BJ’s Restaurants updates director pay structure
BJ’s Restaurants, Inc. updated how it pays its non-employee directors.
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Form Type
8-K
Rhea-AI Filing Summary
BJ’s Restaurants, Inc. updated how it pays its non-employee directors. The annual cash retainer rises to $80,000, and the annual restricted stock unit award increases to $140,000, both for regular board service. Committee members and chairs also receive higher annual cash retainers, with the Audit Committee member fee increasing and the Compensation Committee chair fee raised. Any non-employee Chair of the Board will receive an additional $60,000 cash retainer and a $70,000 restricted stock unit award. The company will also pay Finance Committee compensation retroactively to its formation date and grant new directors a prorated initial equity award starting from the quarter they join.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual board cash retainer: $80,000
Annual RSU award: $140,000
Committee member retainers: $15,000 / $10,000 / $10,000 / $10,000
+3 more
6 metrics
Annual board cash retainer
$80,000
Non-employee directors, paid quarterly; increased by $5,000
Annual RSU award
$140,000
Non-employee directors, vests one year from grant; increased by $15,000
Committee member retainers
$15,000 / $10,000 / $10,000 / $10,000
Audit, Compensation, Finance, Governance and Nominating members; Audit member up $2,500
Committee chair retainers
$25,000 / $22,500 / $22,500 / $20,000
Audit, Compensation, Finance, Governance and Nominating chairs; Compensation chair up $2,500
Non-employee Chair extra cash
$60,000
Additional annual cash retainer; increased by $5,000
Non-employee Chair extra RSU
$70,000
Additional annual restricted stock unit award; increased by $10,000
Key Terms
restricted stock unit, Audit Committee, Compensation Committee, Finance Committee, +1 more
5 terms
restricted stock unit financial
"an annual restricted stock unit award of $140,000, with the share count to be determined"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Audit Committee financial
"an annual cash retainer of $15,000, $10,000, $10,000 and $10,000, respectively, for the members of the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee financial
"an annual cash retainer of $25,000, $22,500, $22,500 and $20,000, respectively, for the chairs of the Audit Committee, Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Finance Committee financial
"payment in arrears of Finance Committee compensation to the date the Committee was first established"
A finance committee is a small group of board members or senior managers tasked with overseeing an organization’s financial planning, budgeting, capital allocation and reporting. Think of it as the company’s household finance team that sets spending priorities, checks financial controls and advises on big investments; its quality and decisions matter to investors because they shape cash use, risk management and the credibility of financial information investors rely on.
Governance and Nominating Committee financial
"an annual cash retainer of $15,000, $10,000, $10,000 and $10,000, respectively, for the members of the Audit Committee, Compensation Committee, Finance Committee and Governance and Nominating Committee"
A governance and nominating committee is a group of board members responsible for setting the company’s rules for ethical behavior, board structure, and director selection. Think of it as a combined hiring panel and rule-maker that chooses qualified board candidates, plans leadership succession, and ensures the board operates transparently — actions that directly affect oversight quality, risk management, and long-term value for investors.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did BJRI change annual cash retainers for non-employee directors?
BJ’s Restaurants increased the annual cash retainer for non-employee directors to $80,000, a $5,000 rise. This retainer is paid in quarterly installments and reflects the company’s updated approach to compensating board members for their overall governance and oversight responsibilities.
What equity compensation do BJRI non-employee directors now receive each year?
Non-employee directors receive an annual $140,000 restricted stock unit award under BJ’s Restaurants’ new structure. The share count is based on the 20-day average closing price before the grant date, and these units vest one year from the date of grant.
How were BJRI board committee member retainers adjusted?
Committee members now receive annual cash retainers of $15,000 for the Audit Committee and $10,000 each for the Compensation, Finance, and Governance and Nominating Committees. The Audit Committee member fee rose by $2,500, recognizing that committee’s added workload and oversight demands.
What are the new retainers for BJRI committee chairs?
Committee chairs receive annual cash retainers of $25,000 for Audit, $22,500 for Compensation, $22,500 for Finance, and $20,000 for Governance and Nominating. The Compensation Committee chair’s retainer increased by $2,500, reflecting heightened responsibility in overseeing executive pay.
What additional compensation applies to a non-employee Chair of the BJRI board?
Any non-employee Chair of the Board will receive an extra annual cash retainer of $60,000 and an additional restricted stock unit award of $70,000. Both awards are in addition to standard director compensation and are intended to recognize the chair’s broader leadership role.
How does BJRI compensate new non-employee directors who join mid-year?
New non-employee directors receive an initial equity award that is a prorated portion of the standard annual equity grant. The proration is effective from the beginning of the quarter in which they join, aligning their compensation with time served on the board during that year.
AI-generated analysis. How Rhea-AI works. Not financial advice.
