Contract analysis

ARTICLE I — PURPOSE The Governance & Nominating Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Belmont Ridge Bank NA ("BRB" or the "Bank"), a national banking association chartered by the Office of the Comptroller of the Currency (the "OCC") under Charter Number 24-0738. BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corpora

1. Director Identification and Nomination. To identify, evaluate, and recommend to the Board qualified individuals for nomination as directors of BRB and BRFG, taking into account the evolving needs of the Bank, applicable regulatory expectations, and the diversity of skills, backgrounds, and perspectives necessary for effective board oversight of a complex financial institution.

2. Corporate Governance Guidelines. To develop, maintain, and recommend to the Board corporate governance guidelines and principles applicable to BRB, ensuring that such guidelines reflect sound governance practices, regulatory requirements, and evolving industry standards.

3. Board and Committee Evaluations. To oversee the evaluation of the Board, its standing committees, and individual directors, including the design and implementation of evaluation methodologies and the reporting of evaluation results and recommendations to the full Board.

4. Director Skill-Matrix Framework. To develop and maintain a comprehensive director skill-matrix framework (the "Skill Matrix") to ensure that the Board possesses the collective competencies, expertise, and experience areas required for effective oversight of a national banking association with total consolidated assets exceeding $10 billion. The Skill Matrix shall be used to guide director recruitment priorities an

5. Committee Chair Succession Planning. To establish and oversee a formalized succession planning process for committee chairs and Board leadership positions, including the positions of Board Chair and Lead Independent Director, in order to promote continuity of leadership, orderly transitions, and alignment of leadership qualifications with the Bank's governance needs.

6. Governance Compliance Oversight. To oversee governance practices to ensure compliance with all applicable laws and regulations, including without limitation the rules and regulations of the OCC, the Federal Reserve, the Federal Deposit Insurance Corporation (the "FDIC"), the Securities and Exchange Commission (the "SEC"), the Nasdaq listing standards, the OCC's heightened standards for national banks with total as

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Number of Members The Committee shall consist of no fewer than four (4) members of the Board. The Board may, in its discretion, appoint additional members to the Committee from time to time, provided that each such member satisfies the independence requirements set forth in Section 2.2 of this Charter. As of the date of this Charter, the Committee is composed of four (4) members, all of whom satisfy the

Section 2.2 — Independence Requirements Each member of the Committee shall satisfy the independence requirements applicable to the Committee, as determined by the Board. Specifically, each member of the Committee must be "independent" as defined by each of the following standards: (a) Nasdaq Listing Rule 5605(a)(2). Each member must qualify as an "independent director" under Nasdaq Listing Rule 5605(a)(2) and the rel

Section 2.3 — Appointment and Term Members of the Committee shall be appointed annually by the Board upon the recommendation of the Committee. Each Committee member shall serve until the earliest to occur of the following: (i) such member's successor is duly appointed by the Board; (ii) such member's resignation from the Committee; or (iii) such member ceasing to be a member of the Board for any reason, including exp

Section 2.4 — Chair The Board shall designate a Committee Chair from among the Committee's independent members. The Committee Chair shall have the following responsibilities: (a) Preside at all meetings of the Committee, including executive sessions held without management present. (b) Set the agenda for each meeting of the Committee in consultation with the General Counsel and Corporate Secretary of the Bank (curren

Section 2.5 — Qualifications Members of the Committee should collectively possess experience and expertise in one or more of the following areas: corporate governance, legal and regulatory compliance, financial services and banking, executive leadership, risk management, human capital management, public-company board service, or other areas relevant to the oversight of a nationally chartered bank with total consolida

ARTICLE III — DUTIES AND RESPONSIBILITIES The Committee shall have the following duties and responsibilities, in addition to any other duties that may be delegated to the Committee by the Board from time to time consistent with this Charter, the Bank's bylaws, and applicable law.

Section 3.1 — Director Identification, Evaluation, and Nomination 3.1(a) — Identification of Candidates The Committee shall develop and maintain criteria for identifying prospective director candidates. In developing such criteria, the Committee shall consider the diversity of background, experience, skills, and perspectives that candidates would bring to the Board, as well as the current and anticipated needs of the

Section 3.2 — Corporate Governance Guidelines The Committee shall develop, periodically review, and recommend to the Board corporate governance guidelines for the Bank. The Bank's current corporate governance guidelines are the Amended and Restated Corporate Governance Guidelines, which are being updated from the version last amended in March 2022 as part of the governance remediation process. The Committee shall rev

Section 3.3 — Committee Chair Succession Planning This Section 3.3 is a new provision adopted in response to Finding 4 of OCC Matters Requiring Attention letter SA-2024-0315 (November 15, 2024) and the related observations in Federal Reserve supervisory letter SR-BHC-2024-1107 (December 3, 2024). The Committee shall establish and oversee a formalized succession planning process for each Board committee chair position

Section 3.4 — Annual Review of Director Qualifications and Board Composition This Section 3.4 is an enhanced provision adopted in response to Finding 4 of OCC Matters Requiring Attention letter SA-2024-0315 (November 15, 2024) and the related observations in Federal Reserve supervisory letter SR-BHC-2024-1107 (December 3, 2024). The Committee shall conduct a comprehensive annual review of the qualifications, performa

Section 3.5 — Board and Committee Evaluation Oversight The Committee shall oversee the annual self-evaluation process for the full Board and for each standing committee of the Board. The Committee shall be responsible for designing and implementing the evaluation process, including the following: (a) Evaluation Criteria and Methodology. The Committee shall establish evaluation criteria and methodology appropriate to

Section 3.6 — Director Orientation and Continuing Education The Committee shall oversee the development and administration of an orientation program for newly elected or appointed directors. The orientation program shall include, at a minimum, sessions covering the Bank's business strategy, organizational structure, risk profile and risk appetite framework, regulatory environment, financial condition and performance,

Section 3.7 — Governance-Related Regulatory Compliance The Committee shall monitor the Bank's compliance with governance-related regulatory requirements, including without limitation the following: (a) OCC regulations and guidance applicable to the governance of national banking associations, including the OCC's heightened standards (12 C.F.R. Part 30, Appendix D) and related supervisory guidance; (b) Federal Reserve

Section 3.8 — Shareholder Engagement on Governance Matters The Committee shall oversee the Bank's engagement with shareholders on corporate governance matters. Such engagement shall include both off-season outreach to significant institutional shareholders and proxy-season engagement in connection with the annual meeting of shareholders. The Committee shall coordinate with the Bank's proxy solicitor, Whitfield Greer

Section 3.9 — Related Party Transactions and Conflicts of Interest The Committee shall review and approve or ratify related party transactions as required by the Bank's Related Party Transaction Policy (as in effect from time to time) and applicable Nasdaq listing standards. For purposes of this Section 3.9, "related party transactions" shall have the meaning set forth in Item 404 of Regulation S-K promulgated under

Section 3.10 — Other Responsibilities In addition to the duties and responsibilities set forth above, the Committee shall: (a) Review and recommend changes to the Bank's Board committee structure, including the creation, consolidation, or dissolution of standing or ad hoc committees, as appropriate in light of the Bank's governance needs, regulatory requirements, and industry best practices. (b) Review the charters o

ARTICLE IV — MEETINGS AND PROCEDURES

Section 4.1 — Frequency The Committee shall meet at least four (4) times per year, at such times and places as the Committee Chair shall determine. The Committee shall schedule its regular meetings to align, to the extent practicable, with the Board's regular meeting schedule, so that the Committee may report promptly to the full Board on matters discussed and actions taken. Additional meetings may be called at any t

Section 4.2 — Quorum and Voting A quorum for the transaction of business at any meeting of the Committee shall consist of a majority of the members of the Committee then in office. Actions of the Committee shall be taken by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote. The Committee may also act by unanimous writt

Section 4.3 — Attendance Members of the Committee are expected to attend all regularly scheduled meetings of the Committee. Attendance at Committee meetings shall be considered as part of the annual director evaluation process described in Section 3.4 of this Charter. Members may participate in meetings by telephone or videoconference to the extent permitted by the Bank's bylaws and applicable law, provided that all

Section 4.4 — Agenda and Materials The Committee Chair, in consultation with the General Counsel and Corporate Secretary, shall establish the agenda for each meeting of the Committee. Any member of the Committee may suggest items for inclusion on the agenda by communicating with the Committee Chair or the Corporate Secretary in advance of the meeting. Meeting materials, including the agenda, background memoranda, rep

Section 4.5 — Reports to the Board The Committee Chair shall report to the full Board at the next regularly scheduled Board meeting following each Committee meeting on the matters discussed and actions taken by the Committee. Such reports shall include a summary of the key topics considered, any recommendations made by the Committee, and any matters requiring Board action or attention. The Committee shall provide the

ARTICLE V — RESOURCES AND AUTHORITY

Section 5.1 — Authority to Retain Advisors The Committee shall have the sole authority to retain and terminate legal counsel, executive search firms, consultants, and other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee shall not be required to obtain the approval of the Board or management before engaging any such advisors, provided that the Committee

Section 5.2 — Access to Information and Personnel The Committee shall have full and unrestricted access to the Bank's books, records, facilities, and personnel as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. No officer, employee, or agent of the Bank shall withhold or delay the production of any information requested by the Committee, and any such request shall be t

Section 5.3 — Coordination with Holding Company The Committee shall coordinate its activities, as appropriate, with the governance and nominating function at the holding-company level (BRFG), recognizing the substantial overlap in board composition between BRB and BRFG. As of the date of this Charter, eleven (11) of thirteen (13) Bank directors also serve on the board of directors of BRFG. Such coordination shall inc

ARTICLE VI — ANNUAL REVIEW OF CHARTER The Committee shall review and assess the adequacy of this Charter at least annually to ensure that it remains consistent with the Committee's duties and responsibilities, the Bank's governance needs, and applicable legal and regulatory requirements. The Committee shall recommend any proposed amendments to this Charter to the Board for approval. In conducting its annual review, t

ARTICLE VII — EFFECTIVE DATE This Amended and Restated Charter of the Governance & Nominating Committee of the Board of Directors of Belmont Ridge Bank NA shall become effective upon adoption by the Board of Directors of the Bank by the affirmative vote of a majority of the directors then in office. Upon adoption of this Amended and Restated Charter, the prior Governance & Nominating Committee Charter, last amended i

1. Each director should self-identify areas of significant experience or expertise by placing an "X" or other appropriate indicator in the corresponding cell.

2. The Committee Chair and Corporate Secretary should review and supplement the self-assessments based on each director's biographical information, professional background, and demonstrated contributions to Board and committee deliberations.

3. The Committee should review the completed matrix to identify areas of concentration (where multiple directors possess expertise) and gaps (where few or no directors possess expertise).

4. Identified gaps should be prioritized in the Committee's director recruitment and succession planning activities.

5. The matrix should be updated whenever Board composition changes and presented to the full Board at least annually. Note: The "Diversity Dimensions" column is intended to capture self-identified information regarding gender, race/ethnicity, age range, and geographic background, consistent with applicable law and the Bank's commitment to Board diversity. Completion of this column is voluntary. APPENDIX B — COMMITTEE

1. The Committee shall complete and update the table below for each committee chair and Board leadership position.

2. For each position, the Committee should identify at least one potential successor from among the current independent directors.

3. The "Key Qualifications of Potential Successor(s)" column should reference the competency categories in the Skill Matrix and any other relevant qualifications.

4. The "Development / Transition Notes" column should describe any steps recommended to prepare the potential successor for the role, such as committee membership rotation, mentoring, or additional education.

5. The succession plan should be reviewed by the Committee at least annually and presented to the full Board in executive session. Note: This template is intended to be completed with specific, actionable information. The Committee should consider the staggering of chair transitions to avoid simultaneous turnover in multiple leadership positions, anticipated director retirements, term limits (if adopted), and regulat