BRIDGEWATER BANCSHARES INC (BWB)
Sector: Financials
2026 Annual Meeting Analysis
BRIDGEWATER BANCSHARES INC · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured founder and CEO with deep banking expertise; BWB's 3-year price return of +44.3% outperforms the community bank benchmark (QABA +39.4%) by approximately 5 percentage points, well below the 65pp trigger threshold for a strong-positive TSR company, so no TSR underperformance flag applies.
Independent director since 2019 with relevant HR, operations, and M&A expertise; no overboarding, attendance, or TSR concerns.
Appointed in February 2026 following retirement as Chief Strategy Officer; as a director who joined within the past 24 months she is exempt from the TSR trigger, and her 20-year operational background provides genuine institutional knowledge to the board.
Independent director since 2005 with talent management and business network experience; no overboarding, attendance, or TSR concerns given BWB's outperformance of the community bank benchmark.
Lead Independent Director since 2010 with deep commercial real estate and mortgage finance expertise; related-party transactions with the company (property lease, loan participations, development services) are disclosed and approved through proper processes, and the board has determined the terms are arm's-length; no TSR trigger applies.
Independent director since 2020 with architecture and real estate construction expertise relevant to a commercial real estate-focused bank; no overboarding, attendance, or TSR concerns.
Independent Audit Committee chair since 2018 with CPA credentials and 35+ years of accounting, audit, and compliance experience; designated as the audit committee financial expert, meeting SEC requirements.
Co-founder and Deputy Chief Credit Officer classified as non-independent; does not serve on the audit or compensation committee, so no independence-on-committee concern is triggered, and his deep credit expertise provides genuine board value.
Independent director since 2005 with entrepreneurial and business leadership experience; serves on Audit and Nominating committees; no overboarding, attendance, or TSR concerns.
Independent director since 2005 with legal and real estate expertise; related-party transactions (property lease, development services) are disclosed and deemed arm's-length through proper review; no TSR trigger applies given BWB's positive relative performance.
Independent director since 2017 with community banking investment and capital markets expertise through Castle Creek Capital; currently serves on two other public company boards (California BanCorp and Spend Life Wisely Company), which is below the four-board overboarding threshold; no TSR concerns.
All 11 nominees are recommended FOR. BWB's 3-year price return of +44.3% outperforms the QABA community bank ETF benchmark by approximately 5 percentage points, well short of the 65-percentage-point underperformance threshold required to trigger a vote against any director at a company with strong positive absolute returns. Mary Jayne Crocker, newly appointed in February 2026, is exempt from the TSR check as a director within her first 24 months. All directors attended at least 75% of meetings in 2025. No overboarding, independence-on-committee, or family relationship concerns are identified that would warrant an against vote.
Say on Pay
✓ FORCEO
Jerry Baack
Total Comp
$1,349,932
Prior Support
93.60%%
CEO Jerry Baack received total compensation of approximately $1.35 million in 2025, which is reasonable for a CEO at a community bank with roughly $477 million in market cap. The pay program is appropriately structured: base salary ($650,000) represents about 48% of total compensation, with the remainder coming from variable pay including a cash bonus earned at 67% of base salary under a plan tied to objective financial metrics (pre-provision net revenue) and individual goals, plus equity awards that vest over four years. The company delivered strong 2025 results including 42% growth in pre-provision net revenue, margin expansion, and 15% tangible book value per share growth, which supports the incentive pay earned. A formal clawback policy is in place, no hedging is permitted, and the prior-year say-on-pay vote received 93.6% support, indicating broad shareholder alignment with the compensation program.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
3 yrs
Audit Fees
$488,374
Non-Audit Fees
$68,250
RSM has served since 2023 (approximately 3 years), well below the 25-year tenure threshold. Non-audit fees of $68,250 represent about 14% of audit fees of $488,374, comfortably below the 50% threshold that would raise independence concerns. RSM is a large national firm appropriate for a bank of BWB's size. The prior-year ratification vote was 99.91% in favor.
Overall Assessment
The 2026 BWB annual ballot is straightforward with no significant governance concerns. The company has delivered positive shareholder returns that outpace the community bank benchmark, executive pay is reasonably structured and well-supported by shareholders, the auditor is new and independent, and the director slate is largely experienced and qualified with all attendance requirements met.