Microsoft Word - bwb_Current_Folio_Proxy_TMBSF_v5.docx

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Prior to nominating an existing director for re-election to the Board, the Nominating and Corporate Governance Committee will also consider the director’s attendance at, participation in, and contributions to Board and committee activities. The Nominating and Corporate Governance Committee will give appropriate consideration to candidates for board membership proposed by shareholders that are supported by adequate information about the candidates’ qualifications and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Nominating and

Corporate Governance Committee. Board Leadership Structure

Our Board does not have a formal policy requiring the separation of the roles of Chairperson of the Board and Chief Executive Officer. It is our directors’ view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating and Corporate Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Since our formation, the positions of Chairperson and Chief Executive Officer have been combined and held by Mr. Baack. We believe this Board leadership structure is the most appropriate because of the efficiencies achieved in having the role of Chairperson and Chief Executive Officer combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of the Board as a whole. As noted above, Mr. Baack is not currently considered to be “independent” according to Nasdaq rules. Because the Chairperson of the Board is not an independent director, the Board has determined that it is appropriate to appoint a lead independent director (“Lead Director”). The duties and responsibilities of the Lead Director are included in our Corporate Governance Guidelines and are set forth below. Lead Director In 2020, the Board appointed David B. Juran to serve as Lead Director. Mr. Juran brings a strong understanding of the Company and its business, as well as significant leadership to this important role. The principal duties and responsibilities of the Lead Director include: • presiding at all meetings of the Board at which the Chairperson and Chief Executive Officer is not present; • presiding at executive sessions of the independent directors; • reviewing and approving meeting agendas, meeting schedules and information sent to the Board; • serving as a liaison between the Chairperson and Chief Executive Officer and the independent directors; and • being available for consultation and direct communication with shareholders, as appropriate. Board Composition and Refreshment Our Board is composed of directors with a mix of tenure, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. The Nominating and Corporate Governance Committee regularly assesses our directors' mix of skills, experience, tenure and diversity in light of the Company's long-term strategy and advises the Board of its determinations with respect to Board composition and director refreshment. As needed, the Nominating and Corporate Governance Committee identifies and evaluates potential director nominees, taking into consideration the overall needs, composition, and size of the Board.

16

Bridgewater Bancshares, Inc.