Julius W. Robinson, Jr.
BJs RESTAURANTSAbout Julius W. Robinson, Jr.
Independent director (since January 2022), age 52, currently Chief Operating Officer, Western U.S. and Gaylord Hotels Nationwide at Marriott International; nearly three decades of hospitality leadership spanning sales, marketing, brand, franchising, and revenue management at Marriott. On BJRI’s board, he brings strategic, operational, and brand insights; he is independent under NASDAQ/SEC rules and met expected attendance thresholds in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | COO, Western U.S. & Gaylord Hotels Nationwide | Current | Responsible for Sales, Operating Profit, Guest/Associate Satisfaction; broad operational oversight |
| Marriott International | Chief Sales & Chief Marketing Officer (U.S. & Canada) | Prior | Led commercial strategy across the U.S./Canada portfolio |
| Marriott International | SVP & Global Brand Leader (Marriott Hotels, Sheraton) | Prior | Stewarded global brand strategy and execution |
| Marriott International | Global Brand Leader (Autograph Collection, Tribute Portfolio) | Prior | Led Marriott’s entry into independent/boutique brands |
| Marriott International | VP Global Sales; VP Brand Franchising; Regional VP Revenue Management (Eastern U.S.) | Prior | Commercial, franchise, and pricing leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Marriott International (NYSE: MAR) | COO, Western U.S. & Gaylord Hotels Nationwide | Active (executive role, not a MAR director) |
Board Governance
- Committee assignments (current): Audit Committee member (joined January 2025); Compensation Committee member. Not a chair; Audit Chair = James A. Dal Pozzo; Compensation Chair = Bina Chaurasia; Governance & Nominating Chair = Janet M. Sherlock .
- Independence: Board affirmed independence for all nominees except Richmond (Interim CEO) and Trojan (recent CEO); Robinson deemed independent .
- Attendance and engagement: Board met 10 times in FY2024; each director attended ≥75% of aggregate Board and applicable committee meetings; non-employee directors meet in executive session at each quarterly meeting, evidencing active oversight .
- Board leadership: Independent Chair (Lea Anne S. Ottinger); no Lead Independent Director deemed necessary after prior Chair’s retirement .
| BJRI Committees (as of 2025) | Robinson’s Role |
|---|---|
| Audit Committee | Member (joined Jan 2025) |
| Compensation Committee | Member |
| Governance & Nominating | Not a current member (served until Dec 2024) |
Fixed Compensation
- Program design (effective June 18, 2024):
- Annual director cash retainer: $75,000; annual RSU grant: $125,000 (vests one year); non-chair committee retainers: Audit $12,500, Compensation $10,000, Governance $10,000; committee chairs: Audit $25,000, Compensation $20,000, Governance $20,000; additional Chair of Board cash $55,000 and RSUs $60,000 .
- Actual FY2024 director compensation (Robinson):
- Cash fees: $84,250; Stock awards (RSUs grant-date fair value): $110,013; Total: $194,263 .
| FY2024 Robinson Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 84,250 |
| Stock Awards (RSUs, grant-date fair value) | 110,013 |
| Total | 194,263 |
Performance Compensation
- Directors: No performance-based metrics; annual RSUs vest time-based (one year), aligning with shareholders while preserving independence from management targets .
- Company incentive metrics (context for pay-for-performance culture affecting board oversight of incentives): FY2024 AIP based on Weekly Sales Average (30% weight) and Adjusted EBITDA (70%); payout approved at 73% of target, signaling disciplined performance linkage .
| FY2024 AIP Metric | Weight | Target Range | Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|
| Weekly Sales Average | 30% | $121,500–$123,900 | $120,392 | 80% | 24% |
| Adjusted EBITDA | 70% | $125.5–$131.9M | $120.9M (adjusted) | 70% | 49% |
| Total | 100% | — | — | — | 73% |
- Long-term equity for executives (oversight by Robinson’s Compensation Committee): PSUs on relative TSR vs. proxy peer group (0–150% vest; negative TSR capped at 100%), RSUs and options (three-year vest) — evidencing strong shareholder alignment and risk controls .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Robinson in BJRI’s proxy; external role is an executive position at Marriott International (public company), not a board seat .
- Interlocks/related party transactions: BJRI’s “Certain Relationships and Related Party Transactions” section discloses a consulting agreement with Gregory Trojan and Act III warrant arrangements; no transactions disclosed involving Robinson or Marriott, supporting independence and low conflict risk .
Expertise & Qualifications
- Deep hospitality operations, brand leadership, commercial strategy, franchising, and revenue management experience from Marriott, bringing relevant insights on multi-unit operations, brand stewardship, and customer satisfaction to BJRI’s Audit and Compensation oversight .
Equity Ownership
- Beneficial ownership: 10,093 BJRI shares as of April 14, 2025 (Record Date). BJRI had 22,316,165 shares outstanding; Robinson’s ownership ≈0.05% of outstanding, consistent with disclosure as <1% (*) .
- Unvested equity (director awards as of Dec 31, 2024): 3,453 unvested RSUs; options: none. Annual director RSUs vest after one year, promoting alignment .
- Stock ownership guidelines: Directors must hold BJRI stock equal to $375,000 (five times $75,000 cash retainer); compliance measured annually; hedging/pledging prohibited; all directors currently in compliance .
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 10,093 |
| % of Outstanding Shares | ~0.05% (10,093 / 22,316,165) |
| Unvested RSUs | 3,453 |
| Options (exercisable/unexercisable) | None |
| Director Ownership Guideline | $375,000; all directors in compliance |
| Hedging/Pledging | Prohibited |
Governance Assessment
- Strengths:
- Independence affirmed; dual committee membership (Audit, Compensation) strengthens oversight of financial reporting, cybersecurity, incentive design, and risk controls .
- Attendance at or above threshold; quarterly executive sessions reinforce independent oversight .
- Director pay mix weighted to equity with time-based vesting; robust stock ownership guideline; hedging/pledging prohibited — good alignment signals .
- Compensation governance: independent consultant (FW Cook), clawback policy on equity/cash incentives, and no single-trigger CIC equity acceleration (except awards not retained) — investor-friendly structures .
- Say-on-Pay support: 96% approval in June 2024, indicating strong investor endorsement of pay programs and oversight .
- Potential conflicts and mitigants:
- External executive role at Marriott (large hospitality company). No BJRI-related party transactions with Marriott disclosed; independence reaffirmed in 2025 review; Governance & Nominating considers time commitments and other board service in nominations, mitigating conflict/overboarding risks .
- RED FLAGS: None disclosed for Robinson — no related-party transactions, no pledging/hedging, and attendance met expectations .
Overall: Robinson enhances board effectiveness via hospitality operations acumen, serves on key oversight committees, maintains independence and alignment through equity ownership and guidelines, and is unencumbered by disclosed related-party conflicts — supportive of investor confidence .