Bridgewater Bancshares, Inc._2024 Proxy Statement

EXECUTIVE COMPENSATION

Option Exercises and Stock Vested The following table sets forth information concerning the exercise of options and vesting of stock awards with respect to each NEO in 2023.

Option Awards

Restricted Stock Awards

Number of Shares Acquired on Exercise

Value Realized on Exercise

Number of Shares Acquired on Vesting

Value Realized On Vesting

(#) (2)

($) (3)

Name

(#)

($) (1)

35,000 $

355,600 344,750 14,225 60,200 —

15,900 $

175,553 87,042 95,667 82,928 74,589

Jerry Baack

50,000

7,884 8,666 7,512 6,756

Jeffrey Shellberg Mary Jayne Crocker Joseph Chybowski

—

2,500 10,000

Nick Place

(1) Represents amounts realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. (2) Includes restricted stock awards that vested on December 6, 2023 and restricted stock units that vested on December 6, 2023 and December 7, 2023. (3) Represents the closing price of the Company’s common stock on the applicable vesting date multiplied by the number of shares vested on such date. Bridgewater Bank Deferred Cash Incentive Plan We maintain the Bridgewater Bank Deferred Cash Incentive Plan, or the Deferred Incentive Plan, for the benefit of certain key employees. The plan is intended to promote the growth and profitability of the Company and the Bank by providing certain key employees with an incentive to achieve corporate objectives, and by attracting and retaining individuals of outstanding competence. Under the Deferred Incentive Plan, the Compensation Committee may make a discretionary contribution to the deferred incentive account of any employee designated by the Compensation Committee as a participant in the plan based upon the participant’s performance for the calendar year. Contributions to the Deferred Incentive Plan vest on the fourth anniversary of the last day of the calendar year for which the contribution was made to the plan. Vesting is accelerated upon a change in control of the Company or the Bank, the participant’s death, or at the discretion of the Board, in each case provided that the participant has not previously incurred a separation from service. Amounts credited to a participant’s deferred incentive account accrue interest at a rate equal to the Bank’s return on average equity for the immediately preceding calendar year or at an alternative accrual rate set by the Board. Distribution of any contributions to the Deferred Incentive Plan, including any interest thereon, will be made as a lump sum cash payment within 75 days following the date such amounts become vested. Any distributions from the Deferred Incentive Plan are subject to forfeiture or recoupment if the Board determines that the participant has engaged in fraud or willful misconduct that caused or otherwise contributed to a material restatement of the Bank’s financial results. As of January 21, 2023, no amounts remained credited to any participant’s deferred incentive account.

2024 Proxy Statement

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