2022 Proxy Statement

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Board Diversity, 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 ESG 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. Our incumbent Directors and director nominees have a mix of skills and experience that we believe are relevant to the Company’s long-term strategy and success. As needed, the Nominating and ESG Committee identifies and evaluates potential director nominees, taking into consideration the overall needs, composition, and size of the Board. 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 five years. The Board Diversity Matrix below sets forth information about the diversity of our Board. The information shown below is based on voluntary self-identification of each member of our Board. Board Diversity Matrix (dated as of 1/25/2022) Total Number of Directors: 10 Female Male Non-Binary Did Not Disclose Gender Part 1: Gender Identity Directors 1 9 - - Part 2: Demographic Background African American or Black - 1 - - Alaskan Native or Native American - - - - Asian - - - - Hispanic or Latinx - - - - Native Hawaiian or Pacific Islander - - - - White 1 8 - - Two or More Races or Ethnicities - - - - LGBTQ+ - - - - Did Not Disclose Demographic Background - - - - Independent Director Sessions Consistent with Nasdaq listing requirements, the independent directors regularly meet without the non-independent directors present. In 2021, the independent directors held three executive sessions. Board’s Role in Risk Oversight Our Board believes that proactive 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

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Bridgewater Bancshares, Inc.