C. Bradford Richmond
BJs RESTAURANTSAbout C. Bradford Richmond
C. Bradford Richmond (age 66) has served as BJ’s Restaurants’ Interim Chief Executive Officer since August 28, 2024 and as a director since February 2024; due to his executive role, he is not considered independent under NASDAQ/SEC rules . A Certified Public Accountant with 40+ years of restaurant-industry finance and operations experience (including CFO of Darden Restaurants), he is qualified as an Audit Committee financial expert but does not serve on committees while acting as Interim CEO . The Board met 10 times in fiscal 2024 and each director attended at least 75% of Board and applicable committee meetings; non-employee directors held executive sessions quarterly .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Darden Restaurants, Inc. (NYSE: DRI) | Chief Financial Officer | 2006–2015 | Led finance at largest U.S. casual dining operator; audit-quality, capital allocation experience |
| Darden Restaurants, Inc. | Corporate Controller | 2005–2006 | Oversight of accounting controls |
| Red Lobster; Olive Garden | Executive-level finance and strategic planning roles | Prior to 2005 | Brand-level finance and planning expertise |
| Price Waterhouse & Cooper | Senior Auditor | Early career | CPA; public-company audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Coast Entertainment Holdings Limited (ASX: CEH) | Director | Sep 2017–Nov 2024 | Public company directorship; ended Nov 2024 |
Board Governance
- Independence: Not independent while serving as Interim CEO; all other director nominees except Messrs. Richmond and Trojan were deemed independent in March 2025 .
- Committees: None (does not serve on committees due to executive role) .
- Board attendance: 10 meetings in fiscal 2024; each director attended ≥75% of Board and applicable committee meetings; executive sessions of non-employee directors after each quarterly Board meeting .
- Leadership: Independent Chair (Lea Anne S. Ottinger); no separate Lead Independent Director needed following Chair transition .
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Monthly cash compensation | $40,000 | Aug 28, 2024–Aug 22, 2025 (unless earlier terminated) | Per Interim CEO employment agreement |
| Monthly housing allowance | $7,500 | Same as above | Per employment agreement |
| 2024 Salary paid | $164,384 | FY2024 | Reported in Summary Compensation Table |
| Pre-employment director cash fees | $56,875 | 2024 | Included in “All Other Compensation” |
| Group term life insurance (perqs) | $198 | 2024 | Included in “All Other Compensation” |
| Auto allowance (perqs) | $5,241 | 2024 | Included in “All Other Compensation” |
| AIP eligibility | Not eligible | 2024 | Not eligible for AIP given interim role |
Performance Compensation
| Award Type | Grant Date | Units/Strike | Grant-Date Fair Value | Vesting / Terms |
|---|---|---|---|---|
| RSU (Director initial) | Mar 15, 2024 | 3,137 shares | $110,015 | Non-employee director RSUs vest after one year |
| RSU (Interim CEO grant) | Aug 28, 2024 | 11,268 shares | $360,013 | Vests upon termination of Interim CEO service pro rata to months served/12 |
| Stock Options (Interim CEO grant) | Aug 28, 2024 | 19,024 options @ $31.95 | $359,584 | Cliff vest Aug 28, 2025; 10-year term |
| Clawback applicability | — | — | — | Company clawback policy covers cash/equity incentives and equity plan awards |
Performance metric framework (company-wide, Richmond not eligible for AIP in 2024):
| Metric | Threshold | Target | Maximum | Weight | 2024 Result | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Weekly Sales Average | $116,600 | $121,500–$123,900 | $128,800 | 30% | $120,392 | 80% | 24% |
| Adjusted EBITDA | $109.4M | $125.5M–$131.9M | $148.0M | 70% | $120.9M (AIP-adjusted) | 70% | 49% |
| Total Payout (AIP) | — | — | — | 100% | — | — | 73% |
Other Directorships & Interlocks
- Board interlock: Director Noah A. Elbogen is Partner and CFO of Act III Holdings; BJ’s entered a cooperation agreement with Act III on Dec 30, 2024, including a warrant extension to May 4, 2027 and voting/standstill commitments—raising influence considerations for board dynamics (Elbogen is independent; Richmond not independent during interim CEO service) . Details of cooperation agreement noted in the proxy and 8-K .
Expertise & Qualifications
- CPA; Audit Committee financial expert qualification by experience (not serving on Audit Committee due to executive status) .
- Senior public-company finance leadership (CFO of Darden; controller; brand finance roles), plus public-company board experience (CEH) .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 20,275 shares; <1% of class |
| Shares outstanding (record date) | 22,316,165 (Apr 14, 2025) |
| Unvested RSUs at 12/31/2024 | 3,137 ($110,234 market value); 11,268 ($395,958 market value) |
| Options outstanding | 19,024 unexercisable (exercise price $31.95; expire 8/28/2034; cliff vest 8/28/2025) |
| Hedging/pledging | Prohibited for directors/executives |
| Director stock ownership guideline | 5× annual base cash retainer ($375,000 requirement); compliance measured annually; all directors currently compliant |
| Applicable guideline for Richmond | Subject to director stock ownership guidelines (not CEO guidelines) given interim nature of appointment |
Fixed Compensation (Director Program Reference)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Quarterly installments |
| Annual RSU (non-employee director) | $125,000 grant-date fair value | Vests after one year |
| Committee chair retainers | Audit $25,000; Comp $20,000; Governance $20,000 | Quarterly installments |
| Committee member retainers | Audit $12,500; Comp $10,000; Governance $10,000 | Quarterly installments |
| Board Chair additional compensation | $55,000 cash + $60,000 RSU | Non-employee Chair only |
Note: Richmond ceased separate director compensation upon becoming Interim CEO in August 2024; pre-employment director grant of 3,137 RSUs on March 15, 2024 and cash fees are reflected in his 2024 compensation .
Performance Compensation (Company LTIs Reference)
| Instrument | Typical Design | 2024 Design | 2025 Changes |
|---|---|---|---|
| Stock Options | 1/3 of LTI; 3-year annual vest; 10-year term | 1/3 options for executives; Richmond’s interim grant was 1/2 options | Weighting 20% of LTI |
| RSUs | 1/3 of LTI; 3-year annual vest | 1/3 RSUs for executives; Richmond’s interim grant was 1/2 RSUs | Weighting 20% of LTI |
| PSUs | 1/3 of LTI; 3-year cliff vest; relative TSR vs peer group | 2024 PSU payout scale: 50%–150% of target; cap at 100% if TSR negative | Weighting increased to 60% of LTI (relative TSR retained) |
Governance Assessment
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Strengths:
- Deep public-company finance expertise; CPA and Audit Committee financial expert credentials; extensive operational finance at brand leaders (Darden) enhances board oversight on capital allocation and controls .
- Transparent interim CEO agreement with modest cash and equity-heavy pay; clawback policy applies; prohibitions on hedging/pledging and robust director/executive ownership guidelines bolster alignment .
- Board independence and governance processes (independent Chair; majority voting policy; executive sessions; committee charters and annual independence review) support board effectiveness .
-
Watch items / potential red flags:
- Independence: Richmond is not independent during interim CEO tenure, reducing independent board representation; he does not serve on key oversight committees while CEO, concentrating operational influence .
- Equity vesting on termination: Interim CEO grant vests pro rata upon end of interim service regardless of performance; while compensating for below-market cash, it reduces at-risk pay linkage and could be viewed as guaranteed equity vesting .
- Activist/strategic investor influence: Act III cooperation agreement (and director Elbogen’s role at Act III) may create perceived influence/interlock dynamics; however agreement includes standstill and voting commitments .
- Related-party: No Richmond-specific related-party transactions disclosed; legacy consulting arrangement existed with former CEO Trojan (ended Jan 31, 2024) .
-
Investor sentiment indicators:
- 2024 Say-on-Pay approval of 96% suggests broad shareholder support for compensation philosophy and governance practices .
Other Directorships & Interlocks
| Person/Entity | Relationship | Relevance |
|---|---|---|
| Noah A. Elbogen | BJRI Director; Partner & CFO, Act III | Act III cooperation agreement in place; governance influence considerations |
| Act III Warrant | Warrant extended to May 4, 2027 | Potential dilution; investor alignment considerations |
Equity Ownership
| Category | Shares | % of Class |
|---|---|---|
| Beneficial ownership (Richmond) | 20,275 | <1% |
Unvested/Outstanding Awards at 12/31/2024:
| Award | Quantity | Market Value/Terms |
|---|---|---|
| RSUs (Mar 15, 2024) | 3,137 | $110,234 market value; vest one year (director grant) |
| RSUs (Aug 28, 2024) | 11,268 | $395,958 market value; vest pro rata upon termination of interim service |
| Options (Aug 28, 2024) | 19,024 | $31.95 strike; cliff vest Aug 28, 2025; expire Aug 28, 2034 |
Stock ownership guidelines and restrictions:
- Directors: 5× annual base cash retainer ($375,000 value); compliance measured annually; all directors compliant; hedging/pledging prohibited .
- Richmond: Continues under director guideline due to interim nature; executive hedging/pledging prohibited .
Notes on Compensation Peer Group and Performance Linkage
- Peer group used for benchmarking and 2024–2025 PSU relative TSR: 16-chain restaurant peers (e.g., Texas Roadhouse, Cheesecake Factory, Brinker, etc.) .
- Key performance measures linking pay and performance: Adjusted EBITDA, Comparable Sales vs Black Box, Weekly Sales Average .
Governance Conclusion
Richmond brings strong financial controls and strategic finance credibility to BJRI’s board, but his interim CEO status means he is not independent and does not serve on oversight committees, slightly weakening near-term structural independence . Equity vesting terms tied to tenure rather than performance for the interim grant warrant monitoring, though overall clawback, ownership guidelines, and hedging/pledging prohibitions provide alignment safeguards . The Act III cooperation agreement and presence of Act III’s CFO on the Board represent an influence dynamic that appears mitigated by standstill/voting commitments; investors should watch for continued transparent disclosures and independent oversight of strategic initiatives .