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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Director Compensation The following table sets forth information regarding 2020 compensation for each of our non-employee directors. None of the directors receives any compensation or other payment in connection with his or her service as a director other than compensation received by the Company as set forth below. Fees Earned or Paid in Stock All Other Name Cash Awards (1) Compensation Total Lisa M. Brezonik $40,000 $41,807 $— $81,807 James S. Johnson 40,000 41,807 — 81,807 David B. Juran 40,000 41,807 — 81,807 Mohammed Lawal (2) 10,000 10,054 20,054 Douglas J. Parish (3) 60,000 41,807 — 101,807 Thomas P. Trutna 40,000 41,807 — 81,807 Todd B. Urness 40,000 41,807 — 81,807 David J. Volk (4) 40,000 41,807 12,000 (5) 93,807 (1) In accordance with SEC regulations, stock awards are valued at the grant date fair value computed in accordance with FASB ASC Topic 718. For stock awards, the fair value per share is equal to the closing price of the Company stock on the date of grant. In addition, at December 31, 2020, directors Johnson, Juran, Trutna and Urness each held 40,000 vested stock options. Directors Brezonik, Lawal, Parish, and Volk did not hold any vested or unvested stock options. (2) Mr. Lawal began as a director in October 2020. (3) Mr. Parish serves as Chairperson of the Audit Committee. (4) All fees were paid in the name of Castle Creek Advisors IV LLC, an affiliate of Castle Creek Capital Partners V, LP (“Castle Creek”) that provides management services to Castle Creek pursuant to a management agreement, on behalf of David Volk in his capacity as a member of the Board. (5) This amount reflects a travel stipend paid to Castle Creek Advisors IV LLC for Mr. Volk to attend Board and committee meetings. In 2020, half of the quarterly retainer paid to non-employee directors was paid in cash, and half was paid in fully vested stock awards under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “2019 Equity Plan”) described more fully below. The Company paid an additional quarterly cash retainer of $5,000 to the Chairperson of the Audit Committee. Pursuant to a separate arrangement with Castle Creek Advisors IV LLC, the Company has agreed to provide Castle Creek Advisors IV LLC with a quarterly travel stipend of $3,000 for Mr. Volk to attend Board and committee meetings. Messrs. Baack and Shellberg, who also serve as executive officers of the Company, do not receive compensation for their service on the Board. In 2020, the Compensation Committee retained an independent compensation consultant, Pearl Meyer & Partners (“Pearl Meyer”), to provide a summary of market compensation and pay levels to non-employee directors, key findings, and preliminary recommendations with respect to the compensation of our non-employee directors as compared to those of our peers. Based on its analysis, Pearl Meyer recommended no change in the retainer paid to non-employee directors or to the portion of the retainer paid in stock awards. The Compensation Committee considered the analysis provided by Pearl Meyer in its decision to recommend to the Board no change to the amount or nature of the retainer paid to non-employee directors. Director Stock Ownership and Retention Guidelines In November 2020, the Board developed and adopted stock ownership and retention guidelines for non-employee directors as another way to align the long-term interests of the Company’s non-employee directors with those of the Company’s shareholders. Our director stock ownership and retention guidelines provide that directors are expected to own, within five years of the effective date of the policy, shares of common stock with an aggregate fair market value equal to or greater than four times the annual cash retainer received by each director, which is currently $40,000, not including fees payable for committee service. Directors of the Company elected in the future will be required to meet the stock ownership guidelines within five calendar years following the year in which they were elected. The stock ownership and retention guidelines are administered and enforced by the Company’s Compensation Committee.

2021 Proxy Statement

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