DEF 14A of Bridgewater Bancshares Inc
Filed Mar 16, 2026 · FY20250001104659-26-028272
Director Nominees
Director Nominees
Director Nominees
| | | | | | Committees | | | | Director and Principal Occupation | | Age | Director Since | Independent | Audit | Compensation | Nominating and ESG | | | | | | | . | | | | Nominees | | | | | | | | | | Jerry Baack Chairman and Chief Executive Officer of the Company and the Bank | 59 | 2005 | No | | | | | | Lisa Brezonik Owner of Pertingo LLC | 56 | 2019 | Yes | | | | | | Mary Jayne Crocker Former Executive Vice President and Chief Strategy Officer of the Company and the Bank | 64 | 2026 | No | | | | | | James Johnson Regional Franchise Developer of Express Services, Inc. | 63 | 2005 | Yes | | | | | | David Juran President and Chief Executive Officer of Colliers Mortgage | 58 | 2010 | Yes | | | | | | Mohammed Lawal Lead Founder, Chief Executive Officer and Principal Architect of LSE Architects, Inc. | 59 | 2020 | Yes | | | | | | Douglas Parish Chief Financial Officer of Northern Star Scouting | 59 | 2018 | Yes | | | | | | Jeffrey Shellberg Director, Secretary and Deputy Chief Credit Officer of the Company and the Bank | 64 | 2005 | No | | | | | | Thomas Trutna Chief Executive Officer and Founder of BIG INK | 60 | 2005 | Yes | | | | | | Todd Urness Shareholder at Winthrop & Weinstine, P.A. | 69 | 2005 | Yes | | | | | | David Volk Principal of Castle Creek Capital | 49 | 2017 | Yes | | | |
Director Nominees
= Chairperson = Member
Director Nominees
| 4 | | Bridgewater Bancshares, Inc. |
Director Nominees
Director Nominees
Director Nominees
| Jerry Baack | | | | Background: As the principal founder of the Company and the Bank, Mr. Baack was responsible for all aspects of the Bank’s formation, including the initial capital raise, business plan, board and management team structure and recruitment, and regulatory approval. He currently serves as Chairman of the Board and Chief Executive Officer (“CEO”) of the Company and the Bank, positions he has held since the Company was founded in 2005. From 2005 to 2024, he also served as President of the Company and the Bank. Prior to establishing the Bank in 2005, Mr. Baack held positions at the Federal Deposit Insurance Corporation (“FDIC”), Commerce Bank, First State Bank of Excelsior, and Hampton Bank, all located in the State of Minnesota. He has over 35 years of commercial banking and regulatory experience. As a result of the Bank’s continued success, Mr. Baack was recognized in The Minnesota 500 as one of the most powerful and influential leaders in Minnesota in 2019, 2020 and 2022 and in the Twin Cities Business magazine as one of the top 100 people to know in 2019. He currently serves on the Advisory Board for the commercial banking program at Marquette University. Mr. Baack holds a B.S. from Minnesota State University, Mankato and is an alumnus of the Graduate School of Banking at Colorado, Boulder. | | Age: 59 Director Since: 2005 Committees: N/A Position: Chairman and CEO | | | | Qualifications: Our Board believes that Mr. Baack is qualified to serve as a director based on his management and leadership experience as the Company’s CEO and his extensive background in the banking industry. He plays a vital role in business development and is instrumental in defining strategic initiatives and asserting new opportunities for growth. |
Director Nominees
| Lisa Brezonik | | | | Background: Ms. Brezonik has served as a director of the Company and the Bank since 2019 and is the owner of Pertingo LLC, a privately held consulting company, where she consults with founders and CEOs on the growth of their organizations. She founded Pertingo in 2026 and also works with Carlson Private Capital as an Operating Partner, a role she started in 2024 after completing an interim CEO commitment with Pivot Strategies LLC in 2024. Ms. Brezonik is an accomplished leader with over 30 years of experience, bringing expertise in operations, talent acquisition, human resources, mergers and acquisitions and leadership development to the Company. Prior to her current roles, Ms. Brezonik worked for Salo LLC, a finance, accounting and HR talent staffing and professional solutions firm where she served as Chief Talent Officer and Chief Operating Officer before serving as President and CEO from 2018 to 2023. Ms. Brezonik and the other owners of Salo LLC sold the company to Korn Ferry in 2023. Prior to that, she held various leadership roles at Brezonik Consulting, RBC Dain Rauscher, Integ Incorporated, and Room and Board, Inc. Ms. Brezonik holds a B.A. from the University of Minnesota and currently serves as a board member for Kipsu, Inc., All in One Accounting and Washburn Center for Children. | | Age: 56 Director Since: 2019 | | | Committees: Nominating and ESG (Chairperson) | | | | Qualifications: Our Board believes that Ms. Brezonik is qualified to serve as a director based on her extensive leadership experience. She brings expertise in operations, talent acquisition, human resources, succession planning, mergers and acquisitions and experience building company culture. |
Director Nominees
| 2026 Proxy Statement | | 7 |
Director Nominees
| Mary Jayne Crocker | | | | Background: Ms. Crocker has been with the Company since its founding in 2005, and was appointed as a director of the Company and the Bank following her retirement in February 2026. She served as Executive Vice President and Chief Operating Officer of the Company from 2014 to 2024 and transitioned to the role of Executive Vice President and Chief Strategy Officer from 2024 until her retirement in 2026. Ms. Crocker has played an instrumental role in the Company’s growth, which she will continue to support in her role on the Board. Ms. Crocker has over 30 years of experience in the financial services industry and was recognized in BankBeat as one of the Outstanding Women in 2024 and was recognized as one of the Top Women in Finance in the Twin Cities by Finance & Commerce in 2013 and 2020. Ms. Crocker currently serves on the board of Team Women, as well as the advisory board of Merevie. Ms. Crocker received her B.C. from McMaster University in Ontario and is an alumna of The Institute of Certified Bankers. | | Age: 64 Director Since: 2026 Committees: N/A | | | | Qualifications: Our Board believes that Ms. Crocker is qualified to serve as a director based on her extensive knowledge of all aspects of the Company’s operations resulting from her 20 years with the Company in various roles, including Chief Operating Officer and Chief Strategy Officer. Additionally, she brings significant experience and insight in leadership development and strategic planning. |
Director Nominees
| James Johnson | | | | Background: Mr. Johnson has served as a director of the Company and the Bank since 2005. He and his wife, Jolynn, are owners of Flagship Marketing, Inc., a privately held company that owns franchises with Express Services, Inc., d/b/a Express Employment Professionals, which delivers recruiting and staffing support and human resource services through a network of more than 800 franchise locations. Additionally, Mr. Johnson is a Regional Franchise Developer for Express Employment International, which provides consulting services to regional owners and offices located in Minnesota, Iowa, Wisconsin, Illinois, and South Dakota. As a prominent business owner in the Twin Cities and long-standing talent acquisition professional, Mr. Johnson has significant ties to local business leaders and brings experience with talent management and human resources. He holds a B.A. and a B.S. from Iowa State University. | | Age: 63 Director Since: 2005 Committees: Audit and Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Johnson is qualified to serve as a director based on his experience with helping businesses to navigate a variety of talent management and human resources issues, along with his significant ties to other business leaders in our market areas. |
Director Nominees
| 8 | | Bridgewater Bancshares, Inc. |
Director Nominees
| David Juran | | | | Background: Mr. Juran has served as a director of the Company and the Bank since 2010 and currently serves as Lead Independent Director of the Company’s Board. Mr. Juran is the President and Chief Executive Officer of Colliers Mortgage Holdings LLC and Colliers Mortgage LLC. He has been with Colliers Mortgage (and its predecessor Dougherty Financial Group LLC) since 2002. Colliers Mortgage Holdings LLC is the parent company of Colliers Mortgage LLC, Colliers Securities LLC and Colliers Insurance Agency LLC. Colliers Mortgage LLC, a full-service nationwide mortgage banking firm, specializes in financing commercial properties of all types including market rate, affordable and senior housing throughout the United States. Prior to joining Colliers Mortgage, Mr. Juran served as Senior Vice President of a regional investment banking firm for almost 15 years. His experience and expertise in programs supporting the creation of multifamily housing, assisted living and affordable housing coupled with his knowledge of lending programs through HUD/FHA, GNMA and Fannie Mae provide the Board with insights into these specialized market areas. Mr. Juran holds a B.S. from the University of St. Thomas and is currently a member of the school’s Board of Trustees. He is fully licensed under NASD Series 7 and 53, State Series 63, and SEC Series 50 and serves on the boards of Colliers Mortgage Holdings LLC and Minnesota Attainable Housing. | | Age: 58 Director Since: 2010 | | | Committees: Compensation (Chairperson) | | | | Qualifications: Our Board believes that Mr. Juran is qualified to serve as a director based on his extensive leadership background and his experience as an owner, developer, and investor of multifamily housing and commercial real estate projects in our market areas. |
Director Nominees
| Mohammed Lawal | | | | Background: Mr. Lawal has served as a director of the Company and the Bank since 2020. He is the lead founder of LSE Architects, Inc., an entrepreneurial, Twin Cities-based architecture, interior design and planning firm and has served as its CEO and Principal Architect since 2011. Mr. Lawal has over 35 years of experience in design, planning and programming. Under his leadership, LSE Architects has provided architectural services for a variety of projects ranging from barbershops, hospitality, educational, and commercial development to multifamily housing and U.S. Bank Stadium. Mr. Lawal is a member of AIA Minnesota and, in 2021, he was elevated to the AIA College of Fellows for his exceptional work and contributions to architecture and society. He was awarded the FAIA (Fellow of the American Institute of Architects) title and is a member of NOMA (National Organization of Minority Architects). As an architect that designs commercial buildings and market-rate housing projects, Mr. Lawal brings unique insights into current real estate and construction markets. He holds a Bachelor of Architecture from the University of Minnesota and currently serves as the President for Friends of the Hennepin County Library, a non-profit organization. | | Age: 59 Director Since: 2020 | | | Committees: Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Lawal is qualified to serve as a director based on his entrepreneurial experience of developing, executing, and implementing a business idea. As an architect that designs commercial buildings and market-rate housing projects, Mr. Lawal brings unique insights into current real estate and construction markets. |
Director Nominees
| 2026 Proxy Statement | | 9 |
Director Nominees
| Douglas Parish | | | | Background: Mr. Parish has served as a director of the Company and the Bank since 2018. He is the Chief Financial Officer of Northern Star Scouting and former (retired in 2017) Senior Vice President and Chief Compliance Officer for Ameriprise Financial, Inc. a Fortune 250 diversified financial service company. As a Certified Public Accountant, Mr. Parish is a financial expert with more than 35 years of diverse experience across several disciplines, including accounting, finance, audit, risk management, regulatory compliance and corporate governance. Recruited to Ameriprise in 2005 at the time of the company’s spin-off from American Express, he worked to build a world-class internal audit function for this Fortune 250 diversified financial services company. Prior to his tenure at Ameriprise, Mr. Parish was Vice President and Chief Internal Auditor at Ceridian Corporation and held numerous audit roles at Citigroup. Mr. Parish holds a B.A. from St. Olaf College and currently serves on the board of the St. Croix Valley Korean American Cultural Society. | | Age: 59 Director Since: 2018 | | | Committees: Audit (Chairperson) | | | | Qualifications: Our Board believes that Mr. Parish is qualified to serve as a director based on his financial expertise across several disciplines, including accounting, finance, audit, risk management, regulatory compliance, and corporate governance. Our Board has determined that Mr. Parish also qualifies as an “audit committee financial expert,” as that term is defined under applicable SEC rules. |
Director Nominees
| Jeffrey Shellberg | | | | Background: Mr. Shellberg is a founder of the Company and has served as a director of the Company and the Bank since its formation in 2005. He has worked in the regulatory and commercial banking industry for 40 years. Mr. Shellberg is the Secretary of the Company and the Bank and currently serves as the Deputy Chief Credit Officer of the Bank, a position he transitioned to in September 2025 as part of his retirement plan which is scheduled for October 2026. Prior to his current role, Mr. Shellberg served as Executive Vice President and Chief Credit Officer of the Company, positions he held since 2005 and was responsible for all aspects of the Company’s credit policies and practices. Mr. Shellberg’s extensive experience in community banking includes strategic planning, policy formation, risk management, asset and liability management, as well as external and internal audit. Prior to joining the Company, Mr. Shellberg was Senior Vice President of Klein Bank and began his banking career at the FDIC in 1985, where he worked for 15 years. Mr. Shellberg holds a B.S. from Iowa State University and is an alumnus of the Graduate School of Banking at Colorado, Boulder. | | Age: 64 Director Since: 2005 | | | Committees: N/A Position: Secretary and Deputy Chief Credit Officer | | | | Qualifications: Our Board believes that Mr. Shellberg is qualified to serve as a director based on his extensive experience in community banking, bank regulation, and as the Company’ s co-founder and current Deputy Chief Credit Officer. |
Director Nominees
| 10 | | Bridgewater Bancshares, Inc. |
Director Nominees
| Thomas Trutna | | | | Background: Mr. Trutna has served as a director of the Company and the Bank since 2005. He is the Chief Executive Officer and Founder of Trutna Enterprises, Inc. d/b/a BIG INK, a visual communications company that creates branded solutions for Fortune 1000 companies, an organization he has run since 1999. Prior to founding BIG INK, Mr. Trutna held marketing and business management positions at General Mills and Periscope, a Twin Cities advertising firm. As a prominent business owner in the Twin Cities and long-standing resident of Minnesota, Mr. Trutna has experience leading an organization and has significant ties to local business leaders. Mr. Trutna holds a B.S. from Minnesota State University, Mankato and is a frequent guest lecturer for entrepreneurial classes and professional organizations across the Twin Cities. | | Age: 60 Director Since: 2005 | | | Committees: Audit and Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Trutna is qualified to serve as a director based on his experience leading an organization and his ties to other local business leaders in our market areas. |
Director Nominees
| Todd Urness | | | | Background: Mr. Urness has served as a director of the Company and the Bank since 2005. He is a shareholder at the law firm of Winthrop & Weinstine, P.A., located in Minneapolis, Minnesota. Mr. Urness has practiced with Winthrop & Weinstine since 1985 and has been a shareholder of the firm since 1988. He has served on the Board of Directors of Winthrop & Weinstine as well as its senior management and compensation committees since 1993. In addition, he is the practice leader for the law firm’s real estate group giving him significant knowledge of lending in local markets. Mr. Urness’ involvement in real estate also expands to the development and ownership of several local real estate projects, primarily focused on multifamily housing. He holds a B.A. from Gustavus Adolphus College and a J.D. from the University of Minnesota School of Law. In addition, Mr. Urness is a Certified Public Accountant and a member of the Minnesota Bar. | | Age: 69 Director Since: 2005 Committees: Compensation | | | | Qualifications: Our Board believes that Mr. Urness is qualified to serve as a director based on his expertise and experience on multifamily housing and commercial real estate. This includes extensive legal and practical experience in identifying, strategizing, and executing on opportunities. |
Director Nominees
| 2026 Proxy Statement | | 11 |
Director Nominees
| David Volk | | | | Background: Mr. Volk has served as a director of the Company and the Bank since 2017. Mr. Volk is a principal at Castle Creek Capital, an alternative asset management firm focused on the community banking industry, located in San Diego, California. He has been with Castle Creek Capital since 2005 and has led or supported investments in numerous recapitalization, distressed and growth situations. Prior to joining Castle Creek Capital, Mr. Volk worked as an associate with TW Associates Capital, Inc. after receiving his initial training at Ernst & Young. Mr. Volk’s extensive financial institution experience based in strategic planning, operational improvements, acquisitions and capital financing brings a perspective to the opportunities and challenges facing banks nationwide. Mr. Volk holds a B.S. from Santa Clara University and a M.S. from the University of Virginia and currently serves as a board member for California BanCorp and Spend Life Wisely Company. He previously served as a director of InBankshares Corporation from 2022 to 2023 and of Bank of Idaho Holding Company from 2019 to 2025. | | Age: 49 Director Since: 2017 | | | Committees: Compensation and Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Volk is qualified to serve as a director based on his extensive financial institution experience in strategic planning, operational improvements, mergers and acquisitions, and capital markets. Mr. Volk brings a national perspective on the opportunities and challenges facing banks. |
Director Compensation
Director Compensation The following table sets forth information regarding 2025 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 from the Company as set forth below.
Director Compensation
| | Fees Earned | | | | | | or Paid in | Stock | All Other | | | Name | Cash | Awards(1) | Compensation | Total | | Lisa Brezonik | $— | $79,370 | $— | $79,370 | | James Johnson | — | 79,370 | — | 79,370 | | David Juran | — | 79,370 | — | 79,370 | | Mohammed Lawal | — | 79,370 | — | 79,370 | | Douglas Parish | 60,000(2) | 39,668 | — | 99,668 | | Jeffrey Shellberg(3) | — | — | — | — | | Thomas Trutna | 40,000 | 39,668 | — | 79,668 | | Todd Urness | — | 79,370 | — | 79,370 | | David Volk | 60,000(4) | 19,990 | 7,000(5) | 86,990 |
Director Compensation
| (1) In accordance with SEC regulations, stock awards are valued at the grant date fair value computed in accordance with Financial Accounting Standards (“FASB”) Accounting Standards Codification (“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. The assumptions used in calculating the grant date fair value of the stock awards are set forth in Note 18 to our consolidated financial statements for the year ended December 31, 2025, as included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. |
Director Compensation
| (2) Mr. Parish received an additional quarterly cash retainer of $5,000 for serving as Chairperson of the Audit Committee. |
Director Compensation
| (3) Excludes $550,533 of total compensation paid to Mr. Shellberg, who was formerly Executive Vice President and Chief Credit Officer of the Company and the Bank in 2025, which does not include the value of benefits generally provided to employees of the Company and the Bank. |
Director Compensation
| (4) Includes $40,000 paid in the name of Castle Creek Advisors VIII LLC, an affiliate of Castle Creek Capital Partners VIII, LP (“Castle Creek”) that provides management services to Castle Creek pursuant to a management agreement, on behalf of Mr. Volk in his capacity as a member of the Board. |
Director Compensation
| (5) Includes $3,000 paid to Mr. Volk and $4,000 paid to Castle Creek Advisors VIII LLC as a travel stipend for Mr. Volk to attend Board and committee meetings in-person. |
Director Compensation
| 22 | | Bridgewater Bancshares, Inc. |
Director Compensation
In 2025, the Company’s non-employee directors were paid a quarterly retainer equal to $20,000. Pursuant to the Company’s non-employee director compensation program, each non-employee director is paid one-half of the quarterly retainer fee in cash and one-half in fully-vested stock awards, provided that each non-employee director was permitted to make an advance annual election to receive all such non-employee director’s retainer in fully-vested stock awards. For retainers paid to an affiliate of a non-employee director through arrangements made with such non-employee director, all of the retainer is paid to such affiliate in cash unless the non-employee director made an election for the affiliate to receive all of the retainer in fully-vested stock awards. The Company paid an additional quarterly cash retainer of $5,000 to Mr. Parish as the Chairperson of the Audit Committee. Pursuant to an arrangement made with Mr. Volk, a portion of the retainer for Mr. Volk was paid to Castle Creek Advisors VIII LLC, which retainer was paid in cash. The program provides for payment of a $1,000 travel stipend for non-employee directors that travel to attend meetings from outside of Minnesota or states contiguous to Minnesota. Messrs. Baack and Shellberg, who also serve as employees of the Company, do not receive compensation for their service on the Board. No additional compensation is paid for service on the Bank board of directors. In 2025, the Compensation Committee retained an independent compensation consultant, Pearl Meyer & Partners, LLC (“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. No change was made to the amount of the retainer paid to non-employee directors for 2025.
Our Compensation Philosophy and Governance Practices
| What We Do | What We Don’t Do | | ✓ Independent compensation consultant retained by and reports to the Compensation Committee | ✓ No hedging of stock | | ✓ Utilize a short-term incentive plan that includes performance-based incentives | ✓ No excessive perquisites | | ✓ Minimum restricted stock vesting period of one year for employee participants | ✓ No repricing of stock options without shareholder approval | | ✓ Annual say-on-pay vote | ✓ No guaranteed annual bonus for NEOs | | ✓ Peer group benchmarking | ✓ No incentives that encourage improper risk taking | | ✓ Utilize balanced mix of cash and equity compensation and annual and long-term incentives | ✓ No outstanding unvested equity awards provide for “single trigger” acceleration upon a change in control | | ✓ Conduct ongoing shareholder outreach and communications | | | ✓ Set meaningful performance goals that align management with shareholder interests | | | ✓ Clawback policy for incentive compensation | |
2025 Peer Group
2025 Peer Group The Compensation Committee, in consultation with Pearl Meyer, periodically reviews and defines a peer group used in determining executive compensation. The 2025 Peer Group was developed based on an analysis of publicly-traded commercial banks to identify peers with similar characteristics to Bridgewater based on a variety of factors including asset size, financial performance, geography, and overall business model. Bridgewater’s 2025 Peer Group included the following 21 banks:
2025 Peer Group
| ● Alerus Financial Corporation | ● Lakeland Financial Corporation | | ● Bank First Corporation | ● Mercantile Bank Corporation | | ● Byline Bancorp, Inc. | ● Midland States Bancorp, Inc. | | ● Civista Bancshares, Inc. | ● MidWestOne Financial Group, Inc. | | ● ConnectOne Bancorp, Inc. | ● Nicolet Bankshares, Inc. | | ● Farmers & Merchants Bancorp, Inc. | ● Old Second Bancorp, Inc. | | ● Farmers National Banc Corp. | ● QCR Holdings, Inc. | | ● First Business Financial Services, Inc. | ● Southern First Bancshares, Inc. | | ● First Mid Bancshares, Inc. | ● Southern Missouri Bancorp, Inc. | | ● Five Star Bancorp | ● West Bancorporation, Inc. | | ● Great Southern Bancorp, Inc. | |
2025 Peer Group
| 2026 Proxy Statement | | 31 |
Short-Term Incentive Plan
Short-Term Incentive Plan The Company’s STI Plan for NEOs is based in equal part on the Company’s pre-provision, pre-tax net revenue (“PPNR”), a non-GAAP financial measure (see “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, for further details), and the individual performance goals of each NEO, as determined at the discretion of the Compensation Committee. The Compensation Committee believes PPNR is the best overall objective metric for evaluating the NEOs’ performance on an annual basis and believes the subjective evaluation of each NEO’s achievements provides the Compensation Committee with the opportunity to specifically tailor compensation commensurate to the contributions of each NEO individually and as a collective leadership team. On a year-by-year basis, the Compensation Committee structures the PPNR component of the STI Plan by selecting PPNR goals under which bonuses may be earned by participating NEOs. Our participating NEOs are eligible to earn a portion of their target bonuses if the Company attains a sufficient level of PPNR performance. The Compensation Committee selects PPNR performance goals to establish threshold, target, and maximum metric achievement levels and payout percentages. If we fail to attain the threshold level of the PPNR performance goal, our NEOs earn no amount of their target bonuses subject to the PPNR metric. If we achieve a PPNR exceeding the threshold amount but less than 100% of the target performance goal, our NEOs earn between the threshold payout percentage and the amount of their target bonuses subject to the metric, with actual payouts determined based on a sliding scale. If we achieve a PPNR exceeding the target performance goal but less than an established maximum performance level amount, our NEOs earn between 100% of their target bonuses and the maximum payout percentage subject to the metric, with actual payouts determined based on a sliding scale. On a year-by-year basis, the Compensation Committee structures the subjective component of the STI Plan by reviewing and approving individual and Company performance goals under which bonuses may be earned. Actual payouts are established
Short-Term Incentive Plan
| 32 | | Bridgewater Bancshares, Inc. |
Short-Term Incentive Plan
based on a subjective evaluation by the Compensation Committee on the achievement by each NEO and the Company of the approved performance goals. For 2025, the annual incentive opportunity was set at 75% of the annual base salary of the CEO and 60% of the annual base salary of each other NEO. The annual cash bonus for each NEO was determined in equal part based on the Company’s PPNR metric and individual performance goals. For 2025, the Compensation Committee established the following PPNR performance goals and payout percentages:
Short-Term Incentive Plan
| | PPNR | Performance | | Performance Level | (in thousands) | Payout % | | Maximum Performance | $68,874 | 150% | | Target Performance | 62,613 | 100% | | Threshold Performance | 42,691 | 50% | | < Threshold Performance | 42,691 | —% |
Short-Term Incentive Plan
In light of expected economic and market headwinds that were considered likely to negatively impact the Company’s performance for 2025, the target performance threshold was set at a level of 110% of the Company’s budgeted PPNR to reflect the Compensation Committee’s determination that, given the headwinds, the Company would need to exceed budgeted PPNR levels in order to warrant payment to the NEOs of the full annual target incentive opportunity. In 2025, the Company’s PPNR exceeded the target PPNR performance level but did not achieve the maximum performance level, so our NEOs earned between the target payout percentage and the maximum payout percentage for the portion of the STI Plan payout subject to the metric, with actual payouts determined based on a sliding scale. For 2025, the Compensation Committee determined that, despite the strong individual performance and contributions by each NEO, the Company’s financial performance was not consistent with historical expectations. Accordingly, the Compensation Committee determined to grant less than the full amount of the target discretionary bonus to several of our NEOs, which resulted in total STI Plan payouts between 38% and 67% of target payouts for each NEO. The 2025 STI Plan bonus for each NEO, other than Ms. Crocker, is set forth below:
Short-Term Incentive Plan
| | Target | | | Individual | | Total | | Named Executive | Opportunity | Target | PPNR | Performance | Total | STI Paid | | Officer | (as % of base salary) | Opportunity ($) | Payout | Payout | STI Paid | (as % of base salary) | | Jerry Baack | 75% | $487,500 | $293,000 | $140,000 | $433,000 | 67% | | Joseph Chybowski | 60% | 270,000 | 163,000 | 121,000 | 284,000 | 63% | | Nick Place | 60% | 231,000 | 139,000 | 35,000 | 174,000 | 45% | | Lisa Salazar | 60% | 213,000 | 128,000 | 6,000 | 134,000 | 38% |
Short-Term Incentive Plan
As previously disclosed, in August 2025, Ms. Crocker announced her intention to retire from employment with the Company. As a result of her announced retirement, Ms. Crocker’s responsibilities shifted to those of a more transitional nature. In connection with the announcement of her retirement, the Compensation Committee determined that Ms. Crocker’s incentive compensation, if any, for 2025 should serve as a reward for her outstanding leadership during the year and to further incentivize her to successfully transition duties and responsibilities prior to her retirement. As such, the Compensation Committee exercised its discretion in November 2025 to award Ms. Crocker an incentive bonus for 2025 in the amount of $125,000.
Long-Term Incentive Plan
Long-Term Incentive Plan All of our NEOs are eligible to receive grants of equity awards, including incentive and non-statutory stock options, restricted stock, and restricted stock units at the discretion of the Compensation Committee or the Board. Stock options, restricted stock, and restricted stock units may be granted under the Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan (the “2023 Equity Plan”) or the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “2019 Equity Plan”) described more fully below. Stock options may also be issued from the Bridgewater Bancshares, Inc. 2017 Combined Incentive and Non-Statutory Stock Option Plan (the “2017 Stock Option Plan”) described more fully below. The 2023 Equity Plan, 2019 Equity Plan, and the 2017 Stock Option Plan allow the Compensation Committee or the Board to grant equity awards under the plans and to establish the terms and conditions of the awards, subject to the plan terms. Restricted stock unit awards issued as long-term incentives are generally issued annually in the first quarter of each year, after release of our earnings for the fourth quarter of the prior year. In addition, we issue incentive and non-statutory stock options to our NEOs on a non-annual, periodic basis. We do not take material
Long-Term Incentive Plan
| 2026 Proxy Statement | | 33 |
Long-Term Incentive Plan
nonpublic information into account when determining the timing and terms of equity awards. In 2025, the Compensation Committee approved grants of restricted stock units, as set forth on the compensation tables below.
Deferred Incentive Plan
Deferred Incentive Plan The Compensation Committee may award each NEO a discretionary contribution to the Deferred Incentive Plan, described in more detail below, based on Company and individual performance for each calendar year. To encourage retention, amounts contributed to the Deferred Incentive Plan are subject to forfeiture contingent on the NEO’s continued employment. No amounts previously contributed are outstanding under the Deferred Incentive Plan, and no contributions were made to any NEO under the Deferred Incentive Plan in 2025.
Equity Plans
Equity Plans Equity awards to our NEOs are currently made through the Company’s 2023 Equity Plan. The Company also maintains the 2019 Equity Plan, the 2017 Stock Option Plan, and the 2012 Stock Option Plan. 2023 Equity Plan. The 2023 Equity Plan was adopted by our Board on February 28, 2023 and approved by our shareholders on April 25, 2023. The 2023 Equity Plan is designed to promote the Company’s long-term financial success by providing a means to attract, retain and reward individuals who can and do contribute to such success, and to further align their interests with those of the Company. The 2023 Equity Plan will continue in effect for so long as any awards remain outstanding under the plan; provided, however, that no awards may be granted under the plan after the tenth anniversary of its effective date. The types of awards which may be granted under 2023 Equity Plan include incentive and non-qualified stock options, stock appreciation rights, stock awards, restricted stock units, restricted stock and cash incentive awards. The Company may grant these awards to its directors, officers, employees, and certain service providers for up to 1,500,000 shares of common stock (all of which may be granted as incentive stock options). As of December 31, 2025, there were 464,751 of unissued shares of the Company’s common stock authorized for grants under the 2023 Equity Plan. Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the individuals receiving the awards. The 2023 Equity Plan allows for acceleration of vesting and exercise privileges of grants if a participant’s termination of employment is due to a change in control, death or total disability. If a participant is terminated for cause, then all vested and unvested awards are forfeited at the date of termination. The maximum number of shares subject to awards granted during a single calendar year to any one non-employee director participant, together with any cash fees paid to such director during such calendar year, may not exceed a total of $400,000. The exercise price of each incentive stock option and non-qualified stock option award equals the fair market value of the Company’s stock on the date of the grant and an option’s maximum term is ten years. All outstanding awards have been granted with a vesting period of four years. 2019 Equity Plan. The 2019 Equity Plan was adopted by our Board on January 22, 2019 and approved by our shareholders on April 23, 2019. The 2019 Equity Plan is designed to promote the Company’s long-term financial success by providing a means to attract, retain and reward individuals who can and do contribute to such success, and to further align their interests with those of the Company. The 2019 Equity Plan will continue in effect for so long as any awards remain outstanding under the plan; provided, however, that no awards may be granted under the plan after the tenth anniversary of its effective date. The types of awards which may be granted under the 2019 Equity Plan include incentive and non-qualified stock options, stock appreciation rights, stock awards, restricted stock units, restricted stock and cash incentive awards. The Company may grant these awards to its directors, officers, employees, and certain service providers for up to 1,000,000 shares of common stock (all of which may be granted as incentive stock options). As of December 31, 2025, there were 2,192 shares of the Company’s common stock authorized for grants under the 2019 Equity Plan. Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the individuals receiving the awards. The 2019 Equity Plan allows for acceleration of vesting and exercise privileges of grants if a participant’s termination of employment is due to a change in control, death or total disability. If a participant is terminated for cause, then all vested and unvested awards are forfeited at the date of termination. The maximum number of shares subject to awards granted during a single calendar year to any one non-employee director participant, together with any cash fees paid to such director during such calendar year, may not exceed a total of $400,000. The exercise price of each incentive stock option and non-qualified stock option award equals the fair market value of the Company’s stock on the date of the grant and an option’s maximum term is ten years. All outstanding awards have been granted with a vesting period of four years. 2017 Stock Option Plan. The 2017 Stock Option Plan was adopted by our Board on March 28, 2017 and approved by our shareholders on April 24, 2017. The 2017 Stock Option Plan is designed to promote the growth and general prosperity of the Company by permitting the Company to grant option awards to consultants, employees, officers and directors that will assist the Company in its efforts to attract and retain the best available persons for positions of substantial responsibility and to provide such persons with an additional incentive to contribute to the future success of the Company and its affiliates. Pursuant to the 2017 Stock Option Plan, the Board may grant eligible persons incentive stock options and non-statutory stock options to purchase
Equity Plans
stock at an exercise price. The exercise price of an incentive stock option may not be less than the fair market value of Company common stock on the date the option is granted. The exercise price of an incentive stock option awarded to a 10% shareholder may not be less than 110% of the fair market value of the stock on the date the option is granted. Each stock option must be granted pursuant to an award agreement setting forth the terms and conditions of the individual award. Awards of incentive stock options may expire no later than 10 years from the date of grant (and no later than five years from the date of grant in the case of a 10% shareholder). Initially, up to 1,500,000 shares of common stock were available for issuance under the plan. As of December 31, 2025, there were 10,000 shares available for issuance under the plan. The 2017 Stock Option Plan provides for acceleration of vesting and exercise privileges of outstanding option awards upon a change in control. Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan. The Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan, or the 2012 Stock Option Plan, was adopted by our Board on March 27, 2012 and approved by our shareholders on April 24, 2012. Under the 2012 Stock Option Plan, we were permitted to grant awards to eligible persons in the form of incentive and non-statutory stock options. We had reserved up to 750,000 shares of common stock for issuance under the 2012 Stock Option Plan. No new grants were able to be made from the 2012 Stock Option Plan after March 27, 2022. Options that were granted under the 2012 Stock Option Plan vest, become exercisable and contain such other terms and conditions as determined by the Board and set forth in individual agreements with the employees receiving the awards. The 2012 Stock Option Plan provides for acceleration of vesting and exercise privileges of outstanding options upon the occurrence of a change in control transaction.
Other Risk Mitigating Features
Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, and is available on the Company’s website at investors.bridgewaterbankmn.com under the “Investor Relations – Governance Documents” heading. Insider Trading Policy. The Company’s Insider Trading Policy permits open market transactions in Company stock beginning the day after the second full trading day after quarterly earnings have been made public until two weeks before the end of each fiscal quarter. A copy of the Company’s Insider Trading Policy is attached as an exhibit to the Company’s Annual Report on Form 10- K for the year ended December 31, 2025, as filed with the SEC, and is available on the Company’s website at investors.bridgewaterbankmn.com under the “Investor Relations – Governance Documents” heading. Anti-Hedging Policy. The Company’s Insider Trading Policy prohibits all employees and directors from entering into any hedging transactions involving the Company’s stock. A copy of the Company’s Insider Trading Policy is available on the Company’s website at investors.bridgewaterbankmn.com under the “Investor Relations – Governance Documents” heading. Regulatory Impact on Compensation. As a publicly traded financial institution, the Company must comply with multiple layers of regulations when considering and implementing compensation decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require that the Company and the Compensation Committee be mindful of the risks associated with compensation programs designed to incentivize superior performance. Under the FDIC’s 2015 Interagency Guidelines Establishing Standards for Safety and Soundness (the “Safety and Soundness Standards”), excessive compensation is prohibited as an unsafe and unsound practice. The FDIC has indicated that financial institutions should consider whether aggregate cash amounts paid or non-cash benefits provided to an employee are unreasonable or disproportionate to the services the employee performs. The Safety and Soundness Standards set forth a framework within which financial institutions should evaluate an employee’s compensation, with factors including compensation history, internal pay equity and, if appropriate, comparable compensation practices at peer institutions. In order to give the assessment proper context, the assessment should be made in light of the financial institution’s overall financial condition. Separately, in 2010, the federal regulatory agencies, including the FDIC, the Federal Reserve, and the Office of the Comptroller of the Currency, together issued the Guidance on Sound Incentive Compensation Policies, (the “Joint Guidance”). The Joint Guidance complements the Safety and Soundness Standards and establishes a framework within which financial institutions must assess the soundness of their incentive compensation plans, programs and arrangements. Because the Joint Guidance is limited to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to the financial institution, it is somewhat narrower in scope than the Safety and Soundness Standards. With respect to those individuals to which it applies, the Joint Guidance aims to ensure that any available incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management and have the support of strong corporate governance. In addition to the foregoing, proposed rules under relevant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that intend to implement further risk assessment guidelines and procedures with respect to incentive-based compensation may eventually be finalized by the financial services regulatory agencies. Versions of these proposed rules have now been issued three times: first during 2011, then again in 2016, and most recently in 2024 (which was subsequently withdrawn); however, none of these proposed rules has been finalized. If any such rules are finalized, they may impose additional compensation- related risk assessment guidelines, procedures and requirements on the Company and the Bank. The Company is also subject to the SEC’s rules regarding risk assessment, which apply to all publicly traded companies. The SEC maintains specific compensation risk assessment rules, applicable generally to publicly traded companies, which require the issuer to determine whether any of its existing incentive compensation plans, programs or arrangements create risks that are reasonably likely to have a material adverse effect on the issuer and, if so, to disclose information about such arrangements. The Compensation Committee evaluates the risks associated with the Company’s compensation programs and components on an annual basis. The Compensation Committee annually reviews the Company’s incentive compensation plans, programs and arrangements to determine they do not create risks that are reasonably likely to have a material adverse effect on the issuer. Finally, when making decisions about executive compensation, the Company also considers the impact of other regulatory provisions, including: Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the tax deductibility of certain compensation; Section 409A of the Code regarding nonqualified deferred compensation; Section 280G of the Code regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control; and the impact of FASB ASC Topic 718, which requires the Company to recognize the compensation cost of grants of equity awards based upon their grant date fair value.
Other Risk Mitigating Features
Stock Ownership Guidelines. Our Compensation Committee periodically reviews and considers whether to adopt stock ownership guidelines for our CEO and other NEOs. Due to the significant ownership of our Company common stock by our CEO and other NEOs and the historical retention rates of such Company common stock by our CEO and other NEOs, the Compensation Committee has determined it is not necessary to implement formal stock ownership guidelines for the NEOs at this time. Policies and Practices Related to the Grant of Certain Equity Awards. The Company does not have a formal policy on the timing of any new awards of stock options, stock appreciation rights, or similar option-like instruments (together, “Options”) in relation to the disclosure of material nonpublic information by the Company. However, the Company’s practice has been to forego the grant of any Options to existing executive officers or employees during any black-out periods determined in accordance with our Insider Trading Policy. Such practice does not extend to any Options granted to new employees that may be awarded Options in connection with an offer of employment.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation paid to, awarded to, or earned by each of our NEOs for our fiscal years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and | | | | | Non-Equity | | | | Principal | | | | Stock | Incentive Plan | All Other | | | Position | Year | Salary | Bonus | Awards | Compensation | Compensation(3) | Total | | Jerry Baack | 2025 | $650,000 | $— | $218,372(1) | $433,000 | $48,560 | $1,349,932 | | Chairman of the Board and | 2024 | 650,000 | — | 203,937(1) | 219,000 | 47,989 | 1,120,926 | | Chief Executive Officer | 2023 | 650,000 | — | 351,679(2) | 219,000 | 45,667 | 1,266,346 | | Joseph Chybowski | 2025 | 450,000 | — | 141,590(1) | 284,000 | 46,706 | 922,296 | | President and | 2024 | 421,875 | — | 109,816(1) | 142,000 | 40,953 | 714,644 | | Chief Financial Officer | 2023 | 375,000 | 1,000 | 188,358(2) | 118,000 | 39,336 | 721,695 | | Mary Jayne Crocker | 2025 | 343,333 | 125,000 | 122,642(1) | — | 43,846 | 634,821 | | Former Executive Vice President | 2024 | 390,000 | — | 114,203(1) | 123,000 | 40,547 | 667,750 | | Chief Strategy Officer | 2023 | 390,000 | — | 195,374(2) | 123,000 | 43,334 | 751,708 | | Nick Place | 2025 | 385,000 | — | 99,712(1) | 174,000 | 39,997 | 698,709 | | Chief Banking Officer | 2024 | 350,000 | — | 92,730(1) | 100,000 | 39,393 | 582,123 | | | 2023 | 350,000 | — | 161,310(2) | 100,000 | 38,425 | 649,735 | | Lisa Salazar(4) | 2025 | 355,000 | — | 76,782(1) | 134,000 | 37,922 | 603,704 | | Chief Operating Officer | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — |
Summary Compensation Table
| (1) Amounts reflect the aggregate grant date fair value of stock unit awards, in each case computed in accordance with FASB ASC Topic 718. For stock unit awards, the grant date fair value was computed based on the closing market price of our stock on the grant date. For grants made on February 3, 2025, the per share fair market value was $13.78. For grants made on February 2, 2024, the per share fair market value was $11.89. The stock unit awards are subject to a four-year ratable vesting schedule. The assumptions used in calculating the grant date fair value of the stock unit awards are set forth in Note 18 to our consolidated financial statements for the year ended December 31, 2025, as included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. |
Summary Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of stock unit awards granted in the year ended December 31, 2023 in accordance with FASB ASC Topic 718 based on a share price of $15.59 as of the date of the grant which was February 2, 2023. The stock unit awards are subject to a four-year ratable vesting schedule. The assumptions used in calculating the grant date fair value of the stock unit awards are set forth in Note 17 to our consolidated financial statements for the year ended December 31, 2023, as included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. |
Summary Compensation Table
| (3) “All Other Compensation” for the NEOs during the 2025 fiscal year is summarized below. |
Summary Compensation Table
| (4) As permitted by the SEC rules, because the 2025 fiscal year was Ms. Salazar’s first year as a named executive officer, the compensation paid to her prior to 2025 is not included in this table. |
Summary Compensation Table
| 38 | | Bridgewater Bancshares, Inc. |
Summary Compensation Table
| | | | Company | | | | | | 401 (k) Plan | Total “All Other | | Name | Year | Perquisites(1) | Contribution(2) | Compensation” | | Jerry Baack | 2025 | $24,060 | $24,500 | $48,560 | | Joseph Chybowski | 2025 | 22,206 | 24,500 | 46,706 | | Mary Jayne Crocker | 2025 | 19,346 | 24,500 | 43,846 | | Nick Place | 2025 | 15,497 | 24,500 | 39,997 | | Lisa Salazar | 2025 | 13,422 | 24,500 | 37,922 |
Summary Compensation Table
| (1) Amounts reflect automobile allowances, health club memberships, the economic value of premiums paid on the BOLI Policies described below, the portion of health and dental insurance premiums paid for by the Company in excess of what is paid for employees generally, and the cost of executive physical exams at the Mayo Clinic in Rochester, Minnesota. |
Summary Compensation Table
| (2) Amounts reflect Company matching and profit-sharing contributions under the 401(k) Plan. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows the information concerning grants of plan-based awards made to our NEOs during 2025. All equity awards were made under our 2023 Equity Plan.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under | | | All Other Stock | | | | | | Non-Equity Incentive Plan Awards (1) | | | Awards | | | | | | | | | Number of | Grant Date Fair | | | | | | | | Shares of Stock | Value of Stock | | Name | Type of Award | Grant Date | Threshold | Target | Maximum | or Units (#)(2) | Awards ($)(3) | | Jerry Baack | Annual Cash Incentive | | $365,625 | $487,500 | $609,375 | | | | | RSUs | February 3, 2025 | | | | 15,847 | $218,372 | | Joseph Chybowski | Annual Cash Incentive | | 202,500 | 270,000 | 337,500 | | | | | RSUs | February 3, 2025 | | | | 10,275 | 141,590 | | Mary Jayne Crocker(4) | Annual Cash Incentive | | 175,500 | 234,000 | 292,500 | | | | | RSUs | February 3, 2025 | | | | 8,900 | 122,642 | | Nick Place | Annual Cash Incentive | | 173,250 | 231,000 | 288,750 | | | | | RSUs | February 3, 2025 | | | | 7,236 | 99,712 | | Lisa Salazar | Annual Cash Incentive | | 159,750 | 213,000 | 266,250 | | | | | RSUs | February 3, 2025 | | | | 5,572 | 76,782 |
Grants of Plan-Based Awards
| (1) The amounts set forth in these columns reflect the threshold, target and maximum payouts for performance under the Company’s STI Plan as described in the Compensation Discussion & Analysis above. The amount earned by each NEO for 2025 performance is included in the Summary Compensation Table in the Column titled “Non-Equity Incentive Plan Compensation.” |
Grants of Plan-Based Awards
| (2) The amounts reflect the actual number of shares of Company common stock delivered to each NEO. |
Grants of Plan-Based Awards
| (3) The value of the restricted stock units is based on the grant date fair value of awards granted computed in accordance with FASB ASC Topic 718 based on a share price of $13.78 as of the date of the grant which was February 3, 2025. The stock unit awards are subject to a four-year ratable vesting schedule. |
Grants of Plan-Based Awards
| (4) See the discussion above under “Short-Term Incentive Plan” for a description of how Ms. Crocker’s August 2025 retirement announcement impacted her 2025 incentive bonus. |
Grants of Plan-Based Awards
| 2026 Proxy Statement | | 39 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows the number of equity awards outstanding as of December 31, 2025 for each of our NEOs.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | | | | | Number of | Market Value of | | | | Number of Securities Underlying | | Option | | Shares or Units of | Shares or Units of | | | | Unexercised Options | | Exercise | | Stock That Have | Stock That Have | | | | Exercisable | Unexercisable | Price | Option | Not Vested (3) | Not Vested (4) | | Name | Grant Date | (#) | (#) | ($) | Expiration Date | (#) | ($) | | Jerry Baack | October 1, 2017 | 125,000(1) | —(1) | 7.47 | September 30, 2027 | | | | | December 6, 2019 | 65,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | February 1, 2022 | 75,000(2) | 25,000(2) | 17.50 | February 1, 2032 | | | | | February 2, 2023 | | | | | 11,279 | $197,721 | | | February 2, 2024 | | | | | 12,864 | 225,506 | | | February 3, 2025 | | | | | 15,847 | 277,798 | | Joseph | October 1, 2017 | 136,500(1) | —(1) | 7.47 | September 30, 2027 | | | | Chybowski | December 6, 2019 | 23,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | February 1, 2022 | 37,500(2) | 12,500(2) | 17.50 | February 1, 2032 | | | | | February 2, 2023 | | | | | 6,041 | 105,899 | | | February 2, 2024 | | | | | 6,927 | 121,430 | | | February 3, 2025 | | | | | 10,275 | 180,121 | | Mary Jayne | October 1, 2017 | 91,102(1) | —(1) | 7.47 | September 30, 2027 | | | | Crocker | December 6, 2019 | 27,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | February 1, 2022 | 15,000(2) | 5,000(2) | 17.50 | February 1, 2032 | | | | | February 2, 2023 | | | | | 6,266 | 109,843 | | | February 2, 2024 | | | | | 7,204 | 126,286 | | | February 3, 2025 | | | | | 8,900 | 156,017 | | Nick Place | October 1, 2017 | 140,000(1) | —(1) | 7.47 | September 30, 2027 | | | | | December 6, 2019 | 21,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | February 1, 2022 | 37,500(2) | 12,500(2) | 17.50 | February 1, 2032 | | | | | February 2, 2023 | | | | | 5,174 | 90,700 | | | February 2, 2024 | | | | | 5,850 | 102,551 | | | February 3, 2025 | | | | | 7,236 | 126,847 | | Lisa | October 1, 2018 | 22,297(1) | —(1) | 12.94 | September 30, 2028 | | | | Salazar | December 6, 2019 | 17,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | February 1, 2022 | 18,750(2) | 6,250(2) | 17.50 | February 1, 2032 | | | | | February 2, 2023 | | | | | 3,856 | 67,596 | | | February 2, 2024 | | | | | 4,486 | 78,640 | | | February 3, 2025 | | | | | 5,572 | 97,677 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Option awards vest or vested in 20% increments on the first five anniversaries of the date of grant. All outstanding unvested options are accelerated and vest in full upon a change in control of the Company or in the event of the death of an NEO. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Option awards vest or vested in 25% increments on the first four anniversaries of the date of grant. All outstanding unvested options are accelerated and vest in full upon a change in control of the Company or in the event of the death of an NEO. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Restricted stock awards and units vest in 25% increments on the first four anniversaries of the date of the grant. All outstanding unvested restricted stock awards and units are accelerated and vest in full upon an involuntary termination or a termination by the NEO for good reason, in each case in connection with a change in control of the Company, or in the event of the death or disability of an NEO. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The value of the unvested restricted stock awards and units is based upon the closing stock price of $17.53 as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| 40 | | Bridgewater Bancshares, Inc. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information concerning the exercise of options and vesting of stock awards with respect to each NEO in 2025.
Option Exercises and Stock Vested
| | Option Awards | | Restricted Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise | Acquired on Vesting | On Vesting | | Name | (#) | ($)(1) | (#)(2) | ($)(3) | | Jerry Baack | 25,000 | $238,000 | 14,494 | $221,641 | | Joseph Chybowski | 11,000 | 94,375 | 7,720 | 117,897 | | Mary Jayne Crocker | 58,898 | 494,536 | 8,291 | 127,325 | | Nick Place | 10,000 | 112,900 | 6,565 | 100,246 | | Lisa Salazar | 1,931 | 6,855 | 4,894 | 74,575 |
Option Exercises and Stock Vested
| (1) Represents amounts realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. |
Option Exercises and Stock Vested
| (2) Includes restricted stock awards that vested on February 2, 2025 and December 6, 2025. |
Option Exercises and Stock Vested
| (3) Represents the closing price of the Company’s common stock on the applicable vesting date multiplied by the number of shares vested on such date. |
Potential Payments Upon Termination or Change in Control
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, 2025. 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 $17.53 based on the market value of our common stock on December 31, 2025 and assumed any options were exercised as of December 31, 2025.
Potential Payments Upon Termination or Change in Control
| | | | | Payments | Payments | | | | | | | Upon Termination by the | Upon Termination by the | | | | | | | Company without Cause | Company without Cause | | | | | | | or by the Executive | or by the Executive | | | | | Payments | Payments | for Good Reason - | for Good Reason - | | | Name | Type of Payment | Upon Disability (1) | Upon Death (1) | No Change in Control | Change in Control (1) | Retirement (5) | | Jerry Baack | Cash Severance | $— | $— | $650,000(2) | $2,166,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 40,674(4) | 40,674(4) | — | | | Acceleration of Stock Awards | 701,025 | 701,025 | — | 701,025 | — | | | Acceleration of Options | — | 1,560,150 | — | 1,560,150 | — | | | Total | $701,025 | $2,261,175 | $690,674 | $4,467,849 | $— | | Joseph Chybowski | Cash Severance | $— | $— | $450,000(2) | $1,468,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 40,674(4) | 40,674(4) | — | | | Acceleration of Stock Awards | 407,450 | 407,450 | — | 407,450 | — | | | Acceleration of Options | — | 1,480,720 | — | 1,480,720 | — | | | Total | $407,450 | $1,888,170 | $490,674 | $3,396,844 | $— | | Mary Jayne Crocker | Cash Severance | $— | $— | $250,000(2) | $750,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 33,384(4) | 33,384(4) | — | | | Acceleration of Stock Awards | 392,146 | 392,146 | — | 392,146 | 392,146 | | | Acceleration of Options | — | 1,041,556 | — | 1,041,556 | — | | | Total | $392,146 | $1,433,702 | $283,384 | $2,217,086 | $392,146 | | Nick Place | Cash Severance | $— | $— | $385,000(2) | $1,118,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 40,674(4) | 40,674(4) | — | | | Acceleration of Stock Awards | 320,098 | 320,098 | — | 320,098 | — | | | Acceleration of Options | — | 1,506,710 | — | 1,506,710 | — | | | Total | $320,098 | $1,826,808 | $425,674 | $2,985,482 | $— | | Lisa Salazar | Cash Severance | $— | $— | $355,000(2) | $978,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 39,356(4) | 39,356(4) | — | | | Acceleration of Stock Awards | 243,913 | 243,913 | — | 243,913 | — | | | Acceleration of Options | — | 181,463 | — | 181,463 | — | | | Total | $243,913 | $425,376 | $394,356 | $1,442,732 | $— |
Potential Payments Upon Termination or Change in Control
| (1) These columns include amounts that would be paid to the NEOs actively employed by the Company at December 31, 2025 for stock awards and options where vesting accelerates upon termination by death, disability, or change in control. |
Potential Payments Upon Termination 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. |
Potential Payments Upon Termination or Change in Control
| (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. |
Potential Payments Upon Termination or Change in Control
| (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. |
Potential Payments Upon Termination or Change in Control
| (5) This column includes amounts that would be paid to the NEOs actively employed by the Company at December 31, 2025 for awards where vesting accelerates upon retirement. |
Potential Payments Upon Termination or Change in Control
| 2026 Proxy Statement | | 43 |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of Jerry Baack, our CEO, to the total compensation of our median employee. To determine the median employee, a list of all active full- and part-time employees as of December 31, 2025, excluding Mr. Baack, was prepared. The measure of "total cash compensation" was used, which is defined as the sum of base salary, bonus, incentives, holiday, paid time off and overtime pay, as reflected in our payroll records. We believe this is a reasonable measure of total compensation. Our employee population consisted of 322 employees as of December 31, 2025. Compensation was annualized for any individual not employed for the full calendar year of 2025. Annual compensation was ranked from lowest to highest, and the median employee was selected from the list. Mr. Baack had total compensation of $1,349,932 in 2025, as reflected in the Summary Compensation Table included in this proxy statement. The median employee annual total compensation for 2025, using the methodology that was used to calculate Mr. Baack's compensation in the Summary Compensation Table, was $99,039. As a result, the CEO pay ratio is 13.6 to 1. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO PAY RATIO
| 2026 Proxy Statement | | 45 |
CEO PAY RATIO
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our CEO and to our Non-CEO NEOs and certain Company and peer group financial performance measures. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.
CEO PAY RATIO
| | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | Summary | | Average Summary | Average | | Peer | | | | | Compensation | Compensation | Compensation | Compensation | Total | Group Total | | | | | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | Net Income (7) | PPNR (8) | | Year | for CEO (1) | to CEO (2) | for Non-CEO NEOs (3) | to Non-CEO NEOs (4) | Return (5) | Return (6) | (in thousands) | (in thousands) | | 2025 | $1,349,932 | $1,584,447 | $714,883 | $822,057 | $140.35 | $166.91 | $46,088 | $65,167 | | 2024 | 1,120,926 | 1,088,795 | 642,412 | 636,572 | 108.17 | 155.92 | 32,825 | 45,876 | | 2023 | 1,266,346 | 667,636 | 699,763 | 456,725 | 108.25 | 126.63 | 39,960 | 51,588 | | 2022 | 1,779,841 | 1,930,993 | 874,577 | 910,271 | 142.03 | 118.42 | 53,392 | 79,736 | | 2021 | 1,524,384 | 2,210,043 | 868,675 | 1,340,822 | 141.63 | 141.27 | 45,687 | 67,117 |
CEO PAY RATIO
| (1) Amount represents the total compensation of the Company's CEO, Jerry Baack, as reported in the Summary Compensation Table for each year indicated. Refer to the “Summary Compensation Table” above. |
CEO PAY RATIO
| (2) Amount represents the amount of CAP to Mr. Baack, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Baack’s total compensation for each year to determine the CAP: |
CEO PAY RATIO
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $1,349,932 | $1,120,926 | $1,266,346 | $1,779,841 | $1,524,384 | | Adjustment for Grant Date Values in the Summary Compensation Table | (218,372) | (203,937) | (351,679) | (528,339) | (317,976) | | Year-end Fair Value of Unvested Awards Granted in the Current Year | 277,798 | 231,724 | 304,984 | 661,830 | 323,090 | | Year-over-year Difference of Year-end Fair Values for Unvested Awards Granted in Prior Years | 141,307 | (50,840) | (298,858) | 11,104 | 420,439 | | Differences in Fair Values Between Prior Year-end Fair Values and Vest Date Fair Values for Awards Granted in Prior Years | 33,782 | (9,078) | (253,157) | 6,557 | 260,106 | | Compensation Actually Paid (as calculated) | $1,584,447 | $1,088,795 | $667,636 | $1,930,993 | $2,210,043 |
CEO PAY RATIO
| (3) Amount represents the average of the total compensation of each of the Company's non-CEO NEOs as reported in the Summary Compensation Table for each year indicated. The individuals comprising the non-CEO NEOs for each year are listed below: |
CEO PAY RATIO
| 2025 | 2024 | 2023 | 2022 | 2021 | | Joseph Chybowski | Joseph Chybowski | Joseph Chybowski | Joseph Chybowski | Mary Jayne Crocker | | Mary Jayne Crocker | Mary Jayne Crocker | Mary Jayne Crocker | Mary Jayne Crocker | Jeffrey Shellberg | | Nick Place | Nick Place | Nick Place | Nick Place | | | Lisa Salazar | Jeffrey Shellberg | Jeffrey Shellberg | Jeffrey Shellberg | |
CEO PAY RATIO
| (4) Amount represents the average of the total CAP to other named non-CEO NEOs of the Company as reported in the Summary Compensation Table, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-CEO NEOs as a group for each year to determine the CAP: |
CEO PAY RATIO
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $714,883 | $642,412 | $699,763 | $874,577 | $868,675 | | Adjustment for Grant Date Values in the Summary Compensation Table | (110,181) | (103,363) | (178,342) | (184,918) | (178,453) | | Year-end Fair Value of Unvested Awards Granted in the Current Year | 140,165 | 117,446 | 154,662 | 231,641 | 181,323 | | Year-over-year Difference of Year-end Fair Values for Unvested Awards Granted in Prior Years | 62,075 | (17,828) | (114,547) | 4,294 | 271,314 | | Differences in Fair Values Between Prior Year-end Fair Values and Vest Date Fair Values for Awards Granted in Prior Years | 15,115 | (2,095) | (104,811) | (15,323) | 197,963 | | Compensation Actually Paid (as calculated) | $822,057 | $636,572 | $456,725 | $910,271 | $1,340,822 |
CEO PAY RATIO
| (5) Amount represents the cumulative five-year total return to shareholders of the Company's common stock and assumes that the value of the investment was $100 on December 31, 2020 and that any subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price performance. |
CEO PAY RATIO
| (6) Reflects the cumulative total shareholder return of the Nasdaq Bank Index (“Nasdaq Peer Group”). This is the peer group used by the Company as reflected on the Company's consolidated financial statements for the year ended December 31, 2025, as included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. |
CEO PAY RATIO
| 46 | | Bridgewater Bancshares, Inc. |
CEO PAY RATIO
| (7) Net Income reflected represents GAAP Net Income as reported on the Company's consolidated financial statements, as included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. |
CEO PAY RATIO
| (8) PPNR is the Company-Selected Measure. For further detail, see the “Compensation Discussion and Analysis” section in this proxy statement. PPNR is a non-GAAP financial measure. As set forth in the Company’s consolidated financial statements for the year ended December 31, 2025, as filed with the SEC, PPNR is defined as net interest income plus total noninterest income (excluding all gains and losses on sales of assets or extinguishments or prepayments of liabilities) minus total non-interest expense. |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The graphs below present the relationship during 2025, 2024, 2023, 2022 and 2021 between CAP to our CEO and our other NEOs (on an average basis) and the following measures:
Pay Versus Performance: Graphical Description
| ● | the Company’s cumulative total shareholder return (“TSR”) and the Nasdaq Peer Group’s cumulative TSR; |
Pay Versus Performance: Graphical Description
| ● | the Company’s Net Income; and |
Pay Versus Performance: Graphical Description
| ● | the Company’s PPNR (which is the Company-Selected Measure). |
Pay Versus Performance: Graphical Description
| 2026 Proxy Statement | | 47 |