Bridgewater Bancshares, Inc._2024 Proxy Statement

EXECUTIVE COMPENSATION

Potential Payments Upon Termination or Change in Control The following table sets forth information concerning potential payments and benefits under our compensation programs and benefit plans, including the individual employment agreements, to which the NEOs would be entitled upon various terminations of employment or a change in control as of the last business day of the fiscal year ended December 31, 2023. Except for payments and benefits provided by the employment agreements, all payments and benefits provided to any NEO upon termination of employment are the same as the payments and benefits provided to other eligible employees of the Company. For purposes of estimation the value of accelerated vesting of equity awards we have assumed a price per share of our common stock of $13.52 based on the market value of our common stock on December 29, 2023 and assumed any options were exercised as of December 29, 2023.

Payments

Payments

Upon Termination by the Company without Cause or by the Executive for Good Reason - No Change in Control

Upon Termination by the Company without Cause the Executive for Good Reason - Change in Control (1)

Payments

Payments Upon Death (1)

Retirement (5)

Name

Type of Payment Cash Severance

Upon Disability (1)

$

—

$

—

$

650,000 (2) $

1,738,000 (3) $

—

Jerry Baack

Continuation of Insurance Benefits Acceleration of Stock Awards Acceleration of Options

—

—

34,503 (4)

34,503 (4)

—

516,788

516,788 946,500 1,463,288

— —

516,788 946,500 3,235,791

— — —

—

$

516,788

$

$

684,503

$

$

Total

$

—

$

—

$

375,000 (2) $

988,000 (3) $

—

Joseph Chybowski

Cash Severance

Continuation of Insurance Benefits Acceleration of Stock Awards Acceleration of Options

—

—

33,367 (4)

33,367 (4)

—

267,926

267,926 906,175 1,174,101

— —

267,926 906,175 2,195,468

— — —

—

$

267,926

$

$

408,367

$

$

Total

—

—

390,000 (2)

1,026,000 (3)

—

Mary Jayne Crocker

Cash Severance

Continuation of Insurance Benefits Acceleration of Stock Awards Acceleration of Options

—

—

28,454 (4)

28,454 (4)

—

290,072

290,072 923,700 1,213,772

— —

290,072 923,700 2,268,226

290,072

—

—

$

290,072

$

$

418,454

$

$

290,072

Total

$

—

$

—

$

365,000 (2) $

938,000 (3) $

—

Jeffrey Shellberg

Cash Severance

Continuation of Insurance Benefits Acceleration of Stock Awards Acceleration of Options

—

—

27,737 (4)

27,737 (4)

—

253,027

253,027 922,500 1,175,527

— —

253,027 922,500 2,141,264

253,027

—

—

$

253,027

$

$

392,737

$

$

253,027

Total

$

—

$

—

$

350,000 (2) $

900,000 (3) $

—

Nick Place

Cash Severance

Continuation of Insurance Benefits Acceleration of Stock Awards Acceleration of Options

—

—

36,311 (4)

36,311 (4)

—

231,625

231,625 1,019,500 1,251,125

— —

231,625 1,019,500 2,187,436

— — —

—

$

231,625

$

$

386,311

$

$

Total

(1) These columns include amounts that would be paid to the NEOs actively employed by the Company at December 31, 2023 for stock awards and options where vesting accelerates upon termination by death, disability, or change in control. (2) The amounts reflect the sum of cash severance payments to be made pursuant to each NEO’s employment agreement, which is one year of base salary. (3) The amounts reflect the sum of cash severance payments to be made pursuant to each NEO’s employment agreement, which is 200% of each NEO’s “base compensation” as defined in each NEO’s employment agreement. (4) The amounts reflect the employer-paid portion of COBRA premiums to be made for continuation of medical, dental and vision benefits for up to 18 months. (5) This column includes amounts that would be paid to the NEOs actively employed by the Company at December 31, 2023 for awards where vesting accelerates upon retirement.

2024 Proxy Statement

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