Bridgewater Bancshares, Inc._2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

For 2023, the Compensation Committee established the following PPNR performance goals and payout percentages:

PPNR

Performance Payout %

Performance Level

(in thousands)

Maximum Performance Target Performance Threshold Performance < Threshold Performance

$

80,188 72,898 65,609

150 % 100 % 50 %

< 65,609 — % In 2023, the Company did not achieve the threshold PPNR performance level, and the NEOs did not earn any amount of their target bonuses subject to the PPNR metric. For 2023, the Compensation Committee determined subjective payout levels between 90% and 105% of target payouts for each NEO. The 2023 STI bonus for each NEO is set forth below:

Target

Individual

Total

Named Executive

Opportunity

Target

PPNR Performance

Total

STI Paid

Officer

(as % of base salary)

Opportunity ($) Payout

Payout

STI Paid (as % of base salary)

Jerry Baack

75 % $ 487,500

— $ 219,000 $ 219,000

34 % 28 % 32 % 31 % 29 %

Jeffrey Shellberg Mary Jayne Crocker Joseph Chybowski

60 % 60 % 60 % 60 %

219,000 234,000 225,000 210,000

— — — —

104,000 123,000 118,000 100,000

104,000 123,000 118,000 100,000

Nick Place

Long Term Incentive Plan All of our NEOs are eligible to receive grants of equity awards, including incentive and non-statutory stock options, restricted stock, and restricted stock units at the discretion of the Compensation Committee or the Board. Stock options, restricted stock, and restricted stock units may be granted under the 2023 Equity Incentive Plan (the “2023 Equity Plan”) or the 2019 Equity Incentive Plan (the “2019 Equity Plan”) described more fully below. Stock options may also be issued from the Bridgewater Bancshares, Inc. 2017 Combined Incentive and Non-Statutory Stock Option Plan (the “2017 Stock Option Plan”) described more fully below. The 2023 Equity Plan, 2019 Equity Plan, and the 2017 Stock Option Plan allow the Compensation Committee or the Board to grant equity awards under the plans and to establish the terms and conditions of the awards, subject to the plan terms. Previously, the Board has also granted stock options from the Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan (the “2012 Stock Option Plan”) described in more detail below. Restricted stock unit awards issued as long term incentives are generally issued annually in the first quarter of each year, after release of our earnings for the fourth quarter of the prior year. In addition, we issue incentive and non-statutory stock options to our NEOs on a non-annual, periodic basis. We do not take material nonpublic information into account when determining the timing and terms of equity awards. In 2023, the Compensation Committee approved grants of restricted stock units, as set forth on the compensation tables below. Deferred Incentive Plan The Compensation Committee may award each NEO a discretionary contribution to the Deferred Incentive Plan, described in more detail below, based on Company and individual performance for each calendar year. To encourage retention, amounts contributed to the Deferred Incentive Plan are subject to forfeiture contingent on the NEO’s continued employment. No amounts previously contributed are outstanding under the Deferred Incentive Plan, and no contributions were made to any NEO under the Deferred Incentive Plan in 2023. Equity Plans Equity awards are currently made through the Company’s 2023 Equity Plan. The Company also maintains the 2019 Equity Plan, the 2017 Stock Option Plan, and the 2012 Stock Option Plan. Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan. The 2023 Equity Plan was adopted by our Board on February 28, 2023 and became effective upon approval by our shareholders on April 25, 2023. The 2023 Equity Plan is

2024 Proxy Statement

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