James A. Dal Pozzo
BJs RESTAURANTSAbout James A. Dal Pozzo
James (“Jim”) A. Dal Pozzo is an independent director of BJ’s Restaurants, Inc., age 66, serving since January 2001; he chairs the Audit Committee and sits on the Governance and Nominating Committee. He is a Certified Public Accountant and has deep financial, supply chain, and restaurant industry experience from senior roles at The Jacmar Companies and prior work at Peat Marwick. His board tenure is 24 years as of the June 12, 2025 annual meeting, with independence affirmed under SEC and NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Jacmar Companies | Chairman of the Board | Jan 2013–Dec 2019 | Food distribution company servicing restaurants in CA and NV. |
| The Jacmar Companies | Chief Executive Officer | Jan 2013–Dec 2017 | Led holding company with interests in foodservice distribution, restaurants, real estate. |
| The Jacmar Companies | President | 1993–Jan 2013 | Oversaw operations, supply chain, distribution. |
| The Jacmar Companies | CFO & Treasurer | 1987–1992 | Financial leadership; CPA credentials. |
| Ojai Ranch and Investment Company | Chief Financial Officer | 1992 | Corporate finance role. |
| Peat Marwick | CPA (Audit) | 1981–1987 | Specialized in restaurant, distribution, retail, manufacturing industries. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed. |
Board Governance
- Committee leadership and membership (2025 configuration): Dal Pozzo chairs Audit; member of Governance and Nominating; not on Compensation.
- Audit Committee financial expert designation (SEC Item 407): Dal Pozzo qualifies.
- Independence: Board determined he is independent (exceptions were Interim CEO Richmond and former CEO Trojan).
- Attendance and engagement: Board met 10 times in fiscal 2024; each director attended ≥75% of Board and committee meetings on which they served; non-employee directors held executive sessions at each regularly scheduled quarterly Board meeting.
- Board leadership structure: Independent Chair (Lea Anne S. Ottinger); no Lead Independent Director needed post-2024 Chair transition.
| Governance Item | Detail |
|---|---|
| Audit Committee | Chair (Dal Pozzo); members: Elbogen, Robinson, Sherlock; 8 meetings in 2024. |
| Governance & Nominating Committee | Members: Chaurasia, Dal Pozzo, Ottinger, Sherlock (Chair); oversight of ESG and independence assessments. |
| Compensation Committee | Members: Chaurasia (Chair), Ottinger, Robinson; 6 meetings in 2024. |
| Majority Voting Policy | Incumbent director with more “Withhold” than “For” must tender resignation; decision disclosed by Board. |
Fixed Compensation
- Director pay program approved June 18, 2024:
- Annual cash retainer: $75,000 (quarterly).
- Annual RSU award: $125,000 grant-date fair value; one-year vest.
- Committee member retainers: Audit $12,500; Compensation $10,000; Governance $10,000 (non-chair).
- Committee chair retainers: Audit $25,000; Compensation $20,000; Governance $20,000.
- Additional Board Chair retainers: $55,000 cash + $60,000 RSUs, one-year vest.
- Annual grant timing for directors: fifth business day following the Annual Meeting (beginning in 2025).
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| James A. Dal Pozzo (FY2024) | $95,750 | $110,013 | $205,763 |
Additional context:
- FY2024 annual director RSU grants made Jan 15, 2024 at $110,000 value resulted in 3,453 shares to each serving non-employee director; the mid-year program increased to $125,000 thereafter.
- Director outstanding awards at 12/31/2024: Dal Pozzo had 3,453 unvested RSUs and 14,061 options exercisable.
Performance Compensation
- Non-employee director equity is time-based RSUs with one-year vest; no performance metrics apply to director equity.
- Hedging/pledging of BJ’s stock is prohibited for directors; directors are subject to stock ownership guidelines.
| Director Equity Feature | Detail |
|---|---|
| Annual RSU grant | $125,000 grant-date value; one-year vest; shares determined by market price at grant. |
| Grant timing | Fifth business day post-Annual Meeting (beginning 2025). |
| Hedging/Pledging | Prohibited. |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | None disclosed for Dal Pozzo. |
| Prior public boards | None disclosed for Dal Pozzo. |
| Related-party transactions | 2025 proxy lists consulting arrangements (Trojan) and Act III warrant; no Jacmar-related transactions disclosed. |
Expertise & Qualifications
- CPA; Audit Committee financial expert; extensive experience in foodservice distribution, restaurant operations, and real estate development.
- Supply chain and distribution domain expertise; prior CFO roles and board chair experience at Jacmar.
- Long-serving director with governance experience on Audit and Governance committees.
Equity Ownership
- Beneficial ownership (Record Date April 14, 2025): 33,766 shares (<1% of class), including 22,174 shares owned and 11,592 shares issuable upon option exercise within 60 days.
- Shares outstanding as of Record Date: 22,316,165.
- Director stock ownership guidelines: 5× base cash retainer ($375,000); all subject directors are in compliance; hedging/pledging prohibited.
| Holder | Shares Beneficially Owned | % of Class | Breakdown |
|---|---|---|---|
| James A. Dal Pozzo | 33,766 | * | 22,174 shares owned + 11,592 options exercisable within 60 days |
| Shares Outstanding | 22,316,165 | — | — |
Outstanding equity awards (12/31/2024 snapshot):
| Award Type | Quantity | Notes |
|---|---|---|
| Unvested RSUs | 3,453 | Director annual grant (Jan 15, 2024). |
| Options exercisable | 14,061 | Director legacy option holdings. |
Insider Trades
| Filing Date | Form | Summary/Link |
|---|---|---|
| Jan 16, 2025 | Form 4 | Reported changes in beneficial ownership; see SEC filing index. |
| Jan 17, 2025 | Form 4 | Reported changes in beneficial ownership; see SEC filing index. |
| Jun 20, 2025 | Form 4 | Reported changes in beneficial ownership (likely director grant timing post-Annual Meeting); see SEC filing index. |
Note: Director grant date changed starting 2025 to fifth business day after the Annual Meeting; filings around June 20, 2025 align with grant timing.
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-designated financial expert; active executive sessions; majority voting policy; robust committee oversight and regular meeting cadence.
- Alignment: Complies with director stock ownership guidelines (≥$375,000), with hedging/pledging prohibited, and receives equity (RSUs) that vests over one year to align interests.
- Compensation: FY2024 director pay balanced between cash ($95,750) and equity ($110,013); committee chair retainer applicable due to Audit Chair role.
- Attendance/Engagement: Board met 10 times in FY2024; directors ≥75% attendance; Audit Committee met 8 times.
- Potential investor considerations: Long tenure (24 years) increases focus on continued independence; mitigated by annual independence review and majority voting with resignation tender if “Withhold” exceeds “For”.
- Conflicts/Related-party exposure: 2025 proxy does not disclose Jacmar-related transactions; Board maintains procedures to review related-person transactions, with independent oversight.
- Shareholder sentiment: Say-on-Pay support was 96% at June 2024 meeting, indicating general approval of compensation governance (context for board oversight).
RED FLAGS observed: None disclosed for Dal Pozzo on attendance, related-party transactions, hedging/pledging, or Section 16 compliance; delinquent filings were reported as none for directors.
Director Compensation Structure (Reference)
| Component | Amount | Vesting/Timing |
|---|---|---|
| Board cash retainer | $75,000 per year (quarterly) | Ongoing |
| Annual RSU grant | $125,000 grant-date FV; shares by closing price | One-year vest |
| Audit Committee member retainer | $12,500 per year | Ongoing |
| Audit Committee chair retainer | $25,000 per year | Ongoing |
| Board Chair supplemental cash | $55,000 per year | Ongoing |
| Board Chair supplemental RSU | $60,000 grant-date FV; one-year vest | Annual |
| Director grant timing | Fifth business day after Annual Meeting (from 2025) | Annual |
| 2024 annual director RSUs | 3,453 shares (Jan 15, 2024 grants at $110,000) | Three equal annual installments (legacy for exec awards); directors’ RSUs vest one year per new policy |
Stock Ownership Guidelines (Directors)
- Requirement: ≥$375,000 (5× $75,000 cash retainer).
- Compliance: All subject directors are in compliance; hedging/pledging prohibited; “net shares” retention until compliant if short.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay support: 96% approval at June 2024 annual meeting; Compensation Committee considered and maintained pay-for-performance design (RSU/PSU/options mix for executives, not directors).
Notes on Compensation Committee & Peer Group (Context)
- Independent consultant FW Cook supports compensation benchmarking; program governance includes clawbacks and stock ownership guidelines.
- Proxy peer group used for benchmarking executive comp and PSU TSR metrics; not directly applicable to director pay.
All citations reference BJ’s Restaurants, Inc. 2025 Definitive Proxy Statement unless otherwise linked.