DEF 14A of Bridgewater Bancshares Inc
Filed Mar 11, 2024 · FY20230001558370-24-002875
Who bears the cost of soliciting proxies?
Who bears the cost of soliciting proxies? We will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of the Company or its subsidiaries may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders. How can multiple shareholders sharing the same address request to receive only one set of proxy materials or one Notice and other investor communications? You may elect to receive future proxy materials, including the Notice, as well as other investor communications, in a single package per address. This practice, known as “householding,” is designed to reduce our paper use and printing and postage costs. To make the election, please indicate on your proxy card under “Householding Election” your consent to receive such communications in a single package per address. Once we receive your consent, we will send a single package per household until you revoke your consent or request separate copies of the Notice or our proxy materials by contacting the Company’s Secretary at 4450 Excelsior Blvd., Suite 100, St. Louis Park, Minnesota 55416 or (952) 893-6868. We will start sending you an individual Notice or copies of our proxy materials and other investor communications following receipt of your revocation.
Who bears the cost of soliciting proxies?
| 6 | | Bridgewater Bancshares, Inc. |
Who bears the cost of soliciting proxies?
| PROPOSAL 1 | ELECTION OF DIRECTORS | | | | ✓ | The Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director. |
Who bears the cost of soliciting proxies?
At the Company’s 2023 annual meeting, the shareholders approved a proposal to declassify the Board. Starting this year, at the annual meeting, all directors standing for election will be elected for a term of one year rather than a term of three years. At the 2024 annual meeting, our shareholders will be entitled to elect four directors for a term expiring at the 2025 annual meeting of shareholders. All of our directors will hold office until the annual meeting of shareholders in the year their term expires (as indicated below), and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification. There are no arrangements or understandings with any of the nominees pursuant to which they have been selected as nominees or directors. As described further below, each of the four nominees for election as directors is an incumbent director. Each of the nominees has consented to serving as a nominee and serving on the Board, if elected, but if any of the nominees becomes unavailable for election, the holders of the proxies reserve the right to vote for another nominee when voting at the meeting. With respect to the election of directors, the four nominees receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company to serve until the Company’s 2025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification. In an uncontested election, all director-nominees will be elected if they receive at least one vote. As a result, abstentions and broker non-votes, if any, will not affect the outcome of the election. Shareholders of the Company have no cumulative voting rights with respect to the election of directors. Set forth below is information concerning the nominees for election and for the other directors whose terms of office will continue after the meeting.
Who bears the cost of soliciting proxies?
| NOMINEES | | | | | (Term Expiring 2025) | | | | | Name | Age | Position with the Company | Director Since | | Jerry Baack | 57 | Chairman, Chief Executive Officer and President | 2005 | | Lisa Brezonik | 54 | Director | 2019 | | Mohammed Lawal | 57 | Director | 2020 | | Jeffrey Shellberg | 62 | Director, Secretary, Executive Vice President and Chief Credit Officer | 2005 | | CONTINUING DIRECTORS | | | | | Class I (Term Expiring 2025) | | | | | Name | Age | Position with the Company | Director Since | | James Johnson | 61 | Director | 2005 | | Douglas Parish | 57 | Director | 2018 | | David Volk | 47 | Director | 2017 | | Class II (Term Expiring 2026) | | | | | Name | Age | Position with the Company | Director Since | | David Juran | 56 | Director | 2010 | | Thomas Trutna | 58 | Director | 2005 | | Todd Urness | 67 | Director | 2005 |
Who bears the cost of soliciting proxies?
| 2024 Proxy Statement | | 7 |
Who bears the cost of soliciting proxies?
The business experience of each nominee and continuing director, as well as their qualifications to serve on the Board, is set forth below. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years. Other than as described below, no nominee, continuing director or executive officer has any family relationship, as defined in Item 401 of Regulation S-K promulgated under the Securities Act of 1933, as amended (“Regulation S-K”), with any other director or with any of our executive officers.
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, charter and regulatory approval. He currently serves as Chairman of the Board, Chief Executive Officer and President of the Company and the Bank, positions he has held since the Company was founded in 2005. Prior to establishing the Bank in 2005, Mr. Baack held positions at Commerce Bank, First State Bank of Excelsior and Hampton Bank, all located in the State of Minnesota. He began his career as a bank examiner with the Federal Deposit Insurance Corporation (“FDIC”) in 1990, where he worked for seven years. He has over 30 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. Additionally, Mr. Baack was awarded Banker of the Year by NorthWestern Financial Review (nka BankBeat) in 2017 and was a nominee for the 2017 Entrepreneur of the Year award by Ernst & Young. 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: 57 Director Since: 2005 | | | Committees: N/A | | | | Qualifications: Our Board believes that Mr. Baack should serve as a director based on his management and leadership experience as the Company’s Chief Executive Officer 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
| 8 | | Bridgewater Bancshares, Inc. |
Director Nominees
| Lisa Brezonik | | | | Background: Ms. Brezonik, a director of the Company and the Bank since 2019, serves as Chairperson of the Company’s Nominating and ESG Committee. She was recently appointed the interim Chief Executive Officer of Pivot Strategies LLC, a strategic employee communications firm, and was formerly Chief Executive Officer of Salo, a Korn Ferry company, an international talent firm. As an accomplished leader with over 25 years of experience, Ms. Brezonik brings expertise in operations, talent acquisition, human resources, mergers and acquisitions and leadership development to the Company. She joined Salo in 2015 as Chief Talent Officer, became Chief Operating Officer in 2017 and was President and CEO from 2018 to 2023. Before joining Salo, Ms. Brezonik spent eight years as the owner and entrepreneur behind Brezonik Consulting, a Twin Cities executive coaching and organizational consulting firm. Prior to that, she held various leadership roles at 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. | | Age: 54 Director Since: 2019 | | | Committees: Nominating and ESG (Chair) | | | | Qualifications: Our Board believes that Ms. Brezonik should 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 with diversity and inclusion. |
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 30 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 and schools 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. 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 a board member for the Friends of Hennepin County Library, a non-profit organization. | | Age: 57 Director Since: 2020 | | | Committees: Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Lawal should serve as a director based on his entrepreneurial experience of developing, executing, implementing, and growing 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
| 2024 Proxy Statement | | 9 |
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. Mr. Shellberg has worked in the regulatory and commercial banking industry for over 35 years. Mr. Shellberg is the Secretary, Executive Vice President and Chief Credit Officer of the Company, positions he has held since 2013 and is responsible for all aspects of the Bank’s credit policies. Prior to 2013, Mr. Shellberg oversaw the lending division in addition to his responsibilities as Chief Credit Officer. He currently chairs the loan and credit committees and plays an integral role in credit actions on the Bank’s largest lending relationships. 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 Bank, 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. He currently serves as a board member for PCs for People, a non-profit organization. | | Age: 62 Director Since: 2005 | | | Committees: N/A | | | | Qualifications: Our Board believes that Mr. Shellberg should serve as a director based on his extensive experience in community banking, bank regulation, and as the Company’ s founder and Chief Credit Officer. |
Continuing Directors
Continuing Directors
Continuing Directors
| 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 other 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 and has experience serving as a director on the boards of other organizations, including Gillette Children’s Specialty Healthcare, the Minnesota Recruiting and Staffing Association, the Minneapolis Regional Chamber of Commerce, and the Bloomington Chamber of Commerce. | | Age: 61 Director Since: 2005 | | | Committees: Audit and Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Johnson should 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. |
Continuing Directors
| 10 | | Bridgewater Bancshares, Inc. |
Continuing Directors
| Douglas Parish | | | | Background: Mr. Parish, a director of the Company and the Bank since 2018, serves as the Chairperson of the Company’s Audit Committee. 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 30 years of diverse experience across a number of 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 has served on the boards of several youth-facing organizations in the Twin Cities including the Children’s Theatre Company, Greater Twin Cities Youth Symphonies and Northern Star Scouting. | | Age: 57 Director Since: 2018 | | | Committees: Audit (Chair) | | | | Qualifications: Our Board believes that Mr. Parish should serve as a director based on his financial expertise across a number of 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. |
Continuing Directors
| 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 on 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 several banking institutions, including Southern California Bancorp, Bank of Idaho Holding Company and Spend Life Wisely Company. | | Age: 47 Director Since: 2017 | | | Committees: Compensation and Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Volk should 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. |
Continuing Directors
| 2024 Proxy Statement | | 11 |
Continuing Directors
| David Juran | | | | Background: Mr. Juran, a director of the Company and the Bank since 2010, serves as the Chairperson of the Compensation Committee and 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 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 over 13 years. His particular 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, Summit Academy and Minnesota Attainable Housing. | | Age: 56 Director Since: 2010 | | | Committees: Compensation (Chair) | | | | Qualifications: Our Board believes that Mr. Juran should 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. |
Continuing Directors
| Thomas Trutna | | | | Background: Mr. Trutna has served as a director of the Company and the Bank since 2005. He is the President 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 other 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: 58 Director Since: 2005 | | | Committees: Audit and Nominating and ESG | | | | Qualifications: Our Board believes that Mr. Trutna should serve as a director based on his experience leading an organization and his ties to other local business leaders in our market areas. |
Continuing Directors
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Continuing Directors
| 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., a law firm located in Minneapolis, Minnesota. Mr. Urness has practiced with Winthrop & Weinstine since 1985 and has been a shareholder with 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: 67 Director Since: 2005 | | | Committees: Compensation | | | | Qualifications: Our Board believes that Mr. Urness should serve as a director based on his expertise and experience with multifamily housing and commercial real estate, including extensive legal and practical experience in identifying, strategizing, and executing on opportunities. |
Continuing Directors
Other than Mr. Baack and Mr. Shellberg, who also serve as directors, the business and banking background and experience of each of our executive officers for at least the past five years is set forth below. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or any of our current directors. There are no arrangements or understandings between any of the officers and any other person pursuant to which he or she was selected as an officer.
Continuing Directors
| Mary Jayne Crocker | | | | Background: Ms. Crocker has been with the Company since its founding in 2005 and has served as Executive Vice President and Chief Operating Officer of the Company since 2014, where she is responsible for directing the implementation of all strategic initiatives. Prior to her role as Chief Operating Officer, she was the Senior Vice President of Communications, where she was instrumental in building awareness of the Bank’s brand, creating the branch network, introducing banking solutions and helping develop a strong positive culture. Ms. Crocker has over 25 years of experience in the financial services industry and was recognized as one of the Top Women in Finance in the Twin Cities by Finance & Commerce in 2013 and 2020. Furthermore, she was honored as one of the Top Women in Business in 2017 by the Minneapolis/St. Paul Business Journal and is a founding member of the Women’s Leadership Council of the Minneapolis/St. Paul Business Journal. She currently serves on the board of the Eden Prairie Community Foundation. Ms. Crocker received her B.C. from McMaster University in Ontario and is an alumna of The Institute of Certified Bankers. | | Age: 62 | | | Position: Executive Vice President and Chief Operating Officer | |
Continuing Directors
| 2024 Proxy Statement | | 13 |
Continuing Directors
| Joseph Chybowski | | | | Background: Mr. Chybowski joined the Company in 2013 as Controller and has served in his current role as Chief Financial Officer since 2017. Mr. Chybowski directs and manages all financial-related activities, including, the Company’s accounting, regulatory reporting, liquidity management, investment strategies, insurance and capital development. Additionally, he chairs the Bank’s Asset Liability Management committee and the Investment committee. Prior to joining the Bank, Mr. Chybowski worked for Performance Trust Capital Partners in Chicago from 2009 to 2013 advising financial institutions on investment portfolio strategy and asset/liability management. In 2022, Mr. Chybowski was recognized as one of the Notable Chief Financial Officers by Twin Cities Business for his ability to effect change and initiate outstanding growth for the Bank. Mr. Chybowski received his B.S. from North Park University in Chicago and is an alumnus of the Graduate School of Banking at Colorado, Boulder. | | Age: 37 | | | Position: Chief Financial Officer | |
Continuing Directors
| Nick Place | | | | Background: Mr. Place has been with the Company since 2007, serving in various capacities and has served as Chief Lending Officer since 2015. Prior to his current position, Mr. Place was the Vice President of Commercial Lending and was responsible for the origination of commercial loans. As Chief Lending Officer, Mr. Place oversees a talented team of lenders as well as an active portfolio of loans. He is actively engaged in loan originations, primarily focusing on real estate lending in the Twin Cities. Mr. Place has been instrumental in strategically developing specialty loan products in response to market demands. He currently serves on the boards of Rethos Places Reimagined and Minnesota Housing Partnership and is often a guest speaker on numerous commercial real estate panels throughout the Twin Cities. Prior to joining the Bank, he was employed at Ameriprise Financial. He started his career in banking at Wells Fargo. Mr. Place received his B.A. and B.S. from the University of St. Thomas and is an alumnus of the Graduate School of Banking at Colorado, Boulder. | | Age: 39 | | | Position: Chief Lending Officer | |
Continuing Directors
| Mark Hokanson | | | | Background: Mr. Hokanson joined the Company in 2019 as Chief Technology Officer. In his position, he is responsible for driving the Bank’s technology strategy by developing innovative, resilient, and secure solutions that generate efficiencies across the organization. By leading a dynamic team of IT professionals, Mr. Hokanson ensures the Bank’s technology roadmap is aligned with the Company’s goals and growth objectives. Mr. Hokanson has over 15 years of experience in the financial and technology industries. Prior to joining the Company, he was with Bremer Bank where he worked for 3 years as Vice President, Information Technology and prior to that served as Senior Director, Information Technology at Fair Isaac Corporation (FICO). Mr. Hokanson holds a bachelor’s degree in Management Information Systems from Augsburg University and an MBA from the University of Minnesota Carlson School of Management. | | Age: 49 | | | Position: Chief Technology Officer | |
Continuing Directors
| 14 | | Bridgewater Bancshares, Inc. |
Continuing Directors
| Lisa Salazar | | | | Background: Ms. Salazar has been with the Company since 2018, serving as Chief Deposit Officer since September 2019. Prior to her current position, Ms. Salazar was the Senior Vice President of Deposit Services and Emerging Products. She is responsible for driving accountability and results through initiatives that deliver revenue growth, market share, new business opportunities and market penetration, including oversight of all deposit operational systems and processes. In addition to leading a talented team of deposit services professionals, she is responsible for driving the strategic direction of the Bank’s product offerings by maintaining awareness of industry trends to enhance the overall client experience. Ms. Salazar has over 30 years of experience in the financial services industry, focused primarily on all aspects of deposit and fee income generation for commercial banking. She was recognized as a Notable Leader in Banking & Finance in 2023 by Twin Cities Business and as one of the Top Women in Finance in the Twin Cities by Finance & Commerce in 2021 and currently serves on the board of UMACHA. Prior to joining the Bank, Ms. Salazar was with TCF National Bank where she worked for 23 years, most recently working as National Sales Manager of Treasury. She received her B.A. from Minnesota State University Moorhead. | | Age: 51 | | | Position: Chief Deposit Officer | |
Continuing Directors
| 2024 Proxy Statement | | 15 |
Continuing Directors
We currently have ten directors serving on our Board, a majority of whom we have determined to be “independent,” as that term is defined by the rules of The Nasdaq Stock Market LLC (“Nasdaq”). Our Board has evaluated the independence of its members based upon the rules of Nasdaq and the SEC. Applying these standards, and based on information provided by each director concerning his or her background, employment and affiliations, our Board has affirmatively determined that, with the exceptions of Mr. Baack and Mr. Shellberg, each of our current directors is an independent director, as defined under the applicable rules. The Board determined that Mr. Baack and Mr. Shellberg do not qualify as independent directors because they are executive officers of the Company and the Bank. Generally, the Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of the Company, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board, with additional special meetings held from time to time. Our directors also discuss business and other matters with Mr. Baack, other key executives and our principal external advisers (legal counsel, auditors and other consultants) at times other than regularly scheduled meetings when appropriate. Our Board has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, Compensation Committee, and Nominating and ESG Committee. Our Board also may establish such other committees as it deems appropriate, in accordance with applicable laws and regulations and our Third Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and Second Amended and Restated Bylaws (the “Bylaws”). The current charters of the Audit Committee, Compensation Committee, and Nominating and ESG Committee are available on the Company’s website at investors.bridgewaterbankmn.com under the “Investor Relations – Governance Documents” heading. The Board held 14 regularly scheduled and special meetings during 2023. In 2024, the full Board intends to meet at least 10 times with special meetings held from time to time when necessary and through committee membership, which is discussed below. During 2023, all directors attended at least 75 percent of the aggregate of the total number of meetings of the Board and the total number of meetings held by the committees on which they served. Although we do not have a formal policy regarding director attendance at the annual meeting, we encourage and expect all of our directors to attend. Last year, nine directors attended the virtual annual shareholder meeting and one director was unable to attend.
Continuing Directors
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Director Compensation
Director Compensation The following table sets forth information regarding 2023 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 | $— | $80,130 | $— | $80,130 | | James Johnson | — | 80,130 | — | 80,130 | | David Juran | — | 80,130 | — | 80,130 | | Mohammed Lawal | — | 80,130 | — | 80,130 | | Douglas Parish(2) | 60,000 | 40,058 | — | 100,058 | | Thomas Trutna | 40,000 | 40,058 | — | 80,058 | | Todd Urness | — | 80,130 | — | 80,130 | | David Volk(3) | 80,000 | — | 8,000(4) | 88,000 |
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. |
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) 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 Mr. Volk in his capacity as a member of the Board. |
Director Compensation
| (4) This amount reflects a travel stipend paid to Castle Creek Advisors IV LLC for Mr. Volk to attend Board and committee meetings in- person. |
Director Compensation
In 2023, 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, the retainer for Mr. Volk was paid to Castle Creek Advisors IV 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 executive officers of the Company, do not receive compensation for their service on the Board. Previously, 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 2023.
Our Compensation Philosophy and Governance Practices
Our Compensation Philosophy and Governance Practices We compensate our NEOs through a combination of base salaries, annual bonuses, equity awards, earnings credited under our Deferred Incentive Plan, and other benefits including perquisites, as well as periodic grants of incentive and non-statutory stock options. The goal of our executive compensation program is to generate long term value for our shareholders by attracting, motivating and retaining outstanding executives who have the background, leadership skills and entrepreneurial drive to execute our strategic goals. Our Board believes the executive compensation packages that we provide to our executives, including the NEOs, should include both cash and equity compensation that reward performance as measured against established corporate and individual goals. The purpose and key features of each primary element of our executive compensation program in 2023 are described below.
Our Compensation Philosophy and Governance Practices
Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent members of the Board. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which is available on our investor relations website at investors.bridgewaterbankmn.com. Role of Executive Officers. As requested by the Compensation Committee, some members of management support the Compensation Committee’s review and consideration of executive compensation by providing information for the Compensation Committee’s review. In particular, the CEO provides recommendations with respect to the other NEOs. Such recommendations from the CEO address, among other items, financial results and analysis, performance evaluations, compensation provided to our NEOs (other than the CEO), technical and regulatory considerations and input on program design and possible modifications. The Compensation Committee has final discretion over all compensation decisions regarding the CEO and each of the other NEOs. The Compensation Committee discusses the CEO’s recommendations and accepts or adjusts them based upon its own assessment of Company strategic goals, executive responsibilities, internal pay equity and its independent review of market data. The CEO is not involved in discussions or decisions related to his own compensation. Use of Independent Consultants. Under its charter, the Compensation Committee has the sole authority to select, retain, or replace compensation advisors. The Compensation Committee has historically engaged a compensation consultant to provide independent, objective analyses and professional opinions about executive and director compensation matters. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to attract and retain qualified executives, aids the Compensation Committee in aligning executives’ interests with those of our shareholders and ensures that our executive compensation program appropriately motivates and rewards ongoing achievement of strategic goals. In 2021, the Compensation Committee retained an independent compensation consultant, Pearl Meyer, LLC, to provide a summary of market compensation levels to executive officers, key findings, and preliminary recommendations with respect to the compensation of our executive officers as compared to those of our peers. In 2022, the Compensation Committee retained Pearl Meyer to assist in the development of the 2023 short term Incentive Plan, discussed below. The Compensation Committee considered the analysis provided by Pearl Meyer and other factors, including individual NEO experience and performance in the development and issuance of annual cash bonuses under the 2023 short term incentive plan and to approve and recommend that the Board issue restricted stock unit awards to the Company’s NEOs effective February 2, 2022. The Compensation Committee also considered the analysis provided by Pearl Meyer, among other factors, in establishing base salaries in employment agreements for our NEOs that became effective as of January 1, 2022, discussed in more detail below. Say-on-Pay Vote on Executive Compensation. In prior years, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and were not required to hold a say-on-pay on the compensation of our NEOs. Starting at the 2024 annual meeting of shareholders, we will be conducting our first Say-on-Pay vote as described in Proposal No. 2 of this proxy statement. Because we value the opinions of our shareholders, our Board and Compensation Committee will consider the outcome of the say-on-pay vote, and the related Say-on-Frequency vote described in Proposal No. 3 of this proxy statement, as well as feedback received throughout the year, when making compensation decisions for our NEOs in the future.
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 | | Peer group benchmarking | No “single trigger” severance upon a change in control | | Utilize balanced mix of cash and equity compensation and annual and long-term incentives | No guaranteed annual bonus for NEOs | | Conduct ongoing shareholder outreach and communications | No incentives that encourage improper risk taking | | Set meaningful performance goals that align management with shareholder interests | |
2023 Peer Group
2023 Peer Group The Compensation Committee, in consultation with Pearl Meyer, annually reviews and defines a peer group used in determining executive compensation. The 2023 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 2023 Peer Group included the following 16 banks:
2023 Peer Group
| ● Alerus Financial Corporation | ● Midland States Bancorp, Inc. | | ● Bank First Corporation | ● MVB Financial Corp. | | ● CapStar Financial Holdings, Inc. | ● Nicolet Bankshares, Inc. | | ● First Business Financial Services, Inc. | ● Old Second Bancorp, Inc. | | ● First Foundation Inc. | ● Parke Bancorp, Inc. | | ● Great Southern Bancorp, Inc. | ● Preferred Bank | | ● Lakeland Financial Corporation | ● Southern First Bancshares, Inc. | | ● Mercantile Bank Corporation | ● West Bancorporation, Inc. |
Short Term Incentive Plan
Short Term Incentive Plan The Company’s short term incentive plan (“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 the 2023 Form 10-K 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 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. Our 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 based on a subjective evaluation by the Compensation Committee on the achievement by each NEO and the Company of the approved performance goals. For 2023, 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 non-CEO NEO. The annual cash bonus for each NEO was determined in equal part based on the Company’s PPNR metric and individual performance goals.
Short Term Incentive Plan
| 36 | | Bridgewater Bancshares, Inc. |
Short Term Incentive Plan
For 2023, 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 | $80,188 | 150% | | Target Performance | 72,898 | 100% | | Threshold Performance | 65,609 | 50% | | < Threshold Performance | < 65,609 | —% |
Short Term Incentive Plan
In 2023, the Company did not achieve the threshold PPNR performance level, and the NEOs did not earn any amount of their target bonuses subject to the PPNR metric. For 2023, the Compensation Committee determined subjective payout levels between 90% and 105% of target payouts for each NEO. The 2023 STI bonus for each NEO is set forth below:
Short Term Incentive Plan
| | Target | | | Individual | | Total | | Named Executive | Opportunity | Target | PPNR | Performance | Total | STI Paid | | Officer | (as % of base salary) | Opportunity ($) | Payout | Payout | STI Paid | (as % of base salary) | | Jerry Baack | 75% | $487,500 | — | $219,000 | $219,000 | 34% | | Jeffrey Shellberg | 60% | 219,000 | — | 104,000 | 104,000 | 28% | | Mary Jayne Crocker | 60% | 234,000 | — | 123,000 | 123,000 | 32% | | Joseph Chybowski | 60% | 225,000 | — | 118,000 | 118,000 | 31% | | Nick Place | 60% | 210,000 | — | 100,000 | 100,000 | 29% |
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 2023 Equity Incentive Plan (the “2023 Equity Plan”) or the 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. Previously, the Board has also granted stock options from the Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan (the “2012 Stock Option Plan”) described in more detail below. 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 nonpublic information into account when determining the timing and terms of equity awards. In 2023, 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 2023.
Equity Plans
Equity Plans Equity awards 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. Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan. The 2023 Equity Plan was adopted by our Board on February 28, 2023 and became effective upon approval by our shareholders on April 25, 2023. The 2023 Equity Plan is
Equity Plans
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 the 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, 2023, there were 1,107,752 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 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. Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan. The 2019 Equity Plan was adopted by our Board on January 22, 2019 and became effective upon approval 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, 2023, there were no unissued 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 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. Bridgewater Bancshares, Inc. 2017 Combined Incentive and Non-Statutory 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 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, 2023, there were 5,000 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.
Equity Plans
Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan. The Company adopted the Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan, or the 2012 Stock Option Plan, effective March 27, 2012, subject to shareholder approval. Our shareholders approved the plan 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 plan. Any shares subject to options that are cancelled or expire prior to exercise become available for reissuance under the plan; however, no new grants can be made from the plan after March 27, 2022. Options that were granted under this plan will 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 plan provides for acceleration of vesting and exercise privileges of outstanding options upon the occurrence of a change in control transaction.
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, 2023, 2022 and 2021.
Summary Compensation Table
| | | | | | | | Change in Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Nonqualified Deferred | | | | Name and | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Principal Position | Year | Salary | Bonus | Awards(1) | Awards(2) | Compensation | Earnings(4) | Compensation(5) | Total | | Jerry Baack | 2023 | $650,000 | $— | $351,679(1) | $— | $219,000 | $— | $45,667 | $1,266,346 | | Chairman of the Board, | 2022 | 650,000 | 526,500 | — | 528,339 | — | 31,058 | 43,944 | 1,779,841 | | Chief Executive Officer | 2021 | 575,000 | 529,234 | 317,976(3) | — | — | 64,056 | 38,118 | 1,524,384 | | and President | | | | | | | | | | | Jeffrey Shellberg | 2023 | 365,000 | — | 168,325(1) | — | 104,000 | — | 38,590 | 675,915 | | Executive Vice President | 2022 | 365,000 | 251,880 | — | 105,668 | — | 15,098 | 37,594 | 775,240 | | Chief Credit Officer | 2021 | 350,000 | 241,500 | 164,908(3) | — | — | 32,185 | 33,586 | 822,179 | | Mary Jayne Crocker | 2023 | 390,000 | — | 195,374(1) | — | 123,000 | — | 43,334 | 751,708 | | Executive Vice President | 2022 | 390,000 | 292,500 | — | 105,668 | — | 16,176 | 37,981 | 842,325 | | Chief Operating | 2021 | 375,000 | 281,250 | 191,997(3) | — | — | 33,318 | 33,607 | 915,172 | | Officer | | | | | | | | | | | Joseph Chybowski(6) | 2023 | 375,000 | 1,000(7) | 188,358(1) | — | 118,000 | — | 39,336 | 721,695 | | Chief Financial Officer | 2022 | 375,000 | 281,280 | — | 264,169 | — | 14,019 | 38,601 | 973,070 | | | 2021 | | | | | | | | | | Nick Place(8) | 2023 | 350,000 | — | 161,310(1) | — | 100,000 | — | 38,425 | 649,735 | | Chief Lending Officer | 2022 | 350,000 | 243,000(9) | — | 264,169 | — | 12,941 | 37,562 | 907,672 | | | 2021 | | | | | | | | |
Summary Compensation Table
| (1) Amounts reflect the aggregate grant date fair value of stock unit awards granted for 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. |
Summary Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of option awards granted for the year ended December 31, 2022 in accordance with FASB ASC Topic 718 based on a share price of $17.50 as of the date of the grant which was February 1, 2022. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 17 to our consolidated financial statements as of December 31, 2022. The option awards are subject to a four-year ratable vesting schedule. |
Summary Compensation Table
| (3) Amounts reflect the aggregate grant date fair value of stock unit awards granted for the year ended December 31, 2021 in accordance with FASB ASC Topic 718 based on a share price of $17.41 as of the date of the grant which was December 6, 2021. The stock unit awards are subject to a four-year ratable vesting schedule. |
Summary Compensation Table
| (4) Amounts reflect above-market earnings on accounts under the Deferred Incentive Plan which are credited with interest annually at a rate equal to the return on average equity of the Bank for the immediately preceding calendar year. |
Summary Compensation Table
| (5) “All Other Compensation” for the NEOs during the 2023 fiscal year is summarized below. |
Summary Compensation Table
| (6) As permitted by SEC rules, because the 2022 fiscal year was Mr. Chybowski’s first year as an NEO, the compensation paid to him prior to 2022 is not included in this table. |
Summary Compensation Table
| (7) In 2023, Mr. Chybowski received a bonus for achievement of ten years of service at the Company. |
Summary Compensation Table
| (8) As permitted by SEC rules, because the 2022 fiscal year was Mr. Place’s first year as an NEO, the compensation paid to him prior to 2022 is not included in this table. |
Summary Compensation Table
| (9) Includes a bonus received by Mr. Place, in the amount of $1,500, for achievement of fifteen years of service at the Company. |
Summary Compensation Table
| 42 | | Bridgewater Bancshares, Inc. |
Summary Compensation Table
| | | | Company | | | | | | 401 (k) Plan | Total “All Other | | Name | Year | Perquisites(i) | Contribution(ii) | Compensation” | | Jerry Baack | 2023 | $22,567 | $23,100 | $45,667 | | Jeffrey Shellberg | 2023 | 15,490 | 23,100 | 38,590 | | Mary Jayne Crocker | 2023 | 20,234 | 23,100 | 43,334 | | Joseph Chybowski | 2023 | 16,236 | 23,100 | 39,336 | | Nick Place | 2023 | 15,325 | 23,100 | 38,425 |
Summary Compensation Table
| (i) Amounts reflect automobile allowances, health club memberships, the economic value of premiums paid on the BOLI Policies described below, the portion of health and dental insurance premiums paid for by the Company in excess of what is paid for employees generally, and the cost of executive physical exams at the Mayo Clinic in Rochester, Minnesota. |
Summary Compensation Table
| (ii) Amounts reflect Company matching and profit sharing contributions under the 401(k) Plan. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows the information concerning grants of plan-based awards made to our NEOs during 2023. All equity awards were made under our 2019 Equity Plan.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under | | | All Other Stock | | | | | | Non-Equity Incentive Plan Awards (1) | | | Awards: | | | | | | | | | Number of | Grant Date Fair | | | | | Threshold | Target | Maximum | Shares of Stock | Value of Stock | | Name | Type of Award | Grant Date | ($) | ($) | ($) | or Units (#)(2) | Awards ($)(3) | | Jerry Baack | Annual Cash Incentive | | $365,625 | $487,500 | $609,375 | | | | | RSUs | February 2, 2023 | | | | 22,558 | $351,679 | | Jeffrey Shellberg | Annual Cash Incentive | | 164,250 | 219,000 | 273,750 | | | | | RSUs | February 2, 2023 | | | | 10,797 | 168,325 | | Mary Jayne Crocker | Annual Cash Incentive | | 175,500 | 234,000 | 292,500 | | | | | RSUs | February 2, 2023 | | | | 12,532 | 195,374 | | Joseph Chybowski | Annual Cash Incentive | | 168,750 | 225,000 | 281,250 | | | | | RSUs | February 2, 2023 | | | | 12,082 | 188,358 | | Nick Place | Annual Cash Incentive | | 157,500 | 210,000 | 262,500 | | | | | RSUs | February 2, 2023 | | | | 10,347 | 161,310 |
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 2023 performance is included in the Summary Compensation 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 $15.59 as of the date of the grant which was February 2, 2023. The stock unit awards are subject to a four-year ratable vesting schedule. |
Grants of Plan-Based Awards
| 2024 Proxy Statement | | 43 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows the number of equity awards outstanding as of December 31, 2023 for each of our NEOs.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | Number of | Market Value of | | | Number of Securities Underlying | | Option | | Shares or Units of | Shares or Units of | | | Unexercised Options | | Exercise | | Stock That Have | Stock That Have | | | Exercisable | Unexercisable | Price | | Not Vested (3) | Not Vested (4) | | Name | (#) | (#) | ($) | Option Expiration Date | (#) | ($) | | Jerry Baack | 150,000(1) | —(1) | 7.47 | September 30, 2027 | | | | | 65,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | 25,000(2) | 75,000(2) | 17.50 | February 1, 2032 | | | | | | | | | 38,224 | $516,788 | | Jeffrey Shellberg | 150,000(1) | —(1) | 7.47 | September 30, 2027 | | | | | 25,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | 5,000(2) | 15,000(2) | 17.50 | February 1, 2032 | | | | | | | | | 18,715 | 253,027 | | Mary Jayne Crocker | 150,000(1) | —(1) | 7.47 | September 30, 2027 | | | | | 27,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | 5,000(2) | 15,000(2) | 17.50 | February 1, 2032 | | | | | | | | | 21,455 | 290,072 | | Joseph Chybowski | 147,500(1) | —(1) | 7.47 | September 30, 2027 | | | | | 23,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | 12,500(2) | 37,500(2) | 17.50 | February 1, 2032 | | | | | | | | | 19,817 | 267,926 | | Nick Place | 10,000(1) | —(1) | 3.58 | December 31, 2024 | | | | | 150,000(1) | —(1) | 7.47 | September 30, 2027 | | | | | 21,000(2) | —(2) | 12.92 | December 6, 2029 | | | | | 12,500(2) | 37,500(2) | 17.50 | February 1, 2032 | | | | | | | | | 17,132 | 231,625 |
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 $13.52 as of December 29, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| 44 | | Bridgewater Bancshares, Inc. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information concerning the exercise of options and vesting of stock awards with respect to each NEO in 2023.
Option Exercises and Stock Vested
| | Option Awards | | Restricted Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise | Acquired on Vesting | On Vesting | | Name | (#) | ($)(1) | (#)(2) | ($)(3) | | Jerry Baack | 35,000 | $355,600 | 15,900 | $175,553 | | Jeffrey Shellberg | 50,000 | 344,750 | 7,884 | 87,042 | | Mary Jayne Crocker | — | — | 8,666 | 95,667 | | Joseph Chybowski | 2,500 | 14,225 | 7,512 | 82,928 | | Nick Place | 10,000 | 60,200 | 6,756 | 74,589 |
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 December 6, 2023 and restricted stock units that vested on December 6, 2023 and December 7, 2023. |
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. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth information concerning the benefits under the Company’s Deferred Compensation Plan as of December 31, 2023.
Nonqualified Deferred Compensation
| | Executive | Company | Aggregate | Aggregate Withdrawals/ | | | | Contributions | Contributions | Earnings | Distributions | Aggregate Balance at | | Name | in 2023 | in 2023 | in 2023 | in 2023(1) | December 31, 2023 | | Jerry Baack | — | — | — | $401,991 | — | | Jeffrey Shellberg | — | — | — | 195,413 | — | | Mary Jayne Crocker | — | — | — | 209,370 | — | | Joseph Chybowski | — | — | — | 181,454 | — | | Nick Place | — | — | — | 167,496 | — |
Nonqualified Deferred Compensation
| (1) The amounts reflected in this column reflect withdrawals and distributions relating to each NEO’s contributions under the Company’s Deferred Compensation Plan in 2018 and earnings on such contributions. |
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, 2023. 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 $13.52 based on the market value of our common stock on December 29, 2023 and assumed any options were exercised as of December 29, 2023.
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 | 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) | $1,738,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 34,503(4) | 34,503(4) | — | | | Acceleration of Stock Awards | 516,788 | 516,788 | — | 516,788 | — | | | Acceleration of Options | — | 946,500 | — | 946,500 | — | | | Total | $516,788 | $1,463,288 | $684,503 | $3,235,791 | $— | | Joseph Chybowski | Cash Severance | $— | $— | $375,000(2) | $988,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 33,367(4) | 33,367(4) | — | | | Acceleration of Stock Awards | 267,926 | 267,926 | — | 267,926 | — | | | Acceleration of Options | — | 906,175 | — | 906,175 | — | | | Total | $267,926 | $1,174,101 | $408,367 | $2,195,468 | $— | | Mary Jayne Crocker | Cash Severance | — | — | 390,000(2) | 1,026,000(3) | — | | | Continuation of Insurance Benefits | — | — | 28,454(4) | 28,454(4) | — | | | Acceleration of Stock Awards | 290,072 | 290,072 | — | 290,072 | 290,072 | | | Acceleration of Options | — | 923,700 | — | 923,700 | — | | | Total | $290,072 | $1,213,772 | $418,454 | $2,268,226 | $290,072 | | Jeffrey Shellberg | Cash Severance | $— | $— | $365,000(2) | $938,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 27,737(4) | 27,737(4) | — | | | Acceleration of Stock Awards | 253,027 | 253,027 | — | 253,027 | 253,027 | | | Acceleration of Options | — | 922,500 | — | 922,500 | — | | | Total | $253,027 | $1,175,527 | $392,737 | $2,141,264 | $253,027 | | Nick Place | Cash Severance | $— | $— | $350,000(2) | $900,000(3) | $— | | | Continuation of Insurance Benefits | — | — | 36,311(4) | 36,311(4) | — | | | Acceleration of Stock Awards | 231,625 | 231,625 | — | 231,625 | — | | | Acceleration of Options | — | 1,019,500 | — | 1,019,500 | — | | | Total | $231,625 | $1,251,125 | $386,311 | $2,187,436 | $— |
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, 2023 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, 2023 for awards where vesting accelerates upon retirement. |
Potential Payments Upon Termination or Change in Control
| 2024 Proxy Statement | | 47 |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection 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 and President, 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, 2023, 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 256 employees as of December 31, 2023. Compensation was annualized for any individual not employed for the full calendar year of 2023. Annual compensation was ranked from lowest to highest, and the median employee was selected from the list. Mr. Baack had total compensation of $1,266,346 in 2023, as reflected in the Summary Compensation Table included in this proxy statement. The median employee annual total compensation for 2023, using the methodology that was used to calculate Mr. Baack's compensation in the Summary Compensation Table, was $97,000. As a result, the CEO pay ratio is 13.0 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
| 2024 Proxy Statement | | 49 |
CEO PAY RATIO
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection 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 Securities and Exchange Commission 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) | | 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
| | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $1,266,346 | $1,779,841 | $1,524,384 | | Adjustment for Grant Date Values in the Summary Compensation Table | (351,679) | (528,339) | (317,976) | | Year-end Fair Value of Unvested Awards Granted in the Current Year | 304,984 | 661,830 | 323,090 | | Year-over-year Difference of Year-end Fair Values for Unvested Awards Granted in Prior Years | (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 | (253,157) | 6,557 | 260,106 | | Compensation Actually Paid (as calculated) | $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
| 2023 | 2022 | 2021 | | Jeff Shellberg | Jeff Shellberg | Jeff Shellberg | | Mary Jayne Crocker | Mary Jayne Crocker | Mary Jayne Crocker | | Joseph Chybowski | Joseph Chybowski | | | Nick Place | Nick Place | |
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
| | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $699,763 | $874,577 | $868,675 | | Adjustment for Grant Date Values in the Summary Compensation Table | (178,342) | (184,918) | (178,453) | | Year-end Fair Value of Unvested Awards Granted in the Current Year | 154,662 | 231,641 | 181,323 | | Year-over-year Difference of Year-end Fair Values for Unvested Awards Granted in Prior Years | (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 | (104,811) | (15,323) | 197,963 | | Compensation Actually Paid (as calculated) | $456,725 | $910,271 | $1,340,822 |
CEO PAY RATIO
| (5) Amount represents the cumulative three-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
| 50 | | Bridgewater Bancshares, Inc. |
CEO PAY RATIO
| (6) Reflects the cumulative total shareholder return of the Nasdaq Bank Index. This is the peer group used by the Company as reflected on Form 10-K of the Company's consolidated financial statements for the year ended December 31, 2023. |
CEO PAY RATIO
| (7) Net Income reflected represents GAAP Net Income as reported on Form 10-K of the Company's consolidated financial statements. |
CEO PAY RATIO
| (8) Pre-Provision Net Revenue (or “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. See “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” in the accompanying 2023 Form 10-K for further details. |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The graphs below present the relationship during 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 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). |