Gregory A. Trojan
BJs RESTAURANTSAbout Gregory A. Trojan
Gregory (“Greg”) A. Trojan, age 64, has served on BJ’s Restaurants, Inc.’s Board since December 2012. He is the company’s retired Chief Executive Officer (CEO) and previously served as President; the Board currently classifies him as non‑independent due to his recent executive service. Trojan’s career includes senior leadership across retail, consumer, and restaurant businesses, positioning him as a strategic advisor on growth, operations, and brand development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Restaurants, Inc. | Chief Executive Officer; President | CEO: Feb 2013–Aug 2021; President: Dec 2012–Jan 2018 | Led strategic positioning and expansion plans; post‑CEO advisor as director |
| Guitar Center, Inc. | President, CEO, Director; previously President, COO, Director | Nov 2010–Nov 2012; Oct 2007–Nov 2010 | National retail leadership; scaling and operational execution |
| House of Blues Entertainment, Inc. | Chief Executive Officer; President | CEO: 1998–2006; President: 1996–1998 | Multi‑unit venues and media properties; entertainment operations |
| PepsiCo, Inc. (incl. California Pizza Kitchen) | Various roles including CEO of California Pizza Kitchen (when owned by PepsiCo) | 1990–1996 | Restaurant leadership under a CPG/restaurant conglomerate |
| Bain & Company; Wharton SBDC; Arthur Andersen & Co. | Consultant | Early career | Strategy, small business development, and accounting foundations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Casey’s General Stores, Inc. (NASDAQ: CASY) | Director | Since July 2021 | Convenience stores and fuel retail; consumer operations expertise |
| Oakley, Inc. | Director | Jun 2005–Nov 2007 | Consumer/retail brand oversight |
| Domino’s Pizza, Inc. (NYSE: DPZ) | Director | Mar 2010–Nov 2017 | Large QSR pizza chain; restaurant industry insights |
Board Governance
- Independence: The Board affirmed in March 2025 that Trojan is not independent due to his recent CEO service; all other nominees except the interim CEO were independent .
- Committee assignments: None. Trojan is a member of the Board but does not serve on Audit, Compensation, or Governance & Nominating Committees .
- Attendance & engagement: The Board met 10 times in fiscal 2024; each director attended ≥75% of Board and applicable committee meetings; non‑employee directors held executive sessions after each quarterly meeting .
- Majority voting & sessions: BJRI maintains a majority voting policy for directors and regular independent director executive sessions, with the independent Board Chair (no separate Lead Independent Director) .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $70,000 | Fees earned in cash |
| RSU grant fair value | $110,013 | Annual RSU award value under prior $110k program; 2024 annual grants made Jan 15, 2024; later increased to $125k mid‑year for future grants |
| All other compensation | $1,000 | Consulting fees under legacy agreement (terminated Jan 31, 2024) |
| Committee fees | $0 | No committee service |
| Total | $184,013 |
Program structure (non‑employee directors as of June 18, 2024): cash retainer $75,000; annual RSUs $125,000 (one‑year vest); committee member/chair retainers; additional retainers/RSUs for non‑employee Board Chair; prohibition on hedging/pledging; stock ownership guideline equal to $375,000 (5x cash retainer). All non‑employee directors are in compliance with the guidelines .
Performance Compensation
BJRI does not use performance‑conditioned equity for non‑employee directors; director equity is time‑vested RSUs intended to align with shareholders. The following summarizes Trojan’s FY2024 director equity:
| Grant Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs | Jan 15, 2024 | 3,453 RSUs | One-year cliff vest | Determined by dividing approved dollar value by closing price on grant date |
No director performance metrics or PSU awards apply to non‑employee directors; RSUs are time‑based and intended for alignment, not performance pay .
Other Directorships & Interlocks
| External Board | Potential Interlocks/Conflicts |
|---|---|
| Casey’s General Stores (CASY) | Retail/consumer adjacency; no disclosed supplier/customer conflict with BJRI . |
| Domino’s Pizza (DPZ) (prior) | Restaurant sector experience; prior service only; no current conflict . |
| Oakley (prior) | Consumer brand exposure; prior service only . |
Network: Another BJRI director (Noah Elbogen) is Partner/CFO at Act III Holdings, with a cooperation agreement and warrant terms extended to 2027; governance processes disclosed, but Trojan has no disclosed affiliation with Act III .
Expertise & Qualifications
- Former CEO and President across multi‑unit restaurants, entertainment venues, and national retail; strong strategic and operational depth .
- Prior PepsiCo/California Pizza Kitchen leadership; brand and unit economics expertise .
- Early consulting and accounting experience (Bain, Wharton SBDC, Arthur Andersen) informs analytic rigor .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 345,736 | Includes 152,339 shares owned and 193,397 shares via exercisable options . |
| Percent of class | 1.5% | Based on 22,316,165 shares outstanding as of Apr 14, 2025 . |
| Unvested director RSUs (12/31/2024) | 3,453 | Director annual grant (Jan 2024) |
| Options exercisable (12/31/2024) | 208,381 | Granted during CEO tenure |
| Hedging/Pledging | Prohibited | Applies to directors and executives |
| Ownership guideline | $375,000 required; in compliance | Measured annually; all directors compliant |
Governance Assessment
- Independence and committee roles: Trojan is not independent due to his recent CEO service and does not serve on key committees—mitigating direct oversight influence but still a consideration for board effectiveness and perceived objectivity .
- Attendance and engagement: Board and committees met regularly; directors met attendance thresholds and held routine executive sessions—positive for governance discipline .
- Compensation alignment: Director pay is modestly split between cash and time‑vested RSUs; stock ownership guidelines and anti‑hedging/pledging policies support alignment; no performance‑conditioned director equity reduces potential short‑termism risk .
- Related‑party exposure: A consulting agreement paid $1,000/month and continued vesting/health coverage; the agreement ended Jan 31, 2024—limited dollar value and no ongoing arrangement, but it represents prior related‑party exposure requiring monitoring .
- Ownership skin‑in‑the‑game: 1.5% beneficial ownership with substantial option exposure from CEO tenure—strong alignment, though option‑heavy mix derives from prior executive role .
Red Flags
- Non‑independence due to recent CEO role (optics for board objectivity) .
- Prior related‑party consulting agreement (terminated; monitor re‑emergence) .
Positive Signals
- Compliance with robust stock ownership guidelines; prohibitions on hedging/pledging .
- Adequate attendance and regular independent executive sessions .
- No current committee control, reducing potential conflicts in sensitive oversight areas .