Bina Chaurasia
BJs RESTAURANTSAbout Bina Chaurasia
Independent director since 2020; age 62. Retired Chief Administrative and Operating Officer at Tanium (2021–Jan 2024), with prior senior HR leadership roles at Ericsson (CHRO), Hewlett-Packard (VP Global Talent), Gap Inc. (VP Global HR), and earlier HR roles at PepsiCo-Yum! and Sun Microsystems—core credentials in human capital, compensation and organizational strategy . Current Board roles: Chair, Compensation Committee; member, Governance & Nominating Committee; Board determined she is independent under SEC/NASDAQ rules; all directors met ≥75% attendance in 2024 Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tanium | Chief Administrative & Operating Officer | Jun 2021 – Jan 2024 | Oversaw HR, Strategy, Global Enablement, Procurement, IT, Real Estate |
| Tanium | Chief Administrative Officer & Chief People Officer | Aug 2017 – Jun 2021 | Enterprise human capital leadership |
| Ericsson | Chief Human Resources Officer | 2010 – 2016 | Global CHRO; HR strategy and transformation |
| Hewlett-Packard | VP, Global Talent | 2007 – 2010 | Talent strategy |
| Gap Inc. | VP, Global HR | 2003 – 2007 | Global HR leadership |
| PepsiCo-Yum!; Sun Microsystems | Senior HR leadership roles | Prior to 2003 | Human capital leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ms. Chaurasia . |
Board Governance
- Committee assignments: Chair, Compensation Committee (since June 2024); member, Governance & Nominating Committee .
- Independence: Board affirmed independence for all nominees except the Interim CEO (Richmond) and former CEO (Trojan); Ms. Chaurasia is independent .
- Attendance/engagement: Board met 10 times in 2024; each director attended ≥75% of Board and committee meetings on which they served; non‑employee directors held executive sessions each quarterly meeting .
- Board structure: Independent Chair (Ottinger); no lead independent director needed post-chair transition .
- Say‑on‑pay: 96% support in June 2024—indicates strong shareholder alignment with compensation governance .
- Stock ownership & conduct: Director ownership guideline = 5x annual cash retainer ($375,000) within 3 years; all non‑employee directors are in compliance; hedging/pledging prohibited .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $75,000 | Payable quarterly |
| Committee member retainers | Audit $12,500; Compensation $10,000; Governance & Nominating $10,000 | Non‑chair, annual, payable quarterly |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Governance & Nominating $20,000 | Annual, payable quarterly |
| Chair of Board premium | $55,000 cash | For non‑employee Chair only |
| 2024 cash actually paid to B. Chaurasia | $89,250 | Fees earned 2024 |
Performance Compensation
Directors receive time‑based RSUs (no performance metrics); annual equity grant vesting = 1 year (aligns director pay with shareholder outcomes). Annual RSU value increased mid‑2024 from $110,000 to $125,000, with grant date set to fifth business day post‑annual meeting beginning in 2025 .
| Grant | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (2024) – all non‑employee directors | Jan 15, 2024 | 3,453 | $110,013 | 1‑year vest |
| Outstanding unvested RSUs (as of Dec 31, 2024) – B. Chaurasia | — | 3,453 | — | Unvested balance |
| Options outstanding – B. Chaurasia | — | — | — | None |
Citations: Jan 15, 2024 RSU value and shares; annual program/value change and timing .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Chaurasia |
| Compensation Committee interlocks | Company discloses no Compensation Committee interlocks or insider participation for members serving in 2024, which included Ms. Chaurasia (Chair), Ms. Ottinger, Mr. Robinson (with Mr. Elbogen serving until June 18, 2024) |
| Related‑party transactions | Section discloses a consulting agreement with former CEO (Trojan) and Act III warrant; no related‑party transactions involving Ms. Chaurasia are reported |
Expertise & Qualifications
- Deep human capital and compensation expertise (20+ years senior HR leadership at global enterprises) supporting Compensation Committee leadership .
- Governance and ESG oversight as Governance & Nominating Committee member; Board notes her experience provides substantial insight on human capital and HR elements of the business .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Bina Chaurasia | 13,254 | <1% | Beneficial ownership as of Apr 14, 2025; 22,316,165 shares outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 3,453 | — | Outstanding stock awards; no options |
| Ownership policy | 5x annual cash retainer ($375,000) within 3 years; all directors in compliance; hedging/pledging prohibited |
Governance Assessment
- Strengths
- Independent director with relevant domain expertise; chairs Compensation Committee during a period of pay program evolution (greater PSU weighting; relative TSR metrics; use of AIP tied to Adjusted EBITDA and weekly sales) .
- High attendance and regular executive sessions indicate engaged oversight; strong shareholder support on say‑on‑pay (96%) underscores investor confidence in pay governance .
- Robust director ownership guideline with confirmed compliance; prohibitions on hedging/pledging; clawback policy in place (broader culture of alignment) .
- Potential watch‑items (not red flags)
- Activist/strategic holder presence on the Board via Act III (Elbogen) and cooperation agreement could influence compensation or strategic priorities; continued transparency on independence and committee decisions mitigates concerns .
- Committee workload: Compensation Committee held six meetings in 2024; continued monitoring of rigor around metric-setting and discretion is appropriate .
- No red flags identified for Ms. Chaurasia: no related‑party transactions disclosed; independent status confirmed; director compensation mix is conventional (cash retainer plus time‑vested RSUs), with guideline compliance supporting alignment .
Overall, Ms. Chaurasia’s profile aligns with investor expectations for an independent Compensation Chair: deep HR/compensation background, high engagement, and a pay framework increasingly tilted toward performance equity (at the executive level) while maintaining standard, aligned director pay structure .