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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BRIDGEWATER BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS


MEETING TIME AND DATE 1:00 p.m. Central Time on Tuesday, April 27, 2021 VIRTUAL MEETING LOCATION www.virtualshareholdermeeting.com/BWB2021 Record Date: March 2, 2021	Items of Business The annual meeting of the shareholders of Bridgewater Bancshares, Inc., a Minnesota corporation, will be held online at www.virtualshareholdermeeting.com/BWB2021, on Tuesday, April 27, 2021, at 1:00 p.m., Central Time, for the following purposes:
				Board Recommendation
		1	Elect the four nominees named in the accompanying proxy statement to serve as Class III directors, each for a term expiring at the 2024 annual meeting of shareholders;	✓
			2	Ratify the appointment of CliftonLarsonAllen LLP as our independent registered public accounting firm for the year ending December 31, 2021; and	✓
			3	Transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting.	✓

There will not be a physical meeting at the Company’s principal executive offices. 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/BWB2021. 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 March 2, 2021, 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.


By order of the Board of Directors,

Jerry Baack
Chairman, Chief Executive Officer and President
St. Louis Park, Minnesota
March 17, 2021

YOUR VOTE IS IMPORTANT. PLEASE EXERCISE YOUR SHAREHOLDER RIGHT TO VOTE,
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.

Table of Contents

QUESTIONS AND ANSWERS

The following is information regarding the meeting and the voting process, presented in a question and answer format.

Why did I receive the proxy materials?

You received the proxy materials because you owned shares of our common stock on March 2, 2021, the record date for the annual meeting. This proxy statement describes the matters that will be presented for consideration by the shareholders at the meeting. It also gives you information concerning those matters to assist you in making an informed decision.

How do I attend the virtual meeting?

The annual meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by live webcast. You are entitled to participate in the meeting only if you were a shareholder of record as of the record date for the annual meeting, March 2, 2021, or if you hold a valid proxy for the annual meeting. There is no physical location for the annual meeting. You will be able to attend the annual meeting online, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BWB2021 and entering the 16-digit control number found on the proxy card distributed to each shareholder as of the record date. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you should follow the instructions for attending the annual meeting provided by your broker or other fiduciary. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting. Online check-in will start shortly before the meeting, which will begin promptly at 1:00 p.m. Central Time on April 27, 2021. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection if they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. A technical support number will be made available on the webpage during check-in for shareholders who experience technical difficulties accessing the virtual annual meeting. A complete list of the shareholders entitled to vote at the annual meeting will be made available for inspection by clicking the designated shareholder list link that will appear on your screen. The shareholder list may be accessed at any time during the meeting.

How do I ask questions at the virtual meeting?

In order to submit a question at the annual meeting, you will need to log into www.virtualshareholdermeeting.com/BWB2021 and enter the 16-digit control number found on the proxy card distributed to each record shareholder. If you would like to ask a question during the meeting, you can type in your question in the “ask a question” text box that will appear on your screen and click “submit”. We encourage you to submit any questions as soon as possible during the meeting to ensure your question is received.

What matters will be voted on at the meeting?

You are being asked to vote on: (i) the election of the four nominees named in this proxy statement to serve as Class III directors, each for a term expiring at the 2024 annual meeting of shareholders; and (ii) the ratification of the appointment of CliftonLarsonAllen LLP as our independent registered public accounting firm for the year ending December 31, 2021. These matters are more fully described in this proxy statement.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares “FOR” the election of each of the director nominees named in this proxy statement and “FOR” the ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2021.


2021 Proxy Statement		3

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QUESTIONS AND ANSWERS

How do I vote?

Shareholders of Record. If you are a shareholder of record (that is, if your shares are registered in your own name with our transfer agent), you may vote using the enclosed proxy card. Voting instructions are provided on the proxy card contained in the proxy materials.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name (that is, if you hold your shares through a bank, broker or other holder of record), you must provide your voting instructions in accordance with the voting instruction form provided by your bank, broker or other holder of record, who will then vote your shares on your behalf. The availability of telephone or internet voting will depend upon your bank’s, broker’s, or other holder of record’s voting process.

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a shareholder of record and you: (i) indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board; or (ii) sign and return a proxy card without giving specific voting instructions; then the persons named as proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their judgment with respect to any other matters properly presented for a vote at the meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

At the meeting, the election of directors is considered a non-routine matter, but the ratification of the appointment of our independent registered public accounting firm is considered a routine matter.

What options do I have in voting on each of the proposals?

You may vote “FOR” or withhold your vote with respect to the election of each director nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the ratification of the appointment of our independent registered public accounting firm, and any other proposal that may properly be brought before the meeting.

How many votes may I cast?

You are entitled to cast one vote for each share of stock you owned on the record date.

What is the quorum required for each matter?

The holders of a majority of the outstanding shares of the Company entitled to vote on each matter represented in person or by proxy will constitute a quorum for purposes of such matter at the meeting. Virtual attendance at the annual meeting constitutes presence “in person” for purposes of determining a quorum at the meeting. If less than a majority of the outstanding shares are represented at the meeting, a majority of the shares represented may adjourn the meeting at any time.

On March 2, 2021, the record date, there were 28,128,075 shares of common stock issued and outstanding. Therefore, at least 14,064,038 shares need to be represented in order to constitute a quorum.

Broker non-votes will count for purposes of determining whether or not a quorum is present since a routine matter (the ratification of the appointment of our independent registered public accounting firm) is on the proxy ballot. Similarly, abstentions will be considered in determining the presence of a quorum.


4		Bridgewater Bancshares, Inc.

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QUESTIONS AND ANSWERS

How many votes are needed for approval of each proposal?

With respect to the election of directors, the four individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company to serve until the Company’s 2024 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation or removal. 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.

With respect to the ratification of the appointment of our independent registered public accounting firm, if a majority of the voting power of the shares of common stock present and entitled to vote are voted “FOR” the approval of the proposal, then the proposal will be approved.

How are abstentions and broker non-votes treated?

With respect to the election of directors, abstentions and broker non-votes will not affect the outcome of the election.

With respect to the ratification of the appointment of our independent registered public accounting firm, an abstention will have the effect of a vote “AGAINST” the approval of the proposal. A broker non-vote will not be treated as entitled to vote on this proposal, and therefore will not have an effect on the proposal.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time prior to the taking of the vote at the meeting. Prior to the applicable cutoff time, you may change your vote using the methods described in the proxy card. You may also revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, or by attending the virtual meeting and voting online. However, your attendance at the virtual meeting will not automatically revoke your proxy unless you properly vote at the virtual meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company’s secretary at 4450 Excelsior Blvd., Suite 100, St. Louis Park, Minnesota 55416, prior to the meeting.

What happens if a nominee is unable to stand for election?

The Board may, by resolution, designate a substitute nominee. Shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than four nominees. The Board has no reason to believe any nominee will be unable to stand for election.

Where do I find the voting results of the meeting?

If available, we will announce voting results at the meeting. The voting results will also be disclosed in a Current Report on Form 8-K that we will file with the Securities and Exchange Commission within four business days after the annual meeting.

Who bears the cost of soliciting proxies?

We will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of the Company or its subsidiaries may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders.


2021 Proxy Statement		5

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PROPOSAL

ELECTION OF DIRECTORS

✓

The Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director.

At the annual meeting, our shareholders will be entitled to elect four Class III directors for a term expiring at the 2024 annual meeting of shareholders. The Company’s directors are divided into three classes having staggered terms of three years. As described further below, each of the four nominees for election as Class III directors are incumbent directors. All of the nominees have consented to serving 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. With respect to the election of directors, the four 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 2024 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation or removal. 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.

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


NOMINEES
CLASS III (Term Expiring 2024)

Name	Age	Position with the Company	Director Since
Jerry J. Baack	54	Chairman, Chief Executive Officer and President	2005
Lisa M. Brezonik	51	Director	2019
Mohammed Lawal	54	Director	2020
Jeffrey D. Shellberg	59	Director, Secretary, Executive Vice President and Chief Credit Officer	2005

CONTINUING DIRECTORS
CLASS I (Term Expiring 2022)

Name	Age	Position with the Company	Director Since
James S. Johnson	58	Director	2005
Douglas J. Parish	54	Director	2018
David J. Volk	44	Director	2017

CLASS II (Term Expiring 2023)

Name	Age	Position with the Company	Director Since
David B. Juran	53	Director	2010
Thomas P. Trutna	55	Director	2005
Todd B. Urness	64	Director	2005

All of our directors will hold office until the annual meeting of shareholders in the year indicated, or until their earlier death, resignation, removal or disqualification, or until their respective successors are duly elected and qualified. There are no arrangements or understandings with any of the nominees pursuant to which they have been selected as nominees or directors.

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, with any other director or with any of our executive officers.


2021 Proxy Statement		7

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PROPOSAL 1

Director Nominees

Jerry J. Baack
Director Since: 2005	Committees: N/A
Age: 54
Background:
As the principal founder of the Company and the Bank, Mr. Baack was responsible for all aspects of the Bank’s formation, including the initial capital raise, business plan, Board and management team structure and recruitment, charter and regulatory approval. He currently serves as our Chairman of the Board, Chief Executive Officer and President for the Company and the Bank, positions he has held since the Company was founded in 2005. As the chief visionary and strategist, Mr. Baack plays a vital role in business development and is instrumental in defining strategic initiatives and ascertaining new opportunities for growth. Mr. Baack drives all decisions regarding mergers and acquisitions, capital management and diversification. Prior to establishing the Bank in 2005, Mr. Baack held positions at Commerce Bank, First State Bank of Excelsior and Hampton Bank, all located in the State of Minnesota. He began his career as a bank examiner with the Federal Deposit Insurance Corporation (“FDIC”) in 1990, where he worked for over seven years. He has over 30 years of commercial banking and regulatory experience. As a result of the Bank’s continued success, Mr. Baack was recognized in The Minnesota 500 as one of the most powerful and influential leaders in Minnesota in 2019 and 2020 and in The Twin Cities Business magazine as one of the top 100 people to know in 2019. Additionally, Mr. Baack was awarded Banker of the Year by NorthWestern Financial Review (nka BankBeat) in 2017 and was a nominee for the 2017 Entrepreneur of the Year award by Ernst & Young. Mr. Baack received his B.S. from Minnesota State University in 1989 and is an alumnus of the Graduate School of Banking at University of Colorado, Boulder.

Lisa M. Brezonik
Director Since: 2019	Committees: Nominating and Corporate Governance (Chair)
Age: 51
Background:
Ms. Brezonik, a director of the Company and the Bank since 2019, serves as Chairperson of the Nominating and Corporate Governance Committee of the Board. She is the Chief Executive Officer of Salo, LLC, a leading staffing and consulting firm for finance, accounting and human resources in Minneapolis and Chicago. She has held this position since December 2020. As an accomplished leader with over 25 years of experience, Ms. Brezonik brings expertise in talent acquisition, human resources and leadership development to the Company. She joined Salo, LLC in 2015 as Chief Talent Officer, became Chief Operating Officer in 2017 and President in 2018. Before joining Salo, LLC, Ms. Brezonik spent eight years as the owner and entrepreneur behind Brezonik Consulting, a Twin Cities executive coaching and organizational consulting firm. Prior to that, she held various human resources leadership roles at RBC Dain Rauscher, Integ Incorporated, and Room and Board, Inc. Ms. Brezonik holds a B.A. from the University of Minnesota. In addition to serving on the Board of the Company and the Bank, Ms. Brezonik currently serves as a board member for Kipsu, Inc. and the Hennepin Health Foundation.

Mohammed Lawal
Director Since: 2020	Committees: Nominating and Corporate Governance
Age: 54
Background:
Mr. Lawal has served on the Board of the Company and the Bank since October 2020. He is the lead founder of LSE Architects, Inc., an entrepreneurial, Twin Cities-based architecture, interior design and planning firm and has served as its CEO and Principal Architect since 2011. Mr. Lawal has over 30 years’ experience in design, planning and programming. Under his leadership, LSE Architects has provided architectural services for a variety of projects ranging from barbershops and schools to multifamily housing and U.S. Bank Stadium. Mr. Lawal is a member of AIA Minnesota and, in 2021, he was elevated to the AIA College of Fellows for his exceptional work and contributions to architecture and society. Mr. Lawal holds a Bachelor of Architecture from the University of Minnesota. In addition to serving on the Board of the Company and the Bank, Mr. Lawal currently serves as a board member for two non-profit organizations, Friends of Hennepin County Library and MEDA Advisory Council.


8		Bridgewater Bancshares, Inc.

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PROPOSAL 1

Jeffrey D. Shellberg
Director Since: 2005	Committees: N/A
Age: 59
Background:
Mr. Shellberg is a founder of the Company and has served on the Board of the Company and the Bank since its formation in 2005. Mr. Shellberg has worked in the regulatory and commercial banking industry for over 30 years. Mr. Shellberg has served as Secretary, Executive Vice President and Chief Credit Officer of the Company since 2013 and is responsible for all aspects of the Bank’s credit policies and risk management systems. Prior to 2013, Mr. Shellberg oversaw the lending division in addition to his responsibilities as Chief Credit Officer. He currently chairs the loan and appraisal committees and plays an integral role in credit actions on the Bank’s largest lending relationships. He serves as our primary contact with all regulatory agencies. Mr. Shellberg’s extensive experience in community banking includes strategic planning, policy formation, risk management, asset and liability management, as well as external/internal audit. Prior to joining the Bank, Mr. Shellberg was Senior Vice President of Klein Bank and began his banking career at the FDIC in 1985, where he worked for 15 years. He is a frequent guest panelist at commercial real estate forums across the Twin Cities. Mr. Shellberg received his B.S. from Iowa State University and is an alumnus of the Graduate School of Banking at Colorado, Boulder.

Continuing Directors

James S. Johnson
Director Since: 2005	Committees: Audit and Nominating and Corporate Governance
Age: 58
Background:
Mr. Johnson has served on the Board of the Company and the Bank since 2005. He and his wife, Jolynn, are owners of Flagship Marketing, Inc., a privately held company that owns franchises with Express Services, Inc., dba Express Employment Professionals, which delivers recruiting and staffing support and human resource services through a network of more than 800 franchise locations. Additionally, Mr. Johnson is currently a Regional Franchise Developer for Express Services, Inc., which provides consulting services to regional owners and offices located in Minnesota, Iowa, Wisconsin, Illinois, and South Dakota. Since 1994, Mr. Johnson’s franchises in the Twin Cities have focused on both the commercial and professional staffing segments. Mr. Johnson previously served multiple terms on the board of directors for the Minnesota Recruiting and Staffing Association where he also served as President. Mr. Johnson has experience serving as a director on the boards of other organizations, including Gillette Children’s Specialty Healthcare, the Minneapolis Regional Chamber of Commerce, and the Bloomington Chamber of Commerce. Mr. Johnson received his B.A. and B.S. from Iowa State University. As a prominent business owner and long-standing talent acquisition professional, Mr. Johnson has significant ties to other local business leaders.

Douglas J. Parish
Director Since: 2018	Committees: Audit (Chair)
Age: 54
Background:
Mr. Parish, a director of the Company and the Bank since 2018, serves as the Chairperson of the Audit Committee of the Company’s Board. As both a Certified Public Accountant and a Certified Internal Auditor, Mr. Parish is a financial expert with 30 years of diverse experience across a number of disciplines, including accounting, finance, audit, risk management, regulatory compliance and corporate governance. Mr. Parish retired in 2017 after serving as Senior Vice President and Chief Compliance Officer for Ameriprise Financial, Inc. since 2016, and prior to that, he served as Senior Vice President and Chief Audit Executive for Ameriprise. Recruited to Ameriprise in 2005 at the time of the company’s spin-off from American Express, he worked to build a world-class internal audit function for this Fortune 250 diversified financial services company. Prior to his tenure at Ameriprise, Mr. Parish was Vice President and Chief Internal Auditor at Ceridian Corporation and held numerous audit roles at Citigroup. Mr. Parish holds a B.A. from St. Olaf College and currently serves as a board member for several Twin Cities’ non-profit organizations, including Children’s Theatre Company and Northern Star Council (Boy Scouts of America).


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PROPOSAL 1

David J. Volk
Director Since: 2017	Committees: Compensation and Nominating and Corporate Governance
Age: 44
Background:
Mr. Volk has served on the Board of the Company and the Bank since 2017. Mr. Volk is a principal at Castle Creek Capital®, an alternative asset management firm focused on the community banking industry, located in Rancho Santa Fe, California. He has been with Castle Creek Capital since 2005 and has led or supported investments in numerous recapitalization, distressed and growth situations. Prior to joining the firm, Mr. Volk worked as an associate with TW Associates Capital, Inc. after receiving his initial training at Ernst & Young. Mr. Volk currently serves as a director of multiple banking institutions, including Bank of Southern California, Bank of Idaho Holding Company and New Mexico First Financial. Mr. Volk holds a B.S. from Santa Clara University and an M.S. from the University of Virginia. Mr. Volk’s extensive financial institution experience based in strategic planning, operational improvements, acquisitions and capital financing brings a perspective on the opportunities and challenges facing banks nationwide.

David B. Juran
Director Since: 2010	Committees: Compensation (Chair)
Age: 53
Background
Mr. Juran, a director of the Company and the Bank since 2010, serves as the Chairperson of the Compensation Committee and as Lead Independent Director of the Company’s Board. Mr. Juran is the President and Chief Executive Officer of Colliers Mortgage LLC, a full-service nationwide mortgage banking firm. He has been with his company (and its predecessor Dougherty Financial Group LLC) since 2002 and is also a member of the Board of Directors of Colliers Mortgage Holdings LLC. Colliers Mortgage Holdings LLC is the parent company of Colliers Mortgage LLC, Colliers Securities LLC and Colliers Insurance Agency LLC. Colliers Mortgage specializes in financing market rate, affordable and senior housing throughout the United States. Prior to joining Colliers Mortgage, Mr. Juran served as Senior Vice President of a regional investment banking firm for over 14 years. Mr. Juran serves on the boards of several non-profits, including Summit Academy and Minnesota Attainable Housing. He received his B.S. from the University of St. Thomas and is fully licensed under NASD Series 7 and 63. His particular expertise in programs supporting the creation of multifamily housing, assisted living and affordable housing coupled with his knowledge of lending through HUD, GNMA and Fannie Mae provides the Board with insights into these unique market areas.

Thomas Trutna
Director Since: 2005	Committees: Audit and Nominating and Corporate Governance
Age: 55
Background:
Mr. Trutna has served on the Board of the Company and the Bank since 2005. He is the President and Founder of Trutna Enterprises, Inc. d/b/a BIG INK, a visual communications company that creates branded solutions for Fortune 1000 companies, an organization he has run since 1999. Prior to founding BIG INK, Mr. Trutna held marketing and business management positions at General Mills and Periscope, a Twin Cities advertising firm. Mr. Trutna serves as Past President of the Minnesota Chapter Entrepreneurs’ Organization and is a frequent guest lecturer for entrepreneurial classes and professional organizations across the Twin Cities. Mr. Trutna received his B.S. from Minnesota State University, Mankato. Another prominent business owner and long-standing resident of Minnesota, Mr. Trutna has significant ties to other local business leaders.


10		Bridgewater Bancshares, Inc.

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PROPOSAL 1

Todd B. Urness
Director Since: 2005	Committees: Compensation
Age: 64
Background:
Mr. Urness has served on the Board of the Company and the Bank since 2005. He is a shareholder at the law firm of Winthrop & Weinstine, P.A., a law firm located in Minneapolis, Minnesota. Mr. Urness has practiced with Winthrop & Weinstine since 1985 and has been a shareholder with the firm since 1988. He has served on the Board of Directors of Winthrop & Weinstine as well as its senior management and compensation committees since 1993. In addition, he is the practice leader for the law firm’s real estate group. He holds a B.A. from Gustavus Adolphus College and a J.D. from the University of Minnesota School of Law. In addition, Mr. Urness is a Certified Public Accountant and a member of the Minnesota Bar. Mr. Urness’ involvement in real estate also expands to the development and ownership of several local real estate projects, primarily multifamily housing.

The following table sets forth information as of the date of this proxy statement regarding our executive officers:


Name	Age	Position with the Company
Jerry J. Baack	54	Chairman, Chief Executive Officer and President
Jeffrey D. Shellberg	59	Secretary, Executive Vice President and Chief Credit Officer
Mary Jayne Crocker	59	Executive Vice President and Chief Operating Officer
Joe M. Chybowski	34	Chief Financial Officer
Mark E. Hokanson	46	Chief Technology Officer
Nick L. Place	36	Chief Lending Officer
Lisa M. Salazar	48	Chief Deposit Officer

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.

Mary Jayne Crocker. Ms. Crocker has been with the Bank since its founding in 2005 and has served as Executive Vice President and Chief Operating Officer of the Company since January of 2014. Prior to her role as Chief Operating Officer, Ms. Crocker was the Bank’s Senior Vice President, Communications, where she was instrumental in building awareness of the Bank’s brand, maintaining and developing deposit solutions and creating positive shareholder relationships. She is responsible for directing the implementation of all strategic initiatives and overseeing marketing, daily operations, technology and human resources. Prior to joining the Bank in 2005, Ms. Crocker held positions with Commerce Bank in Edina, Minnesota and began her financial career in brokerage at the Montreal Stock Exchange. Ms. Crocker has over 20 years of experience in the financial services industry. She led the integration of the acquisition of First National Bank of the Lakes in 2016. In 2020 and 2013, Ms. Crocker was recognized as one of the Top Women in Finance in the Twin Cities by Finance & Commerce. Furthermore, she was honored as one of the Top Women in Business for 2017 by the Minneapolis/St. Paul Business Journal. Ms. Crocker is a member of the Women’s Leadership Council of the Minneapolis/St. Paul Business Journal and currently serves on the board of Habitat for Humanity of Minnesota and the Bank Holding Company Association. She received her B.C. from McMaster University in Ontario and is an alumna of The Institute of Certified Bankers.

Joe M. Chybowski. Mr. Chybowski joined the Company in 2013 as Controller, and in 2017, he was promoted to Chief Financial Officer. Mr. Chybowski manages all financial activities, including, but not limited to, accounting, regulatory reporting, liquidity management, investment strategies, insurance and capital development. Mr. Chybowski chairs the Bank’s Asset Liability Management Committee as well as its Investment Committee. Prior to joining the Bank, Mr. Chybowski worked for Performance Trust Capital Partners in Chicago from 2009 to 2013 advising financial institutions on investment portfolio strategy and asset/liability management. He currently serves on the board of People Serving People, Minnesota’s largest homeless shelter. Mr. Chybowski received his B.S. from North Park University in Chicago and is an alumnus of the Graduate School of Banking at Colorado, Boulder.


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PROPOSAL 1

Mark E. Hokanson. Mr. Hokanson has been with the Company since 2019, serving as Chief Technology Officer. Mr. Hokanson is responsible for driving the Bank’s technology strategy by developing innovative, robust and secure solutions that generate efficiencies across the organization. He leads a dynamic team of IT professionals and ensures the Bank’s technology roadmap is aligned with the Company’s goals and growth objectives. Mr. Hokanson has over 14 years of experience in the technology industry. Prior to joining the Bank, Mr. Hokanson was with Bremer Bank where he worked for 3 years as Vice President, Information Technology and prior to that served as Senior Director, Information Technology at Fair Isaac Corporation (FICO). Mr. Hokanson holds a bachelor’s degree in Management Information Systems from Augsburg University and an MBA from the University of Minnesota Carlson School of Management.

Nick L. Place. Mr. Place has been with the Company since 2007, serving in various capacities and has served as Chief Lending Officer since 2015. Prior to his current position, Mr. Place was the Vice President of Commercial Lending and was responsible for the origination of commercial loans. As Chief Lending Officer, Mr. Place oversees the lending function within the Bank. Mr. Place is actively engaged in loan originations, primarily focusing on real estate lending in the Twin Cities. Mr. Place has been instrumental in strategically developing specialty loan products in response to market demands. Mr. Place is often a guest speaker on numerous commercial real estate panels throughout the Twin Cities. Prior to joining the Bank, he was employed at Ameriprise Financial. He started his career in banking at Wells Fargo. Mr. Place received his B.A. and B.S. from the University of St. Thomas and is an alumnus of the Graduate School of Banking at Colorado, Boulder.

Lisa M. Salazar. Ms. Salazar has been with the Company since 2018, serving as Chief Deposit Officer since September 2019. Prior to her current position, Ms. Salazar was the Senior Vice President of Deposit Services and Emerging Products. Ms. Salazar is responsible for driving accountability and results through initiatives that deliver revenue growth, market share, new business opportunities and market penetration. She leads a team of deposit services professionals with a focus on providing an unconventional and highly client-centric experience. In addition to managing the deposit channel of the Bank, Ms. Salazar is responsible for leading the strategic direction of the Bank’s product offerings by maintaining awareness of industry trends to enhance the overall client experience. Ms. Salazar has over 28 years of experience in the financial services industry, focused primarily on all aspects of deposit and fee income generation for commercial banking. Prior to joining the Bank, Mrs. Salazar was with TCF National Bank where she worked for 23 years, most recently working as National Sales Manager of Treasury, and First National Bank of North Dakota (nka Alerus Financial) where she worked for three years. She graduated from Minnesota State University Moorhead, with a B.A. in Business Administration and an emphasis in Marketing.


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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,” as that term is defined by the rules of The Nasdaq Stock Market LLC (“Nasdaq”). Our Board has evaluated the independence of its members based upon the rules of Nasdaq and the Securities and Exchange Commission (“SEC”). 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 exception of Mr. Baack and Mr. Shellberg, each of our current directors is an independent director, as defined under the applicable rules. 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 full Board, with additional special meetings held from time to time. 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 Corporate Governance Committee. Our Board also may establish such other committees as it deems appropriate, in accordance with applicable laws and regulations and our Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.

The current charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance 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 2020. In 2021, 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 2020, all directors attended at least 75 percent 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, we encourage and expect all of our directors to attend. Last year, all of the directors serving at that time attended the virtual annual shareholder meeting.

Audit Committee

Our Audit Committee currently consists of Douglas J. Parish (Chairperson), James S. Johnson, and Thomas P. 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 Audit Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Audit Committee is available on our investor relations website at


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investors.bridgewaterbankmn.com. As described in its charter, our Audit Committee has the primary responsibility for, among other things, the matters listed below.


		# of Meetings
Committee Members	Primary Responsibilities	in 2020
Douglas J. Parish (Chairperson) James S. Johnson Thomas P. Trutna	⚫ Selecting and reviewing the performance of our independent auditors and approving, in advance, all engagements and fee arrangements ⚫ Reviewing the independence of our independent auditors ⚫ Meeting with management, the internal auditors and the independent auditors to review the effectiveness of our system of internal control and internal audit procedures ⚫ Reviewing our earnings releases and reports filed with the SEC ⚫ Reviewing reports of bank regulatory agencies and monitoring management’s compliance with recommendations contained in those reports ⚫ Reviewing and approving transactions for potential conflicts of interest under the Company’s conflict of interest policy ⚫ Handling such other matters that are specifically delegated to the Audit Committee by our Board from time to time	10

Compensation Committee

Our Compensation Committee currently consists of David B. Juran (Chairperson), Todd B. Urness and David J. Volk. Our Board has evaluated the independence of the members of our Compensation Committee and has affirmatively determined that all of the members of our Compensation Committee are “independent” under Nasdaq rules and also satisfy the additional independence standards under Nasdaq rules for compensation committee service.

Our Compensation Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Compensation Committee is available on our investor relations 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.


		# of Meetings
Committee Members	Primary Responsibilities	in 2020
David B. Juran (Chairperson) Todd B. Urness David J. Volk	⚫ Reviewing, monitoring and approving our overall compensation structure, policies and programs (including benefit plans) and assessing whether the compensation structure establishes appropriate incentives for our executive officers and other employees and meets our corporate objectives ⚫ Determining the annual compensation of our Chief Executive Officer ⚫ Overseeing the administration of our equity plans and other incentive compensation plans and programs and making recommendations to our Board relating to these matters when appropriate ⚫ Preparing the Compensation Committee report required by SEC rules to be included in our annual report ⚫ Handling such other matters that are specifically delegated to the Compensation Committee by our Board from time to time ⚫ Determining the stock ownership guidelines for the Chief Executive Officer and other executive officers and monitoring compliance with such guidelines	3

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. Director compensation decisions are made by our Board, which includes two named executive officers.


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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Lisa M. Brezonik (Chairperson), James S. Johnson, Mohammed Lawal, Thomas P. Trutna and David J. Volk. Our Board has evaluated the independence of the members of our Nominating and Corporate Governance Committee and has affirmatively determined that each of the members of our Nominating and Corporate Governance Committee is “independent” under Nasdaq rules.

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


		# of Meetings
Committee Members	Primary Responsibilities	in 2020
Lisa M. Brezonik (Chairperson) James S. Johnson Mohammed Lawal Thomas P. Trutna David J. Volk	⚫ Recommending persons to be selected by our Board as nominees for election as directors or to fill any vacancies on our Board ⚫ Reviewing the composition of our Board as a whole and making recommendations ⚫ Reviewing the Board’s committee structure and composition and making recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairpersons annually ⚫ Reviewing annually the principles set forth in the corporate governance guidelines and recommending changes to the Board ⚫ Handling such other matters that are specifically delegated to the Nominating and Corporate Governance Committee by our Board from time to time	2

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

●

have the highest level of character and integrity;

●

have a current knowledge of the Company’s industry or other industries relevant to the Company’s business;

●

are capable of evaluating complex business issues and making sound judgments and constructively challenging management’s recommendations and actions;

●

are networked in the communities in which the Company does business;

●

have the ability and willingness to commit adequate time to Board and committee matters;

●

are capable of working in a collegial manner with persons of different educational, business and cultural backgrounds; and

●

contribute to the Board’s diversity of skills, backgrounds, and perspectives, including diversity with respect to race, gender, ethnicity, and areas of expertise.

The Nominating and Corporate Governance 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” in accordance with Nasdaq rules (to ensure that, at all times, at least a majority of our directors are independent).


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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

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

The Nominating and Corporate Governance Committee will give appropriate consideration to candidates for board membership 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 Corporate Governance Committee.

Board Leadership Structure

Our Board does not have a formal policy requiring the separation of the roles of Chairperson of the Board and Chief Executive Officer. It is our directors’ view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating and Corporate Governance 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 Chief Executive Officer have been combined and held by Mr. Baack. We believe this Board leadership structure is the most appropriate because of the efficiencies achieved in having the role of Chairperson and Chief Executive Officer combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of the Board as a whole. As noted above, Mr. Baack is not currently considered to be “independent” 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 duties and responsibilities of the Lead Director are included in our Corporate Governance Guidelines and are set forth below.

Lead Director

In 2020, the Board appointed David B. Juran to serve as 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:

●

presiding at all meetings of the Board at which the Chairperson and Chief Executive Officer is not present;

●

presiding at executive sessions of the independent directors;

●

reviewing and approving meeting agendas, meeting schedules and information sent to the Board;

●

serving as a liaison between the Chairperson and Chief Executive Officer and the independent directors; and

●

being available for consultation and direct communication with shareholders, as appropriate.

Board Composition and Refreshment

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 perspective to deliberations.

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


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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Our Board refreshment efforts have been particularly active in the past few years with 50% of our non-employee directors having been on the Board fewer than four years.

Independent Director Sessions

Consistent with Nasdaq listing requirements, the independent directors regularly meet without the non-independent

directors present. In 2020, the independent directors held three executive sessions.

Board’s Role in Risk Oversight

Our Board believes that effective 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 framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our full Board also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics 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 control 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 Corporate Governance Committee of our Board oversees risks associated with the independence of our Board and potential conflicts of interest.

Our management-level Risk Committee, which currently consists of five members of our strategic leadership team and three other individuals, is responsible for implementing and reporting to our Board or an appropriate Board committee regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis. Our Risk Committee is also responsible for creating and recommending to our Board for approval appropriate risk appetite metrics 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 Risk Committee 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, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.


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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Compensation Committee Interlocks and Insider Participation

During 2020, David B. Juran, Todd B. Urness and David J. 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 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 $1.50 million (inclusive of base rent, estimated real estate taxes and estimated operating costs). The total amount of rent paid by the Bank to Greenwood during 2019 was approximately $258 thousand and the amount paid in 2020 was approximately $257 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 for similar properties that could be received in arm’s-length negotiations with third parties.

In 2019, 2020 and prior years, the Company purchased loan participation interests from and an interest in a syndicated loan originated by Colliers Mortgage LLC. Mr. Juran, Chairperson of the Compensation Committee, is an executive officer of and owns more than ten percent of Colliers Mortgage Holdings LLC, the parent company of Colliers Mortgage LLC and Colliers Securities LLC (referenced below), and previously served as an executive officer and owned more than ten percent of the predecessor parent company of such entities, Dougherty Financial Group LLC. 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. In 2019, the servicing fees to Colliers Mortgage were approximately $193 thousand, and in 2020, the servicing fees to Colliers Mortgage were approximately $169 thousand. Additionally, the Company purchased a number of municipal bonds in 2019 and 2020 for which Colliers Securities acted as broker and received commissions of approximately $17 thousand and $11 thousand, respectively.

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.


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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Director Compensation

The following table sets forth information regarding 2020 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 by the Company as set forth below.


	Fees Earned
	or Paid in		Stock		All Other
Name	Cash		Awards⁽¹⁾		Compensation			Total
Lisa M. Brezonik		$40,000		$41,807		$—			$81,807
James S. Johnson		40,000		41,807		—			81,807
David B. Juran		40,000		41,807		—			81,807
Mohammed Lawal⁽²⁾		10,000		10,054					20,054
Douglas J. Parish⁽³⁾		60,000		41,807		—			101,807
Thomas P. Trutna		40,000		41,807		—			81,807
Todd B. Urness		40,000		41,807		—			81,807
David J. Volk⁽⁴⁾		40,000		41,807		12,000	⁽⁵⁾		93,807

(1)

In accordance with SEC regulations, stock awards are valued at the grant date fair value computed in accordance with FASB ASC Topic 718. For stock awards, the fair value per share is equal to the closing price of the Company stock on the date of grant. In addition, at December 31, 2020, directors Johnson, Juran, Trutna and Urness each held 40,000 vested stock options. Directors Brezonik, Lawal, Parish, and Volk did not hold any vested or unvested stock options.

(2)	Mr. Lawal began as a director in October 2020.

(3)	Mr. Parish serves as Chairperson of the Audit Committee.

(4)	All fees were paid in the name of Castle Creek Advisors IV LLC, an affiliate of Castle Creek Capital Partners V, LP (“Castle Creek”) that provides management services to Castle Creek pursuant to a management agreement, on behalf of David Volk in his capacity as a member of the Board.

(5)	This amount reflects a travel stipend paid to Castle Creek Advisors IV LLC for Mr. Volk to attend Board and committee meetings.

In 2020, half of the quarterly retainer paid to non-employee directors was paid in cash, and half was paid in fully vested stock awards under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “2019 Equity Plan”) described more fully below. The Company paid an additional quarterly cash retainer of $5,000 to the Chairperson of the Audit Committee. Pursuant to a separate arrangement with Castle Creek Advisors IV LLC, the Company has agreed to provide Castle Creek Advisors IV LLC with a quarterly travel stipend of $3,000 for Mr. Volk to attend Board and committee meetings. Messrs. Baack and Shellberg, who also serve as executive officers of the Company, do not receive compensation for their service on the Board.

In 2020, the Compensation Committee retained an independent compensation consultant, Pearl Meyer & Partners (“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. Based on its analysis, Pearl Meyer recommended no change in the retainer paid to non-employee directors or to the portion of the retainer paid in stock awards. The Compensation Committee considered the analysis provided by Pearl Meyer in its decision to recommend to the Board no change to the amount or nature of the retainer paid to non-employee directors.

Director Stock Ownership and Retention Guidelines

In November 2020, the Board developed and 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 in the future will be required to meet the stock ownership guidelines within five calendar years following the year in which they were elected. The stock ownership and retention guidelines are administered and enforced by the Company’s Compensation Committee.


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SHAREHOLDER PROPOSALS

The matters to be considered and brought before any annual or special meeting of our shareholders shall be limited to only those matters as shall be brought properly before such meeting in compliance with the procedures set forth in our Amended and Restated Bylaws. For proposals to be brought by a shareholder of the Company and voted upon at an annual meeting, including with respect to the nomination of a director, the shareholder must deliver written notice of the proposal to our secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. However, if the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends within 60 days after such anniversary date (such period being, referred to herein as an “Other Meeting Date Period” and an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the shareholder’s notice shall be given by the later of the close of business on (1) the date 90 days prior to such Other Meeting Date or (2) the 10th day following the date such Other Meeting Date is first publicly announced or disclosed. In the event that the number of directors to be elected to the Board is increased and either all of the nominees for director or the size of the increased Board is not publicly announced or disclosed by us at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to our secretary at our principal executive office not later than the close of business on the 10th day following the first date all of such nominees or the size of the increased Board is publicly announced or disclosed. Any shareholder’s notice to the secretary must include, among other things set forth in our Amended and Restated Bylaws: (a) a brief description and the text of the proposal desired to be brought before the meeting and the reasons why the such shareholder favors the proposal; (b) the name and address of the shareholder proposing such business; (c) the number of shares of our common stock or other equity or debt securities beneficially owned by such shareholder on the date of such shareholder’s notice; and (d) any financial or other interest of such shareholder in the proposal. Shareholders should refer to the full text of our advance notice provisions contained in Article II, Section 12 of our Amended and Restated Bylaws.

Written notice of shareholder proposals to be brought at our 2022 annual meeting of shareholders in accordance with the above procedures must be delivered to our secretary no earlier than December 28, 2021 and no later than January 27, 2022, unless the 2022 Annual Meeting is scheduled during an Other Meeting Date Period, in which case the notice delivery requirements will be as set forth above with respect to meetings with Other Meeting Dates.

In lieu of the foregoing notice procedures, shareholders seeking to submit a proposal for inclusion in our proxy statement for the 2022 annual meeting of shareholders must follow the procedures and meet the other requirements outlined in Rule 14a-8 of the Securities Exchange Act of 1934, as amended, and we must receive such proposal at our principal executive office on or before November 17, 2021.

Any proposals, notices or nominations must be sent to the attention of our corporate secretary at Bridgewater Bancshares, Inc., 4450 Excelsior Blvd., Suite 100, St. Louis Park, Minnesota 55416. A copy of our Amended and Restated Bylaws, which we included as an exhibit to our Form S-1/A filed with the SEC on March 5, 2018, can be accessed through the SEC’s website at www.sec.gov.


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EXECUTIVE COMPENSATION

As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”), which generally require us to report the executive compensation of our principal executive officer and our two other most highly compensated executive officers, which are referred to as our “named executive officers.”

The compensation reported in the Summary Compensation Table below is not necessarily indicative of how we will compensate our named executive officers in the future. We will continue to review, evaluate and modify our compensation program to maintain a competitive total compensation package. As such, the compensation program in the future could vary from our historical practices. Our named executive officers for 2020, which consist of our principal executive officer, and the Company’s two other most highly compensated executive officers, were:

●

Jerry J. Baack, Chairman of the Board, Chief Executive Officer and President;

●

Mary Jayne Crocker, Executive Vice President and Chief Operating Officer; and

●

Jeffrey D. Shellberg, Secretary, Executive Vice President and Chief Credit Officer.

Summary Compensation Table

The following table sets forth information regarding the compensation paid to, awarded to, or earned by each of our named executive officers for our fiscal years ended December 31, 2020 and 2019.

Summary Compensation Table


											Nonqualified
											Deferred
						Stock			Option		Compensation		All Other
Name and Principal Position	Year	Salary		Bonus		Awards			Awards⁽³⁾		Earnings⁽⁴⁾		Compensation⁽⁵⁾		Total
Jerry J. Baack	2020		$575,000		$432,000		$320,689	⁽¹⁾		$—		$94,978		$35,331		$1,457,998
Chairman of the Board, Chief Executive Officer and President	2019		575,000		480,000		248,064	⁽²⁾		232,631		94,021		32,596		1,662,312
Mary Jayne Crocker	2020		375,000		225,000		167,314	⁽¹⁾		—		48,812		31,704		847,830
Executive Vice President and Chief Operating Officer	2019		375,000		250,000		129,200	⁽²⁾		96,631		46,064		29,920		926,815
Jeffrey D. Shellberg	2020		350,000		210,000		156,172	⁽¹⁾		—		47,650		31,704		795,526
Secretary, Executive Vice President and Chief Credit Officer	2019		350,000		233,333		120,582	⁽²⁾		89,473		45,184		29,920		868,492

(1)

Amounts reflect the aggregate grant date fair value of stock unit awards granted for the year ended December 31, 2020 in accordance with FASB ASC Topic 718 based on a share price of $12.27 as of the date of the grant which was December 7, 2020. The stock unit awards are subject to a four-year ratable vesting schedule.

(2)

Amounts reflect the aggregate grant date fair value of stock awards granted for the year ended December 31, 2019 in accordance with FASB ASC Topic 718 based on a share price of $12.92 as of the date of the grant which was December 6, 2019. The stock awards are subject to a four-year ratable vesting schedule.

(3)

Amounts reflect the aggregate grant date fair value of option awards granted for the year ended December 31, 2019 in accordance with FASB ASC Topic 718 based on a share price of $12.92 as of December 6, 2019. The assumptions used in calculating the grant date fair value of the option awards are set forth in note 17 to our consolidated financial statements as of and for the years ended December 31, 2020 and 2019. The option awards are subject to a four-year ratable vesting schedule.

(4)	Amounts reflect above-market earnings on accounts under the Deferred Incentive Plan which are credited with interest annually at a rate equal to the return on average equity of the Bank for the immediately preceding calendar year.

(5)	“All Other Compensation” for the named executive officers during the 2020 fiscal year is summarized below.


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EXECUTIVE COMPENSATION


				Company
				401 (k) Plan		Total “All Other
Name	Year	Perquisites⁽ⁱ⁾		Contribution⁽ⁱⁱ⁾		Compensation”
Jerry J. Baack	2020		$15,381		$19,950		$35,331
Mary Jayne Crocker	2020		11,754		19,950		31,704
Jeffrey D. Shellberg	2020		11,754		19,950		31,704

(i)	Amounts reflect automobile allowances, health club memberships, and the portion of health and dental insurance premiums paid for by the Company in excess of what is paid for employees generally. No named executive officers used the Mayo Clinic benefit described below in 2020.

(ii)	Amounts reflect Company matching and profit sharing contributions under the 401(k) Plan.

General

We compensate our named executive officers through a combination of base salary, annual bonus, equity awards, earnings credited under our Deferred Incentive Plan, and other benefits including perquisites. Our Board believes the executive compensation packages that we provide to our executives, including the named executive officers, should include both cash and equity compensation that reward performance as measured against established corporate and individual goals. Each element of compensation 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 named executive officers.

In 2020, the Compensation Committee retained an independent compensation consultant, Pearl Meyer, to provide a summary of market compensation and pay 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. Based on its analysis, Pearl Meyer recommended that we maintain the current base salary of each of our named executive officers and provided proposed base salary ranges that are commensurate with our high performance compared to our peers. The Compensation Committee considered the analysis provided by Pearl Meyer in making its decision to issue discretionary annual bonuses to each of the Company’s named executive officers and to approve and recommend that the Board issue restricted stock units to the Company’s named executive officers, each effective December 7, 2020.

Base Salary

Our Compensation Committee reviews and approves the base salaries of our named executive officers and relied on the recommendations of Pearl Meyer and survey data from industry resources in setting the base salary for each of our named executive officers. Salary levels are typically reviewed annually as part of our performance review process and upon a promotion or other change in job responsibility.

Annual Bonus

All of our named executive officers are eligible to receive an annual bonus payment at the discretion of the Compensation Committee. Annual bonus awards are intended to recognize and reward those named executive officers who contribute meaningfully to our performance for the year. In 2020 and prior years, the Compensation Committee has typically considered Company, Bank and individual performance factors in its determination of the amount of the annual bonus awards granted to each named executive officer.

Deferred Incentive Plan

The Compensation Committee may award each named executive officer a discretionary contribution to the Deferred Incentive Plan, described in more detail below, based on Company and individual performance for each calendar year. To encourage retention, amounts contributed to the Deferred Incentive Plan are subject to forfeiture contingent on the named executive officer’s continued employment.

Equity Awards

All of our named executive officers are eligible to receive grants of equity awards, including incentive and non-statutory stock options, restricted stock, and restricted stock units at the discretion of Compensation Committee or the


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Board. Stock options, restricted stock, and restricted stock units may be granted under the 2019 Equity Plan described more fully below. Stock options may also be issued from the Bridgewater Bancshares, Inc. 2017 Combined Incentive and Non-Statutory Stock Option Plan (the “2017 Stock Option Plan”) and the Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan (the “2012 Stock Option Plan”), each described in more detail below. The 2019 Equity Plan, the 2017 Stock Option Plan, and the 2012 Stock Option Plan allow the Compensation Committee or the Board to grant equity awards under the plans and to establish the terms and conditions of the awards, subject to the plan terms. Previously, the Board has also granted stock options from the Bridgewater Bancshares, Inc. 2005 Combined Incentive and Non-Statutory Stock Option Plan (the “2005 Stock Option Plan”) described more fully below.

Benefits and Other Perquisites

The named executive officers are eligible to participate in the same benefit plans designed for all of our full-time employees, including medical, dental, disability, group and life, accidental death and travel accident insurance coverage. We also provide our employees, including our named executive officers, with various retirement benefits. Our retirement plans are designed to assist our employees in planning for retirement and securing appropriate levels of income during retirement. The purpose of our retirement plans is to attract and retain quality employees by offering benefit plans similar to those typically offered by our competitors.

Bridgewater Bank 401(k) Safe Harbor Plan. The Bridgewater Bank 401(k) Safe Harbor Plan, or the 401(k) Plan, is designed to provide retirement benefits to all eligible full-time and part-time employees of the Company and the Bank. The 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis. Named executive officers, all of whom were eligible during 2020, may elect to participate in the 401(k) Plan on the same basis as all other employees. Employees may defer 0% to 100% of their compensation to the 401(k) Plan up to the applicable IRS limit. We currently match 100% of employee contributions on the first 4% of employee compensation. The matching contribution is contributed in the form of cash and is invested according to the employee’s current investment allocation. We also made a discretionary profit sharing contribution equal to 3% of employee compensation to the 401(k) Plan for each of 2020 and 2019.

Health and Welfare Benefits. Our named executive officers are eligible to participate in our standard health and welfare benefits program, which offers medical, dental, life, accident, and disability coverage to all of our eligible employees. We do not provide the named executive officers with any health and welfare benefits that are not generally available to our other employees, other than payment of a greater portion of health and dental insurance premiums and the Mayo Clinic physical exam program described below.

Perquisites. We provide our named executive officers with certain perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers. Based on this periodic review, perquisites are awarded or adjusted on an individual basis. The perquisites received by our named executive officers in 2020 included an automobile allowance, a health club family membership reimbursement program, and health and dental insurance premiums partially paid for by the Company. Additionally, our named executive officers are eligible to obtain a biannual executive physical exam at the Mayo Clinic in Rochester, Minnesota at the named executive officer’s option and the Company’s expense.

Employment Agreements

We entered into employment agreements with each of our named executive officers as of October 1, 2017. The agreements generally describe the position and duties of each of the named executive officers, provide for a specified term of employment, describe base salary and other benefits and perquisites to which each executive officer is entitled, set forth the duties and obligations of each party in the event of a termination of employment prior to expiration of the employment term and provide us with a measure of protection by obligating the named executive officers to abide by the terms of restrictive covenants during the terms of their employment and thereafter for a specified period of time.

Our employment agreements with the named executive officers each provide for an initial term of three years, with an automatic renewal for additional one-year periods commencing on the third anniversary of the effective date and each anniversary thereafter, unless either party provides written notice of non-renewal ninety days prior to the renewal date. In the event that a change in control occurs during the employment period, each employment agreement will remain in effect for a two year period following the change in control and then terminate.


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The employment agreements provide for an initial annual base salary of $500,000, $325,000 and $325,000 for each of Mr. Baack, Ms. Crocker and Mr. Shellberg, respectively, which is subject to review, and may be adjusted, on each anniversary of the effective date. Each of Mr. Baack, Ms. Crocker and Mr. Shellberg are entitled to a monthly automobile allowance of $850, $650 and $650, respectively. Our named executive officers are also each entitled to an executive physical exam at the Mayo Clinic in Rochester, Minnesota once every two years, at the named executive officer’s option and the Company’s expense. Additionally, each executive officer is entitled to participate in the Company’s paid time off, pension and welfare benefit plans as may be in effect from time to time.

Each named executive officer is subject to a non-competition provision within 25 miles of each banking or office location of the Company, the Bank and their affiliates, and a non-solicitation restriction with respect to customers and employees. The restrictive covenants apply during employment and for a period of 12 months following a termination of employment.

In the event a named executive officer’s employment is terminated other than for cause or a named executive officer resigns for good reason, he or she will be entitled to severance equal to 100% of his or her annual base salary generally payable in twelve equal monthly installments. If such termination occurs within six months prior to, or 24 months following, a change in control, each named executive officer will be entitled to a single lump-sum severance equal to 200% of the sum of his or her annual base salary plus his or her cash incentive bonus for the most recently completed fiscal year.

Upon a termination without cause or a resignation for good reason, to the extent the named executive officer elects COBRA coverage, each named executive officer will also be entitled to continued medical and dental coverage for the named executive officer and any dependents at active employee rates. Such coverage will be available for the applicable COBRA coverage period or until the named executive officer or any dependent becomes eligible for comparable coverage on a subsequent employer plan.

Our obligation to pay any severance under each of the employment agreements is conditioned on the execution by the named executive officer of a general release and waiver of any and all claims with respect to the named executive officer’s employment with the Company.

Bridgewater Bank Deferred Cash Incentive Plan

We maintain the Bridgewater Bank Deferred Cash Incentive Plan, or the Deferred Incentive Plan, for the benefit of certain key employees. The plan is intended to promote the growth and profitability of the Company and the Bank by providing certain key employees with an incentive to achieve corporate objectives, and by attracting and retaining individuals of outstanding competence.

Under the Deferred Incentive Plan, the Compensation Committee may make a discretionary contribution to the deferred incentive account of any employee designated by the Compensation Committee as a participant in the plan based upon the participant’s performance for the calendar year. Contributions to the Deferred Incentive Plan vest on the fourth anniversary of the last day of the calendar year for which the contribution was made to the plan. Vesting is accelerated upon a change in control of the Company or the Bank, the participant’s death, or at the discretion of the Board, in each case provided that the participant has not previously incurred a separation from service.

Amounts credited to a participant’s deferred incentive account accrue interest at a rate equal to the Bank’s return on average equity for the immediately preceding calendar year or at an alternative accrual rate set by the Board. Distribution of any contributions to the Deferred Incentive Plan, including any interest thereon, will be made as a lump sum cash payment within 75 days following the date such amounts become vested. Any distributions from the Deferred Incentive Plan are subject to forfeiture or recoupment if the Board determines that the participant has engaged in fraud or willful misconduct that caused or otherwise contributed to a material restatement of the Bank’s financial results.

Equity Plans

Equity awards are currently made through the Company’s 2019 Equity Plan and 2017 Stock Option Plan. The Company also maintains the 2012 Stock Option Plan and the 2005 Stock Option Plan.

Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan. The 2019 Equity Plan was adopted by our Board on January 22, 2019 and became effective upon approval by our shareholders on April 23, 2019. The 2019 Equity Plan is designed to promote the Company’s long-term financial success by providing a means to attract, retain and reward


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individuals who can and do contribute to such success, and to further align their interests with those of the Company. The 2019 Equity Plan will continue in effect for so long as any awards remain outstanding under the plan; provided, however, that no awards may be granted under the plan after the tenth anniversary of the effective date. The types of awards which may be granted under the 2019 Equity Plan include incentive and non-qualified stock options, stock appreciation rights, stock awards, restricted stock units, restricted stock and cash incentive awards. The Company may grant these awards to its directors, officers, employees, and certain service providers for up to 1,000,000 shares of common stock (all of which may be granted as incentive stock options). As of December 31, 2020, there were 561,883 of unissued shares of the Company’s common stock authorized for grants under the 2019 Equity Plan. Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the individuals receiving the awards. The 2019 Equity Plan allows for acceleration of vesting and exercise privileges of grants if a participant’s termination of employment is due to a change in control, death or total disability. If a participant is terminated for cause, then all vested and unvested awards are forfeited at the date of termination. The maximum number of shares subject to awards granted during a single calendar year to any one director participant, together with any cash fees paid to such director during such calendar year, may not exceed a total of $400,000. The exercise price of each incentive stock option and non-qualified stock option award equals the fair market value of the Company’s stock on the date of the grant and an option’s maximum term is ten years. All outstanding awards have been granted with a vesting period of four years.

Bridgewater Bancshares, Inc. 2017 Combined Incentive and Non-Statutory Stock Option Plan. The 2017 Stock Option Plan was adopted by our Board on March 28, 2017 and approved by our shareholders on April 24, 2017. The 2017 Stock Option Plan is designed to promote the growth and general prosperity of the Company by permitting the Company to grant option awards to consultants, employees, officers and directors that will assist the Company in its efforts to attract and retain the best available persons for positions of substantial responsibility and to provide such persons with an additional incentive to contribute to the future success of the Company and its affiliates. Pursuant to the 2017 Stock Option Plan, the Board may grant eligible persons incentive stock options and non-statutory stock options to purchase stock at an exercise price. The exercise price of an incentive stock option may not be less than the fair market value of Company common stock on the date the option is granted. The exercise price of an incentive stock option awarded to a 10% shareholder may not be less than 110% of the fair market value of the stock on the date the option is granted. Each stock option must be granted pursuant to an award agreement setting forth the terms and conditions of the individual award. Awards of incentive stock options may expire no later than 10 years from the date of grant (and no later than five years from the date of grant in the case of a 10% shareholder). Initially up to 1,500,000 shares of common stock were available for issuance under the plan. As of December 31, 2020, there were 313,600 shares available for issuance under the plan. The 2017 Stock Option Plan provides for acceleration of vesting and exercise privileges of outstanding option awards upon a change in control.

Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan. The Company adopted the Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan, or the 2012 Stock Option Plan, effective March 27, 2012, subject to shareholder approval. Our shareholders approved the plan on April 24, 2012. Under the 2012 Stock Option Plan, we were permitted to grant awards to eligible persons in the form of incentive and non-statutory stock options. We had reserved up to 750,000 shares of common stock for issuance under the plan. Any shares subject to options that are cancelled or expire prior to exercise become available for reissuance under the plan. Options that were granted under this plan will vest, become exercisable and contain such other terms and conditions as determined by the Board and set forth in individual agreements with the employees receiving the awards. As of December 31, 2020, there were 30,000 shares available for issuance under the plan. The plan provides for acceleration of vesting and exercise privileges of outstanding options upon the occurrence of a change in control transaction.

Bridgewater Bancshares, Inc. 2005 Combined Incentive and Non-Statutory Stock Option Plan. The Company adopted the Bridgewater Bancshares, Inc. 2005 Combined Incentive and Non-Statutory Stock Option Plan, or the 2005 Stock Option Plan, effective October 17, 2005. The 2005 Stock Option Plan was approved by shareholders on October 21, 2005. Under the 2005 Stock Option Plan, we were permitted to grant awards to eligible persons in the form of incentive and non-statutory stock options. We had reserved up to 1,000,000 shares of common stock for issuance under the plan. After January 1, 2014, no shares remained available for grant under this plan. Any shares subject to options that are cancelled or expire prior to exercise become available for reissuance under the plan; however, no new grants can be made from the plan after October 17, 2015. Options that were granted under this plan will vest, become exercisable and contain such other terms and conditions as determined by the Board and set forth in individual agreements with the employees receiving the awards. The plan provides for acceleration of vesting and exercise privileges of outstanding options upon the occurrence of a change in control.


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Outstanding Equity Awards at Fiscal Year-End

The following table shows the number of equity awards outstanding as of December 31, 2020 for each of our named executive officers.

Option Awards

Stock Awards

Number of

Market Value of

Number of Securities Underlying

Option

Shares or Units of

Unexercised Options

Exercise

Stock That Have

Exercisable

Unexercisable

Price

Not Vested ⁽³⁾

Not Vested ⁽⁴⁾

Name

(#)

($)

Option Expiration Date

(#)

($)

Jerry J. Baack

100,000

⁽¹⁾

—

$3.00

December 31, 2023

90,000

⁽¹⁾

60,000

⁽¹⁾

7.47

September 30, 2027

16,250

⁽²⁾

48,750

⁽²⁾

12.92

December 6, 2029

40,536

$506,295

Mary Jayne Crocker

27,500

⁽¹⁾

—

3.00

December 31, 2023

90,000

⁽¹⁾

60,000

⁽¹⁾

7.47

September 30, 2027

6,750

⁽²⁾

20,250

⁽²⁾

12.92

December 6, 2029

21,136

263,989

Jeffrey D. Shellberg

75,000

⁽¹⁾

—

3.00

December 31, 2023

90,000

⁽¹⁾

60,000

⁽¹⁾

7.47

September 30, 2027

6,250

⁽²⁾

18,750

⁽²⁾

12.92

December 6, 2029

19,728

246,403

(1)	Option awards vest or vested in 20% increments on the first five anniversaries of the date of grant. All outstanding unvested options are accelerated and vest in full upon a change in control of the Company or in the event of the death of a named executive officer.

(2)	Option awards vest or vested in 25% increments on the first four anniversaries of the date of grant. All outstanding unvested options are accelerated and vest in full upon a change in control of the Company or in the event of the death of a named executive officer.

(3)

Restricted stock awards and units vest in 25% increments on the first four anniversaries of the date of the grant. All outstanding unvested restricted stock awards and units are accelerated and vest in full upon an involuntary termination or a termination by the named executive officer for good reason, in each case in connection with a change in control of the Company, or in the event of the death or disability of a named executive officer.

(4)	The value of the unvested restricted stock awards and units is based upon the closing stock price of $12.49 as of December 31, 2020.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of March 2, 2021, regarding the beneficial ownership of our common stock:

●

each shareholder known by us to beneficially own more than 5% of our outstanding common stock;

●

each of our directors and director nominees;

●

each of our named executive officers; and

●

all of our directors and executive officers as a group.

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 28,128,075 shares of our common stock outstanding as of March 2, 2021.

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.


	Amount and Nature of	Percent
Name	Beneficial Ownership	of Class

5% Shareholders
BlackRock, Inc.⁽¹⁾	1,637,528	5.82	%
Castle Creek Capital Partners V, LP⁽²⁾	2,267,617	8.06	%
David B. Juran⁽³⁾	1,430,265	5.08	%
Thrivent Financial for Lutherans⁽⁴⁾	1,849,096	6.57	%


Directors and Named Executive Officers
Jerry J. Baack⁽⁵⁾	1,357,854	4.79	%
Lisa M. Brezonik	4,785		*
Mary Jayne Crocker⁽⁶⁾	251,731		*
James S. Johnson⁽⁷⁾	250,868		*
David B. Juran⁽³⁾	1,430,265	5.08	%
Mohammed Lawal	805
Douglas J. Parish	14,035		*
Jeffrey D. Shellberg⁽⁸⁾	899,619	3.18	%
Thomas P. Trutna⁽⁹⁾	226,513		*
Todd B. Urness⁽¹⁰⁾	1,126,247	4.00	%
David J. Volk⁽¹¹⁾	—		*
All directors and executive officers—as a group (15 persons)⁽¹²⁾	5,935,272	20.43	%

* Indicates one percent or less.

(1)	Reflects shares beneficially owned by BlackRock, Inc. (“BlackRock”) as of December 31, 2020, according to a Schedule 13G/A filed by BlackRock with the SEC on January 29, 2021. Based solely on the Schedule 13G/A, BlackRock had sole voting power over


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1,615,844 of the shares and sole dispositive power over all the shares. The address reported on the Schedule 13G is 55 East 52^nd Street, New York, NY 10055.

(2)

Based solely on information provided by Castle Creek Capital Partners V, LP (“Castle Creek”), includes 2,263,582 shares beneficially owned by Castle Creek and 4,035 shares beneficially owned by Castle Creek Advisors IV LLC. The address for Castle Creek is 6051 El Tordo, P.O. Box 1329, Rancho Santa Fe, CA 92067.

(3)

Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of March 2, 2021. Includes 86,775 shares held by Mr. Juran as co-trustee of a marital trust dated June 18, 2002 and includes 10,725 shares held by Mr. Juran as co-trustee of a residuary trust dated June 18, 2002. Includes 8,532 shares held in a revocable trust dated January 31, 2014 for which Mr. Juran is the attorney-in-fact for the trustee of the trust and Mr. Juran may possess voting power and investment power with respect to the shares of common stock under the trust.

(4)

Reflects shares beneficially owned by Thrivent Financial for Lutherans (“Thrivent”) as of December 31, 2020, according to a Schedule 13G filed by Thrivent with the SEC on February 16, 2021. Based solely on the Schedule 13G, Thrivent had sole voting power and sole dispositive power over 84,225 shares and shared voting power and shared dispositive power over 1,764,871 shares. The address reported on the Schedule 13G is 901 Marquette Avenue, Suite 2500, Minneapolis, Minnesota 55402.

(5)

Includes 206,250 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of March 2, 2021. Excludes 108,750 shares of our common stock underlying options that are subject to vesting. Includes 14,400 shares of unvested restricted stock of which he has the right to vote. Excludes 26,136 shares of restricted stock units that will not vest within 60 days of March 2, 2021. Includes 3,000 shares held by Mr. Baack as custodian for children. Includes 4,200 shares held by Mr. Baack for dependent child. Includes 7,000 shares held jointly with Mr. Baack’s spouse. A total of 158,000 shares are pledged as security for indebtedness.

(6)

Includes 124,250 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of March 2, 2021. Excludes 80,250 shares of our common stock underlying options that are subject to vesting. Includes 7,500 shares of unvested restricted stock of which she has the right to vote. Excludes 13,636 shares of restricted stock units that will not vest within 60 days of March 2, 2021. Includes 25,000 shares held jointly with Ms. Crocker’s spouse and 5,000 shares held jointly with Ms. Crocker’s child.

(7)

Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of March 2, 2021. Includes 69,250 shares held by Mr. Johnson as co-trustee of the James S. Johnson Trust, dated May 28, 2015 and includes 76,750 shares held by Mr. Johnson as co-trustee of the Jolynn Johnson Trust dated May 28, 2015. Includes 10,417 shares held by Mr. Johnson’s spouse in an IRA.

(8)

Includes 171,250 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of March 2, 2021. Excludes 78,750 shares of our common stock underlying options that are subject to vesting. Includes 7,000 shares of unvested restricted stock of which he has the right to vote. Excludes 12,728 shares of restricted stock units that will not vest within 60 days of March 2, 2021. Includes 304,890 shares held by Mr. Shellberg as co-trustee of the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014. Includes 172,000 shares held by Mr. Shellberg as co-trustee of the Susan K. Shellberg Trust under agreement dated October 1, 2014. A total of 100,000 shares are pledged as security for indebtedness.

(9)	Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of March 2, 2021. Includes 40,478 shares held jointly with Mr. Trutna’s spouse.

(10)	Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of March 2, 2021. A total of 678,404 shares are pledged as security for indebtedness.

(11)

Mr. Volk is a principal at Castle Creek Capital V LLC, which is the sole general partner of Castle Creek, which entity owns 2,263,582 shares of the Company’s common stock. Additionally, Castle Creek Advisors IV LLC, an affiliate of Castle Creek, owns 4,035 shares of the Company’s common stock. Mr. Volk disclaims beneficial ownership of such shares held by Castle Creek and Castle Creek Advisors IV LLC, except to the extent of his pecuniary interest therein.

(12)

Includes a total of 929,500 shares subject to stock options that are currently exercisable or are exercisable within 60 days of March 2, 2021. Excludes 488,500 shares of our common stock underlying options that are subject to vesting. Includes a total of 44,401 shares of unvested restricted stock of which such holder has the right to vote. Excludes 91,272 shares of restricted stock units that will not vest within 60 days of March 2, 2021. A total of 946,404 shares are pledged as security for indebtedness.


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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” above, the following is a description of transactions in the 2019 and 2020 fiscal year 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 five percent of our capital stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.

Our branch in Greenwood, Minnesota, is leased by the Bank from Greenwood, an entity owned by certain of our executive officers and directors. Mr. Baack, our President, Chief Executive Officer and Chairman of the Board, 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 the entity. 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 $1.50 million (inclusive of base rent, estimated real estate taxes and estimated operating costs). The total amount of rent paid by the Bank to Greenwood during 2019 was approximately $258 thousand and the amount paid in 2020 was approximately $257 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 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 for similar properties that could be received in arm’s-length negotiations with third parties.

In 2019, 2020 and prior years, the Company purchased loan participation interests from and an interest in a syndicated loan originated by Colliers Mortgage LLC. Mr. Juran, is an executive officer of and owns more than ten percent of Colliers Mortgage Holdings LLC, the parent company of Colliers Mortgage LLC and Colliers Securities LLC (referenced below), and previously served as an executive officer and owned more than ten percent of the predecessor parent company of such entities, Dougherty Financial Group LLC. 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. In 2019, the servicing fees to Colliers Mortgage were approximately $193 thousand, and in 2020, the servicing fees to Colliers Mortgage were approximately $169 thousand. Additionally, the Company purchased a number of municipal bonds in 2019 and 2020 for which Colliers Securities acted as broker and received commissions of approximately $17 thousand and $11 thousand, respectively.

Ordinary Banking Relationships

Our directors, officers, certain of our beneficial owners of more than five percent 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.


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PROPOSAL

RATIFICATION OF THE APPOINTMENT OF CLIFTONLARSONALLEN LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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The Board of Directors recommends that you vote “FOR” the ratification of the appointment of CliftonLarsonAllen LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021.

General

The Audit Committee of the Board has reappointed CliftonLarsonAllen LLP, independent certified public accountants, as the Company’s independent registered public accounting firm for the year ending December 31, 2021, and shareholders are being asked to ratify that appointment. If the appointment of CliftonLarsonAllen LLP is not ratified, the matter of the appointment of our independent registered public accounting firm will be considered by the Audit Committee. Representatives of CliftonLarsonAllen LLP are expected to attend the virtual meeting to respond to appropriate questions and to make a statement, if they so desire.

Shareholder Vote Necessary to Ratify the Appointment of CliftonLarsonAllen LLP as the Company’s Independent Registered Public Accounting Firm

Ratification of the appointment of CliftonLarsonAllen LLP as our independent registered public accounting firm requires the affirmative vote of the holders of at least a majority of the voting power of all outstanding common stock of the Company present and entitled to vote thereon. Abstentions with respect to this proposal will have the effect of a vote against this proposal. Any “broker non-votes,” which occur when brokers are prohibited from exercising voting authority for beneficial owners who have not provided voting instructions or otherwise do not vote on the proposal will be disregarded and have no effect on the outcome of the vote.

Board Recommendation

We recommend that you vote “FOR” the ratification of the appointment of CliftonLarsonAllen LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021. Proxies properly signed and returned will be voted “FOR” this proposal unless you specify otherwise.

Accountant Fees

For the fiscal years ended December 31, 2020 and 2019, the Company incurred the following fees for professional services performed by CliftonLarsonAllen LLP:


	2020		2019
Audit Fees⁽¹⁾		$223,910		$234,968
Audit-Related Fees⁽²⁾		9,500		11,000
All Other Fees⁽³⁾		14,453		10,452

(1)

Audit fees include fees for professional services performed by CliftonLarsonAllen LLP for (i) the audit of the Company’s consolidated annual financial statements, (ii) the review of the interim consolidated financial statements included in quarterly reports on Form 10-Q, (iii) the services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements, and (iv) other services that generally only the principal accountant can provide.

(2)

Audit-related fees include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services may include employee benefit plan audits and consultations concerning financial accounting and reporting standards.

(3)	All other fees include expenses.

The Audit Committee, after consideration of these matters, does not believe that the rendering of these services by CliftonLarsonAllen LLP is incompatible with maintaining their independence as our principal accountants.


34		Bridgewater Bancshares, Inc.


QUESTIONS AND ANSWERS	3

PROPOSAL 1 – ELECTION OF DIRECTORS	7

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS	13

SHAREHOLDER PROPOSALS	21

EXECUTIVE COMPENSATION	22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	28

DELINQUENT SECTION 16(a) REPORTS	30

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	31

AUDIT COMMITTEE REPORT	33

PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF CLIFTONLARSONALLEN LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	34