Bridgewater Bancshares, Inc._2024 Proxy Statement

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Prior to nominating an existing director for re-election to the Board, the Nominating and ESG Committee will also consider the director’s attendance at, participation in, and contributions to Board and committee activities. The Nominating and ESG Committee will give appropriate consideration to candidates for board membership properly proposed by shareholders that are supported by adequate information about the candidates’ qualifications and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Nominating and ESG Committee. The procedures required for shareholders to properly propose candidates for board membership are set forth in more detail in this proxy statement. Commitment to ESG We are committed to establishing and advancing impactful initiatives that support the Company’s corporate responsibility as a growing local bank in the Twin Cities, while regularly sharing our progress with stakeholders. The Nominating and ESG Committee oversees the Company’s ESG strategy and practices and a management level ESG Committee is responsible for developing, implementing and growing a formal ESG program. We have identified four ESG priorities that guide our ESG strategy: • Leveraging our unconventional corporate culture to have a positive impact on our team members, clients and communities; • Creating a diverse, equitable and inclusive work environment and community; • Ensuring strong corporate governance oversight, including an effective risk management framework to support a growing organization; and • Contributing to a healthier natural environment in the communities in which we live and work. In an effort to increase communication with stakeholders regarding our progress on ESG, we maintain an ESG webpage to share a summary of the actions we have taken to support our ESG priorities. The webpage is updated periodically to highlight ongoing efforts to support ESG-related initiatives. For more information regarding our ESG commitment, please visit our ESG webpage at www.BWBMN.com/about-bridgewater/esg. Stakeholder Engagement We believe active two-way engagement with stakeholders is an important way to not only communicate the Company’s story, but also to solicit feedback from stakeholders about aspects of the business they feel are most important. For example, we regularly meet with shareholders to discuss the Company’s business model, strategy and financials. We also integrate ESG into these discussions as a way to understand the views and expectations of our shareholders regarding ESG, specifically for small-cap banks like ours. In 2023, we estimate that we engaged with institutional shareholders owning approximately 8.5 million shares of Company common stock, representing over 50% of the total institutional ownership as of December 31, 2023. Board Leadership Structure Our Board does not have a formal policy requiring the separation of the roles of Chairperson of the Board and Chief Executive Officer. It is our directors’ view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating and ESG Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Since our formation, the positions of Chairperson and Chief Executive Officer have been combined and held by Mr. Baack. We believe this Board leadership structure is the most appropriate for our Company because of the efficiencies achieved in having the role of Chairperson and Chief Executive Officer combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of the Board as a whole. As noted above, Mr. Baack is not currently considered to be “independent” according to Nasdaq rules. Because the Chairperson of the Board is not an independent director, the Board has determined that it is appropriate to appoint a lead independent director (“Lead Director”). The duties and responsibilities of the Lead Director are included in our Corporate Governance Guidelines and are set forth below.

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Bridgewater Bancshares, Inc.