Business Context and Reporting Period
This Form 8-K Current Report was filed by BJ's Restaurants, Inc. (NASDAQ: BJRI) on November 5, 2025. The filing discloses significant changes to the company's executive leadership, specifically the appointment of a new Chief Financial Officer and the departure of the current Principal Accounting Officer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Appointment of CFO: Todd J. Wilson was appointed as Executive Vice President and Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective December 15, 2025.
- Departure of Principal Accounting Officer: Jacob J. Guild will cease serving as Principal Accounting Officer effective November 8, 2025.
- Interim Leadership: William J. Atkins will serve as Interim Principal Financial Officer and Interim Principal Accounting Officer until December 14, 2025.
Compensation and Management Commentary
The filing details the material terms of the employment agreement with Todd J. Wilson:
- Base Salary: $575,000 per year.
- Annual Bonus: Target of no less than 65% of base salary, with a multiplier range of 85% to 115%.
- Signing Bonus: $250,000 payable following the start date.
- Initial Equity Grant: Grant date fair market value of $500,000, split equally between restricted stock units and non-qualified stock options. Vesting begins January 15, 2027, in three annual installments. Full acceleration applies in cases of termination without Cause or resignation for Good Reason.
- 2026 Equity Grant: Target grant date fair market value of $750,000, allocated equally among non-qualified stock options, restricted stock units, and performance units.
- Relocation and Benefits: Includes a $5,000 monthly housing allowance for six months, monthly round-trip airline tickets between Austin and Los Angeles for 18 months, and an automobile allowance of up to $1,000 per month.
- Severance: In the event of termination without Cause or resignation for Good Reason, Mr. Wilson is eligible for 12 months of base salary and COBRA coverage continuation.
Investor Verification Checklist
- Verify the transition timeline for the CFO role between November 8, 2025, and December 15, 2025.
- Review the full text of the Letter Agreement (Exhibit 10.2) for specific definitions of "Cause" and "Good Reason."
- Confirm the impact of the new CFO's background (Red Robin, Hopdoddy, Jamba Juice, Bloomin' Brands) on the company's strategic direction.
- Monitor future filings for the vesting schedule details of the 2026 equity grant and performance unit metrics.