8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

April 26, 2024

Date of Report

(Date of earliest event reported)

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation)	001-38412 (Commission File Number)	26-0113412 (I.R.S. Employer Identification No.)
	4450 Excelsior Boulevard, Suite 100 St. Louis Park, Minnesota (Address of principal executive offices)	55416 (Zip Code)

Registrant’s telephone number, including area code: (952) 893-6868

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol	Name of each exchange on which registered:
Common Stock, $0.01 Par Value		BWB	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share		BWBBP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2024, the Board of Directors of Bridgewater Bancshares, Inc. (the “Company”) appointed Joe Chybowski as the President of the Company, Mary Jayne Crocker as the Executive Vice President and Chief Strategy Officer of the Company, and Laura Espeseth as the Chief Accounting Officer of the Company, effective as of April 26, 2024 (the “Effective Date”). Prior to the Effective Date, Jerry Baack served as President, Chairman and Chief Executive Officer, and he will continue to serve as Chairman and Chief Executive Officer of the Company after the Effective Date.

Mr. Chybowski, age 37, will continue to serve as Chief Financial Officer of the Company, a position he has held since 2017. In his capacity as President of the Company, Mr. Chybowski will also serve as the principal operating officer of the Company, a role previously served by Ms. Crocker. Prior to 2017, Mr. Chybowski served as Controller of the Company from 2013 to 2017. Prior to joining the Company, 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.

Ms. Crocker, age 62, has been with the Company since its founding in 2005, and prior to her current appointment as Executive Vice President and Chief Strategy Officer she served as Executive Vice President and Chief Operating Officer of the Company since 2014. As Chief Strategy Officer,  Ms. Crocker will be responsible for shaping the long-term strategic plans and ensuring alignment with the Company’s objectives.

Ms. Espeseth, age 42, will also serve as principal accounting officer of the Company, a role previously served by Mr. Chybowski. Prior to Ms. Espeseth’s appointment as Chief Accounting Officer, Ms. Espeseth has worked in various roles since joining the Company in 2017, including most recently acting as the Company’s Controller from 2018 to 2024. Prior to joining the Company, Ms. Espeseth worked for CliftonLarsonAllen LLP from 2004 to 2017 providing audit and consulting services to financial institutions.  

There were no changes to Mr. Chybowski’s, Ms. Crocker’s, or Ms. Espeseth’s compensatory arrangements with the Company made in connection with their appointments. There are no family relationships between Mr. Chybowski, Ms. Crocker, or Ms. Espeseth and any director or executive officer of the Company, and there are no related party transactions between the Company and Mr. Chybowski, Ms. Crocker, or Ms. Espeseth that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release, dated April 26, 2024, announcing the appointment of Mr. Chybowski as President of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07           Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders (the “Annual Meeting”) was held on April 23, 2024. The record date for determination of shareholders entitled to vote at the Annual Meeting was February 26, 2024. There were 27,710,319 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 21,264,993 shares, or approximately 76.74 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The proposals listed below were voted on at the Annual Meeting.

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Proposal 1: The election of four (4) director nominees to serve until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified:

DIRECTOR NOMINEE	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Jerry Baack	17,769,482	295,010	3,200,501
Lisa Brezonik	17,240,378	824,114	3,200,501
Mohammed Lawal	17,319,574	744,918	3,200,501
Jeffrey Shellberg	17,771,735	292,757	3,200,501

Proposal 2: The approval, on a non-binding advisory basis, of the 2023 executive compensation:

VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
17,215,792	669,876	178,824	3,200,501

Proposal 3: The recommendation on the frequency of the non-binding vote to approve the executive compensation:

1 YEAR	2 YEARS	3 YEARS	ABSTAIN
17,043,194	4,736	795,419	221,143

Proposal 4: The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
21,253,733	10,511	749	-

Item 9.01           Financial Statements and Exhibits.

(d)          Exhibits

Exhibit 99.1 Press Release of Bridgewater Bancshares, Inc., dated April 26, 2024, regarding strategic leadership transitions

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Bridgewater Bancshares, Inc.
Date: April 26, 2024
	By: /s/ Jerry Baack
	Name: Jerry Baack
	Title: Chairman and Chief Executive Officer

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EX-99.1

Media Contact: Investor Contact:
Jessica Stejskal | SVP MarketingJustin Horstman | VP Investor Relations
jessica.stejskal@bwbmn.com | 952.893.6860justin.horstman@bwbmn.com | 952.542.5169

April 26, 2024

Bridgewater Bancshares, Inc. Elevates Joe Chybowski to President, Announces Strategic Leadership Transitions to Propel Future Growth

St. Louis Park, MN – Bridgewater Bancshares, Inc. (Nasdaq: BWB), the parent company of Bridgewater Bank, today announced a significant milestone with the appointment of Joe Chybowski as President, effective April 26^th, 2024. This strategic move, alongside pivotal leadership transitions, reaffirms Bridgewater’s commitment to excellence and its vision for a dynamic future. Joe, currently serving as Chief Financial Officer, will take on the additional role of President, collaborating closely with Jerry Baack, the incumbent President & Chief Executive Officer, to chart a future characterized by strategic excellence and innovation. Jerry will retain his role as Chairman of the Board and CEO.

"Joe's exceptional leadership and strategic vision have been instrumental in Bridgewater’s success,” expressed Jerry Baack, Chairman and CEO. “I am thrilled to welcome him as President, and I look forward to our continued collaboration in guiding Bridgewater towards new horizons."

Joe's exemplary track record since joining Bridgewater in 2013 underscores his instrumental role in propelling Bridgewater from a $460 million bank to one of the nation’s top-performing institutions with assets of $4.7 billion. Throughout Joe’s tenure, he has significantly enhanced Bridgewater's financial standing through capital raises and strategic initiatives. His leadership spans corporate development, strategic operations, and business scalability initiatives. Joe also successfully guided Bridgewater through its IPO in 2018 and more recently has effectively managed Bridgewater through unique macroeconomic challenges in the banking industry. Joe's dedication to excellence and innovation has garnered recognition, including being honored with the esteemed "40 Under 40" award by the Minneapolis/St. Paul Business Journal in 2024.

In his new dual capacity, Joe will continue to ensure the integrity of Bridgewater's financial strategies while driving initiatives that foster innovation and expansion. This expanded role empowers Joe to

exercise progressive influence across all facets of the organization, including contributing to strategic decision-making and corporate governance that drives Bridgewater towards its overarching goals.

In conjunction with Joe's appointment, Bridgewater announced additional strategic role transitions to fortify its leadership structure:

Mary Jayne Crocker has been appointed to the role of Executive Vice President and Chief Strategy Officer, previously serving as Executive Vice President and Chief Operating Officer. In this capacity, Mary Jayne will drive the shaping of long-term strategic plans and ensure alignment with Bridgewater’s objectives. Her expertise will be instrumental in crafting strategies that keep Bridgewater ahead of the curve and maintain its competitive edge in the market. Mary Jayne is a seasoned Twin Cities’ banking leader with over 30 years’ experience.

"Mary Jayne stands as one of the most esteemed banking executives in the Twin Cities," said Joe. "As Bridgewater’s inaugural employee in 2005, her strong familiarity with every facet of our operations is unparalleled. With her exceptional expertise now in this pivotal role, we are poised for continued innovation and primed to excel in an ever-evolving market."

Laura Espeseth, previously Senior Vice President Controller, steps into the role of Chief Accounting Officer, where she will be responsible for all accounting operations, ensuring the integrity of financial reporting, and compliance with regulatory requirements. In this capacity, Laura will play a key role in shaping Bridgewater’s financial strategy and ensuring its long-term financial health.

"Laura is a seasoned financial leader with a keen eye for detail and unmatched dedication,” said Joe. “Her passion and strategic vision will help champion our collective vision for success. I eagerly anticipate her impact in this role.”

These leadership changes demonstrate Bridgewater's commitment to developing talent from within, ensuring continuity and stability while injecting innovative perspectives to support ongoing success. With a focus on innovation, strategic planning and providing clients with continual best-in-class service, Bridgewater is well-equipped to adapt to changing markets and best support its clients, investors, and employees.

About Bridgewater
Bridgewater Bancshares, Inc. is a St. Louis Park, Minnesota-based financial holding company. Bridgewater’s banking subsidiary, Bridgewater Bank, is a premier, full-service Twin Cities bank dedicated to serving the diverse needs of commercial real estate investors, entrepreneurs, business clients and successful individuals. By pairing a range of deposit, lending and business services solutions with a responsive service model, Bridgewater has seen continuous growth and profitability. With total assets of $4.7 billion and seven branches as of March 31^st, 2024, Bridgewater is considered one of the largest locally led banks in the State of Minnesota, and has received numerous awards for its growth, banking services and esteemed corporate culture.

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XML

Document and Entity Information	Apr. 26, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 26, 2024
Entity File Number	001-38412
Entity Registrant Name	BRIDGEWATER BANCSHARES, INC.
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	26-0113412
Entity Address, Address Line One	4450 Excelsior Boulevard, Suite 100
Entity Address, City or Town	St. Louis Park
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55416
City Area Code	952
Local Phone Number	893-6868
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001341317
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	BWB
Security Exchange Name	NASDAQ
Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	BWBBP
Security Exchange Name	NASDAQ