Bridgewater Bancshares, Inc._2024 Proxy Statement

EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year-End The following table shows the number of equity awards outstanding as of December 31, 2023 for each of our NEOs.

Option Awards

Stock Awards

Number of

Market Value of

Number of Securities Underlying

Option Exercise

Shares or Units of Shares or Units of

Unexercised Options

Stock That Have Not Vested (3)

Stock That Have Not Vested (4)

Exercisable

Unexercisable

Price

Name

(#)

(#)

($)

Option Expiration Date

(#)

($)

Jerry Baack

150,000 (1) 65,000 (2) 25,000 (2) 150,000 (1) 25,000 (2) 5,000 (2) 150,000 (1) 27,000 (2) 5,000 (2) 147,500 (1) 23,000 (2) 12,500 (2) 10,000 (1) 150,000 (1) 21,000 (2) 12,500 (2)

— (1) 7.47 September 30, 2027 — (2) 12.92 December 6, 2029

75,000 (2) 17.50

February 1, 2032

38,224 $ 516,788

— (1) 7.47 September 30, 2027 — (2) 12.92 December 6, 2029

Jeffrey Shellberg

15,000 (2) 17.50

February 1, 2032

18,715

253,027

— (1) 7.47 September 30, 2027 — (2) 12.92 December 6, 2029

Mary Jayne Crocker

15,000 (2) 17.50

February 1, 2032

21,455

290,072

— (1) 7.47 September 30, 2027 — (2) 12.92 December 6, 2029

Joseph Chybowski

37,500 (2) 17.50

February 1, 2032

19,817

267,926

— (1) 3.58 December 31, 2024 — (1) 7.47 September 30, 2027 — (2) 12.92 December 6, 2029

Nick Place

37,500 (2) 17.50

February 1, 2032

17,132

231,625

(1) Option awards vest or vested in 20% increments on the first five anniversaries of the date of grant. All outstanding unvested options are accelerated and vest in full upon a change in control of the Company or in the event of the death of an NEO. (2) Option awards vest or vested in 25% increments on the first four anniversaries of the date of grant. All outstanding unvested options are accelerated and vest in full upon a change in control of the Company or in the event of the death of an NEO. (3) Restricted stock awards and units vest in 25% increments on the first four anniversaries of the date of the grant. All outstanding unvested restricted stock awards and units are accelerated and vest in full upon an involuntary termination or a termination by the NEO for good reason, in each case in connection with a change in control of the Company, or in the event of the death or disability of an NEO. (4) The value of the unvested restricted stock awards and units is based upon the closing stock price of $13.52 as of December 29, 2023.

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Bridgewater Bancshares, Inc.