2022 Proxy Statement

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

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 2021

 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  Determining the stock ownership guidelines for the Chief Executive Officer and other executive officers and monitoring compliance with such guidelines  Handling such other matters that are specifically delegated to the Compensation Committee by our Board from time to time

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David B. Juran (Chairperson) Todd B. Urness David J. Volk

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.

2022 Proxy Statement

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