Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2020, the Board of Directors (the “Board”) of Bridgewater Bancshares, Inc. (the “Company”) increased the number of directors constituting the entire Board from nine to ten directors, and, upon the recommendation of the Company’s Nominating and Corporate Governance Committee, appointed Mohammed Lawal as a Class III director to fill the vacancy created by this increase. As with other Class III directors, Mr. Lawal’s initial term will expire at the 2021 annual shareholder meeting. Also on October 27, 2020, Mr. Lawal was appointed to the Company’s Nominating and Corporate Governance Committee. The Board has determined that Mr. Lawal qualifies as an independent director under the rules of The Nasdaq Stock Market LLC and the Securities and Exchange Commission. Mr. Lawal will also serve as director of the Company’s wholly owned subsidiary, Bridgewater Bank.
Mr. Lawal is the lead founder, CEO and Principal Architect of LSE Architects, Inc., an entrepreneurial, Twin Cities-based architecture, interior design and planning firm. Mr. Lawal has over 30 years’ experience in design, planning and programming. Under his leadership, LSE Architects has provided architectural services for a variety of projects ranging from barbershops and schools to multifamily housing and U.S. Bank Stadium.
As a non-employee director of the Company, Mr. Lawal will participate in the Company’s non-employee director compensation program. Pursuant to such program, Mr. Lawal will receive a quarterly retainer of $20,000 for service on the Board and its committees, which amount will be prorated for any partial term. Half of the quarterly retainer will be paid in the Company’s common stock. There were no arrangements or understandings between Mr. Lawal and any other person pursuant to which he was selected as a director. Mr. Lawal does not have any direct or indirect or material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 28, 2020, the Company issued a press release announcing the appointment of Mr. Lawal as director, 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 Securities Exchange Act of 1934, as amended (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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
