Bridgewater Bancshares Inc (BWB) April 2026 Annual General Meeting Transcript

Welcome to the 2026 Annual Meeting of Shareholders for Bridgewater Bank Shares, Inc. Please note that today's meeting is being recorded. We will now turn the meeting over to Joe Chabowski, Bridgewater's President and Chief Financial Officer.

Good afternoon, everyone, and welcome to the 2026 Annual Meeting of Shareholders of Bridgewater Bank Shares. Before we move to the business at hand, there are a few housekeeping items I will address related to today's virtual meeting. If you have not yet voted and wish to vote, or if you wish to revoke a previously submitted proxy, you may do so by clicking the Voting button on your screen. To vote your shares, you will need the control number provided on your notice or proxy card. Shareholders who have already voted by internet, phone, or mail need not vote again online at this meeting. Your voting instructions will be carried out at this meeting by Ben Cluckey, Bridgewater's Secretary and General Counsel, and Charlene Stephens, Assistant Secretary, as your appointed proxies. Logging in with your control number, you will also allow you to submit questions during today's meeting. We have reserved time at the end of the meeting to address any questions related to today's agenda. If you would like to submit a question, please do so by typing your question into the Ask a Question section at the bottom of your screen now or at any time during the meeting. We encourage you to submit any questions promptly to ensure your question is received prior to the completion of the business on the agenda. For any general business questions about the company, please contact our Investor Relations Department at InvestorRelations at bwbmn.com. I will now turn the meeting over to Jerry Bach, Bridgewater's chairman and CEO.

Thank you, Joe. On behalf of our directors, officers, and team members, thank you for joining our meeting. At this time, I call the meeting to order. Members of Bridgewater's strategic leadership team and the board of directors are in attendance at the meeting today. A special thank you to all of them for their dedicated service over this past year. Also in attendance is Michael Grossman, representing RSM, Bridgewater's independent public accounting firm. Ben Cluckey, secretary of the company, will act as secretary of this meeting. Mr. Cluckey has received an affidavit from Broadridge Financial Solutions, which states that the mailing of the notice of the meeting and the related proxy materials commenced on or about March 16, 2026. and the notice was mailed to all shareholders of record as of the close of business on the record date for the annual meeting, which was February 27, 2026. The notice of the meeting and affidavit of mailing of the notice will be inserted in the company's minute book. Mr. Cluckey has advised us that a quorum is present at the meeting so we can proceed with the business of the meeting. Ben Cluckey and Charlene Stevens have been appointed the inspectors of the election. They have been dewy sworn in and their oaths will be filed with the records of the meeting. That completes the necessary formalities. The first item of business today is the election of the directors of the company. As a reminder, at our 2023 annual meeting, shareholders approved a proposal to declassify the board. Our classified board structures started being phased out at the 2024 annual meeting and the board is now fully declassified. This year, we increased the size of our board from 10 to 11 directors and welcomed Mary Jane Crocker to serve as a director, effective February 16, 2026, immediately following her retirement as Bridgewater's Executive Vice President and Chief Strategy Officer. As the proxy statement for this year's meeting indicated, the following 11 directors have been nominated to serve as directors of the company with a one-year term expiring in 2027. Lisa Berzonic, Mary Jane Crocker, Jim Johnson, David Duran, Mohamed Lal, Doug Parrish, Jeff Shelberg, Tom Trutna, Todd Ernest, Dave Volk, and myself. The Board of Directors recommends a vote for these directors. The second item of business today is a non-binding advisory vote on named executive officer compensation also known as say on pay the board of director directors recommends a vote for this proposal the third item of business today is the approval of the company's 2026 equity incentive plan the board of directors recommends a vote for this proposal the final item to be voted on at this meeting is a ratification of the appointment of rsm as the company's independent registered public accounting firm for the year ending December 31st, 2026. The Board of Directors recommends a vote for the ratification of the appointment of RSM. All of these proposals were described in detail in the proxy statement for the meeting. We will now take shareholder questions related to today's agenda. If you haven't done so already, please submit any question you may have now.

We'll wait a few moments for questions. We have not received any questions regarding the business before this meeting, so the question-answer session is now closed.

If you have not done so already, we remind you to submit your vote on each matter by clicking the voting button on your screen. Voting is about to be closed. I now declare the polls are closed on all matters. That concludes the voting on the proposals to be considered at the meeting. I will ask the inspectors of the election to present their report as to the final results of the voting on these matters and include it in the minutes of this meeting. And now the results. First, each of the nominees for director has been elected as director of the company. Second, the CNP proposal has been approved. Third, the company's 2026 equity incentive plan has been approved. And lastly, the ratification of the appointment of RSM has been approved. Inspectors of election are hereby directed to submit a certificate of inspectors of election to be filed with the secretary for insertion in the company's minute book together with the minutes of this meeting. That completes the items on today's agenda and I declare this meeting is adjourned. Thank you very much for attending the Bridgewater Bank Shares 2026 virtual annual meetings.