Douglas Parish
About Douglas Parish
Douglas Parish, age 58, has served as an independent director of Bridgewater Bancshares, Inc. and Bridgewater Bank since 2018. He is Chief Financial Officer of Northern Star Scouting and formerly served as Senior Vice President and Chief Compliance Officer at Ameriprise Financial, Inc. (2005–2017). A Certified Public Accountant, he brings 35 years of experience in accounting, finance, audit, risk management, regulatory compliance, and corporate governance; the Board designated him an “audit committee financial expert” under SEC rules and he currently chairs the Audit Committee. He holds a B.A. from St. Olaf College and serves on the boards of Vocal Essence and St. Croix Valley Korean American Cultural Society .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameriprise Financial, Inc. | SVP & Chief Compliance Officer | 2005–2017 | Recruited at spin-off; built world-class internal audit function |
| Ceridian Corporation | Vice President & Chief Internal Auditor | Not disclosed | Led internal audit; financial and controls expertise |
| Citigroup | Audit roles | Not disclosed | Audit, risk, and controls experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northern Star Scouting | Chief Financial Officer | Current | Finance leadership in non-profit sector |
| Vocal Essence | Board Member | Current | Community/arts non-profit board service |
| St. Croix Valley Korean American Cultural Society | Board Member | Current | Cultural non-profit board service |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are Parish (Chair), James Johnson, and Thomas Trutna; the Board determined all Audit Committee members are independent under Nasdaq and SEC rules, and Parish has the required financial sophistication and qualifies as an “audit committee financial expert” .
- Independence: The proxy identifies Douglas Parish as independent .
- Attendance: The Board held 13 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the virtual annual meeting .
- Committee activity: The Audit Committee met 8 times in 2024 and oversees auditor appointment/pre-approval, independence, internal controls, SEC filings, regulatory reports, conflicts reviews under the Code of Business Conduct and Ethics, and other delegated matters .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $60,000 | Includes additional $5,000 per quarter for Audit Committee Chair |
| Stock Awards (Grant-Date Fair Value) | $40,712 | Fully-vested stock awards; valued per ASC 718 at closing price on grant date |
| All Other Compensation | $0 | — |
| Total | $100,712 | — |
Director Compensation Program Parameters (2024):
- Quarterly retainer: $20,000; paid half in cash and half in fully-vested stock awards unless director elects all in stock; additional $5,000 quarterly cash retainer paid to Audit Committee Chair (Parish); $1,000 travel stipend for certain out-of-state travel; executive directors receive no Board compensation .
Performance Compensation
| Metric/Instrument | FY 2024 | Terms |
|---|---|---|
| Performance-based cash bonus | None disclosed | Non-employee director compensation structured as retainer (cash + fully-vested equity) |
| Performance share units / options | None disclosed for directors | Equity for directors is fully-vested stock awards tied to retainer |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Parish |
| Private/non-profit boards | Vocal Essence | Director | Current |
| Private/non-profit boards | St. Croix Valley Korean American Cultural Society | Director | Current |
| Interlocks/related-party exposure | — | — | No related-party transactions disclosed involving Parish; Board/Audit Committee reviews and approves related-party transactions under policy . Related-party transaction disclosed for entities owned by other directors (North Shore Development Partners LLC; fees paid ~$125k in 2024) . |
Expertise & Qualifications
- Certified Public Accountant; 35 years across accounting, finance, audit, risk, compliance, governance .
- Audit Committee financial expert; financial sophistication under Nasdaq/SEC rules .
- Built internal audit at Ameriprise post spin-off; extensive internal audit leadership (Ameriprise, Ceridian, Citigroup) .
- Current CFO of Northern Star Scouting; strong finance/operator perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Douglas Parish | 17,984 | <1% (proxy denotes “*” as ≤1%) | Includes 15,607 shares held by the Douglas J. Parish Revocable Trust (co-trustee) ; percent based on 27,596,315 shares outstanding |
| Shares pledged | None indicated for Parish | — | — |
Director Stock Ownership Guidelines:
- Non-employee directors are expected to own, within five years of the 2020 policy effective date, shares with aggregate fair market value ≥ 4x annual cash retainer ($40,000), excluding committee fees; directors elected after 2020 must meet the guideline within five calendar years after election .
Anti-Hedging:
- Directors, officers, and employees are prohibited from hedging Company securities by policy; the Company is not aware of any violations .
Governance Assessment
- Board effectiveness: Parish’s role as Audit Committee Chair and designation as an audit committee financial expert strengthen financial reporting oversight and auditor independence monitoring—positive for investor confidence .
- Independence and engagement: Identified as independent; Board and committee attendance thresholds met; Audit Committee met 8x—indicating active oversight .
- Compensation alignment: Director pay is modest and structured with a mix of cash and fully-vested stock tied to the retainer; additional compensation reflects committee leadership responsibilities (Audit Chair) .
- Ownership alignment: Beneficial ownership is modest (<1%); stock ownership guidelines target 4x cash retainer; compliance status not disclosed in the proxy—monitor for alignment progress .
- Conflicts and red flags: No hedging; no pledging for Parish; no Parish-related party transactions disclosed; related-party transactions involving other directors are subject to Audit Committee review per policy—no Parish-specific red flags identified .
- Shareholder signals: Prior say-on-pay support was high (96.25% at 2024 meeting), indicating general shareholder confidence in compensation governance processes (context for overall governance climate) .
Overall signal: Parish’s deep audit/compliance background, independence, and active committee leadership are positives for governance quality; ownership alignment should be monitored against the 2020 guideline, and continued vigilant oversight of related-party transactions remains essential .