Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2025, Bridgewater Bancshares, Inc. (the “Company”), the parent company of Bridgewater Bank (the “Bank”), announced the upcoming retirements of Mary Jayne Crocker, Executive Vice President and Chief Strategy Officer, and Jeffrey Shellberg, Executive Vice President and Chief Credit Officer. Mr. Shellberg is also a director of the Company and the Bank. In connection with their retirements, the Company announced the promotion to its Strategic Leadership Team, effective September 15, 2025, of Laura Espeseth as Chief Administrative Officer, Katie Morrell as Chief Credit Officer, and Jessica Stejskal as Chief Experience Officer.
In preparation for the transition, the Company and the Bank entered into amendments of each of Ms. Crocker’s and Mr. Shellberg’s existing employment agreements, which modify the terms and compensation arrangements of their agreements for the duration of their respective employment terms (together, the “Amendments”). Pursuant to the Amendments, Ms. Crocker’s employment agreement was amended to end on February 15, 2026 and Mr. Shellberg’s employment agreement was amended to end on October 9, 2026. Each has indicated that they will retire at the end of the term of their employment agreement. Mr. Shellberg intends to continue to serve as director of the Company and the Bank following his retirement.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by the terms and conditions of those documents, complete copies of which are attached hereto as Exhibit 10.1 and 10.2. Except as modified by the Amendments, the employment agreements for each of Ms. Crocker and Mr. Shellberg remain in effect in accordance with their respective terms.
On August 18, 2025, the Board of Directors (the “Board”) of the Company increased the number of directors constituting the entire Board from ten to eleven directors, and, upon the recommendation of the Company’s Nominating and ESG Committee, appointed Mary Jayne Crocker as a director to fill the vacancy created by this increase. Ms. Crocker’s initial term will commence on February 16, 2026, following her retirement from employment with the Company. There are no arrangements or understandings between Ms. Crocker and any other persons pursuant to which she was selected as a director. The Board has determined that Ms. Crocker will not initially qualify as an independent director under the rules of The Nasdaq Stock Market LLC and the Securities and Exchange Commission due to her previous service as an executive officer of the Company, and as a non-independent director, she will not initially be appointed to any Board committees. There are no family relationships between Ms. Crocker and any director or executive officer of the Company, and there are no related party transactions between the Company and Ms. Crocker that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Crocker will also serve as director of the Bank, with her initial term commencing on February 16, 2026.
Upon commencement of her term as a non-employee director of the Company, Ms. Crocker will participate in the Company’s Non-Employee Director Compensation Program. Pursuant to such program, Ms. Crocker will receive a quarterly retainer of $20,000 for service on the Board, which amount will be prorated for any partial term. A portion of the quarterly retainer may be paid in the Company’s common stock in accordance with the terms of the Company’s Non-Employee Director Compensation Program.
Item 7.01 Regulation FD Disclosure.
On August 19, 2025, the Company issued a press release announcing its executive leadership transitions and Ms. Crocker’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
