Bridgewater Bancshares, Inc._2024 Proxy Statement

EXECUTIVE COMPENSATION

Company 401 (k) Plan Contribution (ii)

Total “All Other Compensation”

Name

Year

Perquisites (i)

Jerry Baack

2023 $ 22,567 $

23,100 $

45,667 38,590 43,334 39,336 38,425

Jeffrey Shellberg Mary Jayne Crocker Joseph Chybowski

2023 2023 2023 2023

15,490 20,234 16,236 15,325

23,100 23,100 23,100 23,100

Nick Place

(i) Amounts reflect automobile allowances, health club memberships, the economic value of premiums paid on the BOLI Policies described below, the portion of health and dental insurance premiums paid for by the Company in excess of what is paid for employees generally, and the cost of executive physical exams at the Mayo Clinic in Rochester, Minnesota. (ii) Amounts reflect Company matching and profit sharing contributions under the 401(k) Plan. Grants of Plan-Based Awards The following table shows the information concerning grants of plan-based awards made to our NEOs during 2023. All equity awards were made under our 2019 Equity Plan.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

All Other Stock

Awards: Number of Grant Date Fair

Threshold

Target

Maximum Shares of Stock

Value of Stock Awards ($) (3)

Name

Type of Award

Grant Date

($)

($)

($)

or Units (#) (2)

$ 365,625 $ 487,500 $ 609,375

Jerry Baack

Annual Cash Incentive

22,558 $ 351,679

RSUs

February 2, 2023

164,250

219,000

273,750

Jeffrey Shellberg

Annual Cash Incentive

10,797

168,325

RSUs

February 2, 2023

175,500

234,000

292,500

Mary Jayne Crocker

Annual Cash Incentive

12,532

195,374

RSUs

February 2, 2023

168,750

225,000

281,250

Joseph Chybowski

Annual Cash Incentive

12,082

188,358

RSUs

February 2, 2023

157,500

210,000

262,500

Nick Place

Annual Cash Incentive

10,347

161,310

RSUs

February 2, 2023

(1) The amounts set forth in these columns reflect the threshold, target and maximum payouts for performance under the Company’s STI Plan as described in the Compensation Discussion & Analysis above. The amount earned by each NEO for 2023 performance is included in the Summary Compensation in the Column titled “Non-Equity Incentive Plan Compensation.” (2) The amounts reflect the actual number of shares of Company common stock delivered to each NEO. (3) The value of the restricted stock units is based on the grant date fair value of awards granted computed in accordance with FASB ASC Topic 718 based on a share price of $15.59 as of the date of the grant which was February 2, 2023. The stock unit awards are subject to a four-year ratable vesting schedule.

2024 Proxy Statement

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