James Johnson
About James Johnson
James Johnson, age 62, has served as an independent director of Bridgewater Bancshares, Inc. since 2005 and sits on the Audit Committee and the Nominating & ESG Committee. He and his wife own Flagship Marketing, Inc., which operates Express Employment Professionals franchises; he is also a Regional Franchise Developer for Express Employment International covering MN, IA, WI, IL, and SD. He holds both a B.A. and B.S. from Iowa State University and brings deep experience in talent management and human resources with strong ties to Twin Cities business leaders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flagship Marketing, Inc. (Express Employment Professionals franchises) | Co-owner | Ongoing | Talent management/HR expertise leveraged for board oversight |
| Express Employment International | Regional Franchise Developer (MN, IA, WI, IL, SD) | Ongoing | Advisory/consulting to regional offices; local business network |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Flagship Marketing, Inc. | Co-owner | Private | Operates staffing/recruiting franchises |
| Express Employment International | Regional Franchise Developer | Private | Consulting to franchise network |
| Greenwood LLC | Member (12.5% interest) | Private | Landlord to Bank’s Greenwood branch; related-party exposure (see Conflicts) |
Board Governance
- Independence: The Board affirms Johnson is independent under Nasdaq and SEC rules; only Baack and Shellberg are non-independent .
- Committee assignments: Audit Committee member; Nominating & ESG Committee member .
- Committee meeting cadence: Audit met 8 times in 2024; Nominating & ESG met 2 times .
- Attendance: In 2024, all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the annual meeting .
- Board effectiveness practices: Independent director executive sessions (2 in 2024); Lead Independent Director (David Juran) presides; committees composed exclusively of independent directors; prohibition on hedging; stock ownership guidelines for non-employee directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Director Total (James Johnson) | $81,424 | All in stock awards; no cash; no other compensation |
| Quarterly Retainer (Program) | $20,000 per quarter | Paid half cash/half fully-vested stock awards unless annual election for all-stock; Johnson’s all-stock result aligns with election option |
| Committee Chair Fees | Audit Chair: +$5,000 per quarter | Not applicable to Johnson (Parish is Audit Chair) |
| Travel Stipend | $1,000 when traveling from outside MN/contiguous states | Program feature; not disclosed as received by Johnson |
Performance Compensation
- No performance-based director compensation disclosed (no PSUs/options tied to metrics for non-employee directors). Equity component of retainer is fully vested upon grant per program design .
Other Directorships & Interlocks
| Entity | Relationship | Exposure |
|---|---|---|
| Greenwood LLC (branch landlord) | Johnson owns 12.5% interest; Greenwood is landlord to Bank’s Greenwood branch | Rent paid ~$288k in 2024; ~$275k in 2023; total remaining rent payable for current term ≈$464k; special committee (non-interested directors) approved transaction in 2020 for fairness and regulatory acceptability |
No other public company directorships for Johnson are disclosed in the proxy .
Expertise & Qualifications
- Human capital/talent acquisition expertise and local business leadership; strong market network in Twin Cities .
- Education: B.A. and B.S., Iowa State University .
- Board skills fit: Contributes to CEO/executive succession planning and ESG oversight via Nominating & ESG Committee; supports Audit Committee oversight of conflicts per charter responsibilities .
Equity Ownership
| Holder/Type | Shares | % of Class | Notes |
|---|---|---|---|
| James Johnson – total beneficial ownership | 241,545 | <1% | Includes trust and spouse IRA holdings; see breakdown |
| James S. Johnson Trust (co-trustee) | 59,250 | n/a | Included in beneficial total |
| Jolynn Johnson Trust (co-trustee) | 76,750 | n/a | Included in beneficial total |
| Spouse IRA | 10,417 | n/a | Included in beneficial total |
| Shares pledged as collateral (RED FLAG) | 136,000 | n/a | Pledged for indebtedness |
| Director stock ownership guideline | 4x annual cash retainer | n/a | Expectation to meet within 5 years (current cash retainer $40,000) |
| Guideline compliance status (Board-wide) | Achieved or making appropriate progress | n/a | Committee reviews annually; individual specifics not disclosed |
Governance Assessment
-
Strengths:
- Independent director on two key committees with regular meeting cadence; committees exclusively independent .
- Board uses executive sessions and has a Lead Independent Director; promotes independent oversight .
- Director pay structure mixes cash and stock with option to take all in stock; Johnson elected full equity, signaling alignment .
- Anti-hedging policy and established related-party transaction review process; special committee used for Greenwood lease approval .
- High say-on-pay support historically (96.25% at 2024 meeting), indicating shareholder confidence in compensation governance .
-
RED FLAGS / Watch items:
- Shares pledged: Johnson has 136,000 shares pledged as collateral; pledging undermines alignment and introduces forced-sale risk under stress .
- Related-party exposure: Ownership stake in Greenwood LLC, landlord to Bank branch; while reviewed and approved, it is an ongoing conflict to monitor for terms and independence .
- Attendance disclosure is threshold-based (≥75%) rather than precise; continue to monitor individual attendance trends given committee responsibilities .
-
Signals/Implications:
- All-stock retainer elections can enhance alignment but reduce at-risk variability; ensure equity retains holding expectations under director ownership guidelines .
- Audit Committee charter includes conflict review; Johnson’s presence requires diligent recusal when Greenwood or similar items arise .
- ESG/Nominating remit suggests Johnson contributes to succession planning and board refreshment; evaluate ongoing board declassification transition toward 2026 for governance effectiveness .
Additional Context (Board-Level)
- Board held 13 meetings in 2024; independent director executive sessions held twice in 2024 .
- Committee responsibilities include conflict review (Audit) and succession/ESG oversight (Nominating & ESG) .
- Prohibition on hedging stock; insider trading policy with blackout windows applies to directors .