Bridgewater Bancshares, Inc._2024 Proxy Statement

NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION  The Board recommends that shareholders vote “FOR” the approval of the 2023 compensation of the named executive officers.

PROPOSAL 2

General As required by Section 14A of the Exchange Act, the Company is conducting a separate non-binding, advisory shareholder vote, commonly known as a “say-on-pay” vote, to approve the compensation of its NEOs. This vote gives shareholders the opportunity to endorse or not endorse the Company’s pay program for its NEOs. This is the first year that the Company is required to hold a say-on-pay vote. After reviewing the results of the “say-on-frequency” vote set forth in Proposal 3, the Company will determine the frequency with which our shareholders will vote on the compensation of its

NEOs in future years. Say-on-Pay Vote

The Company is requesting shareholder approval, on a non-binding advisory basis, of the compensation of the Company’s NEOs for 2023 as listed in the Summary Compensation Table, appearing in the “Executive Compensation” section in this proxy statement, and as described in more detail in this proxy statement. As explained in more detail in the CD&A section of this proxy statement, the general objectives of the Company’s executive compensation programs, which the Company believes are straightforward and reasonable, are to align our NEOs’ compensation with the achievement of the Company’s strategic short term and long term operating and financial goals. The following resolution is submitted for shareholder approval: “ RESOLVED , that Bridgewater Bancshares, Inc.’s shareholders approve, on an advisory basis, the compensation of Bridgewater Bancshares, Inc.’s named executive officers, as described in the section captioned ‘Executive Compensation’ and the tabular disclosure regarding named executive officer compensation contained in the Bridgewater Bancshares, Inc. proxy statement dated March 11, 2024.” Shareholder Vote Necessary to Approve the 2023 Compensation of the Company’s Named Executive Officers Approval of this resolution requires that the number of affirmative votes cast in favor of the proposal exceed the number of votes cast against such proposal. Abstentions and broker non-votes, will be disregarded and have no effect on the outcome of the vote. While this Say-on-Pay vote is required, as provided in Section 14A of the Exchange Act, it is not binding on the Board and may not be construed as overruling any decision by the Board. However, the Compensation Committee will take into account the outcome of the votes when considering future compensation arrangements.

2024 Proxy Statement

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