Bridgewater Bancshares, Inc._2024 Proxy Statement

TABLE OF CONTENTS IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 23, 2024

2

QUESTIONS AND ANSWERS

3

PROPOSAL 1 – ELECTION OF DIRECTORS

7

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

16

24

Director Compensation

SHAREHOLDER PROPOSALS

26

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

29

DELINQUENT SECTION 16(a) REPORTS

32

COMPENSATION DISCUSSION AND ANALYSIS

33

EXECUTIVE COMPENSATION

42

42

Summary Compensation Table

43

Grants of Plan-Based Awards

44

Outstanding Equity Awards at Fiscal Year End

45

Option Exercises and Stock Vested

46

Nonqualified Deferred Compensation

47

Potential Payments Upon Termination

COMPENSATION COMMITTEE REPORT

48

CEO PAY RATIO

49

PAY VERSUS PERFORMANCE

50

PROPOSAL 2 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

53

PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

54

AUDIT COMMITTEE REPORT

55

PROPOSAL 4 – RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

56

2024 Proxy Statement

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