Joseph Chybowski
About Joseph Chybowski
Joseph Chybowski, age 38, is President and Chief Financial Officer of Bridgewater Bancshares, Inc. (BWB). He joined in 2013 as Controller, became CFO in 2017, and was named President in 2024, overseeing accounting, regulatory reporting, liquidity, investments, insurance, capital development, and company-wide operations and governance . Company performance under the leadership team in 2024 included core deposit growth of $559.4M (+22%), a reduced loan-to-deposit ratio to 94.7% (from 100.4%), superb asset quality (net charge-offs to average loans 0.03%, nonperforming assets to total assets 0.01%), tangible book value per share +5.1% to $13.49, and closing the First Minnetonka City Bank acquisition in 107 days . Pay-versus-performance metrics show 2024 Net Income of $32.8M and PPNR of $45.9M, with cumulative TSR of 108.17 (from a fixed $100 base since 12/31/2020) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bridgewater Bancshares, Inc. | President and CFO | 2024–present | Oversight of all business operations, strategic decisions, and corporate governance; leads finance, liquidity, investments, insurance, and capital development . |
| Bridgewater Bancshares, Inc. | Chief Financial Officer | 2017–present | Led financial strategy, regulatory reporting, asset/liability management, and capital initiatives . |
| Bridgewater Bancshares, Inc. | Controller | 2013–2017 | Built foundational accounting and reporting functions post-IPO growth period . |
| Performance Trust Capital Partners | Advisor | 2009–2013 | Advised financial institutions on investment portfolio strategy and asset/liability management . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 375,000 | 375,000 | 421,875 (increased with promotion to President) |
| Perquisites ($) | 38,601 | 39,336 | 16,803 |
| Company 401(k) Contribution ($) | 0 (included in “All Other”) | 0 (included in “All Other”) | 24,150 |
| All Other Compensation ($) | 38,601 | 39,336 | 40,953 |
- Perquisites include automobile allowance, health club membership reimbursement, economic value of BOLI premiums, incremental health/dental premiums, and executive physicals at Mayo Clinic; 401(k) matching 100% on first 4% plus 3% profit sharing contribution in 2024 .
Performance Compensation
| Metric | Weighting | Target/Payout Structure | 2024 Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Short-Term Incentive (STI) – PPNR | 50% | Threshold $39,113k (50%), Target $57,365k (100%), Max $63,102k (150%) | Adjusted PPNR achieved threshold (add-back one-time acquisition costs; include securities gains) | 96,568 | Cash; annual |
| STI – Individual Goals | 50% | Committee subjective evaluation | Payouts set at 14–34% of target due to below historical expectations | 45,432 | Cash; annual |
| STI – Target Opportunity | — | 60% of base salary | Base $421,875; Target $270,000 | Total $142,000 (32% of base) | Cash; annual |
| Long-Term Incentive – RSUs (2024 grant) | — | Grant Date 2/2/2024 | 9,236 units; $109,816 fair value | — | 25%/yr over 4 years |
| Long-Term Incentive – RSUs (2023 grant) | — | Grant Date 2/2/2023 | 9,062 units; $188,358 fair value | — | 25%/yr over 4 years |
| Options (2017, 2019, 2022 grants) | — | See option table | See option table below | — | 20%/yr (2017), 25%/yr (2019/2022); accelerates on CIC/death |
Option awards detail:
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting/Acceleration |
|---|---|---|---|---|---|
| Oct 1, 2017 | 147,500 | — | 7.47 | Sep 30, 2027 | 20% per year; accelerates on change-in-control or death |
| Dec 6, 2019 | 23,000 | — | 12.92 | Dec 6, 2029 | 25% per year; accelerates on change-in-control or death |
| Feb 1, 2022 | 25,000 | 25,000 | 17.50 | Feb 1, 2032 | 25% per year; accelerates on change-in-control or death |
Stock vested and exercises:
| Type | 2024 Activity | Amount |
|---|---|---|
| Restricted Stock vested (shares) | Shares acquired on vesting | 8,365 |
| Option exercises (shares) | Shares acquired on exercise | 0 (none) |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 290,439 shares (includes 205,500 options exercisable within 60 days; excludes 12,500 unvested options and 25,633 unvested RSUs; includes 70,288 joint and 1,000 spouse IRA) |
| Ownership % of Outstanding | 1.04% of 27,596,315 shares outstanding as of 2/24/2025 |
| Options – Exercisable vs. Unexercisable | 205,500 exercisable; 25,000 unexercisable |
| RSUs – Unvested | 25,633 unvested RSUs at 12/31/2024 (2,390 from 12/6/2021; 9,062 from 2/2/2023; 9,236 from 2/2/2024) |
| Pledging (Red Flag) | 25,000 shares pledged as collateral |
| Stock Ownership Guidelines (NEOs) | Committee determined NEO guidelines not necessary given significant insider ownership and retention; no NEO ownership policy currently |
| Anti-Hedging Policy | Hedging of Company stock is prohibited |
| Insider Trading Windows | Open market trades permitted from the day after the second full trading day post-earnings until two weeks before quarter-end |
Vesting schedules (future cadence):
- RSUs granted 2/2/2024 (9,236 units): 25% annually starting 2/2/2025 through 2/2/2028 .
- RSUs granted 2/2/2023 (9,062 units): 25% annually through 2/2/2026 .
- RSUs granted 12/6/2021 (remaining 2,390 units): 25% annually; residual tranche(s) vest on anniversary dates through 12/6/2025 .
- Options: 2017 grant fully vested; 2019 and 2022 grants continue to vest per schedules above; all unvested options accelerate on change-in-control or death .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Effective 1/1/2022; initial term 3 years for CFOs and other NEOs; auto-renews for 1-year periods unless notice 90 days prior; if change-in-control occurs, agreement remains in effect for 2 years post-CIC . |
| Severance (no CIC) | 100% of annual base salary, payable over 12 months, upon termination without cause or resignation for good reason . |
| Severance (with CIC) | Lump sum equal to 200% of base salary plus most recent cash incentive bonus if termination occurs within 6 months prior to or 24 months following CIC . |
| COBRA Benefits | Employer-paid portion of medical/dental/vision premiums for up to 18 months if COBRA elected . |
| Equity Acceleration | RSUs/restricted stock accelerate in full upon involuntary termination or good reason in connection with a change-in-control, or death/disability . Options accelerate in full upon change-in-control or death . |
| Restrictive Covenants | Non-compete within 25 miles of any Company/Bank office and non-solicit of customers/employees during employment and 12 months post-termination . |
| Clawback | Formal clawback policy allows recovery of incentive compensation upon restatement or misconduct per policy . |
| Anti-Hedging/Insider Policy | Hedging prohibited; defined trading window; policy attached to 2024 Form 10-K . |
Compensation Structure Notes
- Target STI opportunities: CEO 75% of base; other NEOs, including Chybowski, 60% of base; STI split equally between PPNR and individual goals .
- 2024 PPNR goals used threshold/target/max of $39.1M/$57.4M/$63.1M; Adjusted PPNR included add-back of acquisition costs and inclusion of securities sale gains; even without adjustments, threshold would have been achieved .
- Long-term incentives (RSUs) generally granted annually in Q1 with four-year ratable vesting; Options issued periodically with 4- or 5-year ratable vesting and 10-year terms .
- Peer group: 21 publicly-traded commercial banks used for benchmarking (e.g., Lakeland Financial, Nicolet Bankshares, QCR Holdings, Old Second Bancorp, etc.) .
- Say-on-pay: 96.25% support at 2024 annual meeting .
Equity Ownership & Beneficial Holders Context
| Holder | Shares | % of Class |
|---|---|---|
| Joseph Chybowski (NEO) | 290,439 | 1.04% |
| All directors & officers (14) | 6,687,865 | 23.27% |
| Insider pledging (aggregate) | 1,607,882 pledged (group) | — |
Notes: Shares outstanding 27,596,315 as of 2/24/2025 .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($000s) | 45,687 | 53,392 | 39,960 | 32,825 |
| PPNR ($000s) | 67,117 | 79,736 | 51,588 | 45,876 |
| Cumulative TSR (fixed $100 base at 12/31/2020) | 141.63 | 142.03 | 108.25 | 108.17 |
| 2024 Highlights | — | — | — | Core deposits +$559.4M (+22%), LTD ratio 94.7%, NCOs/avg loans 0.03%, NPAs/assets 0.01%, TBVPS $13.49 (+5.1%), First Minnetonka deal closed in 107 days |
Compensation Committee & Governance
- Compensation Committee: Independent directors David Juran (Chair), Todd Urness, David Volk; used Pearl Meyer as independent consultant to design STI and review market compensation .
- Best practices: No hedging; no guaranteed annual bonuses; no option repricing without shareholder approval; four-year minimum RSU vesting; double-trigger RSU acceleration on CIC terminations .
Investment Implications
- Alignment: STI ties half to PPNR and half to individual goals; LTI primarily via four-year RSUs; options outstanding provide long-dated equity exposure, supporting retention and long-term value creation .
- Selling pressure: No options exercised in 2024; upcoming RSU tranche vesting on fixed dates (Feb 2 and Dec 6) plus insider trading windows may create periodic liquidity events; monitor Form 4s around vest dates .
- Red flags: Pledging of 25,000 shares by Chybowski is a governance risk; while anti-hedging and clawback policies help mitigate risk, pledging can impair alignment in stress scenarios .
- Retention/CIC economics: 2x cash severance plus most recent bonus under CIC window, with equity acceleration on double trigger (RSUs) and single trigger (options), suggests moderate protection without excessive golden parachute risk .
- Pay support & peer controls: 96.25% say-on-pay approval and peer benchmarking indicate investor comfort with pay-for-performance structure; watch Net Income and PPNR trajectory given 2024 downshift and macro headwinds .