Lea Anne S. Ottinger
BJs RESTAURANTSAbout Lea Anne S. Ottinger
Lea Anne S. Ottinger, age 66, has served on BJ’s Restaurants, Inc.’s board since 2010 and became independent Chair of the Board in June 2024. She founded LMR Advisors in 1998 and brings significant strategic and financial expertise from private equity and M&A advisory; prior roles include Vice President at Berkshire Partners (and predecessor Thomas H. Lee Company) and franchise owner/operator of The Body Shop; she previously served on the public board of Bare Escentuals, Inc. . Her qualifications emphasize audit, compensation, board oversight, and brand-focused operations across over 20 consumer/retail companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LMR Advisors | Founder; Strategic Business & M&A Advisor | 1998–present | Advised on acquisitions, sales, and operations for 20+ middle-market consumer businesses |
| Berkshire Partners (and predecessor Thomas H. Lee Company) | Vice President | 1982–1989 | Private equity investing; strategic/financial management |
| The Body Shop (Washington state franchises) | Franchise Owner/Operator; National Franchisee Representative | 1990–1998 | Operations leadership; brand execution |
| Bare Escentuals, Inc. (NASDAQ: BARE) | Director | 2004–2010 | Audit; ad hoc oversight while company scaled to leading cosmetics brand |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| BJ’s Restaurants, Inc. (NASDAQ: BJRI) | Chair of the Board; Director | 2010–present (Chair since June 2024) | Public | Compensation Committee; Governance & Nominating Committee |
| Bare Escentuals, Inc. (NASDAQ: BARE) | Director | 2004–2010 | Public | Board service during growth phase |
| Savers | Director; Audit Chair | 2000–2018 | Private | Retail/social enterprise; audit leadership |
| BDA, LLC | Board of Advisors | 2014–present | Private | Advisory role; audit committee involvement |
Board Governance
- Independence: The Board affirmatively determined all nominees, including Ottinger, are independent except Messrs. Richmond (interim CEO) and Trojan (recent CEO). Ottinger is independent .
- Board leadership: Ottinger succeeded Gerald W. Deitchle as independent Chair in June 2024; Board concluded no need for separate Lead Independent Director thereafter .
- Committee assignments: Ottinger serves on Compensation and Governance & Nominating; she is not the chair of either. She is Chair of the Board .
- Attendance and engagement: Board met 10 times in fiscal 2024; every director attended at least 75% of Board and committee meetings; non-employee directors held executive sessions each quarterly meeting .
- Risk oversight: Audit Committee oversees enterprise risk management and cybersecurity; Board receives regular reporting; annual/ongoing cybersecurity training and third‑party testing in place .
| Director | Audit Committee | Compensation Committee | Governance & Nominating Committee | Board of Directors |
|---|---|---|---|---|
| Lea Anne S. Ottinger | — | Member | Member | Chair |
Fixed Compensation
- Program structure approved June 18, 2024: Annual cash retainer $75,000; committee retainers $12,500 (Audit), $10,000 (Compensation), $10,000 (Governance); committee chair retainers $25,000 (Audit), $20,000 (Compensation, Governance); Chair of Board additional $55,000 cash; annual director RSU $125,000; Chair of Board additional $60,000 RSU; annual grants now occur fifth business day after Annual Meeting .
- 2024 actual (reported): Ottinger received $117,750 in cash fees and $170,046 in stock awards (aggregate grant-date fair value under ASC 718); total $287,796 .
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 117,750 | Includes base and committee/Chair of Board retainers; 2024 structure approved mid-year, pro‑rata applies |
| Stock awards (RSUs) | 170,046 | Aggregate grant‑date fair value under ASC 718; annual RSU grants plus Chair RSU in June 2024 |
| Total | 287,796 | Sum of cash + stock awards |
Performance Compensation
- Director equity is time-based RSUs (one-year vest); directors do not have performance‑metric pay. Annual RSU grants were $125,000 beginning in 2024 (mid‑year adoption); Chair receives an additional $60,000 RSU grant; grant date changed to fifth business day post-Annual Meeting .
- Documented RSU grants and vesting for Ottinger:
| Grant Year | Grant Date | Instrument | Shares Granted | Fair Value per Unit ($) | Vesting | Source |
|---|---|---|---|---|---|---|
| 2024 | Jan 15, 2024 | RSU (annual) | 3,453 | Determined by closing price on grant date | 1‑year cliff | |
| 2024 | Jun 2024 | RSU (Chair of Board) | Not disclosed | 60,000 grant value | 1‑year cliff | |
| 2025 | Jun 19, 2025 | RSU (annual board cycle) | 4,065 | 45.52 | 1‑year cliff (vests Jun 19, 2026) |
Other Directorships & Interlocks
- Act III Holdings cooperation agreement: Company extended Act III warrant to May 4, 2027 and Act III agreed to standstill and to vote with Board recommendations (with proxy advisor exceptions); Act III personnel available to support Company initiatives . Board member Noah A. Elbogen (Act III Partner/CFO) sits on BJRI’s board, increasing investor engagement but not a disclosed conflict for Ottinger .
- No related‑party transactions disclosed involving Ottinger under Item 404; Trojan had consulting fees noted separately .
Expertise & Qualifications
- Strategic/M&A, private equity principal, operational retail experience; audit and compensation governance; prior public company board experience (Bare Escentuals). These credentials align with BJRI’s focus on brand, operations, and capital allocation .
- Education: Stanford University (per LinkedIn profile) .
Equity Ownership
- Beneficial ownership as of Record Date (April 14, 2025): 42,611 shares, comprising 31,019 directly owned shares plus options exercisable/purchasable—reported as 11,592 in beneficial ownership footnote; separate table shows 14,061 options exercisable; unvested stock awards 5,213 RSUs as of Dec 31, 2024 .
- Form 4 update (June 20, 2025 filing): Post‑grant holdings 38,167 shares including 7,868 unvested RSUs; grant of 4,065 RSUs on June 19, 2025 .
| Date / As-Of | Direct Shares | Unvested RSUs | Options Exercisable/Purchasable | Total Beneficial | Notes |
|---|---|---|---|---|---|
| Dec 31, 2024 | — | 5,213 | 14,061 | — | Outstanding awards summary |
| Apr 14, 2025 (Record Date) | 31,019 | — | 11,592 | 42,611 | Beneficial ownership footnote |
| Jun 19–20, 2025 (Form 4) | — | 7,868 | — | 38,167 | Includes RSU grant of 4,065; single‑year vest |
- Ownership alignment: Directors must hold shares equal to $375,000 (5× $75k cash retainer), within three years of joining; all directors are in compliance. Hedging and pledging are prohibited .
Governance Assessment
- Strengths: Independent Chair; deep compensation and governance experience; consistent committee engagement; strong attendance; compliant stock ownership; prohibition on hedging/pledging enhances alignment; annual say‑on‑pay support of 96% in 2024 underscores shareholder confidence in compensation governance .
- Potential watch‑items: Presence of an investor representative (Act III) on the Board could shape strategic priorities; however, no Ottinger‑specific related‑party transactions or conflicts disclosed. Monitor ongoing cooperation agreement impacts and any shifts in compensation policy or capital allocation .
- RED FLAGS: None disclosed for Ottinger. No pledging/hedging, no Item 404 related transactions, no attendance or engagement concerns reported .
Director Compensation Structure (Reference)
| Element | Cash ($) | Equity ($) | Vesting | Comments |
|---|---|---|---|---|
| Annual Director Retainer | 75,000 | — | — | Paid quarterly |
| Committee Member Retainers | 10,000 (Comp) / 10,000 (Gov) | — | — | Paid quarterly; Audit $12,500 if applicable |
| Committee Chair Retainers | — | — | — | 25,000 (Audit); 20,000 (Comp, Gov) |
| Chair of Board (non‑employee) | 55,000 | 60,000 | RSU 1‑year | Additional retainers/grant for Chair |
| Annual RSU | — | 125,000 | 1‑year | Grant 5th business day post Annual Meeting |
Insider Trades (Recent)
| Transaction Date | Filing Date | Type | Shares | Price ($) | Vesting | Post-Transaction Ownership |
|---|---|---|---|---|---|---|
| Jun 19, 2025 | Jun 20, 2025 | RSU Grant (A) | 4,065 | 45.52 | One‑year; vests Jun 19, 2026 | 38,167 total; includes 7,868 unvested RSUs |
Compensation Committee Analysis (Context)
- Committee composition: Independent directors; chaired by Bina Chaurasia since June 2024; members include Ottinger and Julius W. Robinson, Jr.; six meetings held in fiscal 2024 .
- Practices: Use of independent consultant (FW Cook); clawback policy compliant with NASDAQ Rule 10D‑1; stock ownership guidelines and no hedging/pledging; annual say‑on‑pay with strong support .
Say‑On‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 96% support at June 2024 Annual Meeting; committee retained pay‑for‑performance structure, expanded PSUs weight in 2025 for executives; directors’ comp remained time‑based RSUs plus cash retainers .
Related Party Transactions
- No Ottinger‑specific related party transactions reported; Consulting fees to Gregory A. Trojan disclosed separately (terminated Jan 31, 2024) .
Stock Ownership Guidelines (Directors)
- Requirement: Value equal to five times director cash retainer ($375,000); compliance measured annually; all directors currently in compliance; directors prohibited from hedging/pledging .
Overall, Ottinger’s independent Chair role, committee service, attendance, and ownership compliance support board effectiveness and investor alignment; no conflicts or red flags are disclosed specific to her, while Act III’s cooperation agreement warrants continued monitoring for governance balance and shareholder interests .