Bridgewater Bancshares, Inc._2024 Proxy Statement
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
Compensation Committee Our Compensation Committee currently consists of David Juran (Chairperson), Todd Urness and David 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 Board has adopted a written charter, which sets forth the Compensation 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 2023 David Juran (Chairperson) Todd Urness David Volk • Reviewing, monitoring and approving our overall compensation structure, policies and programs 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 and all other executive officers • 3
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 • Reviewing, approving, and recommending to the Board for approval, as appropriate, any employment related agreements for the CEO and other executive officers • Designing and structuring the Company’s stock ownership guidelines, determining the individuals subject to the guidelines, 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
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. Non-employee director compensation decisions are made by our Board, which includes two named executive officers.
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Bridgewater Bancshares, Inc.
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