Thomas Trutna
About Thomas Trutna
Thomas Trutna, age 59, is an independent director of Bridgewater Bancshares, Inc. (BWB), serving on the board since 2005. He is President and Founder of Trutna Enterprises, Inc. d/b/a BIG INK (since 1999), a visual communications firm serving Fortune 1000 clients; prior roles include marketing and business management positions at General Mills and at Periscope, a Twin Cities advertising firm. He holds a B.S. from Minnesota State University, Mankato. Core credentials: entrepreneurial leadership, marketing, and local-market business network connectivity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills | Marketing/Business Management | Not disclosed | Consumer packaged goods brand experience |
| Periscope (advertising) | Marketing/Business Management | Not disclosed | Agency-side branding and communications insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BIG INK (Trutna Enterprises, Inc.) | President & Founder | 1999–present | Visual communications solutions for Fortune 1000; strong ties to local business leaders |
Board Governance
| Committee | Role | Meetings in 2024 | Independence | Notes |
|---|---|---|---|---|
| Audit Committee | Member | 8 | Independent (Nasdaq/SEC standards) | Audit charter duties include reviewing conflicts under Code of Business Conduct and Ethics |
| Nominating & ESG Committee | Member | 2 | Independent | Oversees director nominations, board composition, succession, and ESG strategy |
- Independence: The Board determined Trutna is independent under Nasdaq and SEC rules; only Baack and Shellberg are non-independent .
- Attendance: Board held 13 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the virtual annual meeting .
- Board structure: Lead Independent Director role (David Juran) with executive sessions of independent directors held twice in 2024; board declassification in progress through 2026 .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($, grant-date fair value) | Committee Chair Fees ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 40,000 | 40,712 | — | — | 80,712 |
- Non-employee directors receive a quarterly retainer of $20,000, typically paid half in cash and half in fully vested stock awards (with annual election option for all-stock); travel stipend of $1,000 applies only to out-of-state travel; Audit Chair receives an additional $5,000 per quarter (applies to Parish, not Trutna) .
- Director stock ownership guidelines: 4× annual cash retainer ($40,000) within five years; all non-employee directors have achieved or are making appropriate progress toward compliance within allowed periods .
Performance Compensation
- Non-employee directors do not receive performance-based compensation; equity grants to directors are fully vested and not tied to metrics .
Other Directorships & Interlocks
| Entity | Type | Role/Interest | Potential Conflict | Financial Terms |
|---|---|---|---|---|
| Bridgewater Properties Greenwood, LLC (“Greenwood”) | Real estate LLC | Member; owns 12.5% interest (with Baack, Shellberg, Johnson, Juran, Urness also at 12.5% each) | Related-party lease of Bank’s Greenwood branch; appearance-of-conflict risk mitigated via 2020 special committee review and approval | Rent paid: ~$275k (2023) and ~$288k (2024); remaining current-term payable ~$464k through Aug 1, 2026 |
- Additional related-party relationships exist with other directors (e.g., Colliers Mortgage/Securities; North Shore Development Partners), not involving Trutna directly, but relevant for overall board conflict oversight .
Expertise & Qualifications
- Entrepreneurial operator (BIG INK) with long-standing local business ties and branding/communications experience .
- Committee experience on Audit (financial literacy) and Nominating & ESG (board composition, succession, ESG oversight) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged | Notes |
|---|---|---|---|---|
| Thomas Trutna | 101,521 | <1% | Not disclosed as pledged | Based on 27,596,315 shares outstanding at record date |
- Footnotes in the ownership table explicitly disclose pledging for several directors (Baack, Chybowski, Johnson, Shellberg, Urness); no pledging footnote for Trutna was provided .
Governance Assessment
- Committee effectiveness: Trutna’s roles on Audit and Nominating & ESG place him at the center of financial oversight, conflicts review under the Code, director nominations, succession, and ESG strategy—key for controlling risk and aligning governance practices with investor expectations .
- Independence and engagement: Independent status, service on independent-only committees, and ≥75% attendance norms support board reliability; presence in executive sessions (via independent director cohort) enhances candid oversight .
- Ownership alignment: Personal stake of 101,521 shares, plus board-level ownership guidelines requiring 4× cash retainer, signal alignment; board reports all non-employee directors have met or are progressing toward guidelines .
- Conflicts & related-party exposure: Membership interest in Greenwood leasing arrangement is a governance sensitivity. Mitigations include special committee approval in 2020, arm’s-length terms assertion, and Audit Committee conflict review responsibility. Nonetheless, continued monitoring is warranted, especially as lease payments persist through 2026. RED FLAG: ongoing related-party lease where multiple directors (including Trutna) share economic interest; while mitigated, it remains a perception risk for some investors .
- Compensation structure: Director pay is simple and largely fixed (cash + fully vested stock), with no meeting fees or options and limited stipends; use of independent consultant for benchmarking supports pay discipline .
- Board refresh & leadership: Declassification underway by 2026 and established Lead Independent Director role improve accountability and independent oversight; regular evaluation and skills matrix review indicate governance maturity .
Implications: Trutna’s long tenure and operational/marketing expertise strengthen board breadth, while his Greenwood LLC interest introduces a recurring related-party optic. The board’s mitigations (special committee review, Audit oversight) and independent committee service reduce, but do not eliminate, perceived conflict risk. Overall governance signals—independence, attendance, ownership, and declassification—are positive for investor confidence, with targeted scrutiny advised on related-party transactions and periodic reassessment of board composition to balance tenure and refresh .