Bridgewater Bancshares, Inc._2024 Proxy Statement

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Corporate Governance Highlights The Board is committed to exercising good corporate governance practices. This includes, among other things, the highlights below:

Lead independent director

Annual evaluation of board skills matrix

•

• • •

• Each standing committee is composed exclusively of independent directors • Regular committee meetings throughout the year • Executive sessions without management present • Stock ownership guidelines for non-employee directors • Annual board self-evaluations • 80% of the Board is comprised of independent directors • Independent compensation consultant retained by and reporting to the Compensation Committee

Prohibition on hedging of stock

Board oversight of the Company ’ s environmental, social and governance ( “ ESG ” ) program

• 50% of non-employee directors have been on the board fewer than seven years • 20% of our directors self-identify as women or ethnic minorities

Audit Committee Our Audit Committee currently consists of Douglas Parish (Chairperson), James Johnson, and Thomas 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 Board has adopted a written charter, which sets forth the Audit 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 2023 Douglas Parish (Chairperson) 9

• 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 controls 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 Code of Business Conduct and Ethics • Handling such other matters that are specifically delegated to the Audit Committee by our Board from time to time

James Johnson Thomas Trutna

2024 Proxy Statement

17