Mary Jayne Crocker
About Mary Jayne Crocker
Mary Jayne Crocker, age 63, has been with Bridgewater since its founding in 2005; she served as EVP & Chief Operating Officer (2014–2024) and, since April 2024, as EVP & Chief Strategy Officer, shaping long-term plans across marketing, operations, technology, HR, and facilities . She holds a B.C. from McMaster University and is an alumna of The Institute of Certified Bankers; her recognitions include Outstanding Women (BankBeat, 2024), Top Women in Finance (2013, 2020), and Top Women in Business (2017) . Company performance context: cumulative TSR (fixed $100 initial) was $141.63 (2021), $142.03 (2022), $108.25 (2023), and $108.17 (2024); Net Income was $45,687k (2021), $53,392k (2022), $39,960k (2023), and $32,825k (2024); PPNR was $67,117k (2021), $79,736k (2022), $51,588k (2023), and $45,876k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bridgewater Bancshares | EVP & Chief Operating Officer | 2014–2024 | Built and scaled core functions (operations, technology, HR, facilities) while preserving entrepreneurial culture . |
| Bridgewater Bancshares | EVP & Chief Strategy Officer | 2024–present | Responsible for shaping long-term strategic plans aligned with Bank strategy . |
| Bridgewater Bancshares | Founding team member | 2005–present | Foundational contribution to building a $5B bank; first employee, multi-functional build-out . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Eden Prairie Community Foundation | Director | N/A | Current service . |
| Team Women | Director | N/A | Current service . |
| Merevie | Advisory Board | N/A | Current service . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $390,000 | $390,000 | $390,000 |
| Bonus ($) | $292,500 | $0 | $0 |
| Stock Awards – Grant Date Fair Value ($) | $105,668 | $195,374 | $114,203 |
| STI Paid ($) | $16,176 | $123,000 | $123,000 |
| All Other Compensation ($) | $37,981 | $43,334 | $40,547 |
| Total ($) | $842,325 | $751,708 | $667,750 |
- Amendment (Aug 18, 2025): Employment term set to end Feb 15, 2026 and base salary amended to $250,000 annually for the amended period ; retirement planned Feb 15, 2026 with appointment to Company and Bank Boards starting Feb 16, 2026 .
Performance Compensation
| Plan Component | Weighting | 2024 Target | 2024 Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Short-Term Incentive – PPNR | 50% | Threshold $39,113k; Target $57,365k; Max $63,102k | Adjusted PPNR achieved threshold but below target | $83,692 | Paid for FY2024 performance . |
| Short-Term Incentive – Individual Goals | 50% | Subjective goals approved by Committee | Subjective evaluation given below-historical performance year | $39,308 | Paid for FY2024 performance . |
| Total STI | — | 60% of base salary target ($234,000) | 32% of base salary paid | $123,000 | Cash payout in 2025 proxy tables . |
| Long-Term Incentives (RSUs) | — | Annual RSU grants (subject to Committee discretion) | Grant date 2/2/2024 at $11.89 | $114,203 grant-date fair value | RSUs vest 25% annually over 4 years; acceleration on CIC with involuntary or “good reason” termination; also accelerates on death/disability . |
| Options (non-annual) | — | Granted periodically under plans | N/A | N/A | Options vest 20%/year over 5 years (2017 plan) or 25%/year over 4 years (2019/2022 grants); accelerate on change in control or death . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 359,971 shares; 1.30% of class as of record date (27,596,315 shares outstanding) . |
| Breakdown & Derivatives | Includes 192,000 options exercisable or within 60 days; excludes 5,000 unvested options; excludes 25,127 RSUs not vesting within 60 days; includes 22,500 shares held jointly with spouse and 5,000 with child . |
| Outstanding Awards (12/31/2024) | Options: 150,000 (Exercisable, 10/1/2017; $7.47 strike; exp. 9/30/2027), 27,000 (Exercisable, 12/6/2019; $12.92 strike; exp. 12/6/2029), 10,000 (Exercisable) + 10,000 (Unexercisable, 2/1/2022; $17.50 strike; exp. 2/1/2032). RSUs unvested: 2,757 (12/6/2021); 9,399 (2/2/2023); 9,605 (2/2/2024); market value reference price $13.51 (12/31/2024) . |
| Vested vs Unvested | 2024 vesting: 9,299 RSUs vested; value realized $130,543 . |
| Pledging/Hedging | Anti-hedging policy prohibits hedging; no hedging allowed . No pledged shares disclosed for Ms. Crocker; pledging noted for other insiders but not for her . |
| Ownership Guidelines | No NEO stock ownership guidelines due to significant insider ownership/retention; directors have 4x cash retainer within 5 years; Crocker will be subject to director guidelines post-retirement . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreements effective Jan 1, 2022 for NEOs; Ms. Crocker’s initial term 3 years with automatic annual renewals; 8/18/2025 amendment set employment period ending 2/15/2026 . |
| Base Salary (Amended) | $250,000 annual base salary under 8/18/2025 amendment . |
| Non-Compete/Non-Solicit | Non-compete within 25 miles of banking/office locations; non-solicit of customers/employees; applies during employment and 12 months post-termination . |
| Severance (No CIC) | 100% of annual base salary, generally payable over 12 months, plus employer-paid COBRA (active employee rates) for up to COBRA period . |
| Severance (With CIC) | Single lump sum equal to 200% of base salary + most recent cash incentive bonus; COBRA continuation . |
| Potential Payments (12/31/2024) | Disability: $293,991 (stock accel) . Death: $1,215,921 total ($293,991 stock accel; $921,930 options accel) . No CIC termination: $422,386 total ($390,000 cash; $32,386 COBRA) . With CIC termination: $2,274,307 total ($1,026,000 cash; $32,386 COBRA; $293,991 stock accel; $921,930 options accel); Retirement: $293,991 stock accel . |
| Equity Acceleration | RSUs: double-trigger with CIC tied to involuntary or good reason; also accelerate on death/disability; Options: accelerate on CIC or death . |
| Clawback | Formal clawback policy covering bonuses and incentives upon restatement or misconduct; attached to 2024 Form 10-K governance materials . |
| Insider Trading Windows | Trading permitted after earnings release windows; pre-clearance policy; blackout periods enforced . |
Governance and Director Trajectory
- Appointment: Board increased to 11 directors (8/18/2025) and appointed Crocker to Company and Bank Boards effective 2/16/2026; initially not independent and not appointed to committees; will receive $20,000 quarterly retainer as a non-employee director, with option for stock retainer elections .
- Compensation Committee and Advisory: Compensation Committee comprised of independent directors; uses independent consultant Pearl Meyer; peer group benchmarking in place .
- Say-on-Pay: 96.25% approval for 2023 NEO compensation at 2024 annual meeting; company to continue annual say-on-pay .
Performance Context
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative TSR – Value of $100 Investment ($) | $141.63 | $142.03 | $108.25 | $108.17 |
| Net Income ($USD Thousands) | $45,687 | $53,392 | $39,960 | $32,825 |
| PPNR ($USD Thousands) | $67,117 | $79,736 | $51,588 | $45,876 |
Equity Awards Detail (Mary Jayne Crocker)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|---|
| 10/1/2017 | Option | 150,000 | — | $7.47 | 9/30/2027 | Vests 20% annually over 5 years; accelerates on CIC/death . |
| 12/6/2019 | Option | 27,000 | — | $12.92 | 12/6/2029 | Vests 25% annually over 4 years; accelerates on CIC/death . |
| 2/1/2022 | Option | 10,000 | 10,000 | $17.50 | 2/1/2032 | Vests 25% annually over 4 years; accelerates on CIC/death . |
| 12/6/2021 | RSUs (Unvested) | — | 2,757 | — | — | RSUs vest 25% annually over 4 years; accelerate on CIC with involuntary/good reason; death/disability . |
| 2/2/2023 | RSUs (Unvested) | — | 9,399 | — | — | RSUs vest 25% annually over 4 years; accelerate per plan . |
| 2/2/2024 | RSUs (Unvested) | — | 9,605 | — | — | Grant-date price $11.89; vest 25% annually . |
Related Party, Risk Indicators, and Compliance
- Related party transactions: No related party transactions between Crocker and the Company requiring disclosure under Item 404(a) as of the 8-K announcement . A Greenwood branch lease involves other executives/directors, reviewed by a special committee; not tied to Crocker .
- Hedging/Pledging: Hedging prohibited; no pledging disclosed for Crocker, though several other insiders have pledged shares .
- Section 16 compliance: Company believes required filings were timely in 2024 except one late Form 4 for Crocker .
- Regulatory considerations: Compensation decisions consider 162(m), 409A, 280G, and ASC 718 impacts .
Compensation Peer Group and Benchmarks
- 2024 Peer Group: 21 publicly traded banks in similar asset/geography/business model cohort, including Alerus, Bank First, Byline, Civista, ConnectOne, Farmers National, First Business, First Mid, Lakeland, Mercantile, Midland States, MidWestOne, Nicolet, Old Second, QCR, Southern First, Southern Missouri, Five Star, West Bancorporation, Great Southern .
- Independent consultant: Pearl Meyer engaged over 2021–2024 for market comparisons and STI framework support .
Investment Implications
- Alignment/Retention: Crocker has substantial equity exposure (1.30% beneficial ownership) with significant vested options and unvested RSUs; no pledging and anti-hedging policy reduce misalignment risk . CIC terms include double-trigger RSU acceleration and single-trigger option acceleration, which could add selling pressure around change-of-control events .
- Near-term transition: Base salary amended to $250,000 and employment term ends Feb 15, 2026; planned retirement with immediate transition to non-employee director roles may lower operating execution risk while preserving institutional knowledge at the board level .
- Pay-for-performance: 2024 STI paid at 32% of base with equal weighting to PPNR and individual goals; Committee adjusted PPNR for one-time M&A expenses and securities gains but still below target, reflecting a conservative approach to payouts amid weaker performance . Strong use of RSUs with four-year vesting supports retention, but option acceleration terms introduce potential overhang in CIC scenarios .
- Performance backdrop: TSR and earnings decelerated in 2023–2024 (TSR ~$108) as PPNR and Net Income softened; compensation governance (96.25% say-on-pay) and independent comp oversight support investor confidence in pay discipline .
Disclaimer: Where present, revenue/financial performance values are taken from company disclosures; no S&P Global estimates were used in performance tables.