Bridgewater Bancshares Inc

For the period ended Apr 22, 2025. Filed Mar 10, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 22, 2025 · Filed Mar 10, 2025

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BWB$20.28+0.0%Stored close · as of Nov 6, 2026

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Contents

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

Date and Time:	Tuesday, April 22, 2025 at 2:00 p.m. Central Time
Place:	Virtual meeting at www.virtualshareholdermeeting.com/BWB2025
Record Date:	Shareholders as of the close of business on February 24, 2025

Summary of Proposals

BOARD RECOMMENDATION

Proposal 1	Proposal 2	Proposal 3
Election of Directors	Say-on-Pay	Ratificationof Independent RegisteredPublic Accounting Firm
The Board is presenting seven (7) nominees for election as directors at this year’s Annual Meeting, to serve until the next annual meeting of shareholders.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. Provided with this proposal is information about each director, corporate governance practices, and director compensation.	A non-binding, advisory vote is being presented to approve the compensation of the Company’s named executive officers (“NEOs”), as set forth in this proxy statement (the “say-on-pay proposal”).The Compensation Discussion and Analysis ("CD&A") section of this proxy statement explains the Board's process and decisions with respect to executive compensation. At our 2024 annual meeting of shareholders, 96.25% of the votes cast were in favor of the proposal to approve on a non-binding, advisory basis, the compensation of our NEOs.	An advisory vote is being presented to ratify the appointment of RSM US LLP (“RSM”) as the Company's independent registered public accounting firm for year ended December 31, 2025. RSM has served in this capacity since fiscal year 2023. At our 2024 annual meeting of shareholders, 99.95% of the votes cast were in favor of the proposal for the appointment of RSM.
✓ FOR	✓ FOR	✓ FOR

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:

BY INTERNET	BY MOBILE DEVICE	BY TELEPHONE	BY MAIL	DURING THE MEETING
Vote online atwww.proxyvote.com	Scan this QR Code to vote with your mobile device	Call the number included on your proxy card or notice	Mail your marked, signed and dated proxy card	You may attend the meeting via the internet and vote during the meeting.

2025 Proxy Statement	3

PROXY SUMMARY

Director Nominees

· · · · Committees
Director and Principal Occupation · Age · DirectorSince · Independent · Audit · Compensation · Nominatingand ESG
					.
Nominees · · · · · ·
· · · · ·
	Jerry BaackChairman and Chief Executive Officer of the Company and the Bank	58	2005	No
	Lisa BrezonikOperating Partner of Carlson Private Capital Partners	55	2019	Yes
	James JohnsonRegional Franchise Developer of Express Services, Inc.	62	2005	Yes
	Mohammed LawalLead Founder, Chief Executive Officer and Principal Architect of LSE Architects, Inc.	58	2020	Yes
	Douglas ParishChief Financial Officer of Northern Star Scouting	58	2018	Yes
	Jeffrey ShellbergDirector, Secretary, EVP and Chief Credit Officer of the Company and the Bank	63	2005	No
	David VolkPrincipal of Castle Creek Capital	48	2017	Yes

Continuing Directors
Class II (Term Expiring 2026)
	David JuranPresident and Chief Executive Officer of Colliers Mortgage	57	2010	Yes
	Thomas TrutnaPresident and Founder of BIG INK	59	2005	Yes
	Todd UrnessShareholder at Winthrop & Weinstine, P.A.	68	2005	Yes

Ind = Independent = Chairperson = Member

4	Bridgewater Bancshares, Inc.

PROXY SUMMARY

Corporate Governance Highlights

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

●Separate lead independent director position●Each standing committee is composed exclusively of independent directors●Executive sessions without management present●Stock ownership guidelines for non-employee directors●Annual board self-evaluations●80% of the Board is comprised of independent directors	●Regular committee meetings throughout the year●Independent compensation consultant retained by and reporting to the Compensation Committee●Annual evaluation of board skills matrix●Prohibition on hedging of stock●Board oversight of the Company’s environmental, social and governance (“ESG”) program ●20% of our directors self-identify as women or ethnic minorities

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:

●	grew core deposits(1) by $559.4 million, or 22.0%, including growth of $342.0 million, or 13.4%, excluding the acquisition of First Minnetonka City Bank;

●	reduced the loan-to-deposit ratio to 94.7% from 100.4% at December 31, 2023;

●	maintained superb asset quality with net charge-offs to average loans of 0.03% and nonperforming assets to total assets of 0.01%;

●	grew tangible book value per share 5.1% to $13.49(2); and

●	completed the acquisition of First Minnetonka City Bank in just 107 days following announcement.

(1)	Core deposits are defined as total deposits less brokered deposits and certificates of deposit greater than $250,000.

(2)	Represents 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.

2025 Proxy Statement	5

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