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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

investors.bridgewaterbankmn.com. As described in its charter, our Audit Committee has the primary responsibility for, among other things, the matters listed below.

# of Meetings

Committee Members

Primary Responsibilities

in 2020

 Selecting and reviewing the performance of our independent auditors and approving, in advance, all engagements and fee arrangements  Reviewing the independence of our independent auditors  Meeting with management, the internal auditors and the independent auditors to review the effectiveness of our system of internal control and internal audit procedures  Reviewing our earnings releases and reports filed with the SEC  Reviewing reports of bank regulatory agencies and monitoring management’s compliance with recommendations contained in those reports  Reviewing and approving transactions for potential conflicts of interest under the Company’s conflict of interest policy  Handling such other matters that are specifically delegated to the Audit Committee by our Board from time to time

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Douglas J. Parish (Chairperson) James S. Johnson Thomas P. Trutna

Compensation Committee Our Compensation Committee currently consists of David B. Juran (Chairperson), Todd B. Urness and David J. Volk. Our Board has evaluated the independence of the members of our Compensation Committee and has affirmatively determined that all of the members of our Compensation Committee are “independent” under Nasdaq rules and also satisfy the additional independence standards under Nasdaq rules for compensation committee service. Our Compensation Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Compensation Committee is available on our investor relations website at investors.bridgewaterbankmn.com. As described in its charter, our Compensation Committee has the primary responsibility for, among other things, the matters listed below.

# of Meetings

Committee Members

Primary Responsibilities

in 2020

3

 Reviewing, monitoring and approving our overall compensation structure, policies and programs (including benefit plans) and assessing whether the compensation structure establishes appropriate incentives for our executive officers and other employees and meets our corporate objectives  Determining the annual compensation of our Chief Executive Officer  Overseeing the administration of our equity plans and other incentive compensation plans and programs and making recommendations to our Board relating to these matters when appropriate  Preparing the Compensation Committee report required by SEC rules to be included in our annual report  Handling such other matters that are specifically delegated to the Compensation Committee by our Board from time to time  Determining the stock ownership guidelines for the Chief Executive Officer and other executive officers and monitoring compliance with such guidelines

David B. Juran (Chairperson) Todd B. Urness David J. Volk

Our Compensation Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion. Director compensation decisions are made by our Board, which includes two named executive officers.

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Bridgewater Bancshares, Inc.