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 return of 38.3% tracks QABA (37.5%) within the +0.8pp gap, far below the 65pp threshold required to trigger a vote against under policy.
Independent director since 2019 with relevant operational and HR leadership experience; TSR performance comfortably passes the QABA benchmark test and no overboarding or attendance concerns are present.
Appointed in February 2026, she joined within the past 24 months and is therefore exempt from the TSR trigger under policy; brings 20+ years of direct company operational knowledge.
Independent director since 2005 with relevant talent management and business leadership experience; BWB's 3-year TSR closely tracks QABA and the 65pp underperformance threshold is not triggered.
Lead Independent Director since 2010 with strong mortgage banking and real estate finance expertise; TSR performance versus QABA passes the policy screen by a wide margin.
Independent director since 2020 with relevant commercial real estate and construction market expertise; no overboarding, attendance, or TSR concerns apply.
Independent director and Audit Committee Chair since 2018 who is a CPA and designated audit committee financial expert; TSR performance passes the QABA benchmark test and no policy triggers apply.
Co-founder and non-independent director since 2005 with extensive community banking credit risk experience; does not serve on audit or compensation committees, and the TSR benchmark against QABA is well within policy thresholds.
Independent director since 2005 with entrepreneurial and business leadership background relevant to a community bank's client base; no overboarding, attendance, or TSR concerns triggered.
Independent director since 2005 who is both a CPA and a licensed attorney with deep real estate and legal expertise; BWB's 3-year TSR is essentially in line with QABA, and no policy triggers fire.
Independent director since 2017 with specialized community banking investment and capital markets experience; the TSR gap versus QABA at +0.8pp is far below the 65pp threshold needed to trigger a vote against.
All 11 director nominees receive a FOR vote. BWB's 3-year total shareholder return of 38.3% is essentially in line with the QABA community bank benchmark (37.5%), producing a gap of only +0.8 percentage points — far below the 65-point threshold required to trigger votes against directors under policy given the company's strong positive absolute return. New director Mary Jayne Crocker is also exempt from the TSR trigger as she joined within the past 24 months. No overboarding, independence, attendance, familial relationship, or qualifications concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Jerry Baack
Total Comp
$1,349,932
Prior Support
93.60%%
CEO Jerry Baack received total compensation of $1,349,932 in 2025, which is reasonable for the CEO of a ~$470 million market cap community bank. The pay program is appropriately structured with meaningful variable components — the annual cash bonus (which came in at 67% of base salary, below the 75% target) and restricted stock units subject to four-year vesting — so well over half of total pay is performance-linked or at-risk equity. BWB's stock returned 38.3% over three years, essentially matching the QABA community bank benchmark (37.5%), confirming that above-target incentive pay was supported by solid shareholder returns. The company also has a formal clawback policy, no hedging policy violations, and received 93.6% shareholder support at the prior year's say-on-pay vote, indicating broad shareholder satisfaction with the compensation program.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
3 yrs
Audit Fees
$488,374
Non-Audit Fees
$68,250
RSM's non-audit fees of $68,250 represent about 14% of audit fees of $488,374, well below the 50% threshold that would raise independence concerns; RSM has served since 2023 (approximately 3 years), far below the 25-year tenure threshold; and no material restatements are disclosed. RSM is a large national firm appropriate for a company of BWB's size.
Overall Assessment
This is a routine annual meeting ballot with no contested items or shareholder-submitted proposals. All four vote determinations are FOR: the full 11-person director slate passes because BWB's 3-year total return closely tracks the QABA community bank benchmark; the say-on-pay vote passes because CEO compensation is reasonable in size, properly structured with performance-linked pay, and supported by solid stock performance; and auditor RSM US LLP passes easily given low non-audit fees, short tenure, and appropriate firm size.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing