Kendra D. Miller
BJs RESTAURANTSAbout Kendra D. Miller
Executive Vice President, General Counsel and Corporate Secretary of BJ’s Restaurants, Inc. since September 2021; previously EVP, General Counsel and Assistant Corporate Secretary (Jan 2019–Aug 2021) and SVP, General Counsel and Assistant Corporate Secretary (Mar 2011–Dec 2018). Age 49 as of February 27, 2024, and with BJRI since March 2011, following partner roles at Crowell & Moring LLP and CDF Labor Law LLP and earlier practice at Paul Hastings . Company performance context: FY2024 revenues rose 1.8% to $1.4 billion and Adjusted EBITDA was $117.1 million; adjusted diluted EPS increased 36.5% to $1.47, while cumulative TSR (Dec 31, 2019 baseline) stood at $92.56 versus peer group $139.43 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BJ’s Restaurants, Inc. | EVP, General Counsel & Corporate Secretary | Sep 2021–present | Executive leadership of legal, governance, compliance; corporate secretary responsibilities . |
| BJ’s Restaurants, Inc. | EVP, General Counsel & Assistant Corporate Secretary | Jan 2019–Aug 2021 | Senior legal leadership; supported executive transitions and governance . |
| BJ’s Restaurants, Inc. | SVP, General Counsel & Assistant Corporate Secretary | Mar 2011–Dec 2018 | Built legal function; oversight of contracts, litigation, compliance . |
| Crowell & Moring LLP | Partner | Aug 2008–Feb 2011 | Led labor/employment practice matters; national law firm experience . |
| CDF Labor Law LLP | Attorney → Partner | Jan 2001–Aug 2008 | Labor law specialization; partner in Jan 2008 . |
| Paul Hastings | Associate | Early career | Foundational legal training at global firm . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles or external directorships disclosed for Ms. Miller . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Actual Bonus ($) | Actual Bonus (% of Base) | Source |
|---|---|---|---|---|---|
| 2023 | 385,000 | 60% | 219,450 | 57.0% | |
| 2022 | 365,000 | — | 122,011 | — | |
| 2021 | 350,000 | — | 190,050 | — |
2023 PIP payout approved at 95% of target for NEOs; Ms. Miller’s 2023 actual payout reflects this plan outcome .
Performance Compensation
Annual Incentive Plan (AIP/PIP) Structure and Outcomes
| Year | Metric | Weight | Target | Actual | Payout (%) | Notes |
|---|---|---|---|---|---|---|
| 2024 (AIP) | Weekly Sales Average | 30% | $121.5–$123.9K | $120.392K | 80% (metric) | Company-wide metric; weighted 24% to composite . |
| 2024 (AIP) | Adjusted EBITDA | 70% | $125.5–$131.9M | $120.9M (adjusted) | 70% (metric) | Weighted 49% to composite; total payout 73% . |
| 2025 (AIP design) | Weekly Sales Average | 30% | Set annually | — | — | Design maintained; individual multiplier 0.85–1.15 of bonus opp . |
| 2025 (AIP design) | Adjusted EBITDA | 70% | Set annually | — | — | Maintains pay-for-performance linkage . |
| 2023 (PIP) | Weekly Sales Avg, Adjusted EBITDA, Cost Savings | 70% (financial) | Set annually | Company achieved near-target | 95% (financial comp) | Remaining 30% based on strategic initiatives; overall 95% payout . |
Long-Term Incentive (Equity) Design and Vesting
| Grant Year | Mix | Vesting | Performance Metric | Notes |
|---|---|---|---|---|
| 2025 annual grants | 60% PSUs / 20% RSUs / 20% Options | RSUs/Options: 33.33% annually over 3 years; PSUs: 3-year cliff | Relative TSR | Committee retained relative TSR structure; equity grants at ~Jan 15 cadence . |
| 2023 annual grants | One-third Options / one-third RSUs / one-third PSUs | Options/RSUs: 3 equal annual installments; PSUs: 3-year cliff | 3-year comparable sales vs Black Box (up to 150% earnout) | Target grant values generally at 50th percentile; performance and retention focus . |
Equity Ownership & Alignment
Beneficial Ownership and Option Position
| Holder | Shares Owned | Options Exercisable | Source |
|---|---|---|---|
| Kendra D. Miller | 16,734 | 30,885 |
- Hedging and pledging of BJRI stock are prohibited for directors and executive officers; short sales and derivatives are disallowed per policy .
- Executive stock ownership guideline for Executive Vice Presidents is 1.5x base salary; officers have five years from becoming subject to comply; officers are in compliance or within the timeframe to comply .
Selected Outstanding Option Grants (as of January 2, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 01/15/2015 | 1,655 | — | 47.04 | 01/15/2025 |
| 01/15/2016 | 929 | — | 42.41 | 01/15/2026 |
| 01/15/2017 | 2,768 | — | 35.95 | 01/15/2027 |
| 01/15/2018 | 4,651 | — | 37.70 | 01/15/2028 |
| 01/15/2019 | 4,771 | — | 53.22 | 01/15/2029 |
| 01/15/2020 | 7,163 | — | 38.90 | 01/15/2030 |
| 01/15/2021 | 3,038 | 1,518 | 46.91 | 01/15/2031 |
| 01/15/2022 | 1,439 | 2,876 | 32.27 | 01/15/2032 |
| 01/15/2023 | — | 4,545 | 31.34 | 01/15/2033 |
RSU/PSU balances were not shown for Ms. Miller in the January 2, 2024 “Outstanding Equity Awards” table; company-wide vesting practices are described above .
Deferred Compensation
| Name | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings/Loss ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Year-End ($) |
|---|---|---|---|---|---|
| Kendra D. Miller | 25,312 | — | 56,066 | — | 417,416 |
Employment Terms
Employment Agreement and Severance
- Employment Agreement: Effective March 1, 2011, between BJRI and Kendra D. Miller (on file in 10-K exhibits) .
- Severance practice for EVP (non-CEO): 12 months base salary and COBRA benefits upon termination without cause; equity accelerates only upon qualifying change in control termination under plan definitions .
- Change-in-control equity vesting: For NEOs other than CEO, outstanding equity vests upon termination other than for misconduct or for good reason within 12 months following a change in control; no single-trigger acceleration; awards not retained/replaced may accelerate per plan .
Quantified Potential Payments (as of Jan 2, 2024 scenario)
| Scenario | Cash Payment ($) | Equity Acceleration ($) | Health Benefits ($) |
|---|---|---|---|
| Involuntary termination (unrelated to CoC) | 385,000 | — | 12,896 |
| Qualifying termination following CoC | 385,000 | 459,626 | 12,896 |
Governance Safeguards
- Clawback: Amended in 2023 to comply with Nasdaq Rule 10D-1; applies to cash and equity incentives upon restatement; AIP includes misconduct-related clawback .
- Hedging/Pledging: Prohibited for directors and executive officers; margin accounts and derivatives are disallowed .
- Equity grant timing: Generally January 15 annually and first month of quarter following promotions; options priced at most recent closing price; 10-year option terms .
Investment Implications
- Pay-for-performance alignment: AIP metrics focused on Weekly Sales Average and Adjusted EBITDA with clear thresholds and multipliers; 2024 payout at 73% and 2023 at 95% indicate measured linkage to financial outcomes, reducing overpayment risk while preserving incentive power .
- Retention and selling pressure: Ms. Miller holds meaningful vested/exercisable options and beneficial shares, with prohibitions on hedging/pledging limiting misalignment risk; absence of disclosed RSU/PSU balances at FY2023-end suggests limited near-term forced selling from vesting events, though option expirations begin in 2025–2026 and could prompt exercises/sales as they approach maturity .
- Change-of-control economics: Double-trigger equity vesting and standard EVP severance reduce windfall optics and align with governance best practices; quantified CoC acceleration for Ms. Miller ($459,626 equity) is moderate, mitigating shareholder concern over golden parachutes .
- Ownership alignment: EVP ownership guideline at 1.5x salary and no hedging/pledging permitted; officers are in compliance or within required timeframe, supporting long-term alignment with TSR-based PSUs in 2025 .
- Execution risk: Legal and governance continuity from Ms. Miller’s long tenure may be stabilizing amid leadership transitions and cooperation agreements; rising FY2024 legal costs tied to investor agreements underscore the importance of experienced counsel in managing strategy and risk .