Bridgewater Bancshares, Inc._2024 Proxy Statement

EXECUTIVE COMPENSATION

Nonqualified Deferred Compensation The following table sets forth information concerning the benefits under the Company’s Deferred Compensation Plan as of December 31, 2023.

Executive Contributions

Company Aggregate Aggregate Withdrawals/

Contributions

Earnings in 2023

Distributions Aggregate Balance at

December 31, 2023

Name

in 2023

in 2023

in 2023 (1) 401,991 195,413 209,370 181,454 167,496

Jerry Baack

— — — — —

— — — — —

— $

— — — — —

Jeffrey Shellberg Mary Jayne Crocker Joseph Chybowski

— — — —

Nick Place

(1) The amounts reflected in this column reflect withdrawals and distributions relating to each NEO’s contributions under the Company’s Deferred Compensation Plan in 2018 and earnings on such contributions. Employment Agreements We entered into employment agreements with each of our NEOs as of January 1, 2022. The agreements generally describe the position and duties of each of the NEOs, provide for a specified term of employment, describe base salary and other benefits and perquisites to which each executive officer is entitled, set forth the duties and obligations of each party in the event of a termination of employment prior to expiration of the employment term and provide us with a measure of protection by obligating the NEOs to abide by the terms of restrictive covenants during the terms of their employment and thereafter for a specified period of time. Our employment agreements provide for an initial term of five years, three years, and three years for each of Mr. Baack, Mr. Shellberg, Ms. Crocker, Mr. Chybowski and Mr. Place, respectively, with an automatic renewal for additional one-year periods commencing on the fifth and third anniversary, as applicable, of the effective date and each anniversary thereafter, unless either party provides written notice of non-renewal ninety days prior to the renewal date. In the event that a change in control occurs during the employment period, each employment agreement will remain in effect for a two year period following the change in control and then terminate. The employment agreements provide for an initial annual base salary of $650,000, $365,000, $390,000, $375,000 and $350,000 for each of Mr. Baack, Mr. Shellberg, Ms. Crocker, Mr. Chybowski and Mr. Place, respectively, which is subject to review, and may be adjusted, on each anniversary of the effective date. Each of Mr. Baack, Mr. Shellberg, Ms. Crocker, Mr. Chybowski and Mr. Place are entitled to a monthly automobile allowance of $1,250, $850, $850, $850 and $850, respectively. Our NEOs are also each entitled to an executive physical exam at the Mayo Clinic in Rochester, Minnesota once every year, at the NEO’s option and the Company’s expense. Additionally, each executive officer is entitled to participate in the Company’s paid time off, pension and welfare benefit plans as may be in effect from time to time. Each NEO is subject to a non-competition provision within 25 miles of each banking or office location of the Company, the Bank and their affiliates, and a non-solicitation restriction with respect to customers and employees. The restrictive covenants apply during employment and for a period of 12 months following a termination of employment. In the event an NEO’s employment is terminated other than for cause or an NEO resigns for good reason, he or she will be entitled to severance equal to 100% of his or her annual base salary generally payable in 12 equal monthly installments. If such termination occurs within six months prior to, or 24 months following, a change in control, each NEO will be entitled to a single lump-sum severance equal to 200% of the sum of his or her annual base salary plus his or her cash incentive bonus for the most recently completed fiscal year. Upon a termination without cause or a resignation for good reason, to the extent the NEO elects COBRA coverage, each NEO will also be entitled to continued medical and dental coverage for the NEO and any dependents at active employee rates. Such coverage will be available for the applicable COBRA coverage period or until the NEO or any dependent becomes eligible for comparable coverage on a subsequent employer plan. Our obligation to pay any severance under each of the employment agreements is conditioned on the execution by the NEO of a general release and waiver of any and all claims with respect to the NEO’s employment with the Company.

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Bridgewater Bancshares, Inc.