Lisa Brezonik
About Lisa Brezonik
Lisa Brezonik is an independent director of Bridgewater Bancshares, Inc. (BWB) and the Bank, serving since 2019. She is age 55, holds a B.A. from the University of Minnesota, and brings 30+ years of experience in operations, talent acquisition, human resources, M&A, leadership development, and culture-building. In September 2024, she became an Operating Partner at Carlson Private Capital after completing an interim CEO role at Pivot Strategies in 2024; prior roles include President & CEO, COO, and Chief Talent Officer at Salo (2015–2023), owner of Brezonik Consulting, and leadership roles at RBC Dain Rauscher, Integ Incorporated, and Room & Board, Inc. She chairs BWB’s Nominating & ESG Committee and is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pivot Strategies LLC | Interim Chief Executive Officer | 2024 | Interim leadership through transition; aligns with human capital/operations expertise |
| Carlson Private Capital Partners | Operating Partner | Sep 2024–present | Operating Partner role; potential network reach; monitor for future related-party exposure (none disclosed at BWB) |
| Salo | President & CEO; previously COO; Chief Talent Officer | CTO (2015), COO (2017), CEO (2018–2023) | Human capital, operations, leadership development; succession experience |
| Brezonik Consulting | Owner/Entrepreneur | ~8 years (prior to 2015) | Executive coaching and organizational consulting |
| RBC Dain Rauscher; Integ Incorporated; Room & Board, Inc. | Various leadership roles | Not disclosed | Broader leadership and operations background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kipsu, Inc. | Board Member | Not disclosed | Private company board service |
| Washburn Center for Children | Board Member | Not disclosed | Non-profit board service |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2019; independent (Nasdaq) |
| Committee Assignments | Nominating & ESG Committee (Chair) |
| Nominating & ESG Committee Composition (2024) | Members: Lisa Brezonik (Chair), James Johnson, Mohammed Lawal, Thomas Trutna, David Volk; all independent under Nasdaq rules |
| Nominating & ESG Meetings (2024) | 2 meetings |
| Board Meetings (2024) | 13 meetings held |
| Attendance | All directors attended at least 75% of Board and committee meetings in 2024 |
| Key Nominating & ESG Responsibilities | Board and committee composition, ESG oversight and stakeholder communications, CEO/executive succession planning, governance guidelines review |
| Governance Reforms | Classified board phased out beginning 2024; fully declassified by 2026 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Quarterly Non-Employee Director Retainer | $20,000 per quarter | Program design: one-half in cash and one-half in fully-vested stock awards, with annual election to take all stock; Audit Chair receives additional $5,000 per quarter (Audit Chair only) |
| Travel Stipend | $1,000 (if eligible) | Paid to non-employee directors traveling from outside MN or contiguous states (not shown for Brezonik in 2024 table) |
Director-level 2024 compensation for Ms. Brezonik:
| Name | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Lisa Brezonik | $0 | $81,424 | $0 | $81,424 |
Valuation notes: stock awards valued at grant-date fair value per ASC 718; fair value per share equals closing price on grant date .
Performance Compensation
| Instrument | Performance Linkage | Vesting | Notes |
|---|---|---|---|
| Retainer Stock Awards (Directors) | None (service retainer) | Fully vested at grant | Directors may elect to receive all retainer in fully-vested stock awards; ASC 718 valuation |
| Options/PSUs (Directors 2024) | None disclosed for directors | N/A | 2024 director compensation table shows no option awards for Ms. Brezonik |
2019 Equity Plan framework (context): permits various equity award types for directors/employees; director grant/cash cap $400,000 per calendar year; plan allows for acceleration in change-in-control/death/disability per agreements. As of 12/31/2024, 87 shares remained authorized for grants under the plan .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict with BWB |
|---|---|---|---|
| Kipsu, Inc. | Private | Board Member | None disclosed |
| Washburn Center for Children | Non-profit | Board Member | None disclosed |
Related-party disclosures in 2025 proxy identify a development services agreement involving entities affiliated with directors Urness and Juran; Ms. Brezonik is not identified as an interested party in disclosed related transactions .
Expertise & Qualifications
- Operations, human capital, leadership development, talent acquisition, succession planning, M&A, culture-building .
- Chairs Nominating & ESG: oversees board composition, ESG strategy and stakeholder communications, and CEO/executive succession planning—key levers for board effectiveness and risk oversight .
- Independent director; brings external networks from operating partner and prior CEO experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lisa Brezonik | 30,141 | * | “*” indicates less than 1% of outstanding shares; record date 2/24/2025; 27,596,315 shares outstanding |
Additional alignment policies:
- Director Stock Ownership Guidelines: 4x annual cash retainer (currently $40,000) within five years; directors elected after 2020 must meet guidelines within five calendar years of election year .
- Anti-hedging: directors, officers, and employees are prohibited from hedging Company securities .
- Pledging: No pledging disclosed for Ms. Brezonik in the ownership table (pledging noted for another insider, not for Ms. Brezonik) .
Governance Assessment
-
Strengths
- Independent chair of Nominating & ESG, a committee with explicit responsibilities for board composition, ESG oversight, and CEO/executive succession—core to long-term risk management and investor confidence .
- Strong alignment: elected to take 100% of 2024 retainer in stock ($81,424), signaling skin-in-the-game beyond standard cash retainer .
- Attendance: met at least the 75% threshold in 2024 (all directors met threshold) .
- Broader shareholder context: Say-on-Pay support at 96.25% in 2024 indicates constructive investor relations and compensation governance by the Board .
- Governance reform underway: board declassification to complete by 2026, reducing entrenchment risk .
-
Risks/Watch Items
- External role at Carlson Private Capital (Operating Partner as of Sep 2024) presents potential for future related-party exposure if portfolio companies transact with BWB; no such transactions disclosed to date—monitor disclosures each proxy cycle .
- Limited visibility into individual director attendance rates (only threshold disclosure provided), and no separate chair fee disclosure for Nominating & ESG (Audit Chair additional retainer disclosed) .
-
Conflicts/Related Parties
- No related-party transactions involving Ms. Brezonik are disclosed; the 2024–2025 related-party section focuses on a development agreement tied to entities affiliated with other directors (Urness, Juran) .
-
Overall View
- Ms. Brezonik’s human capital and succession expertise, combined with her leadership of the Nominating & ESG Committee, supports board quality and oversight of key risk areas. Her all-equity retainer election further aligns interests with shareholders; continue to monitor any overlap between Carlson Private Capital portfolio activities and BWB relationships in future filings .
Sources: 2025 DEF 14A (filed March 10, 2025). All citations embedded above.