2022 Proxy Statement

EXECUTIVE COMPENSATION

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. Outstanding Equity Awards at Fiscal Year-End The following table shows the number of equity awards outstanding as of December 31, 2021 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 Shares or Units of Stock That Have Stock That Have

Unexercised Options

Exercise

Not Vested (3)

Not Vested (4)

Exercisable Unexercisable

Price

Name

(#)

(#) —

($)

Option Expiration Date

(#)

($)

Jerry J. Baack

65,000 (1) 120,000 (1) 32,500 (2) 14,750 (1) 120,000 (1) 13,500 (2) 75,000 (1) 120,000 (1) 12,500 (2)

$3.00 December 31, 2023 7.47 September 30, 2027

30,000 (1) 32,500 (2)

12.92

December 6, 2029

47,466

$839,674

Mary Jayne Crocker

—

3.00 December 31, 2023 7.47 September 30, 2027

30,000 (1) 13,500 (2)

12.92

December 6, 2029

26,255

464,451

Jeffrey D. Shellberg

—

3.00 December 31, 2023 7.47 September 30, 2027

30,000 (1) 12,500 (2)

12.92

December 6, 2029

23,685

418,988

(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 $17.69 as of December 31, 2021.

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Bridgewater Bancshares, Inc.