Lyle D. Tick

About Lyle D. Tick

Lyle D. Tick, age 49, joined BJ’s as President and Chief Concept Officer on September 9, 2024 and was appointed Chief Executive Officer and President effective June 5, 2025 . Prior roles include President & CEO of On the Border (Dec 2023–Aug 2024), Brand President of Buffalo Wild Wings (2018–2023), Managing Director at Boots Retail USA (2015–2018), and senior marketing leadership at Bacardi; earlier he held executive roles at J. Walter Thompson, Gotham, and McGarryBowen . Company performance in 2024: revenues +1.8% to $1.4B, comparable sales +1.2%, Adjusted EBITDA $117.1M, adjusted diluted EPS +36.5% to $1.47; GAAP diluted EPS $0.70 . BJRI’s pay-versus-performance table shows a 2019–2024 cumulative TSR value of $92.56 per $100 investment vs peer group $139.43 .

Past Roles

External Roles

Not disclosed as a current public company director in filings reviewed; he was not among BJRI’s director nominees as of April 23, 2025 .

Fixed Compensation

2024 Summary Compensation (actual paid/awarded):

Performance Compensation

Annual Incentive Plan (AIP) design:

• 2024 AIP metrics: Weekly Sales Average (30%) and Adjusted EBITDA (70%); NEO payout at 73% of target (Tick not eligible in 2024) .
• 2025 AIP: same metrics/weighting, plus an individual performance impact multiplier of 0.85–1.15 applied to bonus opportunity .

Equity awards and vesting:

PSU performance curve (Relative TSR vs peer group):

Equity Ownership & Alignment

Beneficial ownership and outstanding awards (as of record date and year-end):

• Beneficial ownership at April 14, 2025: no shares; 0% of 22,316,165 shares outstanding .
• Outstanding unvested awards at Dec 31, 2024:
  • RSUs: 8,778 shares (market value $308,459 at Dec 31, 2024 close) .
  • Options: 14,764 unexercisable at $34.18 strike; expire Oct 15, 2034 .
• Vesting cadence: RSUs/options vest in three equal annual tranches commencing Oct 15, 2025 .

Stock ownership guidelines and policies:

• CEO guideline = 3x base salary; President/CFO/EVPs = 1.5x base salary; compliance window = 5 years .
• Hedging and pledging of BJRI stock prohibited for directors and executive officers .
• All officers are either compliant or within the timeframe to comply as of the annual measurement date .

Employment Terms

Employment agreement (Aug 23, 2024):

• Term through Dec 31, 2028 with automatic one-year renewals unless notice given ≥6 months prior to expiry .
• CEO board seat: Company will take reasonable action to appoint and nominate Tick to the Board if serving as CEO; nomination each annual meeting while CEO .
• Severance (without Cause or for Good Reason, unrelated to change in control):
  • Cash severance = 100% of base salary (150% if serving as CEO), paid over 12 months (18 months if CEO) .
  • Prorated/lump-sum bonus (if CEO: lesser of prior-year bonus or 100% target, prorated) .
  • Equity vesting: immediate vesting of unvested awards to extent they would vest with 90 more days’ service .
  • Health benefits continuation up to 18 months or COBRA maximum .
• Change-of-control (termination within 90 days prior to or 12 months following CoC):
  • Cash severance = 150% of base salary (200% if CEO) .
  • Lump-sum bonus = lesser of prior-year bonus or 100% target .
  • Equity vesting = immediate 100% vesting; PSUs vest as if 100% target achieved (unless plan automatically accelerates) .
  • Health benefits continuation up to 18 months or COBRA maximum .
• Clawbacks: Equity and cash incentives subject to SEC/Nasdaq-compliant clawback policy; AIP-specific clawbacks for fraud, theft, violations of law and intentional misconduct .

Performance & Track Record

2024 operating and financial highlights:

Leadership and strategic focus (management/Board commentary):

• As President/Chief Concept Officer, he “re-focused core sales and profit-driving initiatives… reducing operational complexity” and “articulate[d] brand positioning” to deliver sustained profitable growth .
• Board confirmed intent to nominate CEO to Board and emphasized alignment of compensation with pay-for-performance, including PSUs tied to relative TSR .

Compensation Peer Group and Say‑on‑Pay

• Proxy peer group (16 chains): BLMN, EAT, CAKE, CBRL, PLAY, DENN, DIN, LOCO, JACK, NDLS, PZZA, RRGB, RUTH (former), SHAK, TXRH, FRGI (former) .
• Target market positioning: ~50th percentile for base, total cash, and total direct compensation; significant weighting to at‑risk equity .
• Say‑on‑Pay: 96% shareholder support at June 2024 annual meeting .

Risk Indicators & Alignment Factors

• Hedging/pledging prohibited; executive stock ownership guidelines in place with 5‑year compliance window .
• Robust clawback policy per Nasdaq Rule 10D‑1 and additional AIP clawback triggers .
• No related‑party transactions involving Tick requiring Item 404(a) disclosure at appointment .
• Credit agreement amended and restated May 30, 2025; revolving facility up to $215M—supports liquidity for strategic execution (context for compensation affordability) .

Investment Implications

• High equity linkage: 2025 LTI weighted toward PSUs (60%) with relative TSR and an additional $1M share‑price‑based PSU grant on CEO promotion; this increases alignment with shareholder returns and may amplify execution risk sensitivity .
• Near‑term vesting calendar: First RSU/option tranches vest Oct 15, 2025; monitor trading windows and any 10b5‑1 adoption for potential insider flow signals .
• Retention economics: Double‑trigger CoC severance at 200% of base salary for CEO plus full equity acceleration suggests manageable takeover defense but limits post‑deal attrition risk; non‑CoC severance at 150% for CEO provides baseline retention .
• Ownership gap: No beneficial ownership as of April 14, 2025 implies reliance on unvested equity to build stake; guideline of 3x salary with 5‑year window should increase “skin in the game” over time .