Noah A. Elbogen
BJs RESTAURANTSAbout Noah A. Elbogen
Independent director at BJ’s Restaurants, Inc. since June 2014; age 42. Partner and Chief Financial Officer at Act III Holdings, LLC (since May 2019). Prior experience includes ~20 years as an institutional investor and equity research analyst focused on restaurants; designated Audit Committee financial expert. Board tenure: ~11 years; independence affirmed by the Board (excluding only Richmond and Trojan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luxor Capital Group, LP | Investment Analyst (restaurants focus) | Jul 2011–Jul 2016 | Sector expertise in restaurant equities |
| S.A.C. Capital Management, LLC | Research Analyst (consumer) | Aug 2009–Jun 2011 | Consumer coverage |
| Highbridge Capital Management, LLC | Research Analyst (consumer) | Jan 2007–Jan 2009 | Consumer coverage |
| Scout Capital Management LLC | Research Analyst | Aug 2005–Jan 2007 | Consumer coverage |
| Bear Stearns | Equity Research Associate (Specialty Retail/Hardlines) | Early career | Foundation in sell-side equity analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Act III Holdings, LLC | Partner & Chief Financial Officer | May 2019–present | Evergreen investor in restaurants; Act III is a BJRI shareholder via BJ’s Act III, LLC |
| Papa Murphy’s Holdings, Inc. (NASDAQ: FRSH) | Director | Dec 2017–May 2019 | Prior public company directorship |
Board Governance
- Committees: Audit Committee member; designated Audit Committee financial expert under SEC rules .
- Committee chairs: Audit (Dal Pozzo), Compensation (Chaurasia), Governance & Nominating (Sherlock) .
- Board meetings/attendance: Board met 10 times in fiscal 2024; all directors attended ≥75% of aggregate Board and committee meetings; executive sessions of non-employee directors held quarterly .
- Independence: Board affirmed independence of all nominees except Messrs. Richmond and Trojan .
- Board leadership: Independent Chair (Ottinger); no Lead Independent Director post-2024 .
Fixed Compensation
Non‑employee director compensation received:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 83,500 | 85,500 |
| Stock Awards ($) | 110,003 | 110,013 |
| Total ($) | 193,503 | 195,513 |
Program structure (approved June 18, 2024):
- Annual cash retainer: $75,000 (quarterly) .
- Committee non-chair retainers: Audit $12,500; Compensation $10,000; Governance $10,000 (quarterly) .
- Committee chair retainers: Audit $25,000; Compensation $20,000; Governance $20,000 (quarterly) .
- Annual RSU grant: $125,000 FMV, 1-year vest; Chair of Board: additional $60,000 RSUs + $55,000 cash; grant timing moved to the 5th business day after the Annual Meeting beginning 2025 .
Performance Compensation
- Director equity is time‑based RSUs (no performance metrics). 2024 annual grants were made Jan 15, 2024 at $110,000 value (3,453 RSUs each), prior to mid‑year raise to $125,000; Ottinger received Chair RSUs in June 2024 .
- No PSUs or option grants used for non‑employee director annual awards (Noah has legacy options outstanding; see Equity Ownership) .
Other Directorships & Interlocks
- Current public boards: None disclosed.
- Prior public board: Papa Murphy’s (2017–2019) .
- Interlocks/relationships:
- Act III Parties Cooperation Agreement (Dec 30, 2024): Act III (including BJ’s Act III, LLC) agreed to standstill and Board‑aligned voting through May 4, 2027; Company extended Act III warrant termination from May 4, 2025 to May 4, 2027 (exercise price $26.94; 876,949 shares) .
- Board determined all directors (including Elbogen) are independent; footnote notes Elbogen disclaims beneficial ownership of shares held by BJ’s Act III, LLC .
Expertise & Qualifications
- Audit Committee financial expert designation; deep financial/investment background in restaurants and consumer sectors .
- 20 years experience as institutional investor/equity research analyst/public company director .
Equity Ownership
| Item | Amount |
|---|---|
| Shares Beneficially Owned (Number) | 80,146 (71,445 owned; 8,701 options) |
| Percent of Class | <1% (asterisk in proxy) |
| Unvested RSUs outstanding (12/31/2024) | 3,453 |
| Options exercisable (12/31/2024) | 8,701 |
| Hedging/Pledging | Prohibited for directors |
| Ownership Guidelines | ≥$375,000 (5x $75k cash retainer); compliance measured annually; all directors currently compliant |
Governance Assessment
- Committee effectiveness: Elbogen’s audit expertise strengthens oversight of financial reporting, risk, and cybersecurity; Audit Committee held 8 meetings in FY2024; KPMG ratified; Audit Committee report reflects active oversight .
- Independence and attendance: Independence reaffirmed; attendance threshold met; regular executive sessions enhance oversight without management .
- Compensation alignment: Director pay is balanced cash/equity; RSUs time‑based align skin‑in‑the‑game; stock ownership guidelines and hedging/pledging prohibitions improve alignment .
- Shareholder signals: 96% Say‑on‑Pay support in June 2024 indicates broad investor endorsement of compensation governance .
- Potential conflicts and mitigation:
- RED FLAG: Dual role as Partner/CFO at Act III while serving on BJRI Board; Act III is a significant holder (incl. warrant to 876,949 shares). However, independence affirmed; Elbogen disclaims beneficial ownership of BJ’s Act III LLC shares; standstill and voting commitments reduce activist pressure; cooperation agreement includes non‑disparagement and no‑litigation covenants to stabilize governance through 2027 .
- Governance hygiene: Compensation Committee disclosed use of independent consultant (FW Cook) and no interlocks/Item 404 relationships among members; clawback policy updated per Nasdaq Rule 10D‑1 supports accountability .
Additional Reference Tables
Director RSU Grants (2024 execution)
| Metric | Value |
|---|---|
| Annual RSU grant (Jan 15, 2024) | 3,453 shares per non‑employee director (value ~$110,000) |
| Policy change (mid‑2024) | Annual RSU target increased to $125,000; Board grant timing moved to post‑Annual Meeting |
Say‑on‑Pay Outcome
| Meeting | Approval |
|---|---|
| June 2024 Annual Meeting (advisory) | 96% FOR |
Director Compensation Program (as of June 18, 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $75,000 |
| Committee non‑chair retainers | Audit $12,500; Compensation $10,000; Governance $10,000 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Governance $20,000 |
| Annual RSUs | $125,000 FMV; 1‑year vest |
| Chair of Board | +$55,000 cash; +$60,000 RSUs |
Audit Committee Composition (FY2024 to 2025)
| Period | Members |
|---|---|
| FY2024 (post‑Annual Meeting) | Dal Pozzo (Chair), Elbogen, Sherlock |
| Jan 2025 | Dal Pozzo (Chair), Elbogen, Robinson, Sherlock |
Beneficial Ownership (Record Date: Apr 14, 2025)
| Holder | Shares | % |
|---|---|---|
| BJ’s Act III, LLC | 1,251,949 (incl. 876,949 warrant shares @ $26.94) | 5.6% |
| Noah A. Elbogen | 80,146 (incl. 8,701 options) | <1% |
RED FLAGS
- Dual affiliation with Act III (significant holder with extended warrant) while serving on BJRI Board—monitor for recusals on matters relating to Act III and warrant economics despite independence determination and standstill .
- Warrant extension to 2027 under cooperation agreement—friendly terms to large holder; scrutinize alignment with minority shareholders and any board deliberation disclosures .
Positive Signals
- Audit Committee financial expertise and active oversight cadence; clawback policy in place; strong Say‑on‑Pay support .
- Director ownership guideline compliance and anti‑hedging/pledging policy .