Bridgewater Bancshares, Inc._2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Best Practices. Our pay-for-performance philosophy and compensation practices provide an appropriate risk managed framework in which our executives are encouraged to achieve our strategic goals without excessive risk taking in their business decisions. We adhere to several best practices for executive compensation, including:

What We Do

What We Don’t Do No hedging of stock

Independent compensation consultant retained by and reports to the Compensation Committee Utilize a short-term incentive plan that includes performance based incentives Minimum restricted stock vesting period of one year for employee participants Utilize balanced mix of cash and equity compensation and annual and long-term incentives Conduct ongoing shareholder outreach and communications Set meaningful performance goals that align management with shareholder interests 2023 Peer Group Peer group benchmarking

No excessive perquisites

No repricing of stock options without shareholder approval

No “single trigger” severance upon a change in control

No guaranteed annual bonus for NEOs

No incentives that encourage improper risk taking

The Compensation Committee, in consultation with Pearl Meyer, annually reviews and defines a peer group used in determining executive compensation. The 2023 Peer Group was developed based on an analysis of publicly-traded, commercial banks to identify peers with similar characteristics to Bridgewater based on a variety of factors including asset

size, financial performance, geography, and overall business model. Bridgewater’s 2023 Peer Group included the following 16 banks:

Alerus Financial Corporation

Midland States Bancorp, Inc.

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Bank First Corporation

MVB Financial Corp.

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CapStar Financial Holdings, Inc.

Nicolet Bankshares, Inc.

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First Business Financial Services, Inc.

Old Second Bancorp, Inc.

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First Foundation Inc.

Parke Bancorp, Inc.

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Great Southern Bancorp, Inc.

Preferred Bank

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Lakeland Financial Corporation

Southern First Bancshares, Inc.

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Mercantile Bank Corporation

West Bancorporation, Inc.

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2023 Executive Compensation Program We compensate our NEOs with a combination of base salary, annual incentive bonuses in cash, annual and other periodic grants of equity, and other benefits including perquisites. Each element is designed to achieve a specific purpose and to contribute to a total package that is competitive with similar packages provided by other institutions that compete for the services of individuals like our NEOs. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short term goals, while long term incentives having four-year vesting schedules serve as important retention incentives and drive our NEOs to focus on long term sustainable shareholder value creation. Based on our

2024 Proxy Statement

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