Bridgewater Bancshares (BWB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 28, 2026, to be held virtually, with shareholders able to vote online or by proxy.

• 2025 saw strong core deposit growth, net interest margin expansion, improved profitability, and tangible book value growth.

• The company gained market share, expanded in affordable housing, and completed a major systems conversion.

• Board and leadership own about 20% of shares, aligning interests with shareholders.

• Active shareholder engagement, with feedback incorporated into governance practices.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms, following full declassification of the board.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2026 Equity Incentive Plan.

• Ratification of RSM US LLP as independent auditor for 2026.

• Shareholder proposals must follow advance notice and SEC Rule 14a-8 procedures.

Board of directors and corporate governance

• Board consists of 11 directors, 73% independent, with a mix of tenures and diverse backgrounds.

• Committees: Audit, Compensation, Nominating and ESG, all composed of independent directors.

• Lead independent director role established; regular executive sessions held.

• Annual board self-evaluations and skills matrix review.

• Stock ownership guidelines for non-employee directors; all have met requirements.