DEF 14A of BJs Restaurants Inc, Apr 22, 2026

DEF 14A of BJs Restaurants Inc

Filed Apr 22, 2026 · FY20250001193125-26-169008

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. (PROPOSAL NO. 1 ON PROXY CARD)

    (PROPOSAL NO. 1 ON PROXY CARD) The number of directors on our Board of Directors shall not be fewer than seven nor more than thirteen in accordance with our Bylaws. The exact number is fixed from time to time by our Board of Directors and is currently set at eight. All directors are subject to election at each Annual Meeting of Shareholders. At this Annual Meeting, eight directors will be elected to serve until the next Annual Meeting of Shareholders and until their respective successors are elected and qualified. The nominees for election as directors at this Annual Meeting are set forth in the table below. All nominees are recommended by our Board of Directors for election at the Annual Meeting, and all nominees currently serve on our Board of Directors. In the event that any of the nominees for director should become unable to serve if elected, it is intended that shares represented by proxies which are executed and returned will be voted for such substitute nominee(s) as may be recommended by our existing Board of Directors. The Board of Directors may elect to fill interim vacancies of directors. Each of our officers is elected by, and serves at the discretion of, the Board of Directors, subject to the terms of any employment agreement. The eight nominees receiving the highest number of votes cast “For” their election at the Annual Meeting will be elected as our directors. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Under our majority voting policy, any director nominee who receives a greater number of “Withhold” votes than “For” votes with respect to their election shall tender their resignation within 15 days of the final vote. See the description of our majority voting policy in “Corporate Governance - Majority Voting Policy” below. Subject to certain exceptions specified below, shareholders of record on the Record Date are entitled to cumulate their votes in the election of our directors (i.e., they are entitled to the number of votes determined by multiplying the number of shares held by them times the number of directors to be elected) and may cast all of their votes so determined for one nominee or spread their votes among two or more nominees as they see fit. No shareholder shall be entitled to cumulate votes for a given candidate for director unless such candidate’s name has been properly placed in nomination prior to the vote and the shareholder has given notice at the Annual Meeting, prior to the voting, of the shareholder’s intention to cumulate his or her votes. If any shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. Discretionary authority to cumulate votes is hereby solicited by the Board of Directors if any shareholder gives notice of such shareholder’s intention to exercise the right to cumulative voting. In that event, the Board of Directors will instruct the proxy holders to vote all shares represented by proxies in a manner that will result in the approval of the maximum number of directors from the nominees selected by the Board of Directors that may be elected with the votes held by the proxy holders.

  3. Director Nomination Process

    Director Nomination Process The Board of Directors (the “Board”) and the Governance and Nominating Committee periodically review and assess the size and composition of the Board in light of the collective skills and experience of current Board members and the perceived needs of the Board at a particular point in time. Our Corporate Governance Guidelines set forth the general qualifications for Board membership and procedures for identification of prospective Board candidates. The Governance and Nominating Committee, with the input of other members of the Board, develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee considers candidates for Board membership suggested by its members and other Board members, as well as candidates suggested by members of our management and by our shareholders. The Board may periodically retain search firms to assist in identifying and evaluating potential candidates for our Board. A shareholder who wishes to recommend a prospective candidate for nomination by the Board should notify any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate.

  4. Director Nomination Process

    | BJ's Restaurants, Inc. | 4 |

  5. Director Nomination Process

    The Governance and Nominating Committee considers whether to nominate any person nominated by a shareholder pursuant to the provisions of our Bylaws relating to shareholder nominations. Our Bylaws provide that only persons who are nominated in accordance with specified Bylaw procedures shall be eligible for election as directors. Nominations of persons for election to the Board may be made at a meeting of shareholders by, or at the direction of, the Board or by any shareholder entitled to vote for the election of directors who complies with certain notice procedures set forth in the Bylaws. To be timely in the case of an annual meeting, a shareholder’s notice must be delivered to or mailed and received at our principal executive offices not later than the close of business on the 60th day and no earlier than the close of business on the 90th day prior to the first anniversary of the date on which we first mailed proxy materials for the preceding year’s annual meeting. However, in the event that the date of the annual meeting is more than 30 days before or after the one year anniversary of the date on which the preceding annual meeting was called, notice by the shareholder must be received no earlier than the close of business on the 10th day following the day on which public disclosure of the date of the annual meeting was first made. The shareholder’s notice must set forth certain information concerning the proposed nominee(s) and the shareholder giving notice, as set forth in the Bylaws. Once the Governance and Nominating Committee has identified a prospective nominee, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies, provide specific expertise or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Committee determines, in consultation with the Chair of the Board and other Board members, as appropriate, that additional consideration is warranted, it may request a third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings to the Committee. The Committee then evaluates the prospective nominee against the following standards and qualifications: • the ability of the prospective nominee to represent the interests of all our shareholders; • the prospective nominee’s standards of integrity, commitment and independence of thought and judgment; • the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards; • the prospective nominee’s ability to qualify as a director when we apply for and hold certain business and liquor licenses where such qualification is required; • the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; • Nasdaq listing requirements and applicable state and federal laws or regulations relating to Board composition; and • the extent to which the prospective nominee helps the Board reflect the diversity of our shareholders, team members, guests, other stakeholders, and communities. The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of independent and non-independent directors, specific business and financial expertise, experience as a director of a public company, the need for Audit Committee expertise, the evaluations of other prospective nominees, and diversity. The Board considers a number of factors relating to Board diversity, including but not limited to the sex, gender identity, race, ethnicity, geography and age of prospective nominees. The Board is committed to maintaining its diversity through the recruitment of qualified members with diverse backgrounds to fill Board vacancies as they occur.

  6. Director Nomination Process

    | 5 | 2026 Proxy Statement |

  7. Director Nomination Process

    In connection with this evaluation, the Committee determines whether to interview the prospective nominee(s), and if warranted, one or more members of the Committee, and others as appropriate, interview the prospective nominee(s). After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the person(s) who should be nominated by the Board, and the Board determines the nominee(s) after considering the recommendation and report of the Committee. The Board has adopted age limits for members of our Board which require that any person who has reached the age of 75 shall not be nominated for initial election to the Board. However, the Governance and Nominating Committee may recommend, and the Board may approve the nomination for re-election of a director at or after the age of 75 if, in light of all the circumstances, the Board believes it is in our best interests and the best interests of our shareholders. We have entered into an employment agreement with Lyle Tick, our Chief Executive Officer and President, that requires us to take all reasonable action within our control to cause him to be appointed and nominated for election to our Board for so long as he continues to serve as our Chief Executive Officer.

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Director Nominee Highlights | | | | Independent Directors | Tenure | Age | | | | |

  10. Director Nominees

    | Gender | Ethnic Diversity | | | |

  11. Director Nominees

    | BJ's Restaurants, Inc. | 6 |

  12. Director Nominees

    | Board Nominee Diversity Matrix (As of April 22, 2026) | | | | | | 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+ | — | | | |

  13. Director Nominees

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

  14. Director Nominees

    | Nominee | Principal Occupation | Age | | Bina Chaurasia | Retired Chief Administrative and Operating Officer, Tanium | 63 | | James A. Dal Pozzo | Former Chairman of the Board and Chief Executive Officer, The Jacmar Companies | 67 | | Noah A. Elbogen | Partner and Chief Financial Officer, Act III Holdings, LLC | 43 | | Lea Anne S. Ottinger | Strategic Business Consultant; Managing Partner, LMR Advisors | 67 | | C. Bradford Richmond | Retired Chief Financial Officer, Darden Restaurants, Inc. | 67 | | Julius W. Robinson, Jr. | Chief Operating Officer, Western United States and Gaylord Hotels Nationwide at Marriott International, Inc. | 53 | | Janet M. Sherlock | Founder and Chief Executive Officer, org.works | 60 | | Lyle D. Tick | Chief Executive Officer and President, BJ’s Restaurants, Inc. | 50 |

  15. 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:

  16. Director Nominees

    | 7 | 2026 Proxy Statement |

  17. Director Nominees

    | BINA CHAURASIA | | | Age: 63 Director since 2020 Committees: • Compensation (Chair) • Governance and Nominating | Director Qualifications: Ms. Chaurasia has extensive management and human resources experience from her over 25 years in senior leadership positions in some of the world's most recognized companies. We believe her experience provides substantial strategic, operational, and human capital insight to the Board, Compensation, and Governance and Nominating Committees. 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, an 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 leadership roles at PepsiCo-Yum! and at Sun Microsystems. | | JAMES (“JIM”) A. DAL POZZO | | | Age: 67 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. |

  18. Director Nominees

    | BJ's Restaurants, Inc. | 8 |

  19. Director Nominees

    | NOAH A. ELBOGEN | | | Age: 43 Director since 2014 Committees: • Audit • Finance | 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. | | LEA ANNE S. OTTINGER (Chair of the Board) | | | Age: 67 Director since 2010 Committees: • Compensation • Finance • 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 focused on shareholder value creation. 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. |

  20. Director Nominees

    | 9 | 2026 Proxy Statement |

  21. Director Nominees

    | C. BRADFORD RICHMOND | | | Age: 67 Director since 2024 Committees: • Audit • Compensation • Finance (Chair) | 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 guide the development and execution of our longer-term strategic positioning and expansion plans, as well as our shorter-term tactical plans. Mr. Richmond’s significant financial experience, coupled with being a Certified Public Accountant, also qualifies him as an Audit Committee financial expert under applicable rules of the SEC. Biography: Mr. Richmond has been a member of our Board of Directors since February 2024. Mr. Richmond served as our Interim Chief Executive Officer from August 28, 2024 to June 5, 2025, and as Special Advisor to the CEO from June 6, 2025 to August 22, 2025. 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. | | JULIUS W. ROBINSON, JR. | | | Age: 53 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. |

  22. Director Nominees

    | BJ's Restaurants, Inc. | 10 |

  23. Director Nominees

    | JANET M. SHERLOCK | | | Age: 60 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. | | LYLE D. TICK | | | Age: 50 Director since 2025 Committees: • N/A | Director Qualifications: With experience as our President and Chief Concept Officer since September 2024 and our Chief Executive Officer and President since June 2025, coupled with extensive experience as an executive with large, national retail, consumer products and restaurant companies, the Board believes Mr. Tick has the necessary background and experience to lead the development and execution of our longer-term strategic positioning and expansion plans, as well as our shorter-term tactical plans. Biography: Mr. Tick has served as our Chief Executive Officer and President since June 2025. He previously served as our President and Chief Concept Officer from September 2024 to June 2025. Prior to joining the Company, he served as President and Chief Executive Officer of On the Border Mexican Grill & Cantina from December 2023 to August 2024, and as Brand President of Buffalo Wild Wings (Inspire Brands family of restaurants) from 2018 to 2023. From 2016 to 2018, Mr. Tick served as Managing Director of Boots Retail USA for Walgreens Boots Alliance, and in global and North American marketing leadership roles at Bacardi from 2011 to 2015. Prior to that, Mr. Tick served in various executive leadership roles at marketing and advertising agencies, including at J. Walter Thompson, Gotham, and McGarryBowen. |

  24. Director Compensation

    Director Compensation All directors who are elected to the Board and who are not team members of us or any of our subsidiaries receive compensation for their services. Directors who are also our team members 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, 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 independent compensation consultant to make sure that the compensation levels are appropriate and consistent with the director compensation programs at comparable companies. The Committee last increased Director compensation on June 18, 2024. Directors receive the following annual compensation: • annual cash retainer of $75,000, payable in quarterly installments, for each non-employee Director; • 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; • 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; • 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; • an additional annual cash retainer of $55,000 to any non-employee Chair of the Board, payable in quarterly installments; • 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 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

  25. Director Compensation

    | 17 | 2026 Proxy Statement |

  26. Director Compensation

    Corporate Governance • Director Compensation 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 following the date of the recipient’s election to the Board. The Compensation Committee expects to grant additional compensation to directors for their service on the newly created Finance Committee, the amount of which has not yet been established. The grant date for annual non-employee director awards is 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 2025:

  27. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Bina Chaurasia | 105,000 | 195,077 | — | 300,077 | | James A. Dal Pozzo | 110,000 | 195,077 | — | 305,077 | | Noah A. Elbogen | 87,500 | 195,077 | — | 282,577 | | Lea Anne S. Ottinger(4) | 150,000 | 255,073 | — | 405,073 | | C. Bradford Richmond(5) | 43,125 | 125,043 | — | 168,168 | | Julius W. Robinson, Jr. | 97,500 | 195,077 | — | 292,577 | | Janet M. Sherlock | 107,500 | 195,077 | — | 302,577 | | Gregory A. Trojan(6) | 56,250 | 195,077 | — | 251,327 |

  28. Director Compensation

    (1) Mr. Tick is absent from this table because directors who are also our team members receive no additional compensation for serving on the Board. The compensation of Mr. Tick, as our Chief Executive Officer and President, is reflected in the Summary Compensation Table of this Proxy Statement. The amounts in this column do not reflect amounts paid to or realized by the named individual for fiscal 2025. Instead, these amounts reflect the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”) Topic No. 718, Compensation-Stock Compensation. There is no guarantee that, if and when these awards are ultimately realized, they will have this or any other value. Pursuant to the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions with respect to 2025 grants, refer to Note 1 of our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 30, 2025 as filed with the SEC.

  29. Director Compensation

    | BJ's Restaurants, Inc. | 18 |

  30. Director Compensation

    Corporate Governance • Director Compensation Effective 2025, the grant date for non-employee director awards was changed to the fifth business day following the date of our Annual Meeting. As a result, in 2025, each non-employee director serving on January 15, 2025, with the exception of Mr. Richmond who was still serving as our Interim Chief Executive Officer, received a prorated RSU award of 2,043 shares (based on the $125,000 annual RSU grant value). This grant related to service from January 2025 to June 2025. Each non-employee director serving on June 19, 2025, including Mr. Richmond who was no longer serving as our Interim Chief Executive Officer, received their full annual RSU award of 2,747 shares (based on the $125,000 annual RSU grant value) related to service from July 2025 to June 2026. (4) In addition to the annual grants received by all non-employee directors, Ms. Ottinger received her non-employee Chair of the Board grant in June 2025. (5) Mr. Richmond served as our Interim Chief Executive Officer from August 2024 to June 2025. During the term of his employment, he was not eligible to receive any separate compensation for his services as a member of the Board. The Board grant and cash retainer fees were resumed subsequent to his service as Interim Chief Executive Officer. Amounts received by Mr. Richmond for his services as an interim employee of the Company are included in the Summary Compensation Table of this proxy. (6) Mr. Trojan completed his service as a member of the Board in September 2025. The aggregate number of shares subject to outstanding stock-based awards as of December 30, 2025 for each director is provided in the table below:

  31. Director Compensation

    | | Outstanding | | | Name(1) | Stock Awards Unvested | Option Awards Exercisable | | Bina Chaurasia | 4,790 | — | | James A. Dal Pozzo | 4,790 | 11,592 | | Noah A. Elbogen | 4,790 | 8,701 | | Lea Anne S. Ottinger | 6,108 | 11,592 | | C. Bradford Richmond(2) | 2,747 | — | | Julius W. Robinson, Jr. | 4,790 | — | | Janet M. Sherlock | 4,790 | — |

  32. Director Compensation

    (1) Mr. Tick is absent from this table because directors who are also our team members receive no additional compensation for serving on the Board. The compensation of Mr. Tick, as our Chief Executive Officer and President, is reflected in the Summary Compensation Table of this Proxy Statement. Mr. Richmond joined our Board in February 2024 and served as our Interim Chief Executive Officer from August 2024 until June 2025. He was granted these shares as a member of the Board. 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.

  33. Director Compensation

    | 19 | 2026 Proxy Statement |

  34. Director Compensation

    Corporate Governance • Stock Ownership Guidelines

  35. Overview of Compensation for Fiscal 2025

    Overview of Compensation for Fiscal 2025 The Compensation Committee and the full Board met numerous times to ensure that our compensation programs were structured specifically to incentivize continued strategic focus on driving sales and traffic and enhancing profitability. In consultation with our independent compensation consultant, the following determinations were made with respect to 2025 compensation: • We granted merit-based raises to our Named Executive Officers who were employed on January 1, 2025, averaging 2.0%, effective the first day of fiscal 2025. These raises did not include Mr. Richmond, who did not receive a base salary increase, or Mr. Tick, who, in accordance with the terms of his employment agreement, received an increase upon his promotion to Chief Executive Officer in June 2025. In making the determinations, the Compensation Committee, with the input of our independent compensation consultant, evaluated our peer group as well as retail and restaurant industry data, and considered the importance of retention. We believe that the increases in base salaries were appropriate in light of comparable base salaries in the industry and were consistent with our desire to provide compensation in line with our competitors and retain key leadership talent, while still emphasizing other elements of compensation that are directly related to our performance and changes in shareholder value. • The performance criteria for our 2025 Annual Incentive Plan (“AIP”), which is our annual incentive bonus plan, remained unchanged from 2024, and were tied to average weekly restaurant sales (30% weighting) and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) (70% weighting). • In 2025, the targeted short-term bonus opportunity percentage (as a percentage of base salary) for all Executive Vice Presidents was increased to 65% from 60%. In addition, a multiplier ranging from 85% to 115% of the bonus opportunity was added to align our pay with performance and to recognize and incentivize executives based on their scope of responsibility and individual impact on the business. • Based upon performance against plan metrics, the Committee approved a 2025 AIP payout at 100% of target, subject to individual multipliers, to our Named Executive Officers. See “Annual Cash Incentive” under “Pay Mix” for details. • We granted long-term equity awards in the form of performance stock units (“PSUs”) (60% weighting), restricted stock units (“RSUs”) (20% weighting), and stock options (20% weighting) in 2025. Similar to 2024, the PSU grants will be earned and vest based on relative total shareholder return (“TSR”), compared to our proxy peer group, with a three-year cliff vest based on achievement of the metric at the end of the performance period, and RSUs and options vest annually over a three-year period. The PSUs granted in 2023 vested at 92% of target based on performance results at the end of 2025. This result 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 “2023 PSU Grant Outcome” for more details.

  36. Compensation Philosophy and Program

    Compensation Philosophy and Program The Compensation Committee believes that executive compensation should be closely aligned with our strategy and performance on both a short- and long-term basis to drive a pay-for-performance culture and ensure that the interests of executive officers continue to be properly aligned with long-term shareholder interests. In addition, the executive compensation program should be designed to assist us in attracting and retaining qualified management team members who are critical to our long-term success in today’s highly competitive market. To that end, the Compensation Committee’s philosophy is that executive compensation should be comprised of three principal components: • annual base salary; • performance-based annual cash incentive, which is dependent on our annual financial performance and the executives’ individual performance and impact; and • long-term incentive compensation in the form of PSUs, RSUs, stock options, or other equity-based awards that are designed to align executive officers’ interests with those of shareholders by rewarding performance and creating long-term value. The Compensation Committee considers a variety of factors when setting compensation for executive officers each year. Among these factors are: • overall company performance; • individual performance and contribution of the executive to the overall company performance, primarily based on the input of the Chief Executive Officer; • equity based compensation awarded in prior years; • appropriate blend of short-term and long-term compensation and of cash and equity compensation; • competitive factors in the market, including total compensation paid to our executive officers compared to compensation paid to executives in similar positions at similarly-sized companies and relative to peers; • broad trends in executive compensation within the restaurant industry; • recommendations of the independent compensation consultant retained by the Compensation Committee; and the recommendations of our Chief Executive Officer (for Named Executive Officers and executives other than himself).

  37. 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 other than housing allowances and reimbursement of relocation expenses, if necessary, in connection with new executive hirings | | Equity Compensation: Provide equity compensation in alignment with long-term performance, including use of PSUs based on time and objective performance goals, and other equity awards to support retention and 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: Ensure total direct compensation generally falls 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, through the use of multi-year equity vesting | No Hedging and Pledging Permitted: We do not permit directors, executive officers and certain team members who have access to material, nonpublic information to engage in hedging or pledging our 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 team member 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: Maintain robust stock ownership guidelines | No Discounted Option Grants: We do not grant options below fair market value | | Independent Compensation Consultant: Consult with the 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 |

  38. 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 provides a report to the Board. 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 plan and determines achievement of pre-established metrics under our AIP and our equity incentive plan for PSUs. The Compensation Committee’s Charter establishes the 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 the findings independent of management. The Chair of the Compensation Committee reports the Compensation Committee’s actions and recommendations to the Board following each quarterly Compensation Committee meeting. The Compensation Committee and the Board review information about all components of the compensation provided to our executive officers, including base salary, annual bonus, equity, perquisites and any 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.

  39. 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 2025 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.

  40. Determining Executive Compensation

    (1) This peer has since ceased to be a publicly traded company. 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 2025. 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 performance and retention as well as meaningful comparisons of our financial 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.

  41. Elements of 2025 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 potential annual adjustment. | Compensate executives for their normal daily responsibilities | | Annual Cash Incentive (“AIP”) | Cash; variable | At-risk cash compensation 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 | 20% | 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; support executive retention. | | Restricted Stock Units (RSUs) | 20% | Value is based on the most recent closing stock price of our Common Stock as of the grant date; vests in three equal annual installments. | Align long-term compensation with shareholder interests and support executive retention. | | Performance Stock Units (PSUs) | 60% | Value is based on relative TSR; cliff vests after three years subject to performance results, up to a potential maximum of 150% target. | Reward for relative outperformance in shareholder value creation and align long-term compensation with shareholder interests; support executive retention. |

  42. Fiscal 2025 Base Salary Increases

    Mr. Richmond served as the Company’s Interim Chief Executive Officer from August 28, 2024 to June 5, 2025, and as Special Advisor to the CEO from June 5, 2025 to August 22, 2025, and did not receive a base salary increase in accordance with his employment agreement. (3) Mr. Wilson joined the Company in December 2025. (4) Ms. Jaffe joined the Company in May 2025. (5) Mr. Lynds and Ms. Miller received merit-based increases. (6) Mr. Houdek separated from the Company in June 2025. Annual Cash Incentive. Each executive officer participated in our fiscal 2025 AIP with the exception of Mr. Richmond who was not eligible for the AIP as an interim officer. 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 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 2025, the NEO target bonus opportunity increased to 65% from 60% of base salary in 2024. Under the fiscal 2025 AIP, the executives’ incentive opportunity was based on Company financial targets which consisted of Weekly Sales Average and Adjusted EBITDA and provided for a sliding scale with threshold, target and maximum payout opportunities. In 2025, a multiplier ranging from 85% to 115% of the bonus opportunity was added to further align our pay with performance and incentivize executives based on their scope of responsibility and individual impact to the business. Adjusted EBITDA is a non-GAAP financial measure representing the sum of net income adjusted for certain expenses and gains/losses detailed within the reconciliation below. We use Adjusted EBITDA as a supplemental measure of our operating performance and believe this measure is useful to investors in that it highlights cash flow and trends in our business operations that may not otherwise be apparent to investors when relying solely on GAAP financial measures. Because other companies may calculate this measure differently than we do, our Adjusted EBITDA calculation may not be comparable to similarly titled measures reported by other companies. A reconciliation of net income to Adjusted EBITDA in dollars and as a percentage of revenues for fiscal 2025 is set forth below:

  43. Target vs. Actual Achievement Payout

    Target vs. Actual Achievement Payout

  44. Target vs. Actual Achievement Payout

    | Metric(1) | Threshold | Target | Maximum | Payout Range | | Weekly Sales Average | $119,100 | $122,800 to $124,000 | $127,700 | 0% to 200% | | Adjusted EBITDA | $118.2 Million | $137.6 Million to $140.4 Million | $152.9 Million | 0% to 200% |

  45. Target vs. Actual Achievement Payout

    | Metric(1) | Results | Weight | Payout % | Weighted Payout | | Weekly Sales Average | $123,000 | 30% | 100% | 30% | | Adjusted EBITDA | $138.4 Million(2) | 70% | 100% | 70% | | Total Fiscal 2025 Achievement Payout | | 100% | | 100% |

  46. Target vs. Actual Achievement Payout

    (1) All financial metric targets were set above fiscal 2024 actual results. (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 2025 reported Adjusted EBITDA of $134.1 million was adjusted to exclude the impact of deferred compensation expenses due primarily to stock market performance which has a matching offset in other income, previously capitalized overhead expenses and other miscellaneous items. The table below shows the 2025 target bonus for each Named Executive Officer under the AIP as compared to the actual 2025 bonus payout.

  47. Fiscal 2025 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    Fiscal 2025 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

  48. Fiscal 2025 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    | Name | Target Bonus | Target Bonus (as a % of Base Pay)(1) | Actual Bonus(2) | Actual Bonus (as a % of Base Pay) | Actual Bonus (as a % of Target Bonus) | | Lyle D. Tick(3) | $637,143 | 89% | $637,143 | 89% | 100% | | C. Bradford Richmond | N/A | N/A | N/A | N/A | N/A | | J. Todd Wilson(4) | $15,402 | 65% | $15,402 | 65% | 100% | | Jennifer A. Jaffe(4) | $171,458 | 65% | $189,121 | 72% | 110% | | Gregory S. Lynds | $276,900 | 65% | $263,055 | 62% | 95% | | Kendra D. Miller | $263,250 | 65% | $263,250 | 65% | 100% | | Thomas A. Houdek | $260,700 | 55% | $— | —% | —% |

  49. Fiscal 2025 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    Mr. Richmond was not eligible for a bonus under the 2025 AIP, Mr. Wilson and Ms. Jaffe’s bonus were prorated based on their respective hire dates of December 15, 2025 and May 12, 2025, and Mr. Houdek’s employment ended prior to completion of the fiscal year and the payout of bonuses.

  50. Fiscal 2025 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    | BJ's Restaurants, Inc. | 42 |

  51. Fiscal 2025 Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus

    In accordance with the AIP, a multiplier of 110% was applied to Ms. Jaffe’s bonus, 100% to Mr. Wilson and Ms. Miller’s bonus and 95% to Mr. Lynds’ bonus. (3) Mr. Tick’s target bonus is prorated to reflect 70% as President and Chief Concept Officer and 100% as CEO and President. (4) Target bonus is prorated based on hire date in the current fiscal year. 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 wealth accumulation. In fiscal 2025, long-term incentive compensation took the form of awards of PSUs, RSUs, 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. While in the past the Company’s long-term equity awards generally were allocated one-third to each of PSUs, RSUs, and stock options, the allocation was changed to 60% PSUs, 20% RSUs and 20% stock options in 2025. 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. PSUs. PSUs have a measurable value to recipients immediately upon their vesting (provided performance goals are met), and their underlying value is tied to our stock price. 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 2025 are eligible to 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%.

  52. 2025 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    2025 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

  53. 2025 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% |

  54. 2025 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    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 supports retention. RSUs granted to our executive officers for 2025 vest in three equal annual installments. 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.

  55. 2025 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    | 43 | 2026 Proxy Statement |

  56. 2025 PSU Grant – Targeted Total Shareholder Return Relative to Peer Group Ranking

    All stock options granted by us during fiscal 2025 to our executive officers were granted as non-qualified stock options that vest in three equal annual installments. Long-Term Equity Compensation: 2023 PSU Grant Outcome. In February 2026, the Compensation Committee reviewed the performance of the Company relative to the performance targets established for PSUs granted in 2023, and approved a vest percentage of 92%, based on the scale and goals shown below. Vesting of 2023 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.

  57. 2023 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Performance Targets

    2023 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Performance Targets

  58. 2023 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% |

  59. 2023 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

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

  60. 2023 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    | | 2023 | 2024 | 2025 | 3-Year Average | | BJ’s Restaurants, Inc.(1) | 3.8% | 1.0% | 2.3% | | | Black Box | 2.3% | (1.9)% | 2.3% | | | Difference | 1.5% | 2.9% | 0.0% | | | Actual Vest Percentage | 126% | 150% | 0.0% | 92% |

  61. 2023 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. Limited Executive Benefits and Perquisites. In addition to their eligibility to participate in our Company’s customary team member benefit plans, our executive officers are entitled to receive automobile allowances and term life insurance as their sole executive perquisites. Except for a relocation allowance and certain additional benefits provided to Mr. Tick and Mr. Wilson in connection with their hire, our executive officers receive no other form of executive benefit or perquisite.

  62. 2023 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    | BJ's Restaurants, Inc. | 44 |

  63. 2023 PSU Grant – Restaurant Comparable Sales Growth Over Black Box Index Results

    Compensation Discussion and Analysis • Equity Grant Timing Practices

  64. 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. 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. 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. In 2025, the Compensation Committee approved a grant for Mr. Wilson with a grant date fair market value of $500,000, which is eligible to vest in three annual installments beginning on December 15, 2026, divided equally between RSUs and stock options. Mr. Wilson’s new hire grant was processed on December 15, 2025, in order to facilitate his transition and to partially compensate him for his forfeited equity resulting from leaving his prior employer. Typically, eligible newly hired team members receive a grant that is one-half RSUs and one-half stock options; however, Ms. Jaffe’s new hire grant was 60% RSUs and 40% stock options. The difference in mix was related to forfeited equity at Ms. Jaffe’s prior employer. The Compensation Committee approved a grant for Ms. Jaffe with a grant date fair market value of $500,000, which is eligible to vest in three annual installments beginning on July 15, 2026. For stock options, the exercise price was 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. Special Grant to Chief Executive Officer and President. Upon promotion to Chief Executive Officer under his existing employment agreement, Mr. Tick was entitled to a supplemental equity grant under the Company’s Equity Incentive Plan having a grant date fair market value of $400,000, which consisted of 50% RSUs and 50% stock options. Additionally, in connection with Mr. Tick’s promotion to Chief Executive Officer, the Board approved a $1,000,000 special performance-based equity grant, to fully align our new CEO with shareholder value creation, in the form of PSUs vesting over three years and tied to the following share price achievement targets:

  65. Performance Share Targets

    Performance Share Targets

  66. Performance Share Targets

    | Tranche | Service Vesting Date | Share Appreciation | Stock Price Hurdle | Percentage Vest | | Tranche 1 | 06/06/2026 | +20% of Grant Date Stock Price | $52.92 | One Third of Total Target Shares | | Tranche 2 | 06/06/2027 | +40% of Grant Date Stock Price | $61.74 | One Third of Total Target Shares | | Tranche 3 | 06/06/2028 | +60% of Grant Date Stock Price | $70.56 | One Third of Total Target Shares |

  67. Performance Share Targets

    | 45 | 2026 Proxy Statement |

  68. Performance Share Targets

    Compensation Discussion and Analysis • Equity Grant Timing Practices Such grant was made within four business days of the Company’s filing of a Form 8-K disclosing Mr. Tick’s promotion to Chief Executive Officer and President. The table below sets forth certain information about the stock option portion of the grant made to Mr. Tick.

  69. Equity Award Table

    Equity Award Table

  70. 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) | | Lyle D. Tick | 06/06/2025 | 9,251 | $44.10 | $199,587 | (1.9)% |

  71. 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. 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 Chief Executive Officer. 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.

  72. Compensation of Chief Executive Officer

    Compensation of Chief Executive Officer Compensation of C. Bradford Richmond. On August 22, 2024, we entered into an employment agreement with C. Bradford Richmond pursuant to which he began serving as our Interim Chief Executive Officer commencing August 28, 2024. Mr. Richmond served as our Interim Chief Executive Officer until June 5, 2025, and as our Special Advisor to the Chief Executive Officer from June 5, 2025 through August 22, 2025. Under the terms of the agreement, Mr. Richmond received (i) cash compensation of $40,000 per month, (ii) a housing allowance of $7,500 per month, and (iii) an equity grant under the Company’s 2024 Equity Incentive Plan having an aggregate value of $720,000 and consisting of 50% RSUs and 50% non-qualified stock options. In light of Mr. Richmond’s cash compensation being significantly below market, and to assure a successful transition of duties to our new CEO in accordance with the desired timeline by our Board, Mr. Richmond’s equity grant vested upon his termination of service on August 22, 2025. During the term of his employment as Interim Chief Executive Officer, Mr. Richmond continued to serve as a member of the Board; however, he was not eligible to receive any additional compensation for his service as a member of the Board until such time as he was no longer serving as an executive officer of the Company, which was June 5, 2025. Compensation of Lyle D. Tick. On August 23, 2024, we entered into an employment agreement with Mr. Tick pursuant to which he began serving as our President and Chief Concept Officer effective September 9, 2024. On June 5, 2025, Mr. Tick was promoted to our Chief Executive Officer and President. Mr. Tick’s employment agreement was approved by the Compensation Committee as well as the entire Board after a period of negotiation with Mr. Tick and his advisors. The Compensation Committee believes the employment agreement reflects appropriate and competitive compensation for services of an executive of Mr. Tick’s experience and skill set. The terms and conditions of Mr. Tick’s compensation under the employment agreement are presented below: Term. The term of the agreement commenced on September 9, 2024, and will terminate on December 31, 2028 (unless earlier terminated in accordance with its terms). The agreement provides for automatic renewals for additional one-year terms unless either party gives notice of its intention not to extend at least six months prior to the scheduled termination date.

  73. Compensation Program Governance Policies

    Officers who are subject to the guidelines have five years following the date that they become subject to the guidelines to comply with the applicable guideline ownership level. Compliance with the Stock Ownership Guidelines. Compliance with the Stock Ownership Guidelines is measured on January 16 of each year. Once an officer has satisfied the applicable guideline, as long as he or she continues to own the same or a greater number of shares as in effect on the original date of compliance, a subsequent decrease in the market price of our Common Stock shall not result in non-compliance. However, if there is a disposition of shares by an officer following initial compliance, then compliance will be re-measured following such disposition, using the closing price of our common stock on the trading day immediately preceding the disposition date. Shares that count towards satisfaction of the Stock Ownership Guidelines include (i) stock purchased on the open market, (ii) stock obtained through stock option exercises, (iii) vested or unvested shares of restricted stock units (other than unvested performance-based equity awards), and (iv) 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. Effective January 2026, vested but unexercised stock options that are “in the money” no longer count towards satisfaction of the Stock Ownership Guidelines. 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.

  74. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning compensation for the fiscal year ended December 30, 2025, of our Chief Executive Officer and President, former Interim Chief Executive Officer, Executive Vice President and Chief Financial Officer, former Senior Vice President and Chief Financial Officer and each of our three other most highly compensated executive officers.

  75. Summary Compensation Table

    | Summary Compensation Table |

  76. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($) | Total ($) | | Lyle D. Tick | 2025 | 710,769 | — | 1,567,179 | 319,590 | 637,143 | 207,100(7) | 3,441,781 | | Chief Executive Officer and | 2024 | 185,753 | 200,000 | 300,032 | 300,018 | — | 36,610 | 1,022,413 | | President | 2023 | — | — | — | — | — | — | — | | C. Bradford Richmond | 2025 | 307,726 | — | — | 399,162(8) | — | 74,090(9) | 780,978 | | Former Interim Chief Executive | 2024 | 164,384 | — | 360,013 | 359,584 | — | 172,329 | 1,056,310 | | Officer | 2023 | — | — | — | — | — | — | — | | J. Todd Wilson | 2025 | 23,630 | 250,000 | 250,030 | 249,407 | 15,402 | 462(10) | 788,931 | | Executive Vice President and | 2024 | — | — | — | — | — | — | — | | Chief Financial Officer | 2023 | — | — | — | — | — | — | — | | Jennifer A. Jaffe | 2025 | 263,781 | — | 300,013 | 199,591 | 189,121 | 8,273(11) | 960,779 | | Executive Vice President and | 2024 | — | — | — | — | — | — | — | | Chief People Officer | 2023 | — | — | — | — | — | — | — | | Gregory S. Lynds | 2025 | 426,000 | — | 238,770 | 55,012 | 263,055 | 9,192(12) | 992,029 | | Executive Vice President and | 2024 | 418,000 | — | 191,819 | 91,573 | 183,827 | 9,192 | 894,411 | | Chief Development Officer | 2023 | 407,500 | — | 166,729 | 83,255 | 232,275 | 9,192 | 898,951 | | Kendra D. Miller | 2025 | 405,000 | — | 238,770 | 55,012 | 263,250 | 12,792(13) | 974,824 | | Executive Vice President and | 2024 | 397,000 | — | 191,819 | 91,573 | 174,592 | 12,792 | 867,776 | | General Counsel | 2023 | 385,000 | — | 166,729 | 83,255 | 219,450 | 12,792 | 867,226 | | Thomas A. Houdek | 2025 | 222,066 | — | 290,846 | 67,012 | — | 6,366(14) | 586,290 | | Former Senior Vice President and | 2024 | 465,000 | — | 226,677 | 108,206 | 170,414 | 12,792 | 983,089 | | Chief Financial Officer | 2023 | 445,000 | — | 200,012 | 99,888 | 211,375 | 12,792 | 969,067 | | William J. Atkins | 2025 | — | — | — | — | — | 607,868(15) | 607,868 | | Interim Principal Financial | 2024 | — | — | — | — | — | — | — | | Officer | 2023 | — | — | — | — | — | — | — |

  77. Summary Compensation Table

    (1) Mr. Tick was promoted to our Chief Executive Officer and President on June 5, 2025, Mr. Richmond served as Interim Chief Executive Officer until June 5, 2025, and as Special Advisor to the Chief Executive Officer until August 22, 2025, Mr. Wilson joined the Company in December 2025, Ms. Jaffe joined the Company in May 2025, and Mr. Houdek separated from the Company in June 2025. Mr. Richmond’s non-employee director compensation, received after his employment with the Company ended, is not included. (2) Amounts in this column reflect signing bonuses paid in accordance with each executive’s respective employment agreement. 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. Mr. Richmond’s grant, while included in this table, represents his non-employee director annual grant received subsequent to serving as our Interim CEO.

  78. Summary Compensation Table

    | 51 | 2026 Proxy Statement |

  79. Summary Compensation Table

    Compensation Committee Report • Summary Compensation Table 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 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, these awards have been valued at a 100% vest; however, vesting could range from 0% to 150% based on achievement of specified performance targets. See below for the value of the PSUs assuming the maximum goal is achieved. For additional information on the valuation assumptions with respect to 2025 grants, refer to Note 1 of our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 30, 2025, as filed with the SEC. If the maximum goal is achieved, and the executive is still employed at the time of vest, the 2025 PSU fair values would be as follows:

  80. Summary Compensation Table

    | Name | Potential Value if Maximum Attained | | Lyle D. Tick | $601,292 | | Gregory S. Lynds | $275,626 | | Kendra D. Miller | $275,626 | | Thomas A. Houdek | $335,743 |

  81. Summary Compensation Table

    (5) 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 options 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. (6) Mr. Richmond was not eligible for a bonus under the 2025 AIP. A potential multiplier ranging from 85% to 110% was applicable to the non-CEO executive bonuses, who achieved an actual multiplier ranging from 95% to 110% as noted in the “Annual Incentive Bonus Plan: Actual Payout vs. Target Bonus” table above. 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. (7) The amount shown is the estimated value of perquisites and other personal benefits, including group term life insurance ($792), auto allowance ($45,313), and housing allowance and relocation related expenses in accordance with Mr. Tick’s offer letter ($160,995). (8) The amount shown relates to service as our Interim Chief Executive Officer. (9) The amount shown is the estimated value of perquisites and other personal benefits, including group term life insurance ($518), auto allowance ($11,264) and housing allowance ($62,308). (10) The amount shown is the estimated value of perquisites and other personal benefits, including auto allowance ($462). (11) The amount shown is the estimated value of perquisites and other personal benefits, including group term life insurance ($427), and auto allowance ($7,846). (12) The amount shown is the estimated value of perquisites and other personal benefits, including group term life insurance ($792) and auto allowance ($8,400). (13) The amount shown is the estimated value of perquisites and other personal benefits, including group term life insurance ($792) and auto allowance ($12,000). (14) The amount shown is the estimated value of perquisites and other personal benefits, including group term life insurance ($366) and auto allowance ($6,000). The amount shown is representative of consulting fees and expenses.

  82. Summary Compensation Table

    | BJ's Restaurants, Inc. | 52 |

  83. Summary Compensation Table

    Compensation Committee Report • Grants of Plan-Based Awards

  84. 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 30, 2025, to the persons named in the Summary Compensation Table.

  85. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards |

  86. Grants of Plan-Based Awards

    | | | | | | Stock Awards | | | | | Option Awards | | | | | | 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 | Grant Date Fair Value of Stock | Number of Securities Underlying Option | Exercise or Base Price of Option | Grant Date Fair Value of Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards (#)(2) | Awards ($)(3)(4) | Awards (#)(5) | Awards ($/Share)(6) | Awards ($)(4)(7) | | Lyle D. Tick | | | | | | | | | | | | | | AIP | | 159,286 | 637,143 | 1,274,286 | | | | | | | | | | RSU | 01/15/25 | | | | | | | 3,501 | 120,014 | | | | | RSU | 06/06/25 | | | | | | | 4,536 | 200,038 | | | | | PSU | 01/15/25 | | | | 5,251 | 10,502 | 15,753 | | | | | | | PSU(8) | 06/06/25 | | | | — | 22,676 | 22,676 | | | | | | | Stock Option | 01/15/25 | | | | | | | | | 5,820 | 34.28 | 120,003 | | Stock Option | 06/06/25 | | | | | | | | | 9,251 | 44.10 | 199,587 | | C. Bradford Richmond(9) | | | | | | | | | | | | | | RSU | 06/19/25 | | | | | | | 2,747 | 125,043 | | | | | Stock Option | 07/15/25 | | | | | | | | | 21,131 | 39.70 | 399,162 | | J. Todd Wilson(10) | | | | | | | | | | | | | | AIP | | 3,851 | 15,402 | 30,804 | | | | | | | | | | RSU | 12/15/25 | | | | | | | 6,195 | 250,030 | | | | | Stock Option | 12/15/25 | | | | | | | | | 13,463 | 40.36 | 249,407 | | Jennifer A. Jaffe(10) | | | | | | | | | | | | | | AIP | | 42,864 | 171,458 | 342,915 | | | | | | | | | | RSU | 07/15/25 | | | | | | | 7,557 | 300,013 | | | | | Stock Option | 07/15/25 | | | | | | | | | 10,566 | 39.70 | 199,591 | | Gregory S. Lynds | | | | | | | | | | | | | | AIP | | 69,225 | 276,900 | 553,800 | | | | | | | | | | RSU | 01/15/25 | | | | | | | 1,605 | 55,019 | | | | | PSU | 01/15/25 | | | | 2,407 | 4,814 | 7,221 | | | | | | | Stock Option | 01/15/25 | | | | | | | | | 2,668 | 34.28 | 55,012 | | Kendra D. Miller | | | | | | | | | | | | | | AIP | | 65,813 | 263,250 | 526,500 | | | | | | | | | | RSU | 01/15/25 | | | | | | | 1,605 | 55,019 | | | | | PSU | 01/15/25 | | | | 2,407 | 4,814 | 7,221 | | | | | | | Stock Option | 01/15/25 | | | | | | | | | 2,668 | 34.28 | 55,012 | | Thomas A. Houdek(11) | | | | | | | | | | | | | | AIP | | 59,250 | 237,000 | 474,000 | | | | | | | | | | RSU | 01/15/25 | | | | | | | 1,955 | 67,017 | | | | | PSU | 01/15/25 | | | | 2,932 | 5,864 | 8,796 | | | | | | | Stock Option | 01/15/25 | | | | | | | | | 3,250 | 34.28 | 67,012 | | William J. Atkins(12) | | | | | | | | | | | | |

  87. Grants of Plan-Based Awards

    | 53 | 2026 Proxy Statement |

  88. Grants of Plan-Based Awards

    Compensation Committee Report • Grants of Plan-Based Awards These columns show the number of performance-based stock (“PSUs”) awards, subject to performance achievements, granted in fiscal 2025 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. (2) This column shows the number of RSUs granted in fiscal 2025 to the Named Executive Officers, all of which vest in three annual installments. (3) The fair value of the PSUs and RSUs is based on the closing stock price of our Common Stock on the date of grant or last trading day prior to the date of grant when grants take place on a day when the market is closed. (4) The amounts in this column do not reflect amounts paid to or realized by the named individual for fiscal 2025. 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. (5) This column shows the number of stock options granted in fiscal 2025 to the Named Executive Officers. All of such options vest in three equal annual installments and expire ten years from the date of grant. (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. (7) The fair value of options granted was estimated at the date of grant using a Black-Scholes option pricing model. (8) In connection with Mr. Tick’s promotion to Chief Executive Officer, the Board approved a $1,000,000 special equity grant under the Company’s Equity Incentive Plan in the form of performance share units vesting over three years and tied to share price achievement targets. See Special Grant to Chief Executive Officer and President under Equity Grant Timing Practices for more details. (9) Mr. Richmond was not eligible for a bonus under the 2025 AIP. (10) Mr. Wilson and Ms. Jaffe were not employed the entire year. (11) Mr. Houdek’s employment ended prior to completion of the fiscal year and the payout of bonuses. Mr. Atkins served as the Company’s Interim Principal Financial Officer from July 28, 2025 to December 14, 2025, and as the Company’s Interim Principal Accounting Officer from November 8, 2025 to December 14, 2025. As a consultant, he was not eligible under the 2025 AIP nor did he receive equity awards.

  89. Grants of Plan-Based Awards

    | BJ's Restaurants, Inc. | 54 |

  90. Grants of Plan-Based Awards

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

  91. 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 30, 2025.

  92. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards on December 30, 2025 |

  93. 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) | | Lyle D. Tick | 10/15/24 | 4,921 | 9,843(5) | 34.18 | 10/15/34 | 10/15/24 | 5,852 | 229,925 | — | — | | | 01/15/25 | — | 5,820(6) | 34.28 | 01/15/35 | 01/15/25 | 3,501 | 137,554 | 10,502 | 412,624 | | | 06/06/25 | — | 9,251(7) | 44.10 | 06/06/35 | 06/06/25 | 4,536 | 178,219 | 22,676 | 890,940 | | C. Bradford Richmond | 08/28/24 | 19,024 | — | 31.95 | 08/28/34 | 06/19/25 | 2,747(8) | 107,930 | — | — | | | 07/15/25 | — | 21,131(9) | 39.70 | 07/15/35 | — | — | — | — | — | | J. Todd Wilson | 12/15/25 | — | 13,463(10) | 40.36 | 12/15/35 | 12/15/25 | 6,195 | 243,402 | — | — | | Jennifer A. Jaffe | 07/15/25 | — | 10,566(9) | 39.70 | 07/15/35 | 07/15/25 | 7,557 | 296,915 | — | — | | Gregory S. Lynds | 01/15/16 | 4,065 | — | 42.41 | 01/15/26 | 01/15/23 | 886 | 34,811 | 2,660 | 104,511 | | | 01/15/17 | 5,537 | — | 35.95 | 01/15/27 | 01/15/24 | 1,918 | 75,358 | 2,878 | 113,077 | | | 01/15/18 | 6,201 | — | 37.70 | 01/15/28 | 01/15/25 | 1,605 | 63,060 | 4,814 | 189,142 | | | 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 | 4,315 | — | 32.27 | 01/15/32 | — | — | — | — | — | | | 01/15/23 | 3,030 | 1,515(11) | 31.34 | 01/15/33 | — | — | — | — | — | | | 01/15/24 | 1,619 | 3,237(12) | 31.86 | 01/15/34 | — | — | — | — | — | | | 01/15/25 | — | 2,668(6) | 34.28 | 01/15/35 | — | — | — | — | — | | Kendra D. Miller | 01/15/16 | 929 | — | 42.41 | 01/15/26 | 01/15/23 | 886 | 34,811 | 2,660 | 104,511 | | | 01/15/17 | 2,768 | — | 35.95 | 01/15/27 | 01/15/24 | 1,918 | 75,358 | 2,878 | 113,077 | | | 01/15/18 | 4,651 | — | 37.70 | 01/15/28 | 01/15/25 | 1,605 | 63,060 | 4,814 | 189,142 | | | 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 | 4,315 | — | 32.27 | 01/15/32 | — | — | — | — | — | | | 01/15/23 | 3,030 | 1,515(11) | 31.34 | 01/15/33 | — | — | — | — | — | | | 01/15/24 | 1,619 | 3,237(12) | 31.86 | 01/15/34 | — | — | — | — | — | | | 01/15/25 | — | 2,668(6) | 34.28 | 01/15/35 | — | — | — | — | — | | Thomas A. Houdek(12) | — | — | — | — | — | — | — | — | — | — | | William J. Atkins(13) | — | — | — | — | — | — | — | — | — | — |

  94. Outstanding Equity Awards at Fiscal Year-End

    (1) All RSUs vest in three equal installments. (2) The fair value of the RSUs is based on the closing stock price of our Common Stock on December 30, 2025. (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. (4) The fair value of the PSUs is based on the closing stock price of our Common Stock on December 30, 2025. (5) The unexercisable options vest in three annual installments commencing October 15, 2025. (6) The unexercisable options vest in three annual installments commencing January 15, 2026. (7) The unexercisable options vest in three annual installments commencing June 6, 2026. (8) Shares granted to Mr. Richmond as an independent director. The unexercisable options vest in three annual installments commencing July 15, 2026.

  95. Outstanding Equity Awards at Fiscal Year-End

    | 55 | 2026 Proxy Statement |

  96. Outstanding Equity Awards at Fiscal Year-End

    Compensation Committee Report • Outstanding Equity Awards at Fiscal Year-End The unexercisable options vest in three annual installments commencing December 15, 2026. (11) The unexercisable options vest in three annual installments commencing January 15, 2024. (12) The unexercisable options vest in three annual installments commencing January 15, 2025. (13) Mr. Houdek separated from the Company in June 2025 and did not hold any outstanding awards as of 2025 fiscal year-end. (14) Mr. Atkins served as the Company’s Interim Principal Financial Officer from July 28, 2025 to December 14, 2025, and as the Company’s Interim Principal Accounting Officer from November 8, 2025 to December 14, 2025. As a consultant, he did not receive equity awards.

  97. 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 2025 for each of the Named Executive Officers on an aggregated basis:

  98. Option Exercises and Stock Vested During Last Fiscal Year

    | | Stock Awards | | Option Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Lyle D. Tick | 2,926 | 94,159 | — | — | | C. Bradford Richmond | 14,405 | 481,132 | — | — | | J. Todd Wilson | — | — | — | — | | Jennifer A. Jaffe | — | — | — | — | | Gregory S. Lynds | 5,923 | 203,040 | — | — | | Kendra D. Miller | 5,923 | 203,040 | — | — | | Thomas A. Houdek | 6,274 | 215,073 | 4,315 | 154,477 | | William J. Atkins | — | — | — | — |

  99. Option Exercises and Stock Vested During Last Fiscal Year

    (1) Value includes accrued dividends released and realized.

  100. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We offer a deferred compensation plan for our highly compensated team members 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 2025, the investment funds available to participants provided rates of return ranging from 4.0% to 33.0%.

  101. Non-Qualified Deferred Compensation

    | BJ's Restaurants, Inc. | 56 |

  102. Non-Qualified Deferred Compensation

    Compensation Committee Report • Non-Qualified Deferred Compensation 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. The following table shows contributions and earnings during fiscal 2025, and the account balances as of December 30, 2025 (the last business day of 2025), for our Named Executive Officers under the deferred compensation plan.

  103. Non-Qualified Deferred Compensation

    | Non-Qualified Deferred Compensation Table |

  104. Non-Qualified Deferred Compensation

    | Name | Executive Contributions ($)(1) | Company Contributions ($) | Aggregate Earnings/ (Loss) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Year-End ($) | | Lyle D. Tick | 35,539 | — | 2,612 | — | 38,151 | | C. Bradford Richmond | — | — | — | — | — | | J. Todd Wilson | — | — | — | — | — | | Jennifer A. Jaffe | — | — | — | — | — | | Gregory S. Lynds | — | — | — | — | — | | Kendra D. Miller | 13,335 | — | 87,748 | — | 599,608 | | Thomas A. Houdek | — | — | 17,254 | (19,897) | 79,587 | | William J. Atkins | — | — | — | — | — |

  105. Non-Qualified Deferred Compensation

    (1) These amounts represent the executive’s contributions during fiscal 2025 and are included in the “Salary” column in the Summary Compensation Table for fiscal 2025.

  106. 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:

  107. Potential Payments Upon Termination or Change in Control

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

  108. 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) |

  109. 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.

  110. Potential Payments Upon Termination or Change in Control

    | 57 | 2026 Proxy Statement |

  111. Potential Payments Upon Termination or Change in Control

    Compensation Committee Report • Potential Payments upon Termination or Change in Control 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 2025, 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.

  112. Potential Payments Upon Termination or Change in Control

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

  113. Potential Payments Upon Termination or Change in Control

    | Name | Cash Payment ($)(1) | Acceleration of Vesting of Awards ($)(2) | Health Benefits ($)(3) | | Lyle D. Tick | 1,837,143 | 220,831 | 26,240 | | C. Bradford Richmond | N/A | N/A | N/A | | J. Todd Wilson | 575,000 | — | — | | Jennifer A. Jaffe | 415,000 | — | 10,720 | | Gregory S. Lynds | 426,000 | — | 17,497 | | Kendra D. Miller | 405,000 | — | 18,960 | | Thomas A. Houdek | N/A | N/A | N/A | | William J. Atkins | N/A | N/A | N/A |

  114. Potential Payments Upon Termination or Change in Control

    (1) Assumes termination payments as of December 30, 2025, for each executive for termination without cause, except for our CEO, which assumes termination without cause or for good reason or a termination due to his disability. Such termination payments are not applicable to Mr. Richmond, who resigned as our Interim Chief Executive Officer in June 2025, Mr. Houdek who separated from the Company in June 2025, and Mr. Atkins whose last day as our Interim Principal Financial and Principal Accounting Officer was December 14, 2025. Mr. Richmond, Mr. Houdek and Mr. Atkins did not receive any additional payments upon their departure. (2) Our NEOs (other than our Chief Executive Officer and President) are not entitled to equity vesting upon a termination without cause (other than in connection with a change in control) nor the vesting of new hire grants upon termination without cause or for good reason. Our Chief Executive Officer and President, pursuant to his employment agreement, is also 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 above are calculated based on a termination date of December 30, 2025, and the fair market value of our Common Stock as of the close on the last trading day of our fiscal year. Reflects the continuation of health benefits following the termination of employment for the period specified above for all NEOs, and our Chief Executive Officer and President, whose payments are based on the period of time as set forth in his employment agreement.

  115. Potential Payments Upon Termination or Change in Control

    | BJ's Restaurants, Inc. | 58 |

  116. Potential Payments Upon Termination or Change in Control

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

  117. Potential Payments Upon Termination or Change in Control

    | Qualifying Termination following a Change in Control |

  118. Potential Payments Upon Termination or Change in Control

    | Name | Cash Payment ($)(1) | Acceleration of Vesting of Awards ($)(2) | Health Benefits ($)(3) | | Lyle D. Tick | 2,237,143 | 1,928,718 | 26,240 | | C. Bradford Richmond | N/A | N/A | N/A | | J. Todd Wilson | 575,000 | 243,402 | — | | Jennifer A. Jaffe | 415,000 | 296,915 | 10,720 | | Gregory S. Lynds | 426,000 | 629,422 | 17,497 | | Kendra D. Miller | 405,000 | 629,422 | 18,960 | | Thomas A. Houdek | N/A | N/A | N/A | | William J. Atkins | N/A | N/A | N/A |

  119. Potential Payments Upon Termination or Change in Control

    (1) Assumes termination payments of 2 times base salary as of December 30, 2025, for our Chief Executive Officer and President 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, 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. Such termination payments are not applicable to Mr. Richmond, who resigned as our Interim Chief Executive Officer in June 2025, Mr. Houdek who separated from the Company in June 2025, and Mr. Atkins whose last day as our Interim Principal Financial and Principal Accounting Officer was December 14, 2025. (2) Amounts relate to equity vesting following a change in control (for our Chief Executive Officer and President, upon a termination without cause or for good reason, during the period starting 90 days prior to a change in control and ending 12 months following a change in control; and for our other NEOs upon a termination other than for misconduct or for good reason within 12 months following a change in control). All equity amounts set forth in the table and these footnotes are calculated based on a termination date of December 30, 2025, 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. (3) Reflects the continuation of health benefits following the termination of employment for the period specified above and with respect to our Chief Executive Officer and President, 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, 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.

  120. 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 2025, 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.

  121. Pay Ratio Disclosure

    | 59 | 2026 Proxy Statement |

  122. Pay Ratio Disclosure

    Compensation Committee Report • Pay Ratio Disclosure The overwhelming majority of our team member population consists of hourly part-time restaurant team members. To identify the median team member, we used 2025 gross wages for full-time and part-time individuals who were employed by us on December 30, 2025, other than Mr. Tick. 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 2025 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 2025 was identified as a server. Our median team member worked an average of 16 hours per week in 2025. 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 2025. For the year ended December 30, 2025, the compensation for our Interim CEO, Mr. Richmond, who served until June 4, 2025, and our current CEO, Mr. Tick, who was appointed on June 5, 2025, were combined to arrive at the value used for the ratio of annual total compensation below. Based on the foregoing, our estimated ratio of Mr. Richmond and Mr. Tick’s compensation as CEO to our median team member’s annual total compensation for fiscal 2025 is as follows:

  123. Pay Ratio Disclosure

    | Median team member annual total compensation | $26,224 | | Mr. Richmond and Mr. Tick’s combined total compensation(1) | $2,968,049 | | Ratio | 113:1 |

  124. Pay Ratio Disclosure

    (1) Amount consists only of the compensation received by Mr. Tick ($2,187,071) and Mr. Richmond ($780,978) for their service as CEO and Interim CEO and excludes compensation relating to their service in other capacities. Mr. Tick also received an annual grant in the amount of $640,879 prior to his promotion to CEO, which is not included in the combined total compensation. 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.

  125. Pay Ratio Disclosure

    | BJ's Restaurants, Inc. | 60 |

  126. 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:

  127. Pay versus Performance

    | Pay versus Performance Table |

  128. Pay versus Performance

    | Fiscal Year(1) | Summary Compensation Table Total for Mr. Tick PEO 1(2) | Summary Compensation Table Total for Mr. Richmond PEO 2(2) | Summary Compensation Table Total for Mr. Levin PEO 3(2) | Summary Compensation Table Total for Mr. Trojan PEO 4(2) | Compensation Actually Paid to Mr. Tick PEO 1(3) | Compensation Actually Paid to Mr. Richmond PEO 2(3) | Compensation Actually Paid to Mr. Levin PEO 3(3) | Compensation Actually Paid to Mr. Trojan PEO 4(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | | 2025 | $3,441,781 | $780,978 | N/A | N/A | $3,303,500 | $777,061 | N/A | N/A | $818,453 | $700,368 | | 2024 | N/A | $1,056,310 | $4,418,732 | N/A | N/A | $1,139,255 | ($1,060,136) | N/A | $959,604 | $830,157 | | 2023 | N/A | N/A | $3,578,502 | N/A | N/A | N/A | $4,253,370 | N/A | $953,363 | $1,032,177 | | 2022 | N/A | N/A | $2,650,029 | N/A | N/A | N/A | $1,945,628 | N/A | $719,955 | $565,128 | | 2021 | N/A | N/A | $2,519,663 | $3,711,615 | N/A | N/A | $2,579,184 | $4,267,251 | $856,556 | $904,254 |

  129. Pay versus Performance

    | | Value of Initial Fixed $100 Investment Based On(4): | | In Thousands | | | Fiscal Year(1) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (Loss) | Adjusted EBITDA6) | | 2025 | $102.36 | $93.67 | $48,808 | $134,075 | | 2024 | $92.56 | $139.43 | $16,687 | $117,099 | | 2023 | $94.86 | $117.55 | $19,660 | $103,778 | | 2022 | $69.49 | $96.84 | $4,076 | $77,885 | | 2021 | $91.02 | $121.51 | $(3,606) | $70,523 |

  130. Pay versus Performance

    (1) Mr. Tick succeeded Mr. Richmond as PEO on June 5, 2025, Mr. Richmond succeeded Mr. Levin as PEO (on an interim basis) on August 28, 2024, and Mr. Levin succeeded Mr. Trojan as PEO on September 1, 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: • Fiscal Year 2025: Mr. Wilson, Ms. Jaffe, Mr. Lynds, Ms. Miller, Mr. Houdek and Mr. Atkins • Fiscal Year 2024: Mr. Houdek, Mr. Lynds, Mr. Putnam K. Shin and Mr. Tick • Fiscal Year 2023: Mr. Houdek, Mr. Lynds, Ms. Miller, and Mr. Shin • Fiscal Year 2022: Mr. Houdek, Mr. Lynds, Ms. Miller, and Mr. Krakower • Fiscal Year 2021: Mr. Houdek, Mr. Kevin E. Mayer, Mr. Lynds, and Ms. Miller 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. Tick, 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.

  131. Pay versus Performance

    | 61 | 2026 Proxy Statement |

  132. Pay versus Performance

    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. Tick, Richmond, Levin and Trojan, and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from Summary Compensation Table amounts. (4) Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2020 and ending on the last day in fiscal year 2025, 2024, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) “Peer Group” represents the S&P 600 Restaurant Group Index, which we have identified as our peer group for purposes of Item 402(v) and which we use for purposes of compliance with Item 201(e) of Regulation S-K. (6) We have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance.

  133. Pay versus Performance

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

  134. Pay versus Performance

    | | Fiscal 2025 | | Fiscal 2024 | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | | | Mr. Tick PEO 1 | Mr. Richmond PEO 2 | Mr. Richmond PEO 1 | Mr. Levin PEO 2 | Mr. Levin PEO 1 | Mr. Levin PEO 1 | Mr. Levin PEO 1 | Mr. Trojan PEO 2 | | Summary Compensation Table | $3,441,781 | $780,978 | $1,056,310 | $4,418,732 | $3,578,502 | $2,650,029 | $2,519,663 | $3,711,615 | | Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year | (1,567,179) | — | (360,013) | (1,394,651) | (1,333,392) | (1,000,047) | (908,372) | (1,333,370) | | Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year | (319,590) | (399,162) | (359,584) | (665,888) | (665,911) | (499,884) | (641,625) | (666,559) | | (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 | 1,771,939 | 470,886 | 802,542 | — | 2,360,290 | 1,331,266 | 1,408,643 | 1,997,836 | | (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 | 7,808 | — | — | — | 516,915 | (461,714) | 11,391 | 29,036 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | — | — | — | — | | (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 | (31,259) | (75,641) | — | (707,095) | (203,034) | (76,232) | 183,544 | 511,023 | | 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 | | Compensation Actually Paid | $3,303,500 | $777,061 | $1,139,255 | $(1,060,136) | $4,253,370 | $1,945,628 | $2,579,184 | $4,267,251 |

  135. Pay versus Performance

    | BJ's Restaurants, Inc. | 62 |

  136. Pay versus Performance

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

  137. Pay versus Performance

    | | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | | Average Non- PEO NEOs | Average Non- PEO NEOs | Average Non- PEO NEOs | Average Non- PEO NEOs | Average Non- PEO NEOs | | Summary Compensation Table | $818,453 | $959,604 | $953,363 | $719,955 | $856,556 | | Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year | (219,738) | (236,301) | (175,050) | (145,877) | (219,040) | | Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year | (104,339) | (152,001) | (87,413) | (72,903) | (85,835) | | (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 | 278,581 | 311,324 | 301,001 | 194,183 | 290,562 | | (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 | 5,454 | 12,280 | 82,436 | (103,046) | 2,376 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | 4,808 | | (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 | (4,095) | (64,749) | (42,160) | (27,874) | 53,113 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | (73,948) | — | — | — | — | | 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 | — | — | — | 690 | 1,714 | | Compensation Actually Paid | $700,368 | $830,157 | $1,032,177 | $565,128 | $904,254 |

  138. 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.