David Volk
About David Volk
David Volk (age 48) has served as an independent director of Bridgewater Bancshares, Inc. (BWB) since 2017. He is a principal at Castle Creek Capital, an alternative asset manager focused on community banks, and previously worked at TW Associates Capital and Ernst & Young. He holds a B.S. from Santa Clara University and an M.S. from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital | Principal | 2005–present | Led or supported investments in recapitalization, distressed and growth situations; national perspective on bank strategy, operations, M&A, and capital financing |
| TW Associates Capital, Inc. | Associate | Prior to 2005 | Investment experience |
| Ernst & Young | Initial training | Early career | Audit/financial training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California BanCorp | Director | Current | Bank holding company board service |
| Bank of Idaho Holding Company | Director | Current | Bank holding company board service |
| Spend Life Wisely Company | Director | Current | Board service |
| InBankshares Corporation | Director | 2022–2023 | Prior board service |
Board Governance
- Independence: Volk is affirmed independent under Nasdaq and SEC rules; BWB’s board is majority independent with exceptions of CEO Jerry Baack and EVP/Credit Officer Jeffrey Shellberg .
- Committee assignments: Compensation Committee member and Nominating & ESG Committee member (not chair) .
- Committee meeting cadence in 2024:
- Audit: 8 meetings
- Compensation: 3 meetings
- Nominating & ESG: 2 meetings
- Attendance and engagement: The board held 13 meetings in 2024; all directors attended at least 75% of board and committee meetings, and all attended the virtual annual meeting .
- Lead Independent Director structure: Board combines Chair/CEO roles and appoints a Lead Independent Director (David Juran) with defined duties (executive sessions, agendas, liaison, shareholder communication) .
- Executive sessions: Independent directors met in executive session twice in 2024 without non‑independent directors .
- Election results (2025 annual meeting): Volk received 19,000,790 votes for, 651,964 withheld; broker non-votes 2,555,651 .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Quarterly retainer (paid to affiliate) | $80,000 cash | Paid to Castle Creek Advisors IV LLC pursuant to an arrangement; standard quarterly director retainer is $20,000, with directors permitted to elect stock awards; Audit Chair receives an additional $5,000 per quarter (not applicable to Volk) |
| 2024 | Travel stipend | $8,000 | For in‑person board/committee meetings (paid to Castle Creek Advisors IV LLC) |
| 2025 | Quarterly retainer (paid to affiliate) | $80,000 cash | Paid to Castle Creek Advisors VIII LLC; same program structure |
| 2025 | Travel stipend | $8,000 | Paid to Castle Creek Advisors VIII LLC |
Director Stock Ownership Guidelines: Non‑employee directors are expected to own shares with fair market value ≥4× annual cash retainer ($40,000) within five years. Compensation Committee reviews progress annually; all directors met or are progressing within permitted timelines .
Performance Compensation
BWB does not provide performance‑based pay to non‑employee directors; Volk’s compensation is fixed (retainer and travel stipend). As a Compensation Committee member, Volk helps oversee executive incentive structures. The Short‑Term Incentive (STI) plan for NEOs uses PPNR and individual goals, with threshold/target/maximum payout levels:
| Metric (2024 STI) | Threshold | Target | Maximum |
|---|---|---|---|
| PPNR (in $000s) | $39,113 | $57,365 | $63,102 |
| Payout % (PPNR component) | 50% | 100% | 150% |
2024 STI administration included adjustments to PPNR for one‑time acquisition expenses and a securities sale gain; adjusted PPNR achieved threshold but not target; subjective payouts ranged 14–34% of target based on weaker company performance relative to historical expectations .
Other Directorships & Interlocks
- Compensation Committee membership: Juran (Chair), Urness, Volk (all independent) .
- Related‑party transactions (context for committee oversight):
- Greenwood branch lease: entity owned in part by directors Baack, Shellberg, Johnson, Juran, Trutna, Urness; rent paid ~$288k in 2024; total remaining rent ~$464k through Aug 1, 2026 .
- Colliers Mortgage/Colliers Securities (affiliates of Juran): loan participations serviced with pass‑through rate adjustments; servicing fees ~$48k in 2024; securities brokerage commissions ~$4k in 2024 .
- North Shore Development Partners (owned by Urness and Juran): development services fee up to $250k; ~$125k paid in 2024 .
- Audit Committee policy/procedures require review/approval of related‑party transactions; special committee used for Greenwood lease in 2020 .
Expertise & Qualifications
- Strategic planning, operational improvements, M&A execution, capital markets in financial institutions .
- Board governance experience across multiple bank holding companies; national banking industry perspective .
Equity Ownership
| As‑of Date | Holder | Shares | % of Class | Notes |
|---|---|---|---|---|
| Feb 24, 2025 (record date) | David Volk (direct) | 298 | * | “*” indicates <1%; footnote states Volk is principal at Castle Creek Capital VIII LLC, the general partner of Castle Creek Capital Partners VIII, LP; Volk disclaims beneficial ownership of Castle Creek shares except to extent of pecuniary interest |
| Dec 4, 2024 | Castle Creek Capital Partners VIII, LP | 1,172,211 | 4.25% approx. of 27.6m shares (directional context) | Schedule 13D; Volk disclaims beneficial ownership except pecuniary interest |
| Feb 26, 2024 (record date) | Castle Creek Capital Partners VIII, LP | 2,206,568 | 7.96% | Schedule 13D/A as of Oct 24, 2023 |
| Oct 24, 2025 | David Volk (Form 4) | Bought 16,530 at $17.4439 (weighted avg); post‑txn direct holding 17,112 | N/A | Open‑market purchases |
| Oct 27, 2025 | David Volk (Form 4) | Bought 13,470 at $17.4606 (weighted avg); post‑txn direct holding 30,582; 298 indirect via Volk Advisory Corp | N/A | Open‑market purchases, direct and indirect details |
Anti‑hedging: Company policy prohibits hedging transactions in BWB securities; Anti‑hedging policy disclosed and enforced .
Insider Trades (Past 24 months)
| Date | Type | Shares | Price | Post‑Transaction Holdings |
|---|---|---|---|---|
| Oct 24, 2025 | Purchase (P) | 16,530 | $17.4439 (weighted avg; $17.13–$17.64 range) | 17,112 direct |
| Oct 27, 2025 | Purchase (P) | 13,470 | $17.4606 (weighted avg; $17.435–$17.50 range) | 30,582 direct; 298 indirect via Volk Advisory Corp |
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: 96.25% of votes cast in favor (first say‑on‑pay), with Board committing to annual votes thereafter .
- 2025 Say‑on‑Pay votes: 18,289,465 for; 1,249,822 against; 113,467 abstentions; broker non‑votes 2,555,651 .
Compensation Peer Group (Committee Oversight)
- 2024 Peer Group (21 banks): Alerus, Bank First, Byline, Civista, ConnectOne, Farmers & Merchants, Farmers National, First Business, First Mid, Five Star, Great Southern, Lakeland, Mercantile, Midland States, MidWestOne, Nicolet, Old Second, QCR, Southern First, Southern Missouri, West Bancorporation .
- 2023 Peer Group (16 banks): Alerus, Bank First, CapStar, First Business, First Foundation, Great Southern, Lakeland, Mercantile, Midland States, MVB Financial, Nicolet, Old Second, Parke Bancorp, Preferred Bank, Southern First, West Bancorporation .
Governance Assessment
-
Strengths
- Independence and active committee roles (Compensation; Nominating & ESG) with regular meeting cadence; broad governance practices including executive sessions and Lead Independent Director structure .
- Shareholder‑friendly policies: anti‑hedging; director stock ownership guidelines with progress tracking .
- Investor support signals: strong say‑on‑pay support (2024), robust quorum and board election support (2025) .
- Alignment: recent open‑market purchases by Volk increase direct skin‑in‑the‑game .
-
Risks/RED FLAGS
- Affiliation with a significant shareholder (Castle Creek Capital Partners VIII, LP) and retainer paid to Castle Creek advisors on Volk’s behalf could pose perceived conflicts; Board maintains independence designation and disclosures note Volk’s disclaimer of beneficial ownership except pecuniary interest .
- Compensation Committee context includes related‑party transactions with other committee members (Juran, Urness) in branch lease, loan servicing, securities brokerage, and land development services; mitigated by audit/special committee review processes and arm’s‑length assertions .
Overall, Volk’s governance participation, independence status, and recent personal share purchases are positive alignment signals; perceived conflicts are disclosed and governed through committee oversight and related‑party review processes.
Appendix: Director‑Specific Notes
- Director since: 2017 .
- Age: 48 .
- Independence: Yes .
- Committees: Compensation; Nominating & ESG .
- Attendance: ≥75% of meetings in 2024; attended annual meeting .
- Director compensation: Quarterly retainer $20,000 (program), paid all‑cash to Castle Creek affiliate for Volk; travel stipend policy $1,000 per meeting for out‑of‑state (Volk received $8,000 in 2024 and 2025) .
- Anti‑hedging policy: Prohibits hedging of company stock .