2022 Proxy Statement

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

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 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 2021

 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

8

Douglas J. Parish (Chairperson) James S. Johnson Thomas P. Trutna

14

Bridgewater Bancshares, Inc.