Bridgewater Bancshares, Inc._2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation.

Pay Element Base Salary

How its Paid Cash (fixed)

Purpose

Provide a competitive base salary rate relative to similar positions in the market to enable the Company to attract and retain critical executive talent. Reward executive officers for delivering on annual strategic objectives that contribute to the creation of shareholder value. Provide incentives for executive officers to execute on longer term financial goals that drive the creation of shareholder value and support the Company’s retention strategy.

Annual Incentives

Cash (variable)

Long-Term Incentives

Equity (variable)

Role of the Compensation Committee . The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent members of the Board. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which is available on our investor relations website at investors.bridgewaterbankmn.com. Role of Executive Officers. As requested by the Compensation Committee, some members of management support the Compensation Committee’s review and consideration of executive compensation by providing information for the Compensation Committee’s review. In particular, the CEO provides recommendations with respect to the other NEOs. Such recommendations from the CEO address, among other items, financial results and analysis, performance evaluations, compensation provided to our NEOs (other than the CEO), technical and regulatory considerations and input on program design and possible modifications. The Compensation Committee has final discretion over all compensation decisions regarding the CEO and each of the other NEOs. The Compensation Committee discusses the CEO’s recommendations and accepts or adjusts them based upon its own assessment of Company strategic goals, executive responsibilities, internal pay equity and its independent review of market data. The CEO is not involved in discussions or decisions related to his own compensation. Use of Independent Consultants. Under its charter, the Compensation Committee has the sole authority to select, retain, or replace compensation advisors. The Compensation Committee has historically engaged a compensation consultant to provide independent, objective analyses and professional opinions about executive and director compensation matters. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to attract and retain qualified executives, aids the Compensation Committee in aligning executives’ interests with those of our shareholders and ensures that our executive compensation program appropriately motivates and rewards ongoing achievement of strategic goals. In 2021, the Compensation Committee retained an independent compensation consultant, Pearl Meyer, LLC, to provide a summary of market compensation levels to executive officers, key findings, and preliminary recommendations with respect to the compensation of our executive officers as compared to those of our peers. In 2022, the Compensation Committee retained Pearl Meyer to assist in the development of the 2023 short term Incentive Plan, discussed below. The Compensation Committee considered the analysis provided by Pearl Meyer and other factors, including individual NEO experience and performance in the development and issuance of annual cash bonuses under the 2023 short term incentive plan and to approve and recommend that the Board issue restricted stock unit awards to the Company’s NEOs effective February 2, 2022. The Compensation Committee also considered the analysis provided by Pearl Meyer, among other factors, in establishing base salaries in employment agreements for our NEOs that became effective as of January 1, 2022, discussed in more detail below. Say-on-Pay Vote on Executive Compensation. In prior years, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and were not required to hold a say-on-pay on the compensation of our NEOs. Starting at the 2024 annual meeting of shareholders, we will be conducting our first Say-on-Pay vote as described in Proposal No. 2 of this proxy statement. Because we value the opinions of our shareholders, our Board and Compensation Committee will consider the outcome of the say-on-pay vote, and the related Say-on-Frequency vote described in Proposal No. 3 of this proxy statement, as well as feedback received throughout the year, when making compensation decisions for our NEOs in the future.

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Bridgewater Bancshares, Inc.