BWB DEF 14A Report ended March 10, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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4450 Excelsior Blvd., Suite 100

St. Louis Park, MN 55416

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Fellow Shareholders,

On behalf of the Board of Directors of Bridgewater Bancshares, Inc., I would like to invite you to join us at our 2025 Annual Meeting of Shareholders, which will be held virtually through a live webcast. Our virtual meeting will be held on Tuesday, April 22, 2025 at 2:00 p.m. CT. Please see the enclosed Notice of Annual Meeting of Shareholders for additional details regarding the meeting.

In recent years, Bridgewater has demonstrated an ability to execute on strategic priorities in the face of market-related challenges, to position the bank for future success. In 2024, we took steps to optimize our balance sheet for longer-term profitable growth by generating robust core deposit growth, moderating the pace of loan growth in a higher interest rate environment, and reducing our loan-to-deposit ratio. Meanwhile, with the diligent work of our banking and credit teams, asset quality remained superb throughout the year as we focused on consistent underwriting and active credit oversight. We also closed the complementary acquisition of First Minnetonka City Bank in December 2024, bringing in low-cost core deposits, a broader client base, and additional balance sheet optionality. As a result of these initiatives, and a more favorable business outlook, we believe we are positioned for success and to continue driving shareholder value in 2025.

Our Board of Directors remains focused on ensuring our organizational interests are aligned with those of our shareholders. We have demonstrated this by consistently growing tangible book value and by retaining large insider ownership, as our Board and Strategic Leadership Team own over 20% of Bridgewater’s common stock. In addition, we have taken a more proactive approach to engaging with shareholders regarding corporate governance-related topics.

In closing, we encourage you to vote your shares by following the enclosed instructions. Thank you for your continued support and investment in Bridgewater.

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NOTICE OF 2025 ANNUAL MEETING
OF SHAREHOLDERS

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The annual meeting of the shareholders of Bridgewater Bancshares, Inc., a Minnesota corporation, will be held online at www.virtualshareholdermeeting.com/BWB2025, on Tuesday, April 22, 2025 at 2:00 p.m., Central Time, for the following purposes:

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There will not be a physical meeting at the Company’s principal executive office. You will be able to attend the meeting online, vote your shares electronically, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/BWB2025. We are not aware of any other business to come before the annual meeting. The Board of Directors has fixed the close of business on February 24, 2025 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting. If there are an insufficient number of votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the meeting, the meeting may be adjourned or postponed to permit our further solicitation of proxies.

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TABLE OF CONTENTS

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BRIDGEWATER BANCSHARES, INC.
PROXY STATEMENT ANNUAL MEETING
OF SHAREHOLDERS APRIL 22, 2025

These proxy materials are being furnished in connection with the solicitation by the Board of Directors (the “Board”) of Bridgewater Bancshares, Inc. (the “Company”) of proxies to be used at the 2025 annual meeting of shareholders of the Company, to be held virtually on Tuesday, April 22, 2025 at 2:00 p.m., Central Time (the “Annual Meeting”), and at any adjournments or postponements of such meeting. There will not be a physical meeting at the Company’s principal executive office. You will be able to attend the meeting online, vote your shares electronically, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/BWB2025. A complete list of the shareholders entitled to vote at the Annual Meeting will be kept on file at the Company’s principal executive office, located at 4450 Excelsior Blvd., Suite 100, St. Louis Park, Minnesota 55416 and will be available during the virtual meeting.

The Company is a Minnesota corporation and a registered financial holding company, which owns all of the issued and outstanding capital stock of Bridgewater Bank, a Minnesota state-chartered bank (the “Bank”).

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PROXY SuMMARY

This proxy statement summary highlights information which may be contained elsewhere in the document. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

About the Meeting

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Summary of Proposals

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Please Vote Your Shares

We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation. You may vote in the following ways by 11:59 p.m. Eastern Time on April 21, 2025, or during the Annual Meeting:

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Director Nominees

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Ind = Independent = Chairperson = Member

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Corporate Governance Highlights

The Board is committed to exercising good corporate governance practices. This includes, among other things, the highlights below:

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Shareholder Engagement

We believe active two-way engagement with shareholders is an important way to not only communicate the Company’s story, but also to solicit feedback from shareholders about aspects of the business they feel are most important. For example, Bridgewater regularly meets with shareholders to discuss the Company’s business model, strategy, financials, and corporate governance. In 2024, we estimate that we engaged with institutional shareholders owning approximately 11.5 million shares of Company common stock, representing nearly 70% of the total institutional ownership as of December 31, 2024.

2024 Business Highlights and Positioning for Long-Term Success

Throughout 2024, we executed on our strategic priorities which included optimizing the balance sheet for longer-term profitable growth, gaining loan and deposit market share, generating efficiencies across the business, and monitoring asset quality risks. We believe that the actions we took in 2024 have positioned us well for long-term success. Key business highlights in 2024 included the following:

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At the Company’s 2023 annual meeting of shareholders, the shareholders approved a proposal to declassify the Board. Our classified board structure started being phased out at our 2024 annual meeting of shareholders, and the Board will be fully declassified by our 2026 annual meeting of shareholders. At the Annual Meeting, our shareholders will be entitled to elect seven (7) directors for a term expiring at the 2026 annual meeting of shareholders. Provided with this proposal is information about each director, corporate governance, and director compensation. All of our directors will hold office until the annual meeting of shareholders in the year their term expires (as indicated below), and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification. There are no arrangements or understandings with any of the nominees pursuant to which they have been selected as nominees or directors.

Shareholder Vote Necessary to Elect Directors

As described further below, each of the nominees for election as a director is an incumbent director. Each of the nominees has consented to standing as a nominee and serving on the Board, if elected, but if any of the nominees becomes unavailable for election, the holders of the proxies reserve the right to vote for another nominee when voting at the meeting. The seven nominees receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company to serve until the Company’s next annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification. In an uncontested election, all director-nominees will be elected if they receive at least one vote. As a result, abstentions and broker non-votes, if any, will not affect the outcome of the election. Shareholders of the Company have no cumulative voting rights with respect to the election of directors. Proxies properly signed and returned will be voted “FOR” each of the seven director nominees unless you specify otherwise.

Set forth below is information concerning the nominees for election and for the other directors whose terms of office will continue after the meeting.

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The business experience of each nominee and continuing director, as well as their qualifications to serve on the Board, is set forth below. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years. Other than as described below, no nominee, continuing director or executive officer has any family relationship, as defined in Item 401 of Regulation S-K (“Regulation S-K”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), with any other director or with any of our executive officers.

Director Nominees

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Continuing Directors

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Other than Mr. Baack and Mr. Shellberg, who also serve as directors, the business and banking background and experience of each of our executive officers for at least the past five years is set forth below. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or any of our current directors. There are no arrangements or understandings between any of the officers and any other person pursuant to which he or she was selected as an officer.

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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

We currently have ten directors serving on our Board, a majority of whom we have determined to be “independent,” based on the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and applicable SEC rules. Applying these standards, and based on information provided by each director concerning his or her background, employment and affiliations, our Board has affirmatively determined that, with the exceptions of Mr. Baack and Mr. Shellberg, each of our current directors is an independent director. The Board determined that Mr. Baack and Mr. Shellberg do not qualify as independent directors because they are executive officers of the Company and the Bank.

Generally, the Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of the Company, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board, with additional special meetings held from time to time as necessary. Our directors also discuss business and other matters with Mr. Baack, other key executives and our principal external advisers (legal counsel, auditors and other consultants) at times other than regularly scheduled meetings when appropriate.

Our Board has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, Compensation Committee, and Nominating and ESG Committee. Our Board also may establish such other committees as it deems appropriate, in accordance with applicable laws and regulations and our Third Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and Second Amended and Restated Bylaws (the “Bylaws”).

The current charters of the Audit Committee, Compensation Committee, and Nominating and ESG Committee are available on the Company’s website at investors.bridgewaterbankmn.com under the “Investor Relations – Governance Documents” heading.

The Board held 13 regularly scheduled and special meetings during 2024. In 2025, the full Board intends to meet at least 10 times with special meetings held from time to time when necessary and through committee membership, which is discussed below. During 2024, all directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by the committees on which they served. Although we do not have a formal policy regarding director attendance at the annual meeting of shareholders, we encourage and expect all of our directors to attend. Last year, all directors attended the virtual annual meeting of shareholders.

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Audit Committee

Our Audit Committee currently consists of Douglas Parish (Chairperson), James Johnson, and Thomas Trutna. Our Board has evaluated the independence of the members of our Audit Committee and has affirmatively determined that: (i) each of the members of our Audit Committee meets the definition of “independent director” under Nasdaq rules; (ii) each of the members satisfies the additional independence standards under Nasdaq rules and applicable SEC rules for audit committee service; and (iii) each of the members has the ability to read and understand fundamental financial statements. In addition, Nasdaq rules require at least one member of the Audit Committee to have a certain level of financial sophistication, and our Board has determined that Mr. Parish has the required financial sophistication due to his experience and background. Our Board has determined that Mr. Parish also qualifies as an “audit committee financial expert,” as that term is defined under applicable SEC rules.

Our Board has adopted a written charter, which sets forth the Audit Committee’s duties and responsibilities. The current charter of the Audit Committee is available on our website at investors.bridgewaterbankmn.com . As described in its charter, our Audit Committee has the primary responsibility for, among other things, the matters listed below.

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Compensation Committee

Our Compensation Committee currently consists of David Juran (Chairperson), Todd Urness and David Volk. Our Board has evaluated the independence of the members of our Compensation Committee and has affirmatively determined that: (i) each of the members of our Compensation Committee meets the definition of “independent director” under Nasdaq rules; and (ii) each of the members satisfies the additional independence standards under Nasdaq rules for compensation committee service.

Our Board has adopted a written charter, which sets forth the Compensation Committee’s duties and responsibilities. The current charter of the Compensation Committee is available on our website at investors.bridgewaterbankmn.com. As described in its charter, our Compensation Committee has the primary responsibility for, among other things, the matters listed below.

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Our Compensation Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion. Non-employee director compensation decisions are made by our Board, which includes two NEOs.

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Nominating and ESG Committee

Our Nominating and ESG Committee currently consists of Lisa Brezonik (Chairperson), James Johnson, Mohammed Lawal, Thomas Trutna and David Volk. Our Board has evaluated the independence of the members of our Nominating and ESG Committee and has affirmatively determined that each of the members of our Nominating and ESG Committee meets the definition of “independent director” under Nasdaq rules.

Our Board has adopted a written charter, which sets forth the Nominating and ESG Committee’s duties and responsibilities. The current charter of the Nominating and ESG Committee is available on our website at investors.bridgewaterbankmn.com. As described in its charter, our Nominating and ESG Committee has the primary responsibility for, among other things, the matters listed below.

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In carrying out its nominating functions, the Nominating and ESG Committee has developed qualification criteria to consider for all potential director nominees, including incumbent directors, Board nominees and shareholder nominees. The Nominating and ESG Committee will consider for nomination prospective director nominees who:

The Nominating and ESG Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members and to determine whether they are “independent directors” in accordance with Nasdaq rules (to ensure that, at all times, at least a majority of our directors are independent).

Prior to nominating an existing director for re-election to the Board, the Nominating and ESG Committee will also consider the director’s attendance at, participation in, and contributions to Board and committee activities.

The Nominating and ESG Committee will give appropriate consideration to candidates for board membership properly proposed by shareholders that are supported by adequate information about the candidates’ qualifications and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Nominating and ESG Committee. The procedures required for shareholders to properly propose candidates for board membership are set forth in more detail in this proxy statement.

Commitment to ESG

We are committed to establishing and advancing impactful initiatives that support the Company’s corporate responsibility as one of the largest locally-led banks in the Twin Cities, while regularly sharing our progress with stakeholders.

The Nominating and ESG Committee oversees the Company’s ESG strategy and practices while a management-level ESG Committee is responsible for implementing Bridgewater’s ESG program. We have identified four ESG priorities that guide our ESG strategy:

In an effort to increase communication with stakeholders regarding our progress on ESG, we maintain an ESG webpage to share a summary of the actions we have taken to support our ESG priorities. The webpage is updated periodically to highlight ongoing efforts to support ESG-related initiatives. For more information regarding our ESG commitment, please visit our ESG webpage at www.bridgewaterbankmn.com/about-bridgewater/esg.

Board Leadership Structure

Our Board does not have a formal policy requiring the separation of the roles of Chairperson of the Board and CEO. It is our directors’ view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating and ESG Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Since our formation, the positions of Chairperson and CEO have been combined and held by Mr. Baack. We believe this Board leadership structure is the most appropriate for our Company because of the efficiencies achieved in having the role of Chairperson and CEO combined, and because the detailed knowledge of our day-to-day operations and business that the CEO possesses greatly enhances the decision-making processes of the Board as a whole.

As noted above, Mr. Baack is not currently considered to be an “independent director” according to Nasdaq rules. Because the Chairperson of the Board is not an independent director, the Board has determined that it is appropriate to appoint a lead independent director (“Lead Director”). The full duties and responsibilities of the Lead Director are included in our Corporate Governance Guidelines and are summarized below.

Lead Director

Mr. David Juran currently serves as the Lead Director. Mr. Juran brings a strong understanding of the Company and its business, as well as significant leadership, to this important role. The principal duties and responsibilities of the Lead Director include:

Board Composition

Our Board is composed of directors with a mix of tenure, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspectives to Board discussions.

The Nominating and ESG Committee regularly assesses our directors' mix of skills, experience, tenure and diversity in light of the Company's long-term strategy and advises the Board of its determinations with respect to Board composition and director refreshment. Our incumbent directors and director nominees have a mix of skills and experience that we believe are relevant to the Company’s long-term strategy and success.

As needed, the Nominating and ESG Committee identifies and evaluates potential director nominees, taking into consideration the overall needs, composition, and size of the Board.

Independent Director Sessions

Consistent with Nasdaq listing requirements, the independent directors regularly meet without the non-independent directors present. In 2024, the independent directors held two executive sessions without the non-independent directors present.

Board’s Role in Risk Oversight

Our Board believes that proactive risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. Our Board, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face.

Our full Board oversees our enterprise-wide risk management program and framework, which establishes our overall risk appetite, risk management strategies, and enables our management to identify, quantify, manage and report on the risks we face. Our full Board also reviews and oversees various policies and practices established by management to identify, assess, measure and manage key risks we face, including risk appetite key risk indicators developed by management. The Audit Committee of our Board is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal controls over financial reporting). The Compensation Committee of our Board has primary responsibility for risks and exposures associated with our compensation policies, plans and practices, regarding both executive compensation and the compensation structure generally. In particular, our Compensation Committee reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Nominating and ESG Committee of our Board oversees risks associated with the independence of our Board and potential conflicts of interest.

Our management-level Enterprise Risk Management Committee (“ERMC”) consists of our strategic leadership team, our Chief Risk Officer, and members from other key functional areas of the Company. The ERMC is responsible for implementing and reporting to our Board or an appropriate Board committee the development and continuous enhancement of our Risk Management program and framework, including by identifying, assessing, quantifying, monitoring, reporting, and managing the risks we face, including strategic, operational, reputational, capital, liquidity, market, credit and compliance risks, on a day-to-day

basis. Our ERMC is also responsible for creating and recommending to our Board for approval a risk appetite statement and key risk indicators reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

The role of our Board in risk oversight is consistent with our leadership structure, with the members of our ERMC having responsibility for assessing and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systematic and effective approach for identifying, managing and mitigating risks throughout our operations.

Compensation Committee Interlocks and Insider Participation

During 2024, David Juran, Todd Urness and David Volk served on our Compensation Committee. None of the members of our Compensation Committee will be or has been an officer or employee of the Company. None of our executive officers serves or has served as a member of the Board, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Our branch building in Greenwood, Minnesota, is leased by the Bank from Bridgewater Properties Greenwood, LLC (“Greenwood”), an entity owned in part by Mr. Juran and Mr. Urness, members of the Compensation Committee, each of whom owns a 12.5% membership interest in Greenwood. In 2020, the Bank exercised a renewal option to extend the term of the lease to August 1, 2026. The Bank has one additional five-year renewal option that will permit the Bank to extend the lease through August 1, 2031. The total amount of rent payable by the Bank to Greenwood during the remaining current term of the lease is approximately $464 thousand (inclusive of base rent, estimated real estate taxes and estimated operating costs). The total amount of rent paid by the Bank to Greenwood during 2023 was approximately $275 thousand and the amount paid in 2024 was approximately $288 thousand (in both cases, inclusive of base rent, real estate taxes and operating costs). The Company and the Bank believe the terms of this lease are consistent with the terms of leases for similar properties that could be received in arm’s-length negotiations with third parties.

In 2023, 2024 and prior years, we purchased loan participation interests from and held an interest in a syndicated loan originated by Colliers Mortgage LLC (“Colliers Mortgage”) and entered into amendments and extensions regarding the same. Mr. Juran is an executive officer of and owns more than 10% of Colliers Mortgage Holdings LLC, the parent company of Colliers Mortgage and Colliers Securities LLC (“Colliers Securities”). For each of the loans, Colliers Mortgage acts as the servicer of the loans. Pursuant to servicing and participation agreements for each of the loans, in lieu of a direct payment of a servicing fee by the Company to Colliers Mortgage, the loans have pass-through rates which are between 15 basis points and 125 basis points lower than the loan’s contractual rate. Servicing fees are negotiated on a loan-by-loan basis. As of December 31, 2023, our interests in the subject loans had an aggregate outstanding balance of $19.2 million, and in 2023, the servicing fees paid to Colliers Mortgage were approximately $44 thousand. As of December 31, 2024, our interests in the subject loans had an aggregate outstanding balance of $20.9 million, and in 2024, the servicing fees paid to Colliers Mortgage were approximately $48 thousand. Additionally, we purchased $8.7 million of securities in 2023 and $500 thousand of securities in 2024 in transactions in which Colliers Securities acted as broker for the Company or the issuer of the securities and received commissions of approximately $47 thousand and $4 thousand in 2023 and 2024, respectively. The Company and the Bank believe the terms of this relationship are consistent with the terms of agreements for similar transactions that could be received in arm’s-length negotiations with third parties.

In 2023, we acquired an undeveloped parcel of land from a third party and entered into a development services agreement to engage North Shore Development Partners LLC (“North Shore”) to perform services for the development of and coordination of infrastructure improvements to the parcel. Mr. Urness and Mr. Juran each own 50% of the membership interests in North Shore. Pursuant to the agreement, we agreed to pay North Shore a fee equal to 5% of the total project costs, but not to exceed a total of $250 thousand. No development service fees were paid to North Shore in 2023 and approximately $125 thousand development service fees were paid to North Shore in 2024. The Company and the Bank believe the terms of this agreement are consistent with the terms of development agreements for similar properties that could be received in arm’s-length negotiations with third parties.

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Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics in place that applies to all of our directors and employees. The code sets forth the standard of ethics that we expect all of our directors and employees to follow and is available on our website at investors.bridgewaterbankmn.com. In accordance with SEC rules, we intend to disclose on the “Investor Relations” section of our website any amendments to the code, or any waivers of its requirements, that apply to our executive officers to the extent such disclosure is required.

Anti-Hedging Policy

The Company’s insider trading policy includes provisions that specifically prohibit our directors, officers and employees from entering into hedging transactions with respect to the Company’s securities. To our knowledge, none of our directors, officers or employees has entered into a hedging transaction involving Company securities in violation of this prohibition.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of its securities by directors, officers and employees of the Company that is designed to promote compliance with insider trading laws, rules and regulations and any applicable Nasdaq listing standards. A copy of the Insider Trading Policy can be found on our website at investors. bridgewaterbankmn .com, and is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

Director Compensation

The following table sets forth information regarding 2024 compensation for each of our non-employee directors. None of the directors receives any compensation or other payment in connection with his or her service as a director other than compensation received from the Company as set forth below.

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In 2024, the Company’s non-employee directors were paid a quarterly retainer equal to $20,000. Pursuant to the Company’s non-employee director compensation program, each non-employee director is paid one-half of the quarterly retainer fee in cash and one-half in fully-vested stock awards, provided that each non-employee director was permitted to make an advance annual election to receive all such non-employee director’s retainer in fully-vested stock awards. For retainers paid to an affiliate of a non-employee director through arrangements made with such non-employee director, all of the retainer is paid to such affiliate in cash unless the non-employee director made an election for the affiliate to receive all of the retainer in fully-vested stock awards. The Company paid an additional quarterly cash retainer of $5,000 to Mr. Parish as the Chairperson of the Audit Committee. Pursuant to an arrangement made with Mr. Volk, the retainer for Mr. Volk was paid to Castle Creek Advisors VIII LLC, which retainer was paid in cash. The program provides for payment of a $1,000 travel stipend for non-employee directors that travel to attend meetings from outside of Minnesota or states contiguous to Minnesota. Messrs. Baack and Shellberg, who also serve as executive officers of the Company, do not receive compensation for their service on the Board.

Previously, the Compensation Committee retained an independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to provide a summary of market compensation and pay levels to non-employee directors, key findings, and preliminary recommendations with respect to the compensation of our non-employee directors as compared to those of our peers. No change was made to the amount of the retainer paid to non-employee directors for 2024.

Director Stock Ownership and Retention Guidelines

In 2020, the Board adopted stock ownership and retention guidelines for non-employee directors as another way to align the long-term interests of the Company’s non-employee directors with those of the Company’s shareholders. Our director stock ownership and retention guidelines provide that directors are expected to own, within five years of the effective date of the policy, shares of common stock with an aggregate fair market value equal to or greater than four times the annual cash retainer received by each director, which is currently $40,000, not including fees payable for committee service. Directors of the Company elected after 2020 are required to meet the stock ownership guidelines within five calendar years following the year in which they were elected.

The Compensation Committee reviews progress towards satisfying stock ownership guidelines annually. All non- employee directors have either achieved the minimum stock ownership requirements or are making appropriate progress toward the requirements and are still within the permitted period for attaining the ownership requirements.

Shareholder Communications with the Board

Shareholders may contact our Board by contacting Jerry Baack, Chairman and CEO, Bridgewater Bancshares, Inc. at 4450 Excelsior Blvd., Suite 100, St. Louis Park, Minnesota 55416 or (952) 893-6868. Any such communications are delivered to the Board.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers described in “Executive Compensation” below, the following is a description of transactions in the 2023 and 2024 fiscal years to which we have been a party in which the amount involved exceeded or will exceed $120 thousand, and in which any of our directors, executive officers or beneficial holders of more than 5% of our common stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.

Our branch building in Greenwood, Minnesota, is leased by the Bank from Greenwood, an entity owned by certain of our executive officers and directors. Mr. Baack, Chairman of the Board and CEO, and Mr. Shellberg, our Executive Vice President, Chief Credit Officer and Director are members and are on the board of governors of Greenwood, and Mr. Shellberg also serves as the chief manager of Greenwood. The following directors of the Company and the Bank are also members of Greenwood: Messrs. Johnson, Juran, Trutna and Urness. Messrs. Baack, Shellberg, Johnson, Juran, Trutna and Urness each own a 12.5% membership interest in Greenwood. In 2020, the Bank exercised a renewal option to extend the term of the lease to August 1, 2026. The Bank has one additional five-year renewal option that will permit the Bank to extend the lease through August 1, 2031. The total amount of rent payable by the Bank to Greenwood during the remaining current term of the lease is approximately $464 thousand (inclusive of base rent, estimated real estate taxes and estimated operating costs). The total amount of rent paid by the Bank to Greenwood during 2023 was approximately $275 thousand and the amount paid in 2024 was approximately $288 thousand (in both cases, inclusive of base rent, real estate taxes and operating costs). In lieu of the Company’s stated related party transaction approval process, described below, our Board formed a special committee in 2020 to review the transaction consisting of all of the Company’s non-employee directors that did not have an interest in the transaction. In approving the related party transaction, the special committee considered, among other factors, the fairness of the transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of any improper conflicts of interest for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and any potential violations of other corporate policies. The Company and the Bank believe the terms of this lease are consistent with the terms of leases for similar properties that could be received in arm’s-length negotiations with third parties.

In 2023, 2024 and prior years, we purchased loan participation interests from and held an interest in a syndicated loan originated by Colliers Mortgage and entered into amendments and extensions regarding the same. Mr. Juran is an executive officer of and owns more than 10% of Colliers Mortgage Holdings LLC, the parent company of Colliers Mortgage LLC and Colliers Securities. For each of the loans, Colliers Mortgage acts as the servicer of the loans. Pursuant to servicing and participation agreements for each of the loans, in lieu of a direct payment of a servicing fee by the Company to Colliers Mortgage, the loans have pass-through rates which are between 15 basis points and 125 basis points lower than the loan’s contractual rate. Servicing fees are negotiated on a loan-by-loan basis. As of December 31, 2023, our interests in the subject loans had an aggregate outstanding balance of $19.2 million, and in 2023, the servicing fees paid to Colliers Mortgage were approximately $44 thousand. As of December 31, 2024, our interests in the subject loans had an aggregate outstanding balance of $20.9 million, and in 2024, the servicing fees paid to Colliers Mortgage were approximately $48 thousand. Additionally, we purchased $8.7 million of securities in 2023 and $500 thousand of securities in 2024 in transactions in which Colliers Securities acted as broker for the Company or the issuer of the securities and received commissions of approximately $47 thousand and $4 thousand in 2023 and 2024, respectively. The Company and the Bank believe the terms of this relationship are consistent with the terms of agreements for similar transactions that could be received in arm’s-length negotiations with third parties.

In 2023, we acquired an undeveloped parcel of land from a third party and entered into a development services agreement to engage North Shore to perform services for the development of and coordination of infrastructure improvements to the parcel. Mr. Urness and Mr. Juran each own 50% of the membership interests in North Shore. Pursuant to the agreement, we agreed to pay North Shore a fee equal to 5% of the total project costs, but not to exceed a total of $250 thousand. No development service fees were paid to North Shore in 2023 and approximately $125 thousand development service fees were paid to North Shore in 2024. The Company and the Bank believe the terms of this agreement are consistent with the terms of development agreements for similar properties that could be received in arm’s-length negotiations with third parties.

Ordinary Banking Relationships

Our directors, officers, certain of our beneficial owners of more than 5% of our common stock and their respective associates were customers of and had transactions with us in the past, and additional transactions with these persons are expected to take place in the future. All outstanding loans and commitments to lend with these persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. All such loans are approved by the Bank’s board of directors in accordance with applicable bank regulatory requirements. Similarly, all certificates of deposit and depository relationships with these persons were made in the ordinary course of business and involved substantially the same terms, including interest rates, as those prevailing at the time for comparable depository relationships with persons not related to the Company or the Bank.

Policies and Procedures Regarding Related Party Transactions

Transactions by the Company or the Bank with related parties are subject to certain regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve Board of Governors (the “Federal Reserve”) Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders).

Under applicable SEC and Nasdaq rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120 thousand and a related party has or will have a direct or indirect material interest. Related parties of the Company include directors (including nominees for election as directors), executive officers, 5% shareholders and the immediate family members of these persons. Our Board has adopted a written policy governing the procedures for reviewing and approving related party transactions. Our Audit Committee, in consultation with management and outside counsel, as appropriate, will review potential related party transactions to determine if they are subject to the policy. If so, the transaction will be referred to the Audit Committee for approval. In determining whether to approve a related party transaction, the Audit Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of any improper conflicts of interest for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of the close of business on the Record Date, regarding the beneficial ownership of our common stock by:

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options currently exercisable or exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name.

The percentage of beneficial ownership is based on 27,596,315 shares of our common stock outstanding as of the close of business on the Record Date.

Except as otherwise indicated, the address for each shareholder listed in the table below is: c/o Bridgewater Bancshares, Inc., 4450 Excelsior Blvd., Suite 100, St. Louis Park, Minnesota 55416.

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DELINQ UENT SECTION 16( a ) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended ( the “Exchange Act”) requires the Company’s executive officers and directors, as well as persons who own 10% or more of a class of the Company’s equity securities, to file reports of their ownership of the Company’s securities, as well as statements of changes in such ownership, with the SEC. The Company believes that all such filings required during 2024 were made on a timely basis, except for one late Form 4 for Ms. Crocker reporting one late transaction.

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General

As required by Section 14A of the Exchange Act, the Company is conducting a separate non-binding, advisory shareholder vote, commonly known as a “say-on-pay” vote, to approve the compensation of our NEOs. This vote gives shareholders the opportunity to endorse or not endorse the Company’s pay program for its NEOs.

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Say-on-Pay Vote

The Company is requesting shareholder approval, on a non-binding, advisory basis, of the compensation of the Company’s NEOs for 2024 as listed in the Summary Compensation Table, appearing in the “Executive Compensation” section in this proxy statement, and as described in more detail in this proxy statement. As explained in more detail in the CD&A section of this proxy statement, the general objectives of the Company’s executive compensation programs, which the Company believes are straightforward and reasonable, are to align our NEOs’ compensation with the achievement of the Company’s strategic short- term and long-term operating and financial goals. In a non-binding, advisory vote on the frequency of future say-on-pay votes held at our 2024 annual meeting of shareholders, our shareholders voted in favor of conducting say-on-pay votes annually. In light of this result, and other factors considered by our Board and Compensation Committee, our Board has determined that we will hold say-on-pay votes on an annual basis until the next non-binding, advisory vote on such frequency, which will take place at our 2030 annual meeting of shareholders.

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The following resolution is submitted for shareholder approval:

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“ RESOLVED , that Bridgewater Bancshares, Inc.’s shareholders approve, on an advisory basis, the compensation of Bridgewater Bancshares, Inc.’s named executive officers, as described in the section captioned ‘Executive Compensation’ and the tabular disclosure regarding named executive officer compensation contained in the Bridgewater Bancshares, Inc. proxy statement dated March 10, 2025.”

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Shareholder Vote Necessary to Approve the 2024 Compensation of the Company’s Named Executive Officers

Approval of the non-binding, advisory say-on-pay proposal requires that the number of votes cast “FOR” the proposal exceed the number of votes cast against such proposal. Abstentions and broker non-votes, if any, will not affect the outcome of the vote. While this say-on-pay vote is required, it is not binding on the Board or the Compensation Committee, and may not be construed as overruling any decision by the Board or the Compensation Committee. However, the Board and the Compensation Committee will take into account the outcome of the votes when considering future compensation arrangements. Proxies properly signed and returned will be voted “FOR” the non-binding, advisory say-on-pay proposal unless you specify otherwise.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis section describes our compensation philosophy and policies as applicable to the named executive officers listed below for 2024. This CD&A also describes the Compensation Committee’s process for making pay decisions, as well as the rationale for specific decisions related to the fiscal year ended December 31, 2024.

Named Executive Officers

Our NEOs, which consist of our principal executive officer, our principal financial officer, and the Company’s three other most highly compensated executive officers, for 2024 were:

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Our Compensation Philosophy and Governance Practices

We compensate our NEOs through a combination of base salaries, annual bonuses under our short-term incentive plan (“STI Plan”), equity awards and other benefits including perquisites, as well as periodic grants of incentive and non-statutory stock options. The goal of our executive compensation program is to generate long-term value for our shareholders by attracting, motivating and retaining outstanding executives who have the background, leadership skills and entrepreneurial drive to execute our strategic goals. Our Board believes the executive compensation packages that we provide our executives, including our NEOs, should include both cash and equity compensation that reward performance as measured against established corporate and individual goals. The purpose and key features of each primary element of our executive compensation program in 2024 are described below.

Elements of Compensation.

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Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent members of the Board. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which is available on our website at investors.bridgewaterbankmn.com.

Role of Executive Officers. As requested by the Compensation Committee, some members of management support the Compensation Committee’s review and consideration of executive compensation by providing information for the Compensation Committee’s review. In particular, the CEO provides recommendations with respect to the other NEOs. Such recommendations from the CEO address, among other items, financial results and analysis, performance evaluations, compensation provided to our NEOs (other than the CEO), technical and regulatory considerations and input on program design and possible modifications.

The Compensation Committee has final discretion over all compensation decisions regarding the CEO and each of the other NEOs. The Compensation Committee discusses the CEO’s recommendations and accepts or adjusts them based upon its own assessment of Company strategic goals, executive responsibilities, internal pay equity and its independent review of market data. The CEO is not involved in discussions or decisions related to their respective compensation.

Use of Independent Consultants. Under its charter, the Compensation Committee has the sole authority to select, retain, or replace compensation advisors. The Compensation Committee has historically engaged a compensation consultant to provide independent, objective analyses and professional opinions about executive and director compensation matters. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to attract and retain qualified executives, aids the Compensation Committee in aligning executives’ interests with those of our shareholders and ensures that our executive compensation program appropriately motivates and rewards ongoing achievement of strategic goals.

In 2021, the Compensation Committee retained an independent compensation consultant, Pearl Meyer, to provide a summary of market compensation levels to executive officers, key findings, and preliminary recommendations with respect to the compensation of our executive officers as compared to those of our peers. In 2022 and 2023, the Compensation Committee again retained Pearl Meyer to assist in the development of the framework for the Company’s STI Plan, discussed below. The Compensation Committee considered the analysis provided by Pearl Meyer in 2024 and other factors, including individual NEO experience and performance in the development and issuance of annual cash bonuses under the 2024 STI Plan.

Say-on-Pay Vote on Executive Compensation. We conducted our first say-on-pay vote at our 2024 annual meeting of shareholders, at which 96.25% of the votes cast were cast in favor of approving, on a non-binding, advisory basis, 2023 compensation of our NEOs. Because we value the opinions of our shareholders, our Board and Compensation Committee will consider the outcome of the say-on-pay vote described in Proposal No. 2 of this proxy statement, as well as feedback received throughout the year, when making compensation decisions for our NEOs in the future.

Best Practices. Our pay-for-performance philosophy and compensation practices provide an appropriate risk-managed framework in which our executives are encouraged to achieve our strategic goals without excessive risk taking in their business decisions. We adhere to several best practices for executive compensation, including:

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2024 Peer Group

The Compensation Committee, in consultation with Pearl Meyer, periodically reviews and defines a peer group used in determining executive compensation. The 2024 Peer Group was developed based on an analysis of publicly-traded commercial banks to identify peers with similar characteristics to Bridgewater based on a variety of factors including asset size, financial performance, geography, and overall business model.

Bridgewater’s 2024 Peer Group included the following 21 banks:

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2024 Executive Compensation Program

We compensate our NEOs with a combination of base salary, annual incentive bonuses in cash, annual and other periodic grants of equity, and other benefits including perquisites. Each element is designed to achieve a specific purpose and to contribute to a total package that is competitive with similar packages provided by other institutions that compete for the services of individuals like our NEOs.

Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives having four-year vesting schedules serve as important retention incentives and drive our NEOs to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal year 2024:

Base salaries . Current NEO base salaries were established based on an assessment of our peer compensation in consideration of the roles of our NEOs.

Short-Term Incentives . Based on 2024 performance, our NEOs’ annual incentives were earned at between 28% and 34% of base salary under the Company’s STI Plan.

Long-Term Incentives . To continue to strengthen alignment with the market and provide a balance between performance and retention, the Compensation Committee decided to continue use of restricted stock units as part of granting long-term incentives to the NEOs for 2024.

Base Salary

Our Compensation Committee reviews and approves the base salaries of our NEOs and relied on the recommendations of Pearl Meyer, publicly available information regarding the compensation of our peers, as well as survey data from industry resources and individual considerations in setting the base salary for each of our NEOs. Salary levels are typically reviewed annually as part of our performance review process and upon a promotion or other change in job responsibility. The Compensation Committee conducted a limited review of NEO base salaries during 2024, and increased Mr. Chybowski’s base compensation in 2024 in connection with his promotion to President of the Company. The Compensation Committee did not review or make any changes to the base salaries of any other NEOs in 2024.

Short-Term Incentive Plan

The Company’s STI Plan for NEOs is based in equal part on the Company’s pre-provision, pre-tax net revenue (“PPNR”), a non-GAAP financial measure (see “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, for further details), and the individual performance goals of each NEO, as determined at the discretion of the Compensation Committee. The Compensation Committee believes PPNR is the best overall objective metric for evaluating the NEOs’ performance and believes the subjective evaluation of each NEO’s achievements provides the Compensation Committee with the opportunity to specifically tailor compensation commensurate to the contributions of each NEO individually and as a collective leadership team.

On a year-by-year basis, the Compensation Committee structures the PPNR component of the STI Plan by selecting PPNR goals under which bonuses may be earned. Our NEOs are eligible to earn a portion of their target bonuses if the Company attains a sufficient level of PPNR performance. The Compensation Committee selects PPNR performance goals to establish threshold, target, and maximum metric achievement levels and payout percentages. If we fail to attain the threshold level of the PPNR performance goal, our NEOs earn no amount of their target bonuses subject to the PPNR metric. If we achieve a PPNR exceeding the threshold amount but less than 100% of the target performance goal, our NEOs earn between the threshold payout percentage and the amount of their target bonuses subject to the metric, with actual payouts determined based on a sliding scale. If we achieve a PPNR exceeding the target performance goal but less than an established maximum performance level amount, our NEOs earn between 100% of their target bonuses and the maximum payout percentage subject to the metric, with actual payouts determined based on a sliding scale.

On a year-by-year basis, the Compensation Committee structures the subjective component of the STI Plan by reviewing and approving individual and Company performance goals under which bonuses may be earned.  Actual payouts are established based on a subjective evaluation by the Compensation Committee on the achievement by each NEO and the Company of the approved performance goals.

For 2024, the annual incentive opportunity was set at 75% of the annual base salary of the CEO and 60% of the annual base salary of each other NEO. The annual cash bonus for each NEO was determined in equal part based on the Company’s PPNR metric and individual performance goals.

For 2024, the Compensation Committee established the following PPNR performance goals and payout percentages:

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In light of expected economic and market headwinds that were considered likely to negatively impact the Company’s performance for 2024, the target performance threshold was set at a level of 110% of the Company’s budgeted PPNR to reflect the Compensation Committee’s determination that, given the headwinds, the Company would need to exceed budgeted PPNR levels in order to warrant payment to the NEOs of the full annual target incentive opportunity.

In administering the STI Plan for 2024, the Compensation Committee made two adjustments to the calculation of PPNR for determination of payouts for 2024. The Company completed the acquisition and merger of First Minnetonka City Bank in 2024, and the Compensation Committee determined that the one-time transaction expenses for the acquisition should not be a factor in determining executive compensation, and should be added back to PPNR for purposes of the STI Plan, and used this “Adjusted PPNR” for determining the PPNR component of the STI Plan. Further, the Company experienced a gain on the one-time sales of securities that the Compensation Committee determined should be included in the “Adjusted PPNR” for determining the PPNR component of the STI Plan. After factoring such adjustments, the Company’s Adjusted PPNR for 2024 achieved the threshold PPNR performance level, but did not achieve the target PPNR performance level, so our NEOs earned between the threshold payout percentage and the amount of their target bonuses subject to the metric, with actual payouts determined based on a sliding scale. It is worth noting the Company would still have achieved the threshold PPNR performance level without the adjustments.

For 2024, the Compensation Committee determined that, despite the strong individual performance and contributions by each NEO, the Company’s financial performance was well below historical expectations warranting subjective payout levels between 14% and 34% of target payouts for each NEO. The 2024 STI Plan bonus for each NEO is set forth below: