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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee currently consists of Lisa M. Brezonik (Chairperson), James S. Johnson, Mohammed Lawal, Thomas P. Trutna and David J. Volk. Our Board has evaluated the independence of the members of our Nominating and Corporate Governance Committee and has affirmatively determined that each of the members of our Nominating and Corporate Governance Committee is “independent” under Nasdaq rules. Our Nominating and Corporate Governance Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Nominating and Corporate Governance Committee is available on our investor relations website at investors.bridgewaterbankmn.com. As described in its charter, our Nominating and Corporate Governance Committee has the primary responsibility for, among other things, the matters listed below.

# of Meetings

Committee Members

Primary Responsibilities

in 2020

 Recommending persons to be selected by our Board as nominees for election as directors or to fill any vacancies on our Board  Reviewing the composition of our Board as a whole and making recommendations  Reviewing the Board’s committee structure and composition and making recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairpersons annually  Reviewing annually the principles set forth in the corporate governance guidelines and recommending changes to the Board  Handling such other matters that are specifically delegated to the Nominating and Corporate Governance Committee by our Board from time to time

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Lisa M. Brezonik (Chairperson) James S. Johnson Mohammed Lawal Thomas P. Trutna David J. Volk

In carrying out its nominating functions, the Nominating and Corporate Governance Committee has developed qualification criteria to consider for all potential director nominees, including incumbent directors, Board nominees and shareholder nominees included in the proxy statement. The Nominating and Corporate Governance Committee will consider for nomination prospective director nominees who: • have the highest level of character and integrity; • have a current knowledge of the Company ’ s industry or other industries relevant to the Company ’ s business; • are capable of evaluating complex business issues and making sound judgments and constructively challenging management ’ s recommendations and actions; • are networked in the communities in which the Company does business; • have the ability and willingness to commit adequate time to Board and committee matters; • are capable of working in a collegial manner with persons of different educational, business and cultural backgrounds; and • contribute to the Board ’ s diversity of skills, backgrounds, and perspectives, including diversity with respect to race, gender, ethnicity, and areas of expertise. The Nominating and Corporate Governance Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members and to determine whether they are “independent” in accordance with Nasdaq rules (to ensure that, at all times, at least a majority of our directors are independent).

2021 Proxy Statement

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