XML 20 R12.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-Based Compensation
3 Months Ended
Mar. 29, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

6.  STOCK-BASED COMPENSATION

Our current shareholder approved stock-based compensation plan is the BJ’s Restaurants, Inc. Equity Incentive Plan, (as amended from time to time, “the Plan”). Under the Plan, we may issue shares of our common stock to team members, officers, directors and consultants. We have granted incentive stock options, non-qualified stock options, restricted stock and performance and time-based restricted stock units. Stock options are charged against the Plan share reserve on the basis of one share for each share granted. Grants of restricted stock, RSUs, performance shares and performance units, if any, are currently charged against the Plan share reserve on the basis of 1.5 shares for each share granted. The Plan also contains other limits on the terms of incentive grants such as limits on the number that can be granted to a team member during any fiscal year. All options granted under the Plan expire within 10 years of their date of grant.

Under the Plan, we issue time-based and performance-based RSUs and non-qualified stock options to vice presidents and above on an annual basis, as well as new hires who are given the option between receiving their full grant as a time-based RSU or split evenly between non-qualified stock options and time-based RSUs. We issue time-based RSUs to other select support team members, and we issue time-based RSUs to non-employee members of our Board of Directors. We also issue RSUs, and previously issued non-qualified stock options, in connection with the BJ’s Gold Standard Stock Ownership Program (the “GSSOP”). The GSSOP is a long-term equity incentive program for our restaurant general managers, executive kitchen managers, directors of operations and directors of kitchen operations. GSSOP grants are dependent on the length of each participant’s service with us and position. All GSSOP participants are required to remain in good standing during their vesting period.

The Plan permits our Board of Directors to set the vesting terms and exercise period for awards at their discretion; however, the grant of awards with no minimum vesting period or a vesting period less than one year may not exceed 5% of the total number of shares authorized under the Plan. Stock options and time-based RSUs vest ratably over one, three or five years for non-GSSOP participants and either cliff vest at three or five years or cliff vest at 33% on the third anniversary and 67% on the fifth anniversary for GSSOP participants. Performance-based RSUs generally cliff vest on the third anniversary of the grant date in an amount from 0% to 225% of the grant quantity, dependent on the level of performance target achievement.

On January 15, 2021, our Board of Directors approved special fully-vested restricted stock grants, in lieu of cash bonuses to Restaurant Support Center team members at the Vice President and Director levels. These grants were in amounts designed to approximate a portion of their potential incentive compensation, which was approximately $0.5 million.

The following table presents the stock-based compensation recognized within our consolidated financial statements (in thousands):  

 

 

 

For the Thirteen Weeks Ended

 

 

 

March 29, 2022

 

 

March 30, 2021

 

Labor and benefits

 

$

751

 

 

$

808

 

General and administrative

 

$

1,961

 

 

$

1,611

 

Capitalized (1)

 

$

76

 

 

$

96

 

 

 

(1)

Capitalized stock-based compensation relates to our restaurant development personnel and is included in “Property and equipment, net” on the Consolidated Balance Sheets.

Stock Options

The fair value of each stock option was estimated on the grant date using the Black‑Scholes option-pricing model with the following weighted average assumptions:

 

 

 

For the Thirteen Weeks Ended

 

 

 

March 29, 2022

 

 

March 30, 2021

 

Expected volatility

 

 

63.2

%

 

 

60.4

%

Risk-free interest rate

 

 

1.6

%

 

 

0.5

%

Expected option life

 

5 years

 

 

5 years

 

Dividend yield

 

 

0.0

%

 

 

0.0

%

Fair value of options granted

 

$

17.38

 

 

$

23.78

 

 

U.S. GAAP requires us to make certain assumptions and estimates regarding the grant date fair value. These include expected volatility, risk-free interest rate, expected option life, and dividend yield. These assumptions and estimates are determined using inputs that, in many cases, are outside of our control. Changes in these assumptions and estimates, including stock price volatility, dividend yield and risk-free interest rate, may significantly impact the fair value of future grants resulting in a significant impact to our financial results.

Under our stock-based compensation plan the exercise price of a stock option is required to equal or exceed the fair value of our common stock at market close on the option grant date or the most recent trading day when grants take place on market holidays. The following table presents stock option activity:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

 

 

Shares

(in thousands)

 

 

Weighted

Average

Exercise

Price

 

 

Shares

(in thousands)

 

 

Weighted

Average

Exercise

Price

 

Outstanding at December 28, 2021

 

 

775

 

 

$

41.77

 

 

 

519

 

 

$

41.02

 

Granted

 

 

98

 

 

 

32.27

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(8

)

 

 

45.30

 

 

 

 

 

 

 

 

 

Outstanding at March 29, 2022

 

 

865

 

 

$

40.66

 

 

 

621

 

 

$

41.69

 

 

As of March 29, 2022, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $3.4 million, which is generally expected to be recognized over the next three years.

Restricted Stock Units

Time-Based Restricted Stock Units

The following table presents time-based restricted stock unit activity:

 

 

 

Shares

(in thousands)

 

 

Weighted

Average

Fair Value

 

Outstanding at December 28, 2021

 

 

619

 

 

$

39.35

 

Granted

 

 

161

 

 

 

32.33

 

Released

 

 

(96

)

 

 

43.76

 

Forfeited

 

 

(10

)

 

 

44.92

 

Outstanding at March 29, 2022

 

 

674

 

 

$

36.97

 

 

The fair value of time-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each time-based RSU is expensed over the vesting period (e.g., one, three or five years). As of March 29, 2022, total unrecognized stock-based compensation expense related to non-vested RSUs was approximately $13.7 million, which is generally expected to be recognized over the next five years.  

Performance-Based Restricted Stock Units

The following table presents performance-based restricted stock unit activity:

 

 

 

Shares

(in thousands)

 

 

Weighted

Average

Fair Value

 

Outstanding at December 28, 2021

 

 

112

 

 

$

45.60

 

Granted

 

 

52

 

 

 

32.27

 

Released

 

 

(27

)

 

 

53.22

 

Forfeited

 

 

(1

)

 

 

53.22

 

Outstanding at March 29, 2022

 

 

136

 

 

$

38.93

 

 

The fair value of performance-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each performance-based RSU is expensed, based on management’s current estimate of the level that the performance goal will be achieved. As of March 29, 2022, based on the target level of performance, the total unrecognized stock-based compensation expense related to non-vested performance-based RSUs was approximately $3.9 million, which is generally expected to be recognized over the next three years.