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SEC FILINGS

DEF 14A
BJS RESTAURANTS INC filed this Form DEF 14A on 04/26/2013
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making compensation decisions regarding the executive officers. The Compensation Committee generally makes its annual executive compensation decisions at its meeting held in December of each year. Additionally, the Compensation Committee meets after our annual financial results have been audited by our independent auditor to finalize the most recently completed fiscal year’s annual incentive calculations for executives and other applicable employees.

In determining executive compensation, the Compensation Committee reviews base pay, annual cash incentive payments and equity awards for the current year and on a cumulative basis. The Compensation Committee also receives information regarding the performance of each executive based upon predetermined individual objectives and other attributes. Additionally, the Compensation Committee periodically uses independent human resource and compensation consultants and compares executive compensation levels and practices for executives holding comparable positions at targeted comparator group companies to aid the Compensation Committee in setting compensation at competitive levels.

Generally, the Compensation Committee’s philosophy is to target annual cash compensation (base pay) for executives at approximately the 40th to 50th percentile of the comparator group and total compensation (base pay and annual cash incentive bonus) between the 50th and 60th percentile of the comparator group. The Compensation Committee believes that targeting total compensation between the 50th and 60th percentile enables us to remain competitive with our peers in attracting and retaining executive talent. However, the Compensation Committee does not use formulas or specifically set the compensation for our executives based solely on this industry data or based on a specific percentile of this industry data. Instead, the Compensation Committee uses this information and the executive’s level of responsibility and experience, as well as the executive’s success in achieving business objectives and their overall leadership qualities, in determining the executive’s compensation. The Compensation Committee believes that this approach allows it to take into consideration the executive’s overall contribution to the Company’s growth and profitability in determining executive compensation rather than relying solely on specific peer group targets.

The basic compensation arrangements for Mr. Deitchle for 2012 and Mr. Trojan for 2013 were established under employment agreements approved by the Compensation Committee and the Board of Directors and are described in the section entitled “Compensation of the Chief Executive Officer” in this Proxy Statement.

The Compensation Committee has periodically used different independent, third party compensation consultants to aid in benchmarking our executive compensation and peer group analysis. In December 2011, the Compensation Committee engaged the Aon Hewitt organization, a global human resource consulting firm with significant expertise in compensation analysis and evaluation, to help evaluate executive compensation benchmarking and peer group analysis for our fiscal 2012 executive compensation. The 17 comparable companies selected by Aon Hewitt in their benchmarking survey were as follows:

 

Benihana Inc.

  Morton’s Restaurant Group, Inc.

Bravo Brio Restaurant Group, Inc.

  O’Charley’s Inc.

Buffalo Wild Wings, Inc.

  Peet’s Coffee & Tea, Inc.

California Pizza Kitchen, Inc.

  P.F. Chang’s China Bistro, Inc.

CEC Entertainment, Inc.

  Red Robin Gourmet Burgers, Inc.

The Cheesecake Factory Incorporated

  Ruth’s Hospitality Group, Inc. (Ruth’s Chris Steakhouse)

Chipotle Mexican Grill, Inc.

  Ruby Tuesday, Inc.

DineEquity, Inc. (Applebee’s & IHOP)

  Texas Roadhouse, Inc.

McCormick & Schmick’s Seafood Restaurants, Inc.

 

The Compensation Committee believes that the above peer group represented an appropriate cross-section of companies for which we compete for talent or which are similar to us in size, market capitalization, growth rate and industry. For example, California Pizza Kitchen, Cheesecake Factory and Dine Equity are Southern California-based restaurant companies and, therefore, compete directly with us for executive talent,

 

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