David Juran
About David Juran
David Juran, age 57, has served on Bridgewater Bancshares’ board since 2010 and is the current Lead Independent Director. He is President and CEO of Colliers Mortgage Holdings LLC and Colliers Mortgage LLC (and has been with Colliers/Dougherty since 2002), bringing deep multifamily and affordable housing finance expertise; he holds a B.S. from the University of St. Thomas and is licensed under NASD Series 7 and 53, State Series 63, and SEC Series 50. He serves on the boards of Colliers Mortgage Holdings LLC, Summit Academy, Minnesota Attainable Housing, and is a University of St. Thomas Trustee. He chairs BWB’s Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regional investment banking firm | Senior Vice President | 13+ years (prior to 2002) | Capital markets and financing experience applicable to bank strategy and oversight |
| Colliers/Dougherty (predecessor to Colliers Mortgage) | Executive, later President & CEO of Colliers Mortgage Holdings LLC and Colliers Mortgage LLC | Since 2002 | Expertise in HUD/FHA, GNMA, Fannie Mae lending; multifamily and affordable housing finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Colliers Mortgage Holdings LLC | President & CEO; Board member | Current | Parent of Colliers Mortgage LLC, Colliers Securities LLC, Colliers Insurance Agency LLC |
| Colliers Mortgage LLC | President & CEO | Current | Full-service nationwide mortgage banking firm |
| University of St. Thomas | Board of Trustees (member) | Current | Governance role at academic institution |
| Summit Academy | Board member | Current | Community/education-oriented board service |
| Minnesota Attainable Housing | Board member | Current | Affordable housing focus |
Board Governance
- Independence and leadership: Classified as “Independent” under Nasdaq rules and serves as Lead Independent Director; Lead Director duties include presiding at meetings without the Chair/CEO, executive sessions of independent directors, approving agendas and schedules, liaising between Chair/CEO and independents, and availability for shareholder consultation.
- Committee assignments (2024 activity): Compensation Committee Chair (3 meetings in 2024); not listed as a member of Audit (8 meetings) or Nominating & ESG (2 meetings).
- Board activity and attendance: Board held 13 meetings in 2024; all directors attended at least 75% of the aggregate of Board and committee meetings on which they served.
- Compensation Committee independence: Board affirmatively determined Juran, Urness, and Volk meet Nasdaq independence standards for compensation committee service.
- Board declassification: The classified structure is being phased out; fully declassified by the 2026 annual meeting.
Fixed Compensation
| Director | Year | Cash Retainer ($) | Stock Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|---|
| David Juran | 2024 | $0 | $81,424 | $81,424 |
- Program structure: Non-employee directors receive a quarterly retainer of $20,000; default mix is 50% cash and 50% fully-vested stock awards, with an annual election to take 100% in stock. Audit Chair receives an additional $5,000 quarterly cash retainer. No change to retainer for 2024; Pearl Meyer previously provided market benchmarking.
Performance Compensation
| Component | Detail |
|---|---|
| Performance-based equity (PSUs), options, or cash metrics | None disclosed for non-employee directors; equity awards are fully-vested stock awards (no performance metrics). |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed for Juran. |
| Compensation committee interlocks | None; no BWB executives served on other companies’ boards/comp committees where BWB directors are executives. |
Expertise & Qualifications
- Multifamily/affordable/senior housing finance; HUD/FHA, GNMA, Fannie Mae programs; capital markets background; executive leadership in mortgage banking.
- Licenses: NASD Series 7, 53; State Series 63; SEC Series 50.
- Community and governance roles across education and affordable housing organizations.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| David Juran | 1,586,550 | 5.75% |
Ownership detail (per footnote):
- Includes: 86,775 shares (co-trustee, marital trust, 6/18/2002); 10,725 shares (co-trustee, residuary trust, 6/18/2002); 16,328 shares (trustee, Descendant’s Separate Trust, 9/17/2018); 121,301 shares (trustee, Marital Trust 2, 9/17/2018); 8,532 shares (revocable trust where Juran is attorney-in-fact with potential voting/investment power).
- Pledging: No pledge notation is disclosed for Juran in the ownership footnotes (pledge disclosures appear for certain other insiders).
- Director ownership guidelines: Directors are expected to own ≥4x annual cash retainer ($40,000), to be met within five years; applies to non-employee directors. Hedging is prohibited by policy.
Related Party Transactions and Potential Conflicts
| Counterparty | Nature of Relationship/Transaction | 2023 Economics | 2024 Economics | Status/Terms |
|---|---|---|---|---|
| Bridgewater Properties Greenwood, LLC | BWB leases Greenwood branch building; Juran and Urness each own 12.5% of landlord; both served on Compensation Committee in 2024. | Rent paid ≈ $275,000 (incl. taxes/ops). | Rent paid ≈ $288,000 (incl. taxes/ops). | Lease renewed to Aug 1, 2026; one 5-year renewal option; remaining rent during current term ≈ $464,000. |
| Colliers Mortgage LLC / Colliers Securities LLC | BWB purchased loan participations/syndicated loan interest originated by Colliers Mortgage; Colliers services loans; Juran is an executive officer and >10% owner of Colliers Mortgage Holdings LLC (parent). Also securities purchases via Colliers Securities (broker). | Outstanding balance $19.2m; servicing fees ≈ $44,000; securities purchased $8.7m; commissions ≈ $47,000. | Outstanding balance $20.9m; servicing fees ≈ $48,000; securities purchased $500,000; commissions ≈ $4,000. | Servicing fee via pass-through rate reduction (15–125 bps below contractual per loan); fees negotiated loan-by-loan. |
| North Shore Development Partners LLC | Development services agreement for undeveloped parcel; fee = 5% of total project costs, capped at $250,000; Juran and Urness each own 50% of North Shore. | $0 fees paid. | ≈ $125,000 fees paid. | Company asserts terms consistent with arm’s-length agreements. |
- Oversight: Related party transactions are reviewed under a written policy; the Audit Committee evaluates fairness, conflicts, independence impacts, regulatory acceptability, and compliance with policy (applies to directors, officers, 5% holders).
RED FLAGS
- Multiple related-party relationships (branch lease; Colliers Mortgage/Colliers Securities transactions; North Shore development agreement) involving a sitting independent director and committee chair. While the company asserts arm’s-length terms and has an approval policy, these relationships create perceived conflict risk and require continued robust Audit Committee oversight.
Fixed Compensation (Detail)
| Element | Policy / Amount |
|---|---|
| Quarterly retainer | $20,000 per quarter (non-employee directors). |
| Form of pay | Default 50% cash / 50% fully-vested stock; annual election permitted for 100% stock. |
| Committee chair fees | Audit Chair: +$5,000 per quarter (not applicable to Juran). |
| Travel stipend | $1,000 for directors traveling from outside Minnesota or contiguous states. |
Performance Compensation (Detail)
| Metric/Instrument | Terms |
|---|---|
| Performance share units (PSUs) | Not used for directors; no performance metrics disclosed for director equity. |
| Options | None disclosed for directors in 2024 compensation. |
| Discretionary bonuses | None disclosed for directors. |
Governance Assessment
- Strengths: Independent Lead Director with defined responsibilities strengthening counterbalance to combined Chair/CEO; Compensation Committee chaired by an independent director; all directors achieved ≥75% attendance; strong say-on-pay support (96.25% in 2024); director ownership guideline of 4x annual cash retainer promotes alignment; anti-hedging policy in place.
- Alignment: Juran’s 2024 director compensation was entirely in stock awards ($81,424), increasing equity exposure; beneficial ownership of 1,586,550 shares (5.75%) indicates substantial skin-in-the-game.
- Risks/mitigants: Related-party dealings (leases, loan participations/servicing, brokerage commissions, development services) present ongoing conflict-of-interest optics for an independent director and comp chair; the company’s related-party policy and Audit Committee review are important mitigants—continued disclosure, recusal where applicable, and rigorous third-party benchmarking of terms are advisable.