DEF: Bridgewater Bancshares Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Bridgewater Bancshares announces its 2025 Annual Meeting of Shareholders will be held virtually on April 22, 2025, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Bridgewater Bancshares, Inc. will hold its 2025 Annual Meeting of Shareholders virtually on April 22, 2025, at 2:00 p.m. CT.
• Shareholders will vote on electing seven director nominees, approving executive compensation on an advisory basis, and ratifying the appointment of RSM US LLP as the independent registered public accounting firm for the year ending December 31, 2025.
• The Board of Directors recommends voting for all director nominees, the executive compensation proposal, and the auditor ratification.
• In 2024, Bridgewater focused on optimizing its balance sheet, growing core deposits by $559.4 million (22.0%), and reducing the loan-to-deposit ratio to 94.7%.
• The company also completed the acquisition of First Minnetonka City Bank in December 2024.
• The Board and Strategic Leadership Team own over 20% of Bridgewater's common stock.
• The company engaged with institutional shareholders owning approximately 11.5 million shares, representing nearly 70% of total institutional ownership as of December 31, 2024.
• Tangible book value per share grew 5.1% to $13.49 in 2024.
• The Board is committed to good corporate governance, including a separate lead independent director position and independent standing committees.

Sentiment

Score: 7

Explanation: The document conveys a moderately positive sentiment due to the company's strategic initiatives, deposit growth, and acquisition, but is tempered by the fact that the company's financial performance was well below historical expectations.

Positives

• Core deposits experienced significant growth of $559.4 million, or 22.0%, in 2024.
• The loan-to-deposit ratio was reduced to a healthier 94.7%.
• Tangible book value per share increased by 5.1% to $13.49.
• The acquisition of First Minnetonka City Bank was successfully completed.
• The Board and Strategic Leadership Team have a substantial ownership stake, aligning their interests with shareholders.
• The company actively engages with shareholders, seeking feedback on important business aspects.
• Asset quality remained superb throughout the year as we focused on consistent underwriting and active credit oversight.
• Bridgewater has demonstrated an ability to execute on strategic priorities in the face of market-related challenges, to position the bank for future success.

Risks

• The document mentions general economic and market headwinds that were considered likely to negatively impact the Company's performance for 2024.
• The company's financial performance was well below historical expectations warranting subjective payout levels between 14% and 34% of target payouts for each NEO.

Future Outlook

The company believes it is positioned for success and to continue driving shareholder value in 2025 due to strategic initiatives and a more favorable business outlook.

Management Comments

• 'In recent years, Bridgewater has demonstrated an ability to execute on strategic priorities in the face of market-related challenges, to position the bank for future success,' stated Jerry Baack, Chairman and CEO.
• Management believes they are positioned for success and to continue driving shareholder value in 2025.

Industry Context

The document highlights the importance of strategic priorities and balance sheet optimization in a higher interest rate environment, reflecting a common focus among financial institutions.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or comparable companies.
• The document does not provide specific comparisons to industry benchmarks.
• The document does not provide specific comparisons to comparable projects.

Related Party Transactions

• The Bank leases a branch building from Bridgewater Properties Greenwood, LLC, an entity owned in part by directors David Juran, Thomas Trutna, Jerry Baack, Jeffrey Shellberg and James Johnson.
• The company purchased loan participation interests from and held an interest in a syndicated loan originated by Colliers Mortgage LLC, where director David Juran is an executive officer and owns more than 10% of the parent company.
• The company acquired an undeveloped parcel of land and engaged North Shore Development Partners LLC, owned by directors Todd Urness and David Juran, for development services.

Stakeholder Impact

• Shareholders are encouraged to participate in the voting process.
• Executive compensation is subject to shareholder approval.
• The company's performance and governance practices impact shareholder value.

Next Steps

• Shareholders are encouraged to vote their shares by April 21, 2025.
• The company will hold its Annual Meeting on April 22, 2025.
• The Board and Compensation Committee will consider the outcome of the say-on-pay vote when making future compensation arrangements.

Key Dates