Janet M. Sherlock
BJs RESTAURANTSAbout Janet M. Sherlock
Dr. Janet M. Sherlock (age 59) has served on BJ’s Restaurants’ board since January 2019. She is an independent director and currently chairs the Governance and Nominating Committee and serves on the Audit Committee. Her background is in technology leadership and digital transformation for global consumer brands, with specific cybersecurity and information systems expertise relevant to Audit oversight. Since October 2024, she has been Founder and Chief Executive Officer of org.works, an organizational management consulting firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ralph Lauren Corporation | Chief Digital and Technology Officer | Aug 2017 – Sep 2024 | Led digital and technology strategy at a global consumer brand; experience cited for cybersecurity/information systems oversight on Audit . |
| Carter’s, Inc. | Chief Information Officer | Jan 2010 – Jul 2017 | CIO for global manufacturer/retailer of children’s apparel; digital and omni-channel operations . |
| Gartner | Led Digital and Omni-Channel practice | Oct 2008 – Dec 2009 | Advisory experience in digital/omni-channel strategy . |
| Calico Corners/Everfast; Guess?; BP; ExxonMobil | Business and technology leadership roles | 1998 – 2008 | Broad technology and operations leadership experience across retail and energy . |
External Roles
| Organization | Role | Start | Board/Committee |
|---|---|---|---|
| org.works | Founder and Chief Executive Officer | Oct 2024 | Private organizational management consulting firm (not a public company board) . |
| Other public company directorships | — | — | None disclosed in BJRI’s 2025 proxy biography for Dr. Sherlock . |
Board Governance
| Body | Role | Since | Meetings FY2024 | Notes |
|---|---|---|---|---|
| Board of Directors | Independent Director | Jan 2019 | 10 | Each director attended ≥75% of Board and committee meetings; non-employee directors held executive sessions after each regularly scheduled quarterly Board meeting . |
| Governance & Nominating Committee | Chair | Jun 2024 | Conducted business within context of seven regularly scheduled quarterly Board meetings | Oversees governance guidelines, independence reviews, board/committee evaluations, director recruitment, and ESG oversight . |
| Audit Committee | Member | — | 8 | All members independent under NASDAQ/SEC rules; Audit Committee oversees financial reporting, internal controls, ERM, and cybersecurity; current members: Dal Pozzo (Chair), Elbogen, Robinson, Sherlock . |
| Independence status | Independent Director | Mar 2025 determination | — | Board affirmatively determined all nominees except Richmond and Trojan are independent; Sherlock is independent . |
Fixed Compensation (Non-Employee Director Pay)
| Component | Structure/Amount | Timing/Vesting | Source |
|---|---|---|---|
| Annual cash retainer | $75,000 | Payable quarterly | Approved June 18, 2024 . |
| Committee member retainers | Audit $12,500; Compensation $10,000; Governance & Nominating $10,000 | Payable quarterly | Approved June 18, 2024 . |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $20,000; Governance & Nominating Chair $20,000 | Payable quarterly | Approved June 18, 2024 . |
| Chair of the Board (non-employee) | +$55,000 cash | Payable quarterly | Approved June 18, 2024 . |
| Annual equity grant (RSUs) | $125,000 grant-date fair value | Vests 1-year from grant date; grant date set to 5th business day after Annual Meeting | Approved June 18, 2024 . |
| Additional Chair equity | +$60,000 (RSUs) | Vests 1-year from grant date | Approved June 18, 2024 . |
| 2024 actual grant (pre-change) | Annual RSU award of 3,453 shares (based on $110,000 value prior to mid-year increase) | Granted Jan 15, 2024; 1-year vest | 2025 proxy explanatory note . |
| Reimbursements | Travel/expenses; director education | Ongoing | 2025 proxy . |
| Director 2024 Compensation (Actual) | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Janet M. Sherlock | 94,500 | 110,013 | — | 204,513 |
| (All values per 2024 director comp table) . |
Performance Compensation
| Item | Detail | Source |
|---|---|---|
| Annual equity structure | Non-employee director grants are time-based RSUs with 1-year vesting; no performance metrics/PSUs for directors disclosed | Director compensation policy and 2024 grant disclosure . |
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Total beneficial ownership | 18,454 shares of Common Stock | Security ownership table note (16) . |
| % of shares outstanding | <1% (asterisk indicated in ownership table) | Security ownership table . |
| Unvested stock awards outstanding (12/31/24) | 3,453 RSUs unvested | Director awards outstanding table . |
| Options (exercisable/unexercisable) | None disclosed for Sherlock; no options listed outstanding | Director awards outstanding table . |
| Hedging/pledging | Prohibited for all directors | Stock Ownership Guidelines . |
| Director ownership guideline | 5x annual cash retainer ($375,000) within 3 years of joining board | Stock Ownership Guidelines . |
| Compliance status | All non-employee directors are currently in compliance with guidelines | Stock Ownership Guidelines . |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Dr. Sherlock in BJRI’s 2025 proxy biography .
- Interlocks/related entities: Act III Cooperation Agreement noted at company-level; not a Sherlock-related transaction. Board independence affirmed for all nominees other than Richmond and Trojan .
Expertise & Qualifications
- Technology and cyber: Extensive technology leadership and cybersecurity expertise; provides “substantial insight” to Audit Committee on information systems and cybersecurity programs .
- Consumer/retail operating experience: Senior roles at Ralph Lauren and Carter’s; digital and omni-channel depth .
- Governance: Chair of Governance & Nominating; oversees governance guidelines, independence determinations, board/committee evaluations, director recruitment, and ESG oversight .
- Audit financial expert designation: Not designated; Audit Committee financial experts are Dal Pozzo and Elbogen per SEC rules .
Related-Party Transactions and Conflicts
- Related-party transactions: 2025 proxy discloses a consulting agreement with former CEO/Director Gregory A. Trojan and the Act III warrant extension; there is no related-party transaction disclosure involving Dr. Sherlock .
- Independence: Board’s March 2025 review affirmed independence for all directors serving in fiscal 2024 and all nominees except Richmond and Trojan; Sherlock is independent under NASDAQ/SEC rules .
- Stock practices: Directors prohibited from hedging/pledging; all are in compliance with ownership guidelines, supporting alignment .
Attendance & Engagement
- Board/committee attendance: The Board met 10 times in fiscal 2024; each director attended at least 75% of aggregate Board and committee meetings on which they served .
- Executive sessions: Non-employee directors met in executive session after each regularly scheduled quarterly Board meeting .
- Audit Committee: Held 8 meetings in the last fiscal year; Sherlock is a member .
- Compensation Committee: Held 6 meetings; Sherlock is not a member .
Governance Assessment
-
Strengths
- Independent, technology-savvy director with cybersecurity credentials aligned to key operational risks; active Audit Committee member and Chair of Governance & Nominating .
- Solid engagement (≥75% attendance) and participation in executive sessions supports independent oversight .
- Director pay program balances cash and equity with explicit ownership guidelines (5x retainer) and prohibitions on hedging/pledging; compliance reported across directors .
- No disclosed related-party transactions involving Sherlock; independence affirmed in March 2025 review .
-
Watch items
- None specific to Sherlock identified in the proxy; Audit Committee financial expert designation sits with other members, so ensure continued deep finance expertise coverage alongside her cyber/tech strengths .
No red flags identified for Dr. Sherlock regarding conflicts, attendance, or pay anomalies in the latest proxy filings. Compensation is standard for BJRI’s non-employee directors, with time-based RSUs and clear ownership alignment mechanisms .