Gregory S. Lynds
BJs RESTAURANTSAbout Gregory S. Lynds
Executive Vice President and Chief Development Officer at BJ’s Restaurants, Inc.; named executive officer (“NEO”) in the latest proxy. FY2024 performance incentives for executives were tied to Weekly Sales Average (30% weight) and Adjusted EBITDA (70% weight), paying out at 73% of target; PSUs for 2024 are based on relative TSR versus the proxy peer group with a 3-year cliff vest and a 0–150% payout scale, capped at 100% if TSR is negative . Company performance context: FY2024 revenues ~$1.4B and Adjusted EBITDA $117.1M; Adjusted diluted EPS increased 36.5% YoY, while comparable restaurant sales rose 1.2% .
Past Roles
Not disclosed in latest proxy materials for executive officers .
External Roles
Not disclosed in latest proxy materials for executive officers .
Fixed Compensation
Multi-year compensation for Gregory S. Lynds:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $397,500 | $407,500 | $418,000 |
| Target Bonus ($) | — | $244,500 (60% of base) | $250,800 (60% of base) |
| Actual Bonus ($) | $132,876 | $232,275 | $183,827 |
| Stock Awards ($ grant-date fair value) | $150,056 | $166,729 | $191,819 |
| Option Awards ($ grant-date fair value) | $74,984 | $83,255 | $91,573 |
| All Other Compensation ($) | $9,192 (life insurance $792; auto allowance $8,400) | $9,192 (life insurance $792; auto allowance $8,400) | $9,192 (life insurance $792; auto allowance $8,400) |
Compensation structure and governance highlights:
- FY2024 AIP metrics: Weekly Sales Average (30%) and Adjusted EBITDA (70%); payout approved at 73% of target .
- FY2025 AIP retains 30%/70% weighting and adds an individual performance multiplier (0.85–1.15) .
- Equity grant timing: annual grant date generally January 15; RSUs vest in 3 equal annual installments; options have 10-year terms and vest annually over 3 years .
Performance Compensation
FY2024 Annual Cash Incentive (AIP) metrics and payout:
| Metric | Weight | Target | Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|
| Weekly Sales Average | 30% | $121,500–$123,900 | $120,392 | 80% | 24% |
| Adjusted EBITDA | 70% | $125.5M–$131.9M | $120.9M (AIP-adjusted) | 70% | 49% |
| Total AIP Payout | 100% | — | — | — | 73% |
FY2024 Long-Term Incentives (LTI):
| Instrument | Weight | Metric | Vesting | Target Award | Payout Scale |
|---|---|---|---|---|---|
| RSUs | ~1/3 of LTI | Stock price alignment | 3 equal annual tranches | 2,878 shares (01/15/2024 grant) | n/a |
| Stock Options | ~1/3 of LTI | Stock price appreciation | 3 equal annual tranches; 10-year term | 4,856 options @ $31.86 (01/15/2024 grant) | n/a |
| PSUs | ~1/3 of LTI | Relative TSR vs proxy peer group | 3-year cliff (2024–2026); capped ≤100% if TSR negative | Target 2,878 (threshold 1,439; max 4,317) | 0–150% (25th=50%; 50th=100%; 75th=150%) |
Context and trend:
- 2025 program shifts to heavier PSUs: PSUs 60%, RSUs 20%, Options 20%, maintaining relative TSR design .
- 2022 PSU outcome vested at 142% based on 3-year average comparable sales vs Black Box casual dining index .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 38,701 common shares |
| Ownership % of Shares Outstanding | ~0.17% (38,701 / 22,316,165) |
| Stock Ownership Guidelines (Executives) | EVP required to hold 1.5x base salary; compliance measured annually; officers are compliant or within timeframe |
| Hedging/Pledging | Prohibited for directors and executive officers |
| RSUs Unvested (12/31/2024) | 2,878 shares; market value $101,133 |
| PSUs Unvested (12/31/2024) | 2,878 shares; market value $101,133 |
| Options – Exercisable (aggregation per proxy ownership table) | Up to 41,257 shares exercisable within 60 days |
| Options – Unexercisable by Grant | 01/15/2022: 1,438 (vest commencing 01/15/2023) ; 01/15/2023: 3,030 (vest commencing 01/15/2024) ; 01/15/2024: 4,856 (vest commencing 01/15/2025) |
| Options – Strike & Expiration | 01/15/2022: $32.27; exp 01/15/2032 ; 01/15/2023: $31.34; exp 01/15/2033 ; 01/15/2024: $31.86; exp 01/15/2034 |
| 2025 Option Grant (Form 4) | 2,668 options @ $34.28; vest 33.3% annually beginning 01/15/2026; exp 01/15/2035 |
Insider trading and vesting-related flows:
- Reported option grant on 01/15/2025 with vesting beginning 01/15/2026; Form 4/A (09/12/2025) corrected minor typographical error in the number of derivative securities .
Employment Terms
| Provision | Detail |
|---|---|
| Severance (termination without cause) | Executive Vice Presidents: 12 months base salary and 12 months COBRA payments (release required) ; Lynds modeled at $418,000 cash and $16,821 health benefits (no equity acceleration) |
| Change in Control (CIC) – Double Trigger | Equity vests upon a termination other than for misconduct or for good reason within 12 months following a CIC; Lynds modeled at $418,000 cash, $498,544 equity vesting, and $16,821 health benefits |
| Clawback | Amended and restated in 2023 pursuant to Nasdaq Rule 10D-1; applies to cash and equity incentives; AIP includes clawback provisions for misconduct |
| Tax Gross-ups | None (shareholder-friendly) |
Compensation Structure Analysis
- Cash vs equity mix: FY2024 non-equity incentive for Lynds fell to $183,827 from $232,275 in FY2023, consistent with AIP payout declining to 73% in 2024 vs a 95% component in 2023, while equity grant fair values rose modestly YoY (RSUs/PSUs/options) .
- Shift to PSUs: 2025 increases PSU weighting to 60%, raising performance sensitivity to relative TSR versus peers; 2024 shifted PSUs from comparable sales to relative TSR with negative TSR cap, reinforcing market-relative accountability .
- Governance safeguards: No option repricing without shareholder approval; prohibition on hedging/pledging; robust clawback; stock ownership guidelines maintained for executives .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96% in favor, supporting the compensation approach; the committee continues to adjust programs for competitiveness and alignment .
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | $1,087,038,000* | $1,283,926,000* | $1,333,229,000* | $1,357,302,000* |
| EBITDA ($) | $60,192,000* | $67,787,000* | $92,876,000* | $108,470,000* |
Values retrieved from S&P Global.*
Additional qualitative performance: FY2024 Adjusted EBITDA $117.1M per proxy reconciliation; comparable sales +1.2%; Adjusted diluted EPS +36.5% YoY .
Investment Implications
- Alignment and at-risk pay: Lynds’ incentives are predominantly performance-based (AIP tied to sales/Adjusted EBITDA; PSUs tied to relative TSR), reinforcing alignment with shareholder value creation and operational discipline .
- Retention and selling pressure: Upcoming equity vesting (RSUs and options from 2024/2023/2022 grants) and newly reported 2025 options (vesting starting 2026) create routine vesting windows, which may lead to tax-withholding or liquidity-driven transactions but not necessarily signal negative outlook; hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Change-in-control economics: Double-trigger vesting framework with cash severance equal to one year of base for EVP role suggests balanced retention economics without excessive golden parachutes; no excise tax gross-ups reduces shareholder-unfriendly optics .
- Program momentum: The 2025 shift to heavier PSU weighting improves performance leverage to market-relative returns; coupled with strong say-on-pay support (96%), compensation governance remains investor-friendly .