Nick Place
About Nick Place
Nick Place, age 40, is Chief Banking Officer at Bridgewater Bancshares (Bridgewater Bank’s parent). He has been with the company since 2007, previously serving as Chief Lending Officer (2015–2024) and before that as Vice President of Commercial Lending; earlier roles included Ameriprise Financial with his banking start at Wells Fargo. He holds B.A. and B.S. degrees from the University of St. Thomas and is an alumnus of the Graduate School of Banking at Colorado; he currently serves on the boards of Rethos Places Reimagined and Minnesota Housing Partnership and is a frequent commercial real estate panelist. Company performance context: 2024 Net Income was $32.8m and PPNR $45.9m, tangible book value per share grew 5.1% to $13.49, and the 2021–2024 cumulative TSR proxy tracking measure stood at 108.17; executive pay design emphasizes PPNR and individual goals.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bridgewater Bancshares / Bridgewater Bank | Chief Banking Officer | 2024–present | Oversees client growth and relationship management across lending, treasury, deposits, and marketing; developed specialty loan products aligned to market demand. |
| Bridgewater Bancshares / Bridgewater Bank | Chief Lending Officer | 2015–2024 | Led lending teams and active loan portfolio; chaired growth in specialty lending. |
| Bridgewater Bancshares / Bridgewater Bank | Vice President, Commercial Lending | 2007–2015 (prior to 2015) | Originated commercial loans; progressed to senior leadership. |
| Ameriprise Financial; Wells Fargo | Analyst/Associate; Banker (early career) | Pre-2007 | Foundational finance and banking experience prior to joining Bridgewater. |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rethos Places Reimagined | Board member | Current | Community and economic development advocacy linked to real estate ecosystem. |
| Minnesota Housing Partnership | Board member | Current | Affordable housing policy and development engagement; relevant to CRE lending landscape. |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 350,000 | 350,000 |
| All Other Compensation ($) | 37,562 | 38,425 | 39,393 |
| Perquisites (incl. auto, health club, BOLI value, exec physicals) ($) | — | — | 15,243 |
| Company 401(k) match + profit sharing ($) | — | — | 24,150 |
Notes: Perquisites and 401(k) details are shown for 2024; NEOs participate in standard health and welfare benefits with certain executive enhancements (e.g., Mayo Clinic exam) and receive BOLI split-dollar benefits.
Performance Compensation
- Program design: Short-Term Incentive (STI) is 50% Company PPNR and 50% individual goals; 2024 NEO target was 60% of base salary (CEO 75%); Long-Term Incentive (LTI) uses RSUs with four-year ratable vesting; options are granted periodically (last option grant in 2022).
2024 STI Plan Structure (Company-wide)
| Performance Level | PPNR (000s) | Payout % |
|---|---|---|
| < Threshold | < 39,113 | 0% |
| Threshold | 39,113 | 50% |
| Target | 57,365 | 100% |
| Maximum | 63,102 | 150% |
- Committee used Adjusted PPNR for 2024 excluding one-time acquisition expenses and including a one-time securities gain; Adjusted PPNR met threshold but not target; importantly, threshold would have been met even without adjustments.
2024 STI Outcome – Nick Place
| Item | Value |
|---|---|
| Base Salary ($) | 350,000 |
| Target Opportunity (% of base) | 60% |
| Target Opportunity ($) | 210,000 |
| PPNR Component Paid ($) | 75,108 |
| Individual Performance Paid ($) | 24,892 |
| Total STI Paid ($) | 100,000 |
| Total STI as % of base | 29% |
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | Feb 2, 2024 | 7,799 | 92,730 | 25% annually over 4 years; double-trigger CoC and death/disability acceleration as specified. |
| RSUs | Feb 2, 2023 | 7,761 (unvested at 12/31/24) | 161,310 (2023 stock awards) | 25% annually over 4 years; same acceleration terms. |
| RS/RSUs | Dec 6, 2021 | 2,029 (unvested at 12/31/24) | — | 25% annually over 4 years; same acceleration terms. |
Option awards outstanding (as of 12/31/2024):
| Grant Date | Exercise Price ($) | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|---|
| Oct 1, 2017 | 7.47 | 150,000 | — | Sep 30, 2027 |
| Dec 6, 2019 | 12.92 | 21,000 | — | Dec 6, 2029 |
| Feb 1, 2022 | 17.50 | 25,000 | 25,000 | Feb 1, 2032 |
- Vesting mechanics: 2017 options vest 20% annually over five years; 2019/2022 options vest 25% annually over four years. Options accelerate on change in control or death; RSUs accelerate upon involuntary termination or good reason in connection with change in control, or upon death/disability.
- 2024 realized: Place exercised 10,000 options for $100,200 value and had 7,342 RSUs vest for $102,706.
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 318,971 shares (1.15% of class). |
| Shares outstanding reference | 27,596,315 shares at record date (for % calc). |
| Breakdown (footnote) | 208,500 options exercisable within 60 days; excludes 12,500 options still vesting; excludes 20,289 RSUs not vesting within 60 days; includes 9,300 held jointly with spouse and 7,500 in spouse’s IRA. No pledged shares disclosed for Mr. Place. |
| Unvested equity at 12/31/24 | RSUs unvested: 2,029 (2021 grant), 7,761 (2023), 7,799 (2024); market values $27,412, $104,851, $105,364 respectively (at $13.51). |
| Insider trading policy | Open trading windows post-earnings; strict anti-hedging for all employees and directors. |
| Executive ownership guidelines | Not adopted for NEOs given significant existing ownership and retention; monitored by the Committee. |
Implications for selling pressure:
- Meaningful exercisable options (196,000 total exercisable as of 12/31/24) and annual RSU vesting could create periodic liquidity events; Place exercised 10,000 options in 2024, indicating willingness to monetize selectively.
Employment Terms
| Term | Key Points |
|---|---|
| Employment agreement | Effective Jan 1, 2022; initial 3-year term for Mr. Place with automatic 1-year renewals thereafter unless either party gives 90 days’ notice. |
| Non-compete / Non-solicit | 12-month post-termination non-compete within 25 miles of company/bank locations; non-solicitation of customers/employees. |
| Severance (no CoC) | If terminated without cause or resigns for good reason: cash severance equal to 100% of base salary (12 months), plus employer-paid COBRA at active rates for up to 18 months if elected. |
| Change-in-control (double trigger) | If within 6 months prior to or 24 months post-CoC: lump-sum cash of 200% of “base compensation” (base salary + most recent cash bonus), plus employer-paid COBRA; equity accelerates per plan. |
| Estimated payouts (12/31/24) | No CoC termination: $350,000 cash + $39,353 COBRA; CoC double-trigger: $900,000 cash + $39,353 COBRA + $237,627 RSU acceleration + $918,390 option acceleration (assumes $13.51/share). |
| Clawback | Formal clawback policy covering bonus and equity for restatements and specified misconduct. |
Compensation Structure Analysis
- Mix and pay-for-performance: 2024 STI paid at 29% of base for Place versus 60% target, reflecting threshold-level Company PPNR and modest individual qualitative awards; LTI delivered as RSUs with four-year vesting supports retention and shareholder alignment.
- Risk controls: No hedging; formal clawback; options not repriced without shareholder approval; no single-trigger vesting on CoC for RSUs; executive ownership guidelines not required given significant insider stakes.
- Peer benchmarking: Compensation Committee uses a 21-bank peer group (e.g., Lakeland Financial, Byline Bancorp, ConnectOne, QCR, Nicolet, Midland States) to calibrate pay levels and design; 2024 say-on-pay support was 96.25%.
Investment Implications
- Alignment: Place owns ~1.15% of shares with sizable vested options and unvested RSUs; no pledging disclosed, anti-hedging in force—favorable alignment and lower governance risk.
- Retention vs. mobility: Four-year RSU vesting and reasonable severance (1x salary; 2x base+bonus on double-trigger CoC) balance retention and shareholder protection; non-compete/non-solicit reduce immediate flight risk.
- Incentive quality: STI’s 50% PPNR focus supports core profitability discipline; below-target 2024 payouts demonstrate willingness to pay for results amidst headwinds.
- Trading/supply watch: With 196k options already exercisable and annual RSU vesting, monitor Form 4s around windows for potential incremental selling pressure; 2024 saw a 10k-option exercise.