the grant date for annual non-employee director awards to the fifth business day following the date of our Annual Meeting. 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. The following table sets forth information concerning the compensation of our non-employee directors during fiscal 2024:

  34. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Peter A. Bassi(4) | 60,250 | 110,013 | — | 170,263 | | Larry D. Bouts(4) | 46,750 | 110,013 | — | 156,763 | | Bina Chaurasia | 89,250 | 110,013 | — | 199,263 | | James A. Dal Pozzo | 95,750 | 110,013 | — | 205,763 | | Gerald W. Deitchle(4) | 70,000 | 110,013 | — | 180,013 | | Noah A. Elbogen | 85,500 | 110,013 | — | 195,513 | | Lea Anne S. Ottinger | 117,750 | 170,046 | — | 287,796 | | C. Bradford Richmond(5) | — | — | — | — | | Julius W. Robinson, Jr. | 84,250 | 110,013 | — | 194,263 | | Janet M. Sherlock | 94,500 | 110,013 | — | 204,513 | | Gregory A. Trojan | 70,000 | 110,013 | 1,000(6) | 184,013 |

  35. Director Compensation

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

  36. Director Compensation

    | (2) The amounts in this column do not reflect amounts paid to or realized by the named individual for fiscal 2024. 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. |

  37. Director Compensation

    | BJ’s Restaurants, Inc. | 18 |

  38. Director Compensation

    Corporate Governance • Director Compensation

  39. Director 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 2024 grants, refer to Note 1 of our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC. Each non-employee director serving on January 15, 2024, received an annual RSU award of 3,453 shares and Mr. Richmond received his initial grant of 3,137 shares on March 15, 2024. |

  40. Director Compensation

    | (3) The 2024 annual grants were made on January 15, 2024, based on the $110,000 annual RSU grant value that was in place prior to the mid-year increase to $125,000 and prior to the change in timing of annual grants. Additionally, in accordance with the compensation changes noted above, Ms. Ottinger received her non-employee Chair of the Board grant in June 2024. |

  41. Director Compensation

    | (4) Mr. Bassi, Mr. Bouts and Mr. Deitchle’s service as members of the Board and any committees ceased upon the completion of the Annual Meeting in June 2024. |

  42. Director Compensation

    | (5) Mr. Richmond joined our Board in February 2024 and was subsequently appointed as our Interim Chief Executive Officer in August 2024. During the term of his employment, which began in August 2024, he is not eligible to receive any separate compensation for his services as a member of the Board. The Board grant and cash retainer fees he received prior to his employment with the Company are included in “All Other Compensation” column of the Summary Compensation Table of this proxy. |

  43. Director Compensation

    | (6) Consists of consulting fees paid to Mr. Trojan pursuant to a Consulting Agreement, which terminated on January 31, 2024, the terms of which are described under “Certain Relationships and Related Party Transactions” in this Proxy Statement. |

  44. Director Compensation

    The aggregate number of shares subject to outstanding stock-based awards as of December 31, 2024 for each director is provided in the table below:

  45. Director Compensation

    | | Outstanding | | | Name(1) | Stock Awards Unvested | Option Awards Exercisable | | Bina Chaurasia | 3,453 | — | | James A. Dal Pozzo | 3,453 | 14,061 | | Noah A. Elbogen | 3,453 | 8,701 | | Lea Anne S. Ottinger | 5,213 | 14,061 | | C. Bradford Richmond(2) | — | — | | Julius W. Robinson, Jr. | 3,453 | — | | Janet M. Sherlock | 3,453 | — | | Gregory A. Trojan(3) | 3,453 | 208,381 |

  46. Director Compensation

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

  47. Director Compensation

    | (2) Mr. Richmond joined our Board in February 2024. The shares he was granted as a member of the Board and the shares he was granted as the company’s Interim Chief Executive Officer are detailed in the Summary Compensation Table and Grant of Plan-Based Awards. |

  48. Director Compensation

    | (3) All of the exercisable options were granted to Mr. Trojan during his tenure as the Company’s Chief Executive Officer. |

  49. Director Compensation

    | 19 | 2025 Proxy Statement |

  50. Director Compensation

    Corporate Governance • Stock Ownership Guidelines

  51. Overview of Compensation for Fiscal 2024

    | • | For our 2024 Annual Incentive Plan (“AIP”), which is our annual incentive bonus plan, we retained the same targeted short-term bonus opportunity percentages of base salary for all levels as 2023. The 2024 AIP performance criteria included financial goals tied to average weekly restaurant sales (30% weighting), and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) (70% weighting). Unlike prior years, the 2024 AIP metrics did not include key initiatives. |

  52. Overview of Compensation for Fiscal 2024

    | • | Based upon performance against plan metrics, the Committee approved a payout at 73% of target on our 2024 AIP to our Named Executive Officers. See “Annual Cash Incentive” under “Pay Mix” for details. |

  53. Overview of Compensation for Fiscal 2024

    | • | In January 2024, as in previous years, we granted long-term equity awards in the form of restricted stock units (“RSUs”), performance stock units (“PSUs”), and stock options in the same ratio (one-third each) and with the same vesting schedules as in prior years. The RSUs and options vest annually over a three-year period. 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%. The PSUs are eligible to vest based on the following TSR goals: |

  54. 2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

  55. 2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    | Performance Level | Relative TSR Percentile Ranking | Payout Percentage | | Maximum | 75th Percentile and Above | 150% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | | Below 25th Percentile | 0% |

  56. 2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    | • | The PSUs granted in 2022, which vested on a three-year cliff basis, were approved by the Compensation Committee for final vesting of 142% based on the achievement of the performance metric. This determination was based on the Company’s average annual comparable sales performance over the three-year period, measured relative to the Black Box casual dining index. Vesting percentages were calculated for each year and then averaged across the three years. See “2022 PSU Grant Outcome” for more details. |

  57. 2025 Compensation Program Changes

    | • | For our 2025 AIP, the performance criteria are again tied to average weekly restaurant sales (30% weighting) and Adjusted EBITDA (70% weighting), with the ability to differentiate among executive participants based on their individual performance and impact, with the multiplier ranging from 0.85 to 1.15 of the bonus opportunity. We instituted the multiplier range to continue to align our pay with performance and recognize and incentivize executives based on their scope of responsibility and their individual impact to the business. |

  58. 2025 Compensation Program Changes

    | • | We altered the weighting of each type of equity grant. In January 2025, we granted long-term equity awards in the form of PSUs (60% weighting), RSUs (20% weighting), and stock options (20% weighting) with the same vesting schedules as in prior years. The design of the 2025 PSU grants is the same as the 2024 PSU grants and based on relative TSR. |

  59. Compensation Philosophy and Program

    | • | performance-based annual cash incentive pay, which is dependent on our annual financial performance and the executives’ individual performance and impact; 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 the 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 shareholder value creation | 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

    | • | The annual cash incentive bonus is exclusively based on key financial business results in 2024 and 2025, rather than individual performance criteria; however, 2025 does also include an individual performance and impact multiplier that will be applied to the bonus opportunity; |

  65. Compensation Practices and Risk

    | • | The ultimate economic value provided by our long-term incentive plan is based primarily on the sustained, long-term performance of our stock; |

  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; |

  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 AIP 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 AIP 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 its 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 quarterly meeting. The Compensation Committee and the Board of Directors review information about all components of the compensation provided to our executive officers, including base salary, annual bonus, equity, 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 Frederic W. Cook & Co., Inc. (“FW Cook”) serves as our independent compensation consultant. FW Cook’s responsibilities include, but are not limited to, 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 2024 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.

  69. 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. Additionally, the Compensation Committee annually obtains input from its external compensation consultant 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

  70. Determining Executive Compensation

    Compensation Discussion and Analysis • Determining Executive Compensation 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 determining the executive’s compensation. The Compensation Committee believes that this approach allows it to take into consideration the executive’s overall contribution to our growth and profitability in determining executive compensation rather than relying solely on specific peer group targets. For purposes of reviewing annual cash- and stock-based executive compensation levels to help evaluate our competitiveness as we established 2024 executive compensation, our independent compensation consultant (FW Cook) provided compensation information reflecting our Company’s market for executive talent considering our industry and size, as outlined below. We reviewed publicly disclosed compensation information of the following then-publicly held 16-chain restaurant industry peer companies (“Proxy Peer Group”) as a source of market data for the Chief Executive Officer, Chief Financial Officer and other top-five paid executives:

  71. Determining Executive Compensation

    In addition to the peer group, we also reviewed restaurant, retail, and general industry survey data for companies approximating our revenue size. 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 2024. The Compensation Committee believes that referencing pay practices and levels of that group (in addition to the survey 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.

  72. Elements of 2024 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 skillset, role, and performance and subject to annual adjustment. | Compensate executives for their normal daily responsibilities | | Annual Cash Incentive (Annual Incentive Plan “AIP”) | Cash; variable | At-risk cash based on achievement of pre-established Company financial metrics (weekly sales average and adjusted EBITDA) | 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 the most recent closing stock price of our Common Stock as of the grant date; 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 | Value is based on relative TSR; cliff vest after three years subject to performance results, up to a potential maximum of 150% target. | Reward for relative outperformance of shareholder value creation and align long-term compensation with shareholder interests; support executive retention. |

  73. Fiscal 2024 Base Salary Increases

    | (4) Mr. Levin received an increase in accordance with his employment agreement. |

  74. Fiscal 2024 Base Salary Increases

    Annual Cash Incentive. Each executive officer participates in our annual AIP; however, in fiscal 2024, Mr. Richmond and Mr. Tick did not participate. Under the AIP, 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 AIP. In fiscal 2024, there were no changes to our NEO target bonus opportunities. Under the fiscal 2024 AIP, the executives’ incentive opportunity was exclusively based on Company financial targets. The financial metrics for 2024 consisted of Weekly Sales Average and Adjusted EBITDA and provided for a sliding scale with threshold, target and maximum payout opportunities.

  75. Target vs. Actual Achievement Payout

    Target vs. Actual Achievement Payout

  76. Target vs. Actual Achievement Payout

    | Metric(1) | Threshold | Target | Maximum | Payout Range | | Weekly Sales Average | $116,600 | $121,500 to $123,900 | $128,800 | 0% to 200% | | Adjusted EBITDA | $109.4 Million | $125.5 Million to $131.9 Million | $148.0 Million | 0% to 200% |

  77. Target vs. Actual Achievement Payout

    | Metric(1) | Results | Weight | Payout % | Weighted Payout | | Weekly Sales Average | $120,392 | 30% | 80% | 24% | | Adjusted EBITDA | $120.9 Million(2) | 70% | 70% | 49% | | Total Fiscal 2024 Achievement Payout | | 100% | | 73% |

  78. Target vs. Actual Achievement Payout

    | (1) All financial metric targets were set above fiscal 2023 actual results. |

  79. Target vs. Actual Achievement Payout

    | (2) As permitted by our AIP, the Compensation Committee may adjust the evaluation of performance to exclude the impact of events or occurrences that it determines should be appropriately excluded such as extraordinary or non-recurring items, transactions or events. Fiscal 2024 reported Adjusted EBITDA of $117.1 million was adjusted |

  80. Target vs. Actual Achievement Payout

    | 45 | 2025 Proxy Statement |

  81. Target vs. Actual Achievement Payout

    | to exclude the impact of excess legal costs related to shareholder cooperation agreements and related matters, unanticipated brand positioning consulting fees, and unanticipated deferred compensation expenses due primarily to stock market performance which have matching offsets in other income, net, a workers’ compensation methodology change, and the AIP-related portion of severance associated with our 2024 leadership transition. |

  82. Target vs. Actual Achievement Payout

    The table below shows the 2024 target bonus for each Named Executive Officer under the AIP as compared to the actual 2024 bonus payout.

  83. Fiscal 2024 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    Fiscal 2024 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

  84. Fiscal 2024 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    | Name | Target Bonus(1) | Target Bonus (as a % of Base Pay) | Actual Bonus | Actual Bonus (as a % of Base Pay) | Actual Bonus (as a % of Target Bonus) | | C. Bradford Richmond | $— | —% | $— | —% | —% | | Thomas A. Houdek | $232,500 | 50% | $170,414 | 37% | 73% | | Gregory S. Lynds | $250,800 | 60% | $183,827 | 44% | 73% | | Lyle D. Tick | $— | —% | $— | —% | —% | | Gregory S. Levin | $850,000 | 100% | $— | —% | —% | | Putnam K. Shin | $258,000 | 60% | $188,588 | 44% | 73% |

  85. Fiscal 2024 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    | (1) Mr. Richmond and Mr. Tick were not eligible for a bonus under the 2024 AIP, and Mr. Levin’s employment ended prior to completion of the fiscal year and the payout of bonuses. |

  86. Fiscal 2024 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 2024, long-term incentive compensation took the form of awards of RSUs, PSUs and stock options. 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. Additionally, under the terms of his agreement, Mr. Richmond received an equity grant under the Company’s 2024 Equity Incentive Plan having an aggregate value of $720,000 and consisting of one-half RSU and one-half non-qualified stock options as consideration for his services as our Interim Chief Executive Officer. In light of Mr. Richmond’s cash compensation being significantly less than market, and to ensure that his total compensation package is comparable to our former Chief Executive Officer, Mr. Richmond’s equity grant will vest upon termination of Mr. Richmond’s service as Interim Chief Executive Officer based on the number of months served (rounded up for partial months) divided by 12. The Company’s long-term equity awards generally were allocated one-third to each of stock options, RSUs and PSUs in the past and were allocated in this manner in 2024. 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 2024 to our executive officers were granted as non-qualified stock options that vest in three equal annual installments.

  87. Fiscal 2024 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    | BJ’s Restaurants, Inc. | 46 |

  88. Fiscal 2024 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    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 2024 vest in three equal annual installments. PSUs. As with RSUs, PSUs are a component of equity based compensation that have a measurable value to recipients immediately upon their vesting (provided performance goals are met) 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 paid in shares. PSUs granted to our executive officers for fiscal 2024 cliff vest after three years based on our relative TSR performance compared to our proxy peer group. PSUs can vest from 0% to 150% of target, but if our actual TSR is negative, payout cannot exceed 100%.

  89. 2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

  90. 2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    | Performance Level | Relative TSR Percentile Ranking | Payout Percentage | | Maximum | 75th Percentile and Above | 150% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | | Below 25th Percentile | 0% |

  91. 2024 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    Long-Term Equity Compensation: 2022 PSU Grant Outcome. In January 2025, the Compensation Committee reviewed the performance of the Company relative to the performance targets established for PSUs granted in 2022 and approved a vest percentage of 142%, based on the scale and goals shown below. Vesting of 2022 PSUs was determined by comparing the actual average comparable sales for each yearly period to the Black Box casual dining index, calculating vesting percentages for each year, and then averaging the vesting percentages for the three separate years to determine the total vesting percentage. In light of the continuing pandemic-related challenges facing the restaurant industry during the first quarter of 2022, the applicable performance periods for the 2022 PSUs were the second through fourth fiscal quarters of 2022, full year 2023 and full year 2024.

  92. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Performance Targets

    2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Performance Targets

  93. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Performance Targets

    | 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% |

  94. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

  95. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    | | 2022 | 2023 | 2024 | 3-Year Average | | BJ’s Restaurants, Inc.(1) | 8.7% | 3.8% | 1.0% | | | Black Box | 2.8% | 2.3% | -1.9% | | | Difference | 5.9% | 1.5% | 2.9% | | | Actual Vest Percentage | 150% | 126% | 150% | 142% |

  96. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    | (1) Comparable restaurant sales are based on calendar years to align with Black Box methodology versus BJ’s Restaurants, Inc.’s fiscal calendar. |

  97. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    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 and term life

  98. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    | 47 | 2025 Proxy Statement |

  99. 2022 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    Compensation Discussion and Analysis • Equity Grant Timing Practices insurance as their sole executive perquisite. Except for a relocation allowance and certain additional benefits provided to Mr. Tick in connection with his hire, our executive officers receive no other form of executive benefit or perquisite.

  100. Equity Grant Timing Practices

    Equity Grant Timing Practices The Compensation Committee and the Board have adopted the following guidelines for equity grant timing practices: 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 available or released. The regular annual equity grant date for executive officers and Restaurant Support Center team members is the 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. Beginning in 2025, Board grants will be granted on the fifth business day after the Annual Meeting. 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. Equity award grants to certain newly hired team members are generally 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. The Compensation Committee may make exceptions to the timing of new hire grants in limited circumstances if it deems doing so is necessary or appropriate given the circumstances. Typically, 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. Grant to Interim Chief Executive Officer. In connection with Mr. Richmond’s agreement to assume the role of Interim Chief Executive Officer, we made him an equity grant on August 28, 2024. In light of his status as a director of the Company at the time he became Interim Chief Executive Officer, as well as the interim nature of his appointment, the Board elected to make his grant simultaneous with the start date of his new role as Interim Chief Executive Officer. Such grant was made within four business days of the Company’s filing of a Form 8-K disclosing the hiring of Mr. Tick as our President and Chief Concept Officer. The table below sets forth certain information about the stock option grant made to Mr. Richmond.

  101. Equity Award Table

    Equity Award Table

  102. Equity Award Table

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award | Grant Date Fair Value of the Award | Percentage Change in Closing Price(1) | | C. Bradford Richmond | 08/28/2024 | 19,024 | $31.95 | $359,584 | -1.6% |

  103. Equity Award Table

    | (1) Percentage represents the change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information. |

  104. Equity Award Table

    | BJ’s Restaurants, Inc. | 48 |

  105. Equity Award Table

    Compensation Discussion and Analysis • Equity Grant Timing Practices 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 promotions or other factors, the equity awards are approved in advance by the Compensation Committee for executives and, with authorization by the Compensation Committee, by the Interim Chief Executive Officer for other team members. The grant date for any such grants is the 15th day of the first month of the quarter following the promotion or other event, subject to limited exceptions as may be approved by the Compensation Committee, in its sole discretion. 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.

  106. Compensation of Chief Executive Officer

    Compensation Discussion and Analysis • Compensation of Chief Executive Officer Named Executive Officer Severance. Severance payable to our Named Executive Officers is based on arrangements set forth in each officer’s offer letter (“employment agreement”) or in accordance with Company practice as described in “Potential Payments upon Termination or Change in Control.”

  107. 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. In light of the interim nature of Mr. Richmond’s appointment, he will continue to be subject to the director stock ownership guidelines and requirements. 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,

  108. Compensation Program Governance Policies

    Compensation Discussion and Analysis • Compensation Program Governance Policies (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.

  109. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning compensation for the fiscal year ended December 31, 2024, of our Interim Chief Executive Officer, former Chief Executive Officer and President, and Senior Vice President and Chief Financial Officer, and each of our three other most highly compensated executive officers.

  110. Summary Compensation Table

    | Summary Compensation Table |

  111. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | C. Bradford Richmond | 2024 | 164,384 | — | 360,013 | 359,584 | — | 172,329(6) | 1,056,310 | | Interim Chief Executive | 2023 | — | — | — | — | — | — | — | | Officer | 2022 | — | — | — | — | — | — | — | | Thomas A. Houdek | 2024 | 465,000 | — | 226,677 | 108,206 | 170,414 | 12,792(7) | 983,089 | | Senior Vice President and | 2023 | 445,000 | — | 200,012 | 99,888 | 211,375 | 12,792(7) | 969,067 | | Chief Financial Officer | 2022 | 395,000 | — | 150,056 | 74,984 | 110,033 | 12,792(7) | 742,865 | | Gregory S. Lynds | 2024 | 418,000 | — | 191,819 | 91,573 | 183,827 | 9,192(8) | 894,411 | | Executive Vice President and | 2023 | 407,500 | — | 166,729 | 83,255 | 232,275 | 9,192(8) | 898,951 | | Chief Development Officer | 2022 | 397,500 | — | 150,056 | 74,984 | 132,876 | 9,192(8) | 764,608 | | Lyle D. Tick | 2024 | 185,753 | 200,000 | 300,032 | 300,018 | — | 8,918(9) | 994,721 | | President and Chief Concept | 2023 | — | — | — | — | — | — | — | | Officer | 2022 | — | — | — | — | — | — | — | | Gregory S. Levin | 2024 | 556,575 | — | 1,394,651 | 665,888 | — | 1,801,618(10) | 4,418,732 | | Former Chief Executive | 2023 | 800,000 | — | 1,333,392 | 665,911 | 760,000 | 19,199(10) | 3,578,502 | | Officer and President | 2022 | 750,000 | — | 1,000,047 | 499,884 | 376,063 | 24,035(10) | 2,650,029 | | Putnam K. Shin | 2024 | 430,000 | — | 226,677 | 108,206 | 188,588 | 12,726(11) | 966,197 | | Former Executive Vice | 2023 | 415,000 | — | 166,729 | 83,255 | 236,550 | 176,675(11) | 1,078,209 | | President and Chief Growth | 2022 | 25,082 | 100,000 | 400,005 | — | 7,601 | 4,863(11) | 537,551 | | and Innovation Officer | | | | | | | | |

  112. Summary Compensation Table

    | (1) Mr. Shin joined the Company in December 2022, Mr. Richmond, who was serving as a Board director, was appointed as Interim CEO in August 2024, and Mr. Tick joined the Company in September 2024. |

  113. Summary Compensation Table

    | (2) Amounts in this column reflect signing bonuses paid in accordance with each executive’s respective employment agreement. |

  114. Summary Compensation Table

    | 53 | 2025 Proxy Statement |

  115. Summary Compensation Table

    Compensation Committee Report • Summary Compensation Table

  116. Summary Compensation Table

    | (3) 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. |

  117. Summary Compensation Table

    | (4) 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 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. See Grants of Plan-Based Awards table below for award value based on maximum achievement. For additional information on the valuation assumptions with respect to 2024 grants, refer to Note 1 of our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. |

  118. Summary Compensation Table

    | (5) Mr. Richmond and Mr. Tick were not eligible for a bonus under the 2024 AIP. Amounts may include amounts earned in a given fiscal year but not paid until the subsequent fiscal year under the Company’s Annual Incentive Plan. |

  119. Summary Compensation Table

    | (6) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2024, 2023, and 2022, respectively, including non-employee director fees earned ($56,875, $0, and $0), non-employee director stock awards ($110,015, $0, and $0), group term life insurance ($198, $0, and $0) and auto allowance ($5,241, $0, and $0). |

  120. Summary Compensation Table

    | (7) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2024, 2023, and 2022, respectively, including group term life insurance ($792, $792, and $792) and auto allowance ($12,000, $12,000, and $12,000). |

  121. Summary Compensation Table

    | (8) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2024, 2023, and 2022, respectively, including group term life insurance ($792, $792, and $792) and auto allowance ($8,400, $8,400, and $8,400). |

  122. Summary Compensation Table

    | (9) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2024, 2023, and 2022, respectively, including group term life insurance ($132, $0, and $0), and auto allowance ($8,786, $0, and $0). |

  123. Summary Compensation Table

    | (10) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2024, 2023, and 2022, respectively, including group term life insurance ($528, $792, and $792), auto allowance ($11,399, $18,407, and $23,243) and severance payments ($1,789,691, $0, and $0). |

  124. Summary Compensation Table

    | (11) The amount shown is the estimated value of perquisites and other personal benefits in fiscal 2024, 2023, and 2022, respectively, including group term life insurance ($726, $726 and $66), auto allowance ($12,000, $12,000 and $1,000), and relocation-related expenses in accordance with Mr. Shin’s employment agreement ($0, $163,949 and $3,797). |

  125. Summary Compensation Table

    | BJ’s Restaurants, Inc. | 54 |

  126. Summary Compensation Table

    Compensation Committee Report • Grants of Plan-Based Awards

  127. 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 AIP during the fiscal year ended December 31, 2024, to the persons named in the Summary Compensation Table.

  128. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards |

  129. 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 (#) | | | | | | | C. Bradford Richmond(8) | | | | | | | | | | | | | | PIP | | — | — | — | | | | | | | | | | RSU | 03/15/24 | | | | | | | 3,137 | 110,015 | | | | | RSU | 08/28/24 | | | | | | | 11,268 | 360,013 | | | | | Stock Option | 08/28/24 | | | | | | | | | 19,024 | 31.95 | 359,584 | | Thomas A. Houdek | | | | | | | | | | | | | | PIP | | 75,563 | 232,500 | 465,000 | | | | | | | | | | RSU | 01/15/24 | | | | | | | 3,401 | 108,356 | | | | | PSU | 01/15/24 | | | | 1,701 | 3,401 | 5,102 | | 118,321 | | | | | Stock Option | 01/15/24 | | | | | | | | | 5,738 | 31.86 | 108,206 | | Gregory S. Lynds | | | | | | | | | | | | | | PIP | | 81,510 | 250,800 | 501,600 | | | | | | | | | | RSU | 01/15/24 | | | | | | | 2,878 | 91,693 | | | | | PSU | 01/15/24 | | | | 1,439 | 2,878 | 4,317 | | 100,126 | | | | | Stock Option | 01/15/24 | | | | | | | | | 4,856 | 31.86 | 91,573 | | Lyle D. Tick(8) | | | | | | | | | | | | | | PIP | | — | — | — | | | | | | | | | | RSU | 10/15/24 | | | | | | | 8,778 | 300,032 | | | | | Stock Option | 10/15/24 | | | | | | | | | 14,764 | 34.18 | 300,018 | | Gregory S. Levin | | | | | | | | | | | | | | PIP | | 276,250 | 850,000 | 1,700,000 | | | | | | | | | | RSU | 01/15/24 | | | | | | | 20,925 | 666,671 | | | | | PSU | 01/15/24 | | | | 10,463 | 20,925 | 31,388 | | 727,981 | | | | | Stock Option | 01/15/24 | | | | | | | | | 35,311 | 31.86 | 665,888 | | Putnam K. Shin | | | | | | | | | | | | | | PIP | | 83,850 | 258,000 | 516,000 | | | | | | | | | | RSU | 01/15/24 | | | | | | | 3,401 | 108,356 | | | | | PSU | 01/15/24 | | | | 1,701 | 3,401 | 5,102 | | 118,321 | | | | | Stock Option | 01/15/24 | | | | | | | | | 5,738 | 31.86 | 108,206 |

  130. Grants of Plan-Based Awards

    | 55 | 2025 Proxy Statement |

  131. Grants of Plan-Based Awards

    Compensation Committee Report • Grants of Plan-Based Awards

  132. Grants of Plan-Based Awards

    | (1) These columns show the number of performance-based stock (“PSUs”) awards, subject to performance achievements, granted in fiscal 2024 to the Named Executive Officers. The criteria is based on relative TSR compared to our proxy peer group with a three-year cliff vest at the end of the performance period. 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. If the maximum goal is achieved, the 2024 PSU fair values would be as follows: |

  133. Grants of Plan-Based Awards

    | | Maximum | | | Name | # of Awards | Grant Date Fair Value of Stock Awards ($) | | Thomas A. Houdek | 5,102 | 177,481 | | Gregory S. Lynds | 4,317 | 150,188 | | Gregory S. Levin | 31,388 | 1,091,971 | | Putnam K. Shin | 5,102 | 177,481 |

  134. Grants of Plan-Based Awards

    | (2) This column shows the number of RSUs granted in fiscal 2024 to the Named Executive Officers, all of which vest in three annual installments. In addition, the column includes additional PSU shares granted in excess of the original 2021 PSU grant, which additional shares were granted based on the performance against the PSU grant metrics established at the time of the original 2021 PSU grants. |

  135. 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. |

  136. 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 2024. 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. |

  137. Grants of Plan-Based Awards

    | (5) This column shows the number of stock options granted in fiscal 2024 to the Named Executive Officers. All of such options vest in three equal annual installments and expire ten years from the date of grant. |

  138. 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. |

  139. 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. |

  140. Grants of Plan-Based Awards

    | (8) Mr. Richmond and Mr. Tick were not eligible for a bonus under the 2024 AIP. |

  141. Grants of Plan-Based Awards

    | BJ’s Restaurants, Inc. | 56 |

  142. Grants of Plan-Based Awards

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

  143. 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 December 31, 2024.

  144. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards on December 31, 2024 |

  145. 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) | | C. Bradford Richmond | 08/28/24 | — | 19,024 | (5) | 31.95 | 08/28/34 | 03/15/24 | 3,137 | 110,234 | — | — | | | — | — | — | | — | — | 08/28/24 | 11,268 | 395,958 | — | — | | Thomas A. Houdek | 01/15/20 | 1,751 | — | | 38.90 | 01/15/30 | 01/15/22 | 775 | 27,234 | 2,325 | 81,701 | | | 01/15/21 | 771 | — | | 46.91 | 01/15/31 | 01/15/23 | 2,127 | 74,743 | 3,191 | 112,132 | | | 01/15/22 | 2,877 | 1,438 | (6) | 32.27 | 01/15/32 | 01/15/24 | 3,401 | 119,511 | 3,401 | 119,511 | | | 01/15/23 | 1,818 | 3,635 | (7) | 31.34 | 01/15/33 | — | — | — | — | — | | | 01/15/24 | — | 5.738 | (8) | 31.86 | 01/15/34 | — | — | — | — | — | | Gregory S. Lynds | 01/15/15 | 10,340 | — | | 47.04 | 01/15/25 | 01/15/22 | 775 | 27,234 | 2,325 | 81,701 | | | 01/15/16 | 4,065 | — | | 42.41 | 01/15/26 | 01/15/23 | 1,773 | 62,303 | 2,660 | 93,472 | | | 01/15/17 | 5,537 | — | | 35.95 | 01/15/27 | 01/15/24 | 2,878 | 101,133 | 2,878 | 101,133 | | | 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 | 4,556 | — | | 46.91 | 01/15/31 | — | — | — | — | — | | | 01/15/22 | 2,877 | 1,4386 | 6) | 32.27 | 01/15/32 | — | — | — | — | — | | | 01/15/23 | 1,515 | 3,030 | (7) | 31.34 | 01/15/33 | — | — | — | — | — | | | 01/15/24 | — | 4,856 | (8) | 31.86 | 01/15/34 | — | — | — | — | — | | Lyle D. Tick | 10/15/24 | — | 14,764 | (9) | 34.18 | 10/15/34 | 10/15/24 | 8,778 | 308,459 | — | — | | Gregory S. Levin(10) | 01/15/15 | 16,543 | — | | 47.04 | 01/15/25 | — | — | — | — | — | | | 03/02/15 | 4,168 | — | | 52.98 | 03/02/25 | — | — | — | — | — | | | 01/15/16 | 4,000 | — | | 42.41 | 01/15/26 | — | — | — | — | — | | | 01/15/17 | 8,843 | — | | 35.95 | 01/15/27 | — | — | — | — | — | | | 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 | 11,213 | — | | 46.91 | 01/15/31 | — | — | — | — | — | | | 09/01/21 | 16,832 | — | | 42.76 | 09/01/31 | — | — | — | — | — | | | 01/15/22 | 19,176 | — | | 32.27 | 01/15/32 | — | — | — | — | — | | | 01/15/23 | 12,117 | — | | 31.34 | 01/15/33 | — | — | — | — | — | | Putnam K. Shin | 01/15/23 | 1,515 | 3,030 | (7) | 31.34 | 01/15/33 | 12/15/22 | 4,534 | 159,325 | — | — | | | 01/15/24 | — | 5.738 | (8) | 31.86 | 01/15/34 | 01/15/23 | 1,773 | 62,303 | 2,660 | 93,472 | | | — | — | — | | — | — | 01/15/24 | 3,401 | 119,511 | 3,401 | 119,511 |

  146. Outstanding Equity Awards at Fiscal Year-End

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

  147. 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 December 31, 2024. |

  148. 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. |

  149. 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 December 31, 2024. |

  150. Outstanding Equity Awards at Fiscal Year-End

    | 57 | 2025 Proxy Statement |

  151. Outstanding Equity Awards at Fiscal Year-End

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

  152. Outstanding Equity Awards at Fiscal Year-End

    | (5) The unexercisable options cliff vest on August 28, 2025. |

  153. Outstanding Equity Awards at Fiscal Year-End

    | (6) The unexercisable options vest in three annual installments commencing January 15, 2023. |

  154. Outstanding Equity Awards at Fiscal Year-End

    | (7) The unexercisable options vest in three annual installments commencing January 15, 2024. |

  155. Outstanding Equity Awards at Fiscal Year-End

    | (8) The unexercisable options vest in three annual installments commencing January 15, 2025. |

  156. Outstanding Equity Awards at Fiscal Year-End

    | (9) The unexercisable options vest in three annual installments commencing October 15, 2025. |

  157. Outstanding Equity Awards at Fiscal Year-End

    | (10) The Board approved to allow Mr. Levin to retain his exercisable options through their expiration date. |

  158. 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 2024 for each of the Named Executive Officers on an aggregated basis:

  159. Option Exercises and Stock Vested During Last Fiscal Year

    | | Stock Awards | | Option Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | C. Bradford Richmond | — | — | — | — | | Thomas A. Houdek | 5,602 | 179,956 | — | — | | Gregory S. Lynds | 6,474 | 217,822 | — | — | | Lyle D. Tick | — | — | — | — | | Gregory S. Levin | 32,868 | 1,057,735 | — | — | | Putnam K. Shin | 5,420 | 197,069 | — | — |

  160. Option Exercises and Stock Vested During Last Fiscal Year

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

  161. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We offer a deferred compensation plan for our highly compensated employees who are not eligible to participate in our 401(k) 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 2024, the investment funds available to participants provided rates of return ranging from 1.6% to 31.6%. 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.

  162. Non-Qualified Deferred Compensation

    | BJ’s Restaurants, Inc. | 58 |

  163. Non-Qualified Deferred Compensation

    Compensation Committee Report • Non-Qualified Deferred Compensation The following table shows contributions and earnings during fiscal 2024, and the account balances as of December 31, 2024 (the last business day of 2024), for our Named Executive Officers under the deferred compensation plan.

  164. Non-Qualified Deferred Compensation

    | Non-Qualified Deferred Compensation Table |

  165. Non-Qualified Deferred Compensation

    | Name | Executive Contributions ($)(1) | Company Contributions ($) | Aggregate Earnings/ (Loss) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Year-End ($) | | C. Bradford Richmond | — | — | — | — | — | | Thomas A. Houdek | — | — | 13,827 | — | 82,230 | | Gregory S. Lynds | — | — | — | — | — | | Lyle D. Tick | — | — | — | — | — | | Gregory S. Levin | 425,231 | — | 99,454 | (71,341) | 1,464,585 | | Putnam K. Shin | — | — | — | — | — |

  166. Non-Qualified Deferred Compensation

    | (1) These amounts represent the executive’s contributions during fiscal 2024 and are included in the “Salary” column in the Summary Compensation Table for fiscal 2024. |

  167. 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 employment agreements 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:

  168. Potential Payments Upon Termination or Change in Control

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

  169. 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) |

  170. 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 Interim CEO’s employment is at will and may be terminated by Mr. Richmond or the Company at any time, with or without notice, and with or without cause. If the Company terminates Mr. Richmond’s employment for any reason, he will be eligible to receive any accrued but unpaid compensation and his equity grant will vest based on the number of months served, but he shall not be entitled to any severance or other payments. The information set forth in the tables below describes the potential payments upon various qualifying terminations of employment, assumes the termination took place on the last day of fiscal 2024, 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.

  171. Potential Payments Upon Termination or Change in Control

    | 59 | 2025 Proxy Statement |

  172. Potential Payments Upon Termination or Change in Control

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

  173. Potential Payments Upon Termination or Change in Control

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

  174. Potential Payments Upon Termination or Change in Control

    | Name | Cash Payment ($)(1) | Acceleration of Vesting of Awards ($)(2) | Health Benefits ($)(3) | | C. Bradford Richmond | — | 190,268 | — | | Thomas A. Houdek | 426,250 | — | 14,165 | | Gregory S. Lynds | 418,000 | — | 16,821 | | Lyle D. Tick | 1,020,000 | — | 15,594 | | Gregory S. Levin(4) | N/A | N/A | N/A | | Putnam K. Shin | 430,000 | — | 15,382 |

  175. Potential Payments Upon Termination or Change in Control

    | (1) Assumes termination payments as of December 31, 2024, for each executive for termination without cause, except for our Interim CEO who is not entitled to severance payments, as described earlier, and our President and Chief Concept Officer which assumes termination without cause or for good reason or a termination due to his disability. |

  176. Potential Payments Upon Termination or Change in Control

    | (2) Our NEOs (other than our Interim Chief Executive Officer and our President and Chief Concept Officer) are not entitled to equity vesting upon a termination without cause (other than in connection with a change in control). Our Interim Chief Executive Officer’s equity grant will vest based on the number of months served (rounded up for partial months) and divided by 12, pursuant to his employment agreement. Our President and Chief Concept Officer, 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 Interim Chief Executive Officer and President and Chief Concept Officer are calculated based on a termination date of December 31, 2024, and the fair market value of our Common Stock as of the close on the last trading day of our fiscal year. |

  177. 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 Interim CEO, who is not entitled to severance payments, and our President and Chief Concept Officer, whose payments are based on the period of time as set forth in his employment agreement. |

  178. Potential Payments Upon Termination or Change in Control

    | (4) Mr. Levin separated from the Company in August 2024. |

  179. Potential Payments Upon Termination or Change in Control

    | Qualifying Termination following a Change in Control |

  180. Potential Payments Upon Termination or Change in Control

    | Name | Cash Payment ($)(1) | Acceleration of Vesting of Awards ($)(2) | Health Benefits ($)(3) | | C. Bradford Richmond | — | — | — | | Thomas A. Houdek | 426,250 | 571,592 | 14,165 | | Gregory S. Lynds | 418,000 | 498,544 | 16,821 | | Lyle D. Tick | 1,320,000 | 322,632 | 15,594 | | Gregory S. Levin | N/A | N/A | N/A | | Putnam K. Shin | 430,000 | 584,457 | 15,382 |

  181. Potential Payments Upon Termination or Change in Control

    | (1) Assumes termination payments of 1.5 times base salary as of December 31, 2024, for our President and Chief Concept Officer 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 and our |

  182. Potential Payments Upon Termination or Change in Control

    | BJ’s Restaurants, Inc. | 60 |

  183. Potential Payments Upon Termination or Change in Control

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

  184. Potential Payments Upon Termination or Change in Control

    | Interim CEO is not entitled to severance payments, as described earlier. 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. |

  185. Potential Payments Upon Termination or Change in Control

    | (2) Amounts relate to equity vesting following a change in control (for our President and Chief Concept Officer, 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, except for our Interim CEO, 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 termination date of December 31, 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. |

  186. 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 President and Chief Concept Officer, 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 and our Interim CEO is not entitled to severance payments, as described earlier. 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. |

  187. 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 2024, 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 2024 gross wages for full-time and part-time individuals who were employed by us on December 31, 2024, other than Mr. Richmond. 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 2024 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 2024 was identified as a bartender. Our median team member worked an average of 28 hours per week in 2024. 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 2024.

  188. Pay Ratio Disclosure

    | 61 | 2025 Proxy Statement |

  189. Pay Ratio Disclosure

    Compensation Committee Report • Pay Ratio Disclosure For the year ended December 31, 2024, the total compensation for our Interim CEO, Mr. Richmond, was $1,056,310, as reported in the total column of the Summary Compensation Table. Since Mr. Richmond was appointed interim CEO effective August 28, 2024, we annualized his salary, equity incentive awards and benefits to arrive at the value used for the ratio of annual total compensation below. In light of the interim nature of Mr. Richmond’s appointment, he is not entitled to participate in the Company’s AIP. Additionally, Mr. Richmond’s compensation as a Director was not included in the ratio calculation of annual total compensation. Based on the foregoing, our estimated ratio of Mr. Richmond’s annual total compensation to our median team member’s annual total compensation for fiscal 2024 is as follows:

  190. Pay Ratio Disclosure

    | Median team member annual total compensation | $44,451 | | Mr. Richmond annual total compensation (annualized)(1) | $1,092,000 | | Ratio | 25:1 |

  191. Pay Ratio Disclosure

    | (1) This amount does not match what is reported in the Summary Compensation Table as explained above. |

  192. Pay Ratio Disclosure

    Given Mr. Richmond’s interim status and inability to participate in the Company’s AIP, we anticipate that our CEO pay ratio to that of our median employee will increase in the next disclosure cycle. 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.

  193. Pay Ratio Disclosure

    | BJ’s Restaurants, Inc. | 62 |

  194. Pay Ratio Disclosure

    Pay Versus Performance

  195. 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:

  196. Pay versus Performance

    | Pay versus Performance Table |

  197. Pay versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On (4) : | | In Thousands | | | Fiscal Year (1) | Summary Compensation Table Total for Mr. Richmond PEO 1 (2) | Summary Compensation Table Total for Mr. Levin PEO 2 (2) | Summary Compensation Table Total for Mr. Trojan PEO 3 (2) | Compensation Actually Paid to Mr. Richmond PEO 1 (3) | Compensation Actually Paid to Mr. Levin PEO 2 (3) | Compensation Actually Paid to Mr. Trojan PEO 3 (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 ) | | 2024 | $1,056,310 | $4,418,732 | N/A | $1,139,255 | ($1,060,136) | N/A | $959,604 | $830,157 | $92.56 | $139.43 | $16,687 | $117,099 | | 2023 | N/A | $3,578,502 | N/A | N/A | $4,253,370 | N/A | $953,363 | $1,032,177 | $94.86 | $117.55 | $19,660 | $103,778 | | 2022 | N/A | $2,650,029 | N/A | N/A | $1,945,628 | N/A | $719,955 | $396,206 | $69.49 | $96.84 | $4,076 | $77,885 | | 2021 | N/A | $2,519,663 | $3,711,615 | N/A | $2,579,184 | $4,267,251 | $856,556 | $861,636 | $91.02 | $121.51 | $(3,606) | $70,523 | | 2020 | N/A | N/A | $2,420,804 | N/A | N/A | $3,039,372 | $696,597 | $688,107 | $101.40 | $126.87 | $(57,885) | $10,347 |

  198. Pay versus Performance

    | (1) Mr. Richmond succeeded Mr. Levin as PEO on August 28, 2024, and Mr. Levin succeeded Mr. Trojan as PEO on September 1, 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: |

  199. Pay versus Performance

    | • | Fiscal Year 2024: Mr. Houdek, Mr. Lynds, Mr. Shin and Mr. Tick |

  200. Pay versus Performance

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

  201. Pay versus Performance

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

  202. Pay versus Performance

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

  203. Pay versus Performance

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

  204. 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. Richmond, Levin and Trojan, and the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our Non-PEO NEOs reported for the applicable fiscal year. |

  205. 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. Richmond, Levin and Trojan, and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from Summary Compensation Table amounts. |

  206. 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 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |

  207. Pay versus Performance

    | 63 | 2025 Proxy Statement |

  208. Pay versus Performance

    Pay Versus Performance

  209. 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. |

  210. 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. |

  211. Pay versus Performance

    | Reconciliation of Summary Compensation to Compensation Actually Paid (PEOs) |

  212. Pay versus Performance

    | | Fiscal 2024 | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Fiscal 2020 | | | Mr. Richmond PEO 1 | Mr. Levin PEO 2 | Mr. Levin PEO 1 | Mr. Levin PEO 1 | Mr. Levin PEO 1 | Mr. Trojan PEO 2 | Mr. Trojan PEO 2 | | Summary Compensation Table | $1,056,310 | $4,418,732 | $3,578,502 | $2,650,029 | $2,519,663 | $3,711,615 | $2,420,804 | | Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year | (360,013) | (1,394,651) | (1,333,392) | (1,000,047) | (908,372) | (1,333,370) | (1,069,905) | | Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year | (359,584) | (665,888) | (665,911) | (499,884) | (641,625) | (666,559) | (500,260) | | (Minus) Plus Year End Fair Value of Equity Awards Granted During the Fiscal Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year | 802,542 | — | 2,360,290 | 1,331,266 | 1,408,643 | 1,997,836 | 1,891,623 | | (Minus) Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years | — | — | 516,915 | (461,714) | 11,391 | 29,036 | 119,751 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | — | — | 69,864 | | (Minus) Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Fiscal Year | — | (707,095) | (203,034) | (76,232) | 183,544 | 511,023 | 84,993 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | — | (2,711,234) | — | — | — | — | — | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year | — | — | — | 2,210 | 5,940 | 17,670 | 22,502 | | Compensation Actually Paid | $1,139,255 | $(1,060,136) | $4,253,370 | $1,945,628 | $2,579,184 | $4,267,251 | $3,039,372 |

  213. Pay versus Performance

    | BJ’s Restaurants, Inc. | 64 |

  214. Pay versus Performance

    Pay Versus Performance

  215. Pay versus Performance

    | Reconciliation of Average Summary Compensation to Average Compensation Actually Paid (Non-PEO NEOs) |

  216. Pay versus Performance

    | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | Fiscal 2020 | | Summary Compensation Table | $959,604 | $953,363 | $719,955 | $856,556 | $696,597 | | Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year | (236,301) | (175,050) | (145,877) | (219,040) | (230,778) | | Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year | (152,001) | (87,413) | (72,903) | (85,835) | (100,054) | | (Minus) Plus Year End Fair Value of Equity Awards Granted During the Fiscal Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year | 311,324 | 301,001 | 177,747 | 254,557 | 270,478 | | (Minus) Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years | 12,280 | 82,436 | (170,290) | 1,686 | 15,973 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | 2,404 | 24,223 | | (Minus) Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Fiscal Year | (64,749) | (42,160) | (47,447) | 49,705 | 8,989 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | (66,235) | — | — | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year | — | — | 1,256 | 1,603 | 2,679 | | Compensation Actually Paid | $830,157 | $1,032,177 | $396,206 | $861,636 | $688,107 |

  217. 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.