Bridgewater Bancshares, Inc._2024 Proxy Statement

CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of Jerry Baack, our CEO and President, to the total compensation of our median employee. To determine the median employee, a list of all active full- and part-time employees as of December 31, 2023, excluding Mr. Baack, was prepared. The measure of "total cash compensation" was used, which is defined as the sum of base salary, bonus, incentives, holiday, paid time off and overtime pay, as reflected in our payroll records. We believe this is a reasonable measure of total compensation. Our employee population consisted of 256 employees as of December 31, 2023. Compensation was annualized for any individual not employed for the full calendar year of 2023. Annual compensation was ranked from lowest to highest, and the median employee was selected from the list. Mr. Baack had total compensation of $1,266,346 in 2023, as reflected in the Summary Compensation Table included in this proxy statement. The median employee annual total compensation for 2023, using the methodology that was used to calculate Mr. Baack's compensation in the Summary Compensation Table, was $97,000. As a result, the CEO pay ratio is 13.0 to 1. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

2024 Proxy Statement

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