Bridgewater Bancshares, Inc._2024 Proxy Statement
PROPOSAL 1
ELECTION OF DIRECTORS The Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director.
At the Company’s 2023 annual meeting, the shareholders approved a proposal to declassify the Board. Starting this year, at the annual meeting, all directors standing for election will be elected for a term of one year rather than a term of three years. At the 2024 annual meeting, our shareholders will be entitled to elect four directors for a term expiring at the 2025 annual meeting of shareholders. All of our directors will hold office until the annual meeting of shareholders in the year their term expires (as indicated below), and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification. There are no arrangements or understandings with any of the nominees pursuant to which they have been selected as nominees or directors. As described further below, each of the four nominees for election as directors is an incumbent director. Each of the nominees has consented to serving as a nominee and serving on the Board, if elected, but if any of the nominees becomes unavailable for election, the holders of the proxies reserve the right to vote for another nominee when voting at the meeting. With respect to the election of directors, the four nominees receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company to serve until the Company’s 2025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification. In an uncontested election, all director-nominees will be elected if they receive at least one vote. As a result, abstentions and broker non-votes, if any, will not affect the outcome of the election. Shareholders of the Company have no cumulative voting rights with respect to the election of directors. Set forth below is information concerning the nominees for election and for the other directors whose terms of office will continue after the meeting. NOMINEES (Term Expiring 2025) Name Age Position with the Company Director Since Jerry Baack 57 Chairman, Chief Executive Officer and President 2005 Lisa Brezonik 54 Director 2019 Mohammed Lawal 57 Director 2020 Jeffrey Shellberg 62 Director, Secretary, Executive Vice President and Chief Credit Officer 2005
CONTINUING DIRECTORS Class I (Term Expiring 2025) Name
Age Position with the Company
Director Since
James Johnson Douglas Parish
61 Director 57 Director 47 Director
2005 2018 2017
David Volk
Class II (Term Expiring 2026)
Name
Age Position with the Company
Director Since
David Juran Thomas Trutna Todd Urness
56 Director 58 Director 67 Director
2010 2005 2005
2024 Proxy Statement
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