Bridgewater Bancshares Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven nominees to serve as directors until the next annual meeting.

2. 2

   Non-Binding, Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve executive compensation disclosed in the proxy.

   More detail

   The non-binding advisory say-on-pay proposal requests shareholder approval of the Company’s 2025 named executive officer compensation as disclosed in the proxy. Management seeks shareholder endorsement to validate its pay-for-performance program, which combines base salary, annual incentives based on PPNR and individual goals, and long-term equity awards to align executives with shareholders. The Compensation Committee, supported by an independent consultant, retains discretion over compensation decisions and will consider vote outcomes when setting future pay. Because the vote is advisory, it does not bind the Board but provides a signal to management and investors; the Board recommends FOR and will continue to engage with shareholders. Company-specific context includes prior strong support (93.60% for say-on-pay in 2025) and detailed disclosure on STI metrics, peer benchmarking, and regulatory considerations for bank compensation. The Company’s pay practices include clawback policy, minimum vesting, and safeguards against excessive risk-taking; the proposal is routine for public companies but still material for governance and investor relations.

3. 3

   Approval of the Bridgewater Bancshares, Inc. 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve a new equity incentive plan reserving 1,500,000 shares to attract and retain employees, directors, and service providers with customary governance safeguards.

   More detail

   The 2026 Equity Incentive Plan authorizes 1,500,000 shares for grants to employees, directors and service providers to support retention and alignment with shareholders. Management seeks shareholder approval to replenish equity capacity, comply with Nasdaq and tax rules for ISOs, and preserve flexible award forms (options, RSUs, SARs, cash incentives). The plan includes governance-oriented features: Committee administration, one-year minimum vesting for service-only awards, no evergreen feature, conservative share reuse rules, dividend equivalents payable only on vesting, double-trigger change-in-control vesting, forfeiture on restrictive covenant breaches, and limits on annual director awards ($400,000). Board rationale emphasizes appropriate burn rate, reasonable overhang (~13.6% post-approval), and historical usage; management expects the share pool to be sufficient for several years. If not approved, the company will continue to operate under existing plans but may need to increase cash compensation. The Board recommends FOR, arguing the plan balances competitive needs with shareholder protections and conservative design choices.

4. 4

   Ratification of the Appointment of RSM US LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify RSM US LLP as the company's independent registered public accounting firm for 2026.

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When is the Bridgewater Bancshares Inc 2026 annual meeting?

Bridgewater Bancshares Inc (BWB) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Bridgewater Bancshares Inc 2026 meeting?

The record date for the Bridgewater Bancshares Inc 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bridgewater Bancshares Inc's 2026 meeting?

The board is presenting 11 director nominees at the Bridgewater Bancshares Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bridgewater Bancshares Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Bridgewater Bancshares Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.