Todd J. Wilson
BJs RESTAURANTSAbout Todd J. Wilson
Todd J. Wilson was appointed Executive Vice President and Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of BJ’s Restaurants, Inc., effective December 15, 2025 . He previously served as CFO of Red Robin (Nov 2022–Nov 2025), CFO of Hopdoddy Burger Bar (2018–2022), Vice President of Finance at Jamba Juice (2016–2018), and held progressive finance roles at Bloomin’ Brands (2006–2016). He holds an MBA from the University of South Florida and a bachelor’s degree from the University of Florida . As context for pay-for-performance alignment, BJRI reported FY2024 revenues of $1.4 billion (+1.8% YoY), Adjusted EBITDA of $117.1 million, comparable sales +1.2%, and Adjusted diluted EPS of $1.47 (+36.5% YoY) .
BJRI FY2024 Performance Context
| Metric | FY 2024 |
|---|---|
| Revenues ($USD Billions) | $1.4 |
| Comparable Restaurant Sales (%) | +1.2% |
| Adjusted EBITDA ($USD Millions) | $117.1 |
| Adjusted diluted EPS ($USD) | $1.47 (+36.5% YoY) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Robin Gourmet Burgers, Inc. | Chief Financial Officer | Nov 2022–Nov 2025 | Improved restaurant-level margins and financial results; led accounting, FP&A, tax and treasury; enhanced investor communications . |
| Hopdoddy Burger Bar | Chief Financial Officer | 2018–2022 | Engineered operating margin expansion; doubled unit count via organic growth & acquisition; completed two debt refinancings . |
| Jamba Juice | Vice President of Finance | 2016–2018 | Led finance and investor relations; spearheaded process culminating in a successful strategic sale of the company . |
| Bloomin’ Brands | Progressive financial leadership roles | 2006–2016 | Held advancing roles in finance within a large multi-brand restaurant group . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board roles disclosed; no Item 404 transactions; no family relationships with BJRI directors/officers . |
Fixed Compensation
| Component | Amount/Terms | Effective/Timing |
|---|---|---|
| Base Salary | $575,000 per year | Effective Dec 15, 2025 |
| Sign-on Bonus | $250,000; repayable if voluntary resignation within 18 months except Good Reason; paid after 30 days of employment | After 30 days of employment |
| Housing Allowance | $5,000 per month for six months | Initial six months post-start |
| Relocation | Full relocation under policy; grossed-up for taxes; travel reimbursement including one round-trip per month between Austin and Los Angeles for 18 months | Start through relocation window |
| Auto Allowance | $1,000 per month (non-accountable) | Ongoing |
| Benefits | Standard executive benefits; COBRA reimbursement up to 60 days during medical waiting period | Post start |
Performance Compensation
Annual Incentive Plan (AIP)
| Element | Terms | Notes |
|---|---|---|
| Target Bonus | 65% of base salary | CFO participant in AIP |
| Individual Impact Multiplier | 0.85–1.15 applied to bonus opportunity | Discretionary based on impact and performance |
| 2025/2026 AIP Metrics | Average weekly restaurant sales (30% weighting); Adjusted EBITDA (70% weighting) | Same metrics as 2024 AIP design |
| 2024 AIP Payout (Company-wide context) | 73% of target based on $120,392 weekly sales and $120.9 million Adjusted EBITDA (after permitted adjustments) | Wilson joins after FY2024; context for metric calibration |
Long-Term Equity Incentives
| Award Type | Mix/Value | Vesting | Performance Metric |
|---|---|---|---|
| New Hire Grant (Dec 15, 2025) | $500,000 total; 50% RSUs, 50% non-qualified stock options | 33.33% annually over 3 years, starting Jan 15, 2027 | Time-based; no performance condition |
| Annual Equity Grant (2026) | $750,000 total; equal allocation among NQ options, RSUs, and PSUs | RSUs/NQ options: 33.33% annually over 3 years; PSUs: 3-year cliff | PSUs based on relative TSR vs proxy peer group |
| PSU Payout Curve (Design) | Threshold 25th percentile = 50%; Target 50th = 100%; Max 75th+ = 150%; capped at 100% if absolute TSR negative | 3-year performance period; cliff vest | Relative TSR vs peer group |
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| Executive Stock Ownership Guidelines | CFO required to hold 1.5x base salary; 5-year compliance window |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Beneficial Ownership | Not disclosed yet for Wilson in the 2025 proxy (appointment post-record date); initial equity scheduled Dec 15, 2025 |
| Clawback | Company maintains clawback covering cash and equity incentives under Nasdaq Rule 10D-1; AIP also includes clawback for fraud, theft, violations, intentional misconduct |
Employment Terms
| Term | Provision |
|---|---|
| At-Will Employment | Employment may be terminated by either party at any time, with or without cause |
| Severance (No Cause / Good Reason) | Lump-sum payment equal to 12 months base salary plus Company-paid employer portion of COBRA for the severance period, subject to release of claims |
| Good Reason (Sign-on repayment exception) | Material adverse change in title/role/responsibilities or Company’s uncured material breach; notice and cure provisions apply |
| Cause (Definition) | Includes failure to perform after notice and opportunity to cure, dishonesty, incompetence/gross negligence, theft/embezzlement/fraud, felony/moral turpitude, intentional confidentiality breach, material agreement breach, or conduct causing demonstrable injury to Company |
| Confidentiality/Arbitration | Trade Secrets/Confidentiality and Mutual Arbitration Agreements required |
| Equity Acceleration—New Hire Grant | If terminated without Cause or resigns for Good Reason, New Hire Grant vests in full |
Compensation Committee & Peer Benchmarking
- Independent compensation consultant: FW Cook; engaged by Compensation Committee; no conflicts disclosed .
- Proxy peer group used for benchmarking (examples include Bloomin’ Brands, Brinker, Cheesecake Factory, Red Robin, Shake Shack, Texas Roadhouse, etc.) .
- Program governance: no single-trigger change-in-control equity acceleration (except awards not retained/replaced), no excise tax gross-ups, no option repricing, pay-for-performance emphasis, annual say-on-pay .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: 96% approval at June 2024 annual meeting; Committee maintained approach with continued enhancements .
Investment Implications
- Pay-for-performance linkage: CFO AIP targets weekly sales and Adjusted EBITDA with an individual impact multiplier, directly tying annual cash outcomes to BJRI’s top-line and profitability KPIs .
- Equity alignment and retention: Significant equity mix including PSUs on 3-year relative TSR (with downside cap if TSR is negative), plus time-based RSUs and options, anchors long-term value creation while creating vesting cliffs starting Jan 15, 2027—potential selling pressure dates to monitor .
- Guardrails: Robust clawback policy and hedging/pledging prohibitions mitigate misalignment risk, and CFO ownership requirement (1.5x salary within five years) promotes skin-in-the-game .
- Contract economics: Severance of 12 months base salary is moderate; full vesting of the New Hire Grant upon no-cause/Good Reason termination increases retention cost but reduces immediate turnover risk; sign-on/relocation clawbacks further deter early departure .