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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: File — Matter No. 1045-00002

FROM: Yuki Nakamura, Lead Associate, Litigation (General) Practice Group, Calderwood & Harkness LLP

REVIEWED BY: Philip Hartmann, Responsible Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP

DATE: February 12, 2025

RE: Compliance with Article VII of OCC Consent Order No. OCC-2025-003 — Independent Consultant Selection and OCC Non-Objection Process

CLIENT: Belmont Ridge Bank National Association (OCC Charter No. 48271; FDIC Certificate No. 31845)

C&H MATTER NO.: 1045-00002

This memorandum is prepared as attorney work product in anticipation of litigation or regulatory proceedings and is subject to the protections of the attorney-client privilege and the work-product doctrine. It is intended solely for use by the attorneys and professional staff of Calderwood & Harkness LLP in connection with the firm's representation of Belmont Ridge Bank National Association. This memorandum should not be disclosed to any third party without the prior written authorization of the Responsible Partner.

I. Purpose of Memorandum

This memorandum documents the work performed by Calderwood & Harkness LLP ("C&H" or the "Firm") in ensuring that Belmont Ridge Bank National Association ("BRB" or the "Bank") achieved full and timely compliance with the independent consultant selection and engagement requirements set forth in Article VII of Consent Order No. OCC-2025-003 (the "Consent Order"), issued by the Office of the Comptroller of the Currency (the "OCC") on January 15, 2025. Specifically, this memorandum addresses the process by which C&H identified, evaluated, and recommended an independent consultant candidate; the formal submission to the OCC seeking non-objection to the proposed engagement; the OCC's response granting non-objection; and the subsequent execution of the engagement agreement and ancillary documentation.

This memorandum further records the complete timeline of the non-objection process, from the initial identification of prospective independent consultant candidates through the execution of the engagement agreement with Thornfield Consulting Group LLC ("Thornfield"), for the Firm's internal file. The record established herein is intended to support any future regulatory inquiries, OCC examination readiness activities, or supervisory discussions concerning BRB's compliance with the terms and conditions of the Consent Order, including any requests from the OCC for documentation of BRB's compliance efforts in the event of a targeted or comprehensive examination.

This memorandum is prepared as attorney work product in connection with C&H's representation of BRB and is intended to be protected by the attorney-client privilege and the work-product doctrine. The analysis and conclusions contained herein reflect the professional judgment of C&H attorneys and should be treated accordingly for purposes of privilege and confidentiality.

II. Background

A. Consent Order Overview

On January 15, 2025 (the "Effective Date"), the Office of the Comptroller of the Currency issued Consent Order No. OCC-2025-003 against Belmont Ridge Bank National Association, a nationally chartered bank headquartered in Stamford, Connecticut. The Consent Order was issued pursuant to 12 U.S.C. § 1818(b) and was the product of a negotiated resolution between BRB and the OCC following an extended period of supervisory engagement, including prior enforcement actions that had not been satisfactorily remediated by the Bank.

The Consent Order cited significant deficiencies in BRB's Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") compliance program and its Office of Foreign Assets Control ("OFAC") sanctions compliance program. The OCC's findings were based upon examinations conducted during 2023 and 2024, information gathered through the OCC's ongoing supervisory process, and self-reporting by the Bank in connection with prior supervisory actions.

The Consent Order identified five core deficiency categories, each representing a material weakness in BRB's compliance infrastructure:

1. Inadequate OFAC Sanctions Screening Protocols. The OCC found that BRB's OFAC sanctions screening protocols were materially deficient, particularly with respect to transaction flows originating through BRB's banking-as-a-service ("BaaS") partnership with NovaPay Technologies Inc. ("NovaPay"), a fintech payments platform. The OCC determined that approximately twelve percent (12%) of NovaPay wire transfer and Automated Clearing House ("ACH") transactions were not subjected to OFAC screening during calendar year 2023 — representing approximately 3,800,000 of the total 31,700,000 NovaPay transactions processed through BRB's systems during that period. The screening gap was attributable to deficiencies in the integration between NovaPay's origination platform and BRB's OFAC screening engine, which failed to capture certain transaction types routed through a secondary API endpoint that had been deployed by NovaPay without adequate coordination with BRB's compliance infrastructure.

2. Deficient SAR Filing Timeliness and Quality. The OCC identified significant deficiencies in BRB's Suspicious Activity Report ("SAR") filing process, including both timeliness and quality of filings. As of September 2024, BRB maintained a backlog of approximately 2,400 unreviewed transaction monitoring alerts, representing cases that had been generated by BRB's automated monitoring systems but had not been dispositioned by BSA/AML analysts within the required timeframes. The average time from alert generation to SAR filing for cases ultimately determined to be reportable was approximately seventy-eight (78) days, significantly exceeding the thirty (30)-day regulatory expectation established by FinCEN guidance and OCC supervisory expectations. The OCC attributed these deficiencies to inadequate staffing levels within BRB's BSA/AML compliance unit, insufficient quality control processes, and a lack of escalation procedures for aging alerts.

3. Insufficient CDD/EDD for High-Risk Customers Onboarded Through Fintech Partners. The OCC found that BRB's Customer Due Diligence ("CDD") and Enhanced Due Diligence ("EDD") procedures were insufficient with respect to high-risk customers onboarded through BRB's fintech partnership channels. Approximately 47,000 accounts onboarded through fintech partners — including but not limited to NovaPay — lacked adequate CDD documentation, and a material subset of these accounts met the criteria for EDD but had not been subjected to enhanced review. The OCC noted that BRB had relied excessively on fintech partners' own onboarding processes without implementing adequate independent verification or oversight procedures at the bank level.

4. Inadequate Model Validation for Transaction Monitoring System. The OCC determined that BRB's transaction monitoring system — Veridian TMS v.8.3, a third-party platform deployed across BRB's core banking operations — had not been independently validated since March 2021, and that the system's tuning parameters (including thresholds, rules, and typologies) had not been updated since October 2022. The absence of timely independent model validation was inconsistent with OCC Bulletin 2011-12 (Supervisory Guidance on Model Risk Management) and raised concerns regarding the system's effectiveness in detecting suspicious activity, particularly in light of the significant growth in BRB's fintech/BaaS transaction volumes during the intervening period.

5. Board-Level Oversight Deficiencies. The OCC found that BRB's Board of Directors had failed to exercise adequate oversight over the Bank's BSA/AML and OFAC compliance programs. Specifically, the Board had not established a dedicated Compliance Committee (as distinguished from the Audit Committee, which had been tasked with compliance oversight on an ad hoc basis), and the BSA/AML reporting metrics provided to the Board were insufficient in scope and frequency. The OCC noted that the Board received only quarterly summary reports that lacked sufficient granularity regarding alert volumes, SAR filing timelines, backlog trends, model validation status, and fintech partnership risk indicators.

In addition to the remediation requirements set forth in the Consent Order, the OCC assessed a civil money penalty ("CMP") of $14,500,000 against BRB, payable within sixty (60) days of the Effective Date. The CMP payment deadline is therefore March 16, 2025. As of the date of this memorandum, C&H understands from BRB's General Counsel, Gregory Nardone, that BRB intends to remit the CMP in full by the deadline and has reserved the necessary funds.

The Consent Order represented an escalation of prior OCC supervisory actions against BRB. Specifically, the OCC had issued a Matter Requiring Attention ("MRA") in June 2022 regarding deficiencies in BRB's BSA/AML transaction monitoring capabilities, and a Matter Requiring Immediate Attention ("MRIA") in November 2023 regarding OFAC screening gaps identified during the OCC's supervisory cycle. Both the MRA and the MRIA required BRB to take specific corrective actions within prescribed timeframes. The OCC concluded that BRB's remediation of both the MRA and the MRIA was insufficient, and that the continuing nature and severity of the deficiencies warranted formal enforcement action. The progression from MRA to MRIA to Consent Order reflects a significant escalation in the OCC's supervisory posture and underscores the seriousness with which the OCC views the Bank's compliance deficiencies.

B. Article VII — Independent Consultant Requirement

Article VII of the Consent Order requires BRB to engage an independent consultant, acceptable to the OCC, to conduct a comprehensive assessment of BRB's BSA/AML and OFAC compliance program and to validate the Bank's remediation efforts undertaken in response to the Consent Order's findings. The independent consultant requirement is a standard element of OCC enforcement actions involving significant BSA/AML deficiencies and reflects the OCC's determination that independent, third-party verification of the Bank's remediation is necessary to ensure the adequacy and sustainability of corrective measures.

The Consent Order established a deadline of February 15, 2025, for engagement of the independent consultant. Importantly, Article VII conditions the engagement upon prior OCC non-objection to the selected firm. The non-objection process requires the Bank to identify a proposed independent consultant, submit the consultant's qualifications and proposed scope of engagement to the OCC for review, and receive written confirmation from the OCC that it does not object to the proposed engagement before the Bank may formally execute the engagement agreement. This process is designed to ensure that the OCC has an opportunity to evaluate the independence, qualifications, and suitability of the proposed consultant before work commences.

Article VII specifies that the independent consultant must satisfy three core requirements. First, the consultant must be independent from BRB, meaning that the consulting firm and its key engagement personnel have no prior consulting, auditing, or advisory relationships with BRB that would create a conflict of interest or impair the consultant's objectivity. Second, the consultant must possess demonstrated expertise in BSA/AML and OFAC compliance program assessments for banking institutions, with particular emphasis on the specific areas of deficiency identified in the Consent Order. Third, the consultant must have no disqualifying conflicts of interest, including current engagements with entities that could compromise the consultant's independence or objectivity in assessing BRB's compliance program.

The mandate assigned to the independent consultant under Article VII is comprehensive in scope and encompasses four principal work streams:

(i) A comprehensive BSA/AML and OFAC program assessment, covering all material elements of BRB's compliance program, including policies and procedures, organizational structure, staffing, training, risk assessment, transaction monitoring, sanctions screening, SAR filing, CDD/EDD, and board/management oversight;

(ii) A gap analysis identifying specific areas in which BRB's compliance program does not meet regulatory requirements, OCC supervisory expectations, or industry best practices, with particular focus on the five deficiency categories identified in the Consent Order;

(iii) Ongoing monitoring and validation of BRB's remediation efforts throughout the engagement period, including periodic assessments of the adequacy, completeness, and sustainability of corrective actions implemented by the Bank; and

(iv) Delivery of a final validation report to the OCC, documenting the independent consultant's findings, conclusions, and assessment of BRB's compliance posture at the conclusion of the engagement period, which will serve as a critical input to the OCC's determination of whether BRB has satisfactorily remediated the deficiencies identified in the Consent Order.

C. Engagement of Calderwood & Harkness

Calderwood & Harkness LLP was engaged by BRB on February 10, 2025, to serve as the Bank's primary outside counsel in connection with BSA/AML and sanctions compliance-program uplift, remediation strategy, regulatory engagement with the OCC, and oversight of the independent consultant engagement. The scope of C&H's engagement encompasses legal advice on all aspects of the Bank's response to the Consent Order, including but not limited to remediation planning and implementation, regulatory communications, independent consultant management, privilege protection, and examination readiness.

C&H's engagement superseded BRB's prior outside regulatory counsel, Drayton Mercer LLP, located at 55 East 52nd Street, Suite 3100, New York, NY 10055. Drayton Mercer had been serving as BRB's outside counsel for regulatory and compliance matters, with Helen Frazier as lead partner on the BRB engagement. BRB terminated its engagement with Drayton Mercer in January 2025 following issuance of the Consent Order, based on the Bank's determination that a change in outside counsel was necessary to implement an effective remediation strategy and manage the complex regulatory engagement required under the Consent Order. C&H has not reviewed the circumstances of Drayton Mercer's prior representation and expresses no opinion on the quality or adequacy of Drayton Mercer's prior advice.

Philip Hartmann, Responsible Partner in C&H's Banking & Finance Practice Group, serves as the lead partner on the BRB engagement and has primary responsibility for all aspects of the Firm's representation, including strategic direction, regulatory engagement, and client relationship management. The C&H engagement team also includes Marcus Delgado and Carlos Espinoza, who are supporting the engagement under Mr. Hartmann's supervision.

III. Independent Consultant Candidate Identification and Evaluation

A. Candidate Identification Process

Immediately upon the formal commencement of C&H's engagement on February 10, 2025, the Firm undertook an accelerated process for identifying independent consultant candidates qualified to serve under Article VII of the Consent Order. The compressed timeline for this process was dictated by the Consent Order's February 15, 2025 deadline for engagement of the independent consultant, which left minimal time between C&H's engagement date and the compliance deadline. The accelerated timeline required prioritization of candidate identification, evaluation, and recommendation within the first days of the engagement.

It should be noted, however, that the accelerated process was facilitated by preliminary discussions that had occurred prior to C&H's formal engagement. During the pre-engagement period in late January 2025, BRB's General Counsel, Gregory Nardone, and Philip Hartmann conducted preliminary discussions regarding potential independent consultant candidates, the selection criteria that would be applicable under Article VII, and the non-objection process required by the OCC. These preliminary discussions allowed for expedited evaluation once C&H's formal engagement commenced, as the universe of potential candidates had been narrowed and preliminary qualification assessments had been initiated.

Through a combination of C&H's existing knowledge of the BSA/AML consulting market, research into recent OCC enforcement actions involving independent consultant requirements, and inquiries to industry contacts, C&H identified three qualified consulting firms with demonstrated capabilities in BSA/AML and OFAC compliance program assessments for mid-to-large banking institutions. Each of the three firms had been identified as possessing the subject-matter expertise, organizational capacity, and professional credentials necessary to fulfill the independent consultant mandate set forth in Article VII. Notably, all three firms had prior experience serving as OCC-approved independent consultants in connection with consent orders or other formal enforcement actions, which was a significant consideration given the need to present a candidate likely to receive OCC non-objection without delay.

B. Evaluation Criteria

C&H evaluated the three identified candidates against a comprehensive set of criteria derived from the specific requirements of Article VII of the Consent Order, as well as general OCC supervisory guidance regarding the qualifications expected of independent consultants appointed under formal enforcement actions. The evaluation criteria were developed in consultation with Philip Hartmann and were designed to ensure that the recommended candidate would satisfy the OCC's expectations and be well-positioned to receive non-objection without conditions or delay. The criteria applied in the evaluation were as follows:

• Independence from BRB. The candidate must have no prior consulting, auditing, or advisory relationships with BRB that would create a conflict of interest or impair the consultant's independence and objectivity. This criterion encompasses both firm-level relationships (i.e., whether the consulting firm had previously been engaged by BRB in any capacity) and individual-level relationships (i.e., whether any members of the proposed engagement team had personal or professional relationships with BRB officers, directors, or key employees that could compromise objectivity).

• Demonstrated Expertise in BSA/AML Compliance, OFAC Sanctions Screening, Fintech/BaaS Compliance, and Transaction Monitoring Model Validation. The candidate must possess deep subject-matter expertise across all of the compliance domains implicated by the Consent Order's findings, with particular emphasis on OFAC sanctions screening protocols, BSA/AML program design and implementation, fintech and BaaS partnership compliance oversight, and the validation and tuning of automated transaction monitoring systems. Given the breadth of the Consent Order's findings, it was important that the recommended consultant possess expertise across all five deficiency categories, rather than specializing in only one or two areas.

• Sufficient Team Depth and Capacity. The candidate must possess sufficient professional staff depth and organizational capacity to complete the comprehensive assessment, gap analysis, ongoing monitoring, and final validation report within the twelve (12)-month timeframe established by Article VII. This criterion reflects the recognition that an engagement of this scope and complexity requires a dedicated team of experienced professionals, and that the consulting firm must be able to commit the necessary resources without compromising the quality or timeliness of the engagement.

• Prior Experience Serving as an OCC-Accepted Independent Consultant. While not a mandatory requirement under Article VII, prior experience serving as an OCC-accepted independent consultant in connection with formal enforcement actions was considered a significant positive factor, as it provides assurance that the candidate is familiar with the OCC's expectations, reporting requirements, and supervisory protocols for independent consultant engagements.

• Ability to Commence On-Site Assessment Promptly. Given the urgency of the remediation effort and the compressed timeline established by the Consent Order, the candidate must be able to mobilize an engagement team and commence the on-site assessment phase promptly following execution of the engagement agreement.

• Reasonable Fee Structure. The candidate's proposed fee structure must be reasonable and commensurate with the scope, complexity, and duration of the engagement. While cost was not the primary selection criterion, it was an important consideration in recommending a candidate to BRB's Board and management.

C. Recommendation of Thornfield Consulting Group LLC

Following a comparative evaluation of all three identified candidates against the criteria described above, C&H recommended Thornfield Consulting Group LLC ("Thornfield") as the independent consultant to be proposed to the OCC for non-objection under Article VII of the Consent Order. Thornfield is a Delaware limited liability company with principal offices at 200 Park Avenue South, 15th Floor, New York, NY 10003. The firm is a nationally recognized consulting practice specializing in financial crimes compliance, regulatory remediation, and risk management for financial institutions.

Thornfield's proposed engagement team for the BRB engagement consists of the following senior professionals:

• Dr. Vivian Castellano, Managing Director, Financial Crimes Advisory. Dr. Castellano would serve as the engagement lead and primary point of contact for the independent consultant engagement. Dr. Castellano has extensive experience in BSA/AML program assessments for federally chartered banks, including multiple prior engagements as an OCC-approved independent consultant. Her experience encompasses the full range of BSA/AML compliance program elements, including risk assessment, policies and procedures, organizational structure, SAR filing, CDD/EDD, transaction monitoring, and governance and oversight. Dr. Castellano holds a doctorate in economics and has published extensively on financial crimes compliance topics.

• Robert Eastman, Senior Director, AML Transaction Monitoring. Mr. Eastman specializes in transaction monitoring system validation and tuning, including the assessment of automated monitoring platforms, scenario and rule optimization, threshold calibration, above-the-line and below-the-line testing, and model risk management. His expertise is directly relevant to the Consent Order's finding regarding inadequate model validation of BRB's Veridian TMS v.8.3 platform.

• Jennifer Hwang, Director, Sanctions & OFAC Compliance. Ms. Hwang specializes in OFAC screening program design, gap analysis, and remediation for financial institutions, with particular expertise in the screening of complex transaction flows, including wire transfers, ACH transactions, and cross-border payments. Her experience is directly relevant to the Consent Order's finding regarding inadequate OFAC sanctions screening protocols, particularly in the context of fintech BaaS transaction flows.

• Nathaniel Burgess, Director, Fintech & Payments Compliance. Mr. Burgess specializes in compliance oversight for banking-as-a-service and fintech partnership arrangements, including the design and implementation of risk management frameworks for BaaS relationships, third-party risk management, and the integration of fintech partner operations into the bank's compliance program. His expertise is directly relevant to BRB's fintech partnership with NovaPay and the compliance challenges arising from that relationship.

Thornfield was recommended based on the strength of Dr. Castellano's engagement team credentials, the firm's prior experience with OCC-mandated independent consultant engagements (including, to C&H's knowledge, at least three prior engagements as an OCC-accepted independent consultant in BSA/AML enforcement matters within the preceding five years), and its specialized expertise in both OFAC sanctions compliance and fintech/BaaS compliance — areas that are directly responsive to the Consent Order's principal findings. Thornfield also demonstrated the organizational capacity to commit a dedicated team to the engagement for the full twelve-month period and proposed a fee structure that C&H considered reasonable in light of the scope and complexity of the engagement.

The detailed comparative analysis of all three candidates, including the specific factors supporting the selection of Thornfield and the reasons for not recommending the other two candidates, is set forth in C&H's separate Memorandum on Selection of Independent Consultant, dated February 10, 2025, which is maintained in the engagement file under C&H Matter No. 1045-00002 and is incorporated by reference herein. That memorandum contains attorney work product and is subject to the same privilege protections as this memorandum.

IV. OCC Non-Objection Submission

A. Submission to OCC

C&H, acting on behalf of BRB, submitted a formal letter to the OCC Northeastern District Office, located at 340 Madison Avenue, New York, NY 10017, seeking non-objection to the engagement of Thornfield Consulting Group LLC as the independent consultant pursuant to Article VII of Consent Order No. OCC-2025-003. The letter was addressed to Jonathan Frey, National Bank Examiner and Examiner-in-Charge ("EIC") for BRB, who serves as the OCC's primary supervisory point of contact for the Bank and who is responsible for oversight of BRB's compliance with the terms and conditions of the Consent Order.

The submission was made prior to February 5, 2025. The exact date of submission is documented in the OCC Correspondence Log & Tracking Memorandum maintained by C&H as part of the engagement file for Matter No. 1045-00002. The Correspondence Log serves as the Firm's authoritative record of all communications with the OCC in connection with the Consent Order and should be consulted for precise submission dates, confirmation of receipt, and related tracking information.

The submission package submitted to the OCC included the following components:

• A cover letter from C&H on behalf of BRB, identifying Thornfield Consulting Group LLC as the proposed independent consultant under Article VII, describing the basis for BRB's selection of Thornfield, and formally requesting the OCC's non-objection to the proposed engagement.

• A comprehensive description of Thornfield's qualifications, including the firm's background, areas of specialization, and relevant experience in BSA/AML and OFAC compliance program assessments for federally chartered banking institutions. The submission included detailed biographical information and professional credentials for each of the four senior members of Thornfield's proposed engagement team: Dr. Vivian Castellano (engagement lead), Robert Eastman, Jennifer Hwang, and Nathaniel Burgess.

• A summary of the proposed scope of engagement, aligned with the requirements of Article VII of the Consent Order, including a description of the four principal work streams (comprehensive program assessment, gap analysis, ongoing monitoring and validation, and final validation report) and the specific compliance domains to be addressed (OFAC sanctions screening, SAR filing, CDD/EDD, transaction monitoring model validation, and board/governance oversight).

• A description of proposed engagement terms, including a twelve (12)-month engagement duration (February 2025 through February 2026), a fixed fee of $6,500,000 plus reimbursable expenses capped at $400,000, for a total engagement cost not to exceed $6,900,000.

• A confirmation of Thornfield's independence from BRB, including a representation that Thornfield has no prior consulting, auditing, or advisory relationships with BRB, and that none of the members of Thornfield's proposed engagement team have disqualifying conflicts of interest. The independence confirmation was based on conflict checks conducted by both Thornfield and C&H.

• Thornfield's proposed assessment methodology and timeline, which outlined the key phases and milestones of the engagement, including: (a) commencement of the on-site assessment phase on or about March 1, 2025; (b) delivery of a preliminary gap assessment on or before April 15, 2025; (c) ongoing monitoring and validation activities throughout the engagement period; and (d) delivery of the final validation report on or before February 15, 2026.

The submission package was compiled by C&H in coordination with Thornfield and BRB's General Counsel, Gregory Nardone, and was reviewed and approved by Philip Hartmann prior to submission to the OCC.

B. OCC Review and Response

The OCC reviewed the submission through the Northeastern District Office under the supervision of Examiner-in-Charge Jonathan Frey. The OCC's review encompassed an evaluation of Thornfield's qualifications, the independence and conflict-of-interest representations, the proposed scope of engagement, and the alignment of the proposed engagement with the requirements of Article VII of the Consent Order.

On February 5, 2025, the OCC provided written non-objection to BRB's engagement of Thornfield Consulting Group LLC as the independent consultant under Article VII of Consent Order No. OCC-2025-003. The non-objection letter was issued by the Northeastern District Office and was addressed to BRB, with a copy to C&H as BRB's outside counsel. The original of the non-objection letter is maintained in the engagement file under C&H Matter No. 1045-00002.

Significantly, the OCC's non-objection letter did not impose any additional conditions or requirements beyond those already specified in Article VII of the Consent Order. The absence of supplemental conditions indicates that the OCC was satisfied with Thornfield's qualifications, independence, proposed scope of work, and engagement terms as presented in the submission package. This is a favorable outcome, as OCC non-objection letters in independent consultant engagements sometimes include additional conditions regarding reporting frequency, scope expansion, or personnel requirements.

The non-objection was received in advance of the February 15, 2025 deadline established by the Consent Order for engagement of the independent consultant. The five-day interval between receipt of non-objection (February 5, 2025) and the engagement deadline (February 15, 2025) provided sufficient time for C&H to finalize, negotiate, and execute the engagement agreement and ancillary documentation with Thornfield, as described in Section V below.

V. Execution of Thornfield Engagement Agreement

A. Engagement Agreement Terms

Following receipt of the OCC's written non-objection on February 5, 2025, C&H proceeded to draft the Independent Consultant Engagement Agreement (the "Engagement Agreement") between Belmont Ridge Bank National Association and Thornfield Consulting Group LLC. The Engagement Agreement was prepared by C&H and incorporates the terms and conditions described in the OCC submission package, as well as additional provisions addressing the parties' respective rights and obligations during the engagement period.

The Engagement Agreement was executed on February 10, 2025. Thornfield's internal reference number for the engagement is TCG-BRB-2025-001. The fully executed original of the Engagement Agreement is maintained in the engagement file under C&H Matter No. 1045-00002, with copies provided to BRB's General Counsel and to Thornfield.

The key commercial terms of the Engagement Agreement are as follows:

• Term: Twelve (12) months, commencing in February 2025 and extending through February 2026. The engagement term is aligned with the timeline established by Article VII of the Consent Order and provides for delivery of the final validation report on or before February 15, 2026.

• Fixed Fee: $6,500,000, payable in twelve (12) equal monthly installments of $541,666.67 (calculated as $6,500,000 divided by 12 months). Monthly invoices are to be submitted by Thornfield within ten (10) business days following the end of each calendar month, with payment due within thirty (30) days of invoice receipt.

• Expenses: Reimbursable expenses capped at $400,000 for the full engagement term, separate from and in addition to the fixed fee. Reimbursable expenses include travel, lodging, and other reasonable out-of-pocket costs incurred by Thornfield personnel in connection with on-site activities at BRB's facilities. Expenses exceeding the cap require prior written approval from BRB.

• Total Engagement Cost: $6,900,000, comprising the $6,500,000 fixed fee and the $400,000 expense cap.

Thornfield is advised in connection with the engagement by Hargrove & Stein PC, located at 7 Times Square, 34th Floor, New York, NY 10036. Hargrove & Stein represented Thornfield during the negotiation of the Engagement Agreement and negotiated certain engagement terms on Thornfield's behalf, including provisions relating to Thornfield's liability limitations, indemnification, and regulatory privilege protections. C&H negotiated the Engagement Agreement on behalf of BRB, and the final agreement reflects a negotiated allocation of rights and obligations between the parties.

B. Scope of Work

A detailed Scope of Work is attached as Appendix A to the Engagement Agreement and sets forth the specific work streams, deliverables, and milestones for the independent consultant engagement. The Scope of Work was developed by C&H in coordination with Thornfield and BRB, and is designed to ensure comprehensive coverage of all deficiency categories identified in the Consent Order. The principal elements of the Scope of Work are as follows:

• On-Site Assessment Phase. Commencing March 1, 2025, Thornfield's engagement team will begin on-site assessment activities at BRB's principal offices and operational facilities. The on-site assessment will encompass interviews with key BRB personnel, review of policies, procedures, and internal documentation, examination of transaction data and monitoring outputs, and direct observation of compliance operations.

• Preliminary Gap Assessment. Thornfield is required to deliver a preliminary gap assessment to BRB and C&H on or before April 15, 2025. The preliminary gap assessment will identify the most significant compliance deficiencies observed during the initial assessment phase and will provide preliminary recommendations for remediation priorities. The preliminary gap assessment is intended to inform BRB's remediation planning and to establish a baseline against which subsequent progress will be measured.

• Ongoing Monitoring and Validation. Throughout the engagement period from the conclusion of the preliminary assessment phase through February 2026, Thornfield will conduct ongoing monitoring and validation of BRB's remediation efforts. This includes periodic reviews of remediation milestones, testing of corrective actions implemented by the Bank, and assessment of the adequacy and sustainability of remediation measures. Thornfield will provide periodic status reports to BRB, C&H, and the OCC as required by Article VII.

• Final Validation Report. Thornfield is required to deliver a final validation report on or before February 15, 2026. The final validation report will document Thornfield's overall findings and conclusions regarding the state of BRB's BSA/AML and OFAC compliance program at the conclusion of the engagement period, assess the adequacy of BRB's remediation efforts, and provide an opinion on whether BRB has satisfactorily addressed the deficiencies identified in the Consent Order. The final validation report will be submitted to the OCC and will serve as a critical input to the OCC's determination regarding the disposition of the Consent Order.

The Scope of Work covers all five deficiency categories identified in the Consent Order: (1) OFAC sanctions screening protocols, with particular attention to fintech BaaS transaction flows; (2) SAR filing timeliness and quality; (3) CDD/EDD for high-risk customers onboarded through fintech partners; (4) transaction monitoring model validation for the Veridian TMS v.8.3 platform; and (5) board-level oversight and governance of the BSA/AML and OFAC compliance programs.

C. Ancillary Agreements

In connection with the execution of the Engagement Agreement, C&H also prepared and facilitated the execution of two ancillary agreements that are integral to the effective operation of the independent consultant engagement:

Access & Cooperation Protocol. C&H drafted an Access & Cooperation Protocol governing Thornfield's access to BRB systems, personnel, records, and facilities throughout the engagement period. The Protocol establishes cooperation obligations for key BRB departments and personnel, including the following individuals who have been designated as primary points of contact for their respective functional areas:

• Thomas Ikeda, BSA Officer — primary contact for all matters relating to BRB's BSA/AML compliance program, including SAR filing, transaction monitoring, risk assessment, and compliance staffing;

• Patricia Langston, Chief Compliance Officer ("CCO") — primary contact for overall compliance program management, regulatory engagement, and the Bank's internal remediation governance structure;

• Linda Petrosian, Chief Information Officer / Chief Technology Officer ("CIO/CTO") — primary contact for matters relating to BRB's technology infrastructure, including the Veridian TMS v.8.3 platform, OFAC screening systems, data access, and system integration with fintech partner platforms; and

• Warren Ashby, Head of Fintech Partnerships / BaaS Division — primary contact for matters relating to BRB's fintech partnership arrangements, including the NovaPay relationship, BaaS operational processes, and third-party risk management.

The Access & Cooperation Protocol was executed on February 10, 2025, contemporaneously with the Engagement Agreement.

Privilege & Confidentiality Side Letter. C&H also prepared a trilateral side letter among BRB, C&H, and Thornfield establishing a common-interest privilege framework for the engagement. The Privilege & Confidentiality Side Letter defines the treatment of attorney-client privileged and work-product protected materials generated or shared during the course of the engagement, establishes protocols for the sharing of privileged information among the three parties without waiver of applicable privileges, and sets forth procedures for Thornfield's reporting to the OCC in a manner that preserves and does not waive privilege over C&H's legal advice to BRB. The side letter was carefully structured to balance the OCC's expectation of full transparency in independent consultant reporting with BRB's need to preserve the confidentiality and privilege of C&H's legal advice regarding remediation strategy, regulatory exposure assessment, and related matters. The Privilege & Confidentiality Side Letter was also executed on February 10, 2025.

Both ancillary agreements are maintained in the engagement file under C&H Matter No. 1045-00002.

VI. Compliance Timeline Summary

The following table summarizes the key dates and events in the independent consultant selection and non-objection process:

As reflected in the timeline above, the Consent Order's February 15, 2025 deadline for engagement of the independent consultant was met with five days of margin, with the Engagement Agreement and all ancillary documentation having been executed on February 10, 2025. The critical path milestones — submission to the OCC, receipt of non-objection, and execution of the engagement — were all completed within the required timeframe.

VII. Observations and Conclusions

A. Compliance with Article VII

Based on the work documented in this memorandum, it is C&H's assessment that BRB has achieved full and timely compliance with the independent consultant selection and engagement requirements of Article VII of Consent Order No. OCC-2025-003. All elements of Article VII have been satisfied: BRB identified a qualified independent consultant, submitted the proposed consultant's qualifications and engagement terms to the OCC for review, obtained the OCC's written non-objection without additional conditions, and executed a comprehensive engagement agreement with the independent consultant — all within the timeframe prescribed by the Consent Order.

The Engagement Agreement was executed on February 10, 2025 — five calendar days in advance of the February 15, 2025 deadline established by Article VII. The OCC's non-objection was received on February 5, 2025, providing adequate time for finalization and execution of the engagement documentation. The accelerated timeline was achievable due to proactive candidate identification during the pre-engagement period (in which preliminary discussions between Gregory Nardone and Philip Hartmann allowed for early narrowing of the candidate universe) and C&H's expedited evaluation, recommendation, OCC submission, and drafting processes following the formal commencement of the engagement.

B. Ongoing Oversight Responsibilities

Compliance with Article VII does not conclude with the execution of the Engagement Agreement. C&H will manage the ongoing relationship with Thornfield under the Oversight & Communication Protocol established for the engagement. The primary contacts for the ongoing oversight structure are as follows:

• C&H Primary Contact: Philip Hartmann, Responsible Partner, Banking & Finance Practice Group

• BRB Primary Contact: Patricia Langston, Chief Compliance Officer

• Thornfield Lead: Dr. Vivian Castellano, Managing Director, Financial Crimes Advisory

Regular bi-weekly status calls have been established among C&H, BRB, and Thornfield, commencing upon the start of Thornfield's on-site assessment on March 1, 2025. These calls will serve as the primary mechanism for monitoring the progress of the independent consultant engagement, addressing any issues or obstacles encountered during the assessment process, coordinating remediation activities, and ensuring alignment among all parties on priorities, timelines, and deliverables. Additional calls or meetings may be scheduled as needed based on the progress of the engagement and the nature of issues that arise.

All communications with the OCC regarding the independent consultant engagement — including submissions, responses, status reports, and any supplemental information requested by the OCC — will be tracked in the OCC Correspondence Log & Tracking Memorandum maintained by C&H as part of the engagement file for Matter No. 1045-00002. The Correspondence Log will serve as the authoritative record of OCC communications and will be available for review by BRB's Board, management, and internal audit function as appropriate.

C. Documentation Retention

All documents related to the independent consultant selection and non-objection process are maintained in the engagement file under C&H Matter No. 1045-00002 and should be preserved as part of BRB's Consent Order compliance record. The documents subject to this retention requirement include, but are not limited to:

• The candidate evaluation materials, including qualifications summaries and the separate Memorandum on Selection of Independent Consultant;

• The OCC submission package, including the cover letter, Thornfield qualifications, proposed scope of engagement, engagement terms, independence confirmation, and proposed assessment methodology and timeline;

• The OCC's written non-objection letter dated February 5, 2025;

• The fully executed Engagement Agreement (TCG-BRB-2025-001), including Appendix A (Scope of Work);

• The fully executed Access & Cooperation Protocol;

• The fully executed Privilege & Confidentiality Side Letter; and

• All internal correspondence and memoranda generated by C&H in connection with the selection and non-objection process.

These documents should be preserved for examination readiness purposes and to support any future regulatory inquiries, OCC examination activities, or supervisory discussions concerning BRB's compliance with the terms and conditions of the Consent Order. C&H recommends that BRB maintain parallel copies of all non-privileged engagement documents in the Bank's own Consent Order compliance files, consistent with the Bank's document retention policies and any retention requirements imposed by the Consent Order.

•

Prepared by: Yuki Nakamura, Lead Associate, Litigation (General) Practice Group, Calderwood & Harkness LLP

Reviewed and approved by: Philip Hartmann, Responsible Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP

Distribution: Internal C&H engagement file only; Matter No. 1045-00002

Copies to: Philip Hartmann, Marcus Delgado, Carlos Espinoza (C&H engagement team)

Date	Event	Status
January 15, 2025	Consent Order No. OCC-2025-003 issued (Effective Date); Article VII independent consultant requirement triggered	Complete
Late January 2025	Preliminary identification and evaluation of independent consultant candidates initiated during pre-engagement period, in coordination with BRB General Counsel Gregory Nardone and Philip Hartmann	Complete
Prior to February 5, 2025	C&H submits formal non-objection request to OCC Northeastern District Office on behalf of BRB, proposing Thornfield Consulting Group LLC as independent consultant under Article VII	Complete
February 5, 2025	OCC issues written non-objection to engagement of Thornfield Consulting Group LLC as independent consultant; no additional conditions imposed	Complete
February 10, 2025	C&H engagement formally opens; Thornfield Consulting Engagement Agreement executed (Reference: TCG-BRB-2025-001)	Complete
February 10, 2025	Access & Cooperation Protocol and Privilege & Confidentiality Side Letter executed	Complete
February 15, 2025	Consent Order deadline for independent consultant engagement	Met (5 days early)
March 1, 2025	Thornfield on-site assessment commences at BRB facilities	Scheduled
April 15, 2025	Thornfield preliminary gap assessment due to BRB, C&H, and OCC	Scheduled
February 15, 2026	Thornfield final validation report due to BRB, C&H, and OCC	Scheduled

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: File — Matter No. 1045-00002
FROM: Yuki Nakamura, Lead Associate, Litigation (General) Practice Group, Calderwood & Harkness LLP
REVIEWED BY: Philip Hartmann, Responsible Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP
DATE: February 12, 2025
RE: Compliance with Article VII of OCC Consent Order No. OCC-2025-003 — Independent Consultant Selection and OCC Non-Objection Process
CLIENT: Belmont Ridge Bank National Association (OCC Charter No. 48271; FDIC Certificate No. 31845)
C&H MATTER NO.: 1045-00002
This memorandum is prepared as attorney work product in anticipation of litigation or regulatory proceedings and is subject to the protections of the attorney-client privilege and the work-product doctrine. It is intended solely for use by the attorneys and professional staff of Calderwood & Harkness LLP in connection with the firm's representation of Belmont Ridge Bank National Association. This memorandum should not be disclosed to any third party without the prior written authorization of the Responsible Partner.
I. Purpose of Memorandum
This memorandum documents the work performed by Calderwood & Harkness LLP ("C&H" or the "Firm") in ensuring that Belmont Ridge Bank National Association ("BRB" or the "Bank") achieved full and timely compliance with the independent consultant selection and engagement requirements set forth in Article VII of Consent Order No. OCC-2025-003 (the "Consent Order"), issued by the Office of the Comptroller of the Currency (the "OCC") on January 15, 2025. Specifically, this memorandum addresses the process by which C&H identified, evaluated, and recommended an independent consultant candidate; the formal submission to the OCC seeking non-objection to the proposed engagement; the OCC's response granting non-objection; and the subsequent execution of the engagement agreement and ancillary documentation.
This memorandum further records the complete timeline of the non-objection process, from the initial identification of prospective independent consultant candidates through the execution of the engagement agreement with Thornfield Consulting Group LLC ("Thornfield"), for the Firm's internal file. The record established herein is intended to support any future regulatory inquiries, OCC examination readiness activities, or supervisory discussions concerning BRB's compliance with the terms and conditions of the Consent Order, including any requests from the OCC for documentation of BRB's compliance efforts in the event of a targeted or comprehensive examination.
This memorandum is prepared as attorney work product in connection with C&H's representation of BRB and is intended to be protected by the attorney-client privilege and the work-product doctrine. The analysis and conclusions contained herein reflect the professional judgment of C&H attorneys and should be treated accordingly for purposes of privilege and confidentiality.
II. Background
A. Consent Order Overview
On January 15, 2025 (the "Effective Date"), the Office of the Comptroller of the Currency issued Consent Order No. OCC-2025-003 against Belmont Ridge Bank National Association, a nationally chartered bank headquartered in Stamford, Connecticut. The Consent Order was issued pursuant to 12 U.S.C. § 1818(b) and was the product of a negotiated resolution between BRB and the OCC following an extended period of supervisory engagement, including prior enforcement actions that had not been satisfactorily remediated by the Bank.
The Consent Order cited significant deficiencies in BRB's Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") compliance program and its Office of Foreign Assets Control ("OFAC") sanctions compliance program. The OCC's findings were based upon examinations conducted during 2023 and 2024, information gathered through the OCC's ongoing supervisory process, and self-reporting by the Bank in connection with prior supervisory actions.
The Consent Order identified five core deficiency categories, each representing a material weakness in BRB's compliance infrastructure:
1. Inadequate OFAC Sanctions Screening Protocols. The OCC found that BRB's OFAC sanctions screening protocols were materially deficient, particularly with respect to transaction flows originating through BRB's banking-as-a-service ("BaaS") partnership with NovaPay Technologies Inc. ("NovaPay"), a fintech payments platform. The OCC determined that approximately twelve percent (12%) of NovaPay wire transfer and Automated Clearing House ("ACH") transactions were not subjected to OFAC screening during calendar year 2023 — representing approximately 3,800,000 of the total 31,700,000 NovaPay transactions processed through BRB's systems during that period. The screening gap was attributable to deficiencies in the integration between NovaPay's origination platform and BRB's OFAC screening engine, which failed to capture certain transaction types routed through a secondary API endpoint that had been deployed by NovaPay without adequate coordination with BRB's compliance infrastructure.
2. Deficient SAR Filing Timeliness and Quality. The OCC identified significant deficiencies in BRB's Suspicious Activity Report ("SAR") filing process, including both timeliness and quality of filings. As of September 2024, BRB maintained a backlog of approximately 2,400 unreviewed transaction monitoring alerts, representing cases that had been generated by BRB's automated monitoring systems but had not been dispositioned by BSA/AML analysts within the required timeframes. The average time from alert generation to SAR filing for cases ultimately determined to be reportable was approximately seventy-eight (78) days, significantly exceeding the thirty (30)-day regulatory expectation established by FinCEN guidance and OCC supervisory expectations. The OCC attributed these deficiencies to inadequate staffing levels within BRB's BSA/AML compliance unit, insufficient quality control processes, and a lack of escalation procedures for aging alerts.
3. Insufficient CDD/EDD for High-Risk Customers Onboarded Through Fintech Partners. The OCC found that BRB's Customer Due Diligence ("CDD") and Enhanced Due Diligence ("EDD") procedures were insufficient with respect to high-risk customers onboarded through BRB's fintech partnership channels. Approximately 47,000 accounts onboarded through fintech partners — including but not limited to NovaPay — lacked adequate CDD documentation, and a material subset of these accounts met the criteria for EDD but had not been subjected to enhanced review. The OCC noted that BRB had relied excessively on fintech partners' own onboarding processes without implementing adequate independent verification or oversight procedures at the bank level.
4. Inadequate Model Validation for Transaction Monitoring System. The OCC determined that BRB's transaction monitoring system — Veridian TMS v.8.3, a third-party platform deployed across BRB's core banking operations — had not been independently validated since March 2021, and that the system's tuning parameters (including thresholds, rules, and typologies) had not been updated since October 2022. The absence of timely independent model validation was inconsistent with OCC Bulletin 2011-12 (Supervisory Guidance on Model Risk Management) and raised concerns regarding the system's effectiveness in detecting suspicious activity, particularly in light of the significant growth in BRB's fintech/BaaS transaction volumes during the intervening period.
5. Board-Level Oversight Deficiencies. The OCC found that BRB's Board of Directors had failed to exercise adequate oversight over the Bank's BSA/AML and OFAC compliance programs. Specifically, the Board had not established a dedicated Compliance Committee (as distinguished from the Audit Committee, which had been tasked with compliance oversight on an ad hoc basis), and the BSA/AML reporting metrics provided to the Board were insufficient in scope and frequency. The OCC noted that the Board received only quarterly summary reports that lacked sufficient granularity regarding alert volumes, SAR filing timelines, backlog trends, model validation status, and fintech partnership risk indicators.
In addition to the remediation requirements set forth in the Consent Order, the OCC assessed a civil money penalty ("CMP") of $14,500,000 against BRB, payable within sixty (60) days of the Effective Date. The CMP payment deadline is therefore March 16, 2025. As of the date of this memorandum, C&H understands from BRB's General Counsel, Gregory Nardone, that BRB intends to remit the CMP in full by the deadline and has reserved the necessary funds.
The Consent Order represented an escalation of prior OCC supervisory actions against BRB. Specifically, the OCC had issued a Matter Requiring Attention ("MRA") in June 2022 regarding deficiencies in BRB's BSA/AML transaction monitoring capabilities, and a Matter Requiring Immediate Attention ("MRIA") in November 2023 regarding OFAC screening gaps identified during the OCC's supervisory cycle. Both the MRA and the MRIA required BRB to take specific corrective actions within prescribed timeframes. The OCC concluded that BRB's remediation of both the MRA and the MRIA was insufficient, and that the continuing nature and severity of the deficiencies warranted formal enforcement action. The progression from MRA to MRIA to Consent Order reflects a significant escalation in the OCC's supervisory posture and underscores the seriousness with which the OCC views the Bank's compliance deficiencies.
B. Article VII — Independent Consultant Requirement
Article VII of the Consent Order requires BRB to engage an independent consultant, acceptable to the OCC, to conduct a comprehensive assessment of BRB's BSA/AML and OFAC compliance program and to validate the Bank's remediation efforts undertaken in response to the Consent Order's findings. The independent consultant requirement is a standard element of OCC enforcement actions involving significant BSA/AML deficiencies and reflects the OCC's determination that independent, third-party verification of the Bank's remediation is necessary to ensure the adequacy and sustainability of corrective measures.
The Consent Order established a deadline of February 15, 2025, for engagement of the independent consultant. Importantly, Article VII conditions the engagement upon prior OCC non-objection to the selected firm. The non-objection process requires the Bank to identify a proposed independent consultant, submit the consultant's qualifications and proposed scope of engagement to the OCC for review, and receive written confirmation from the OCC that it does not object to the proposed engagement before the Bank may formally execute the engagement agreement. This process is designed to ensure that the OCC has an opportunity to evaluate the independence, qualifications, and suitability of the proposed consultant before work commences.
Article VII specifies that the independent consultant must satisfy three core requirements. First, the consultant must be independent from BRB, meaning that the consulting firm and its key engagement personnel have no prior consulting, auditing, or advisory relationships with BRB that would create a conflict of interest or impair the consultant's objectivity. Second, the consultant must possess demonstrated expertise in BSA/AML and OFAC compliance program assessments for banking institutions, with particular emphasis on the specific areas of deficiency identified in the Consent Order. Third, the consultant must have no disqualifying conflicts of interest, including current engagements with entities that could compromise the consultant's independence or objectivity in assessing BRB's compliance program.
The mandate assigned to the independent consultant under Article VII is comprehensive in scope and encompasses four principal work streams:
(i) A comprehensive BSA/AML and OFAC program assessment, covering all material elements of BRB's compliance program, including policies and procedures, organizational structure, staffing, training, risk assessment, transaction monitoring, sanctions screening, SAR filing, CDD/EDD, and board/management oversight;
(ii) A gap analysis identifying specific areas in which BRB's compliance program does not meet regulatory requirements, OCC supervisory expectations, or industry best practices, with particular focus on the five deficiency categories identified in the Consent Order;
(iii) Ongoing monitoring and validation of BRB's remediation efforts throughout the engagement period, including periodic assessments of the adequacy, completeness, and sustainability of corrective actions implemented by the Bank; and
(iv) Delivery of a final validation report to the OCC, documenting the independent consultant's findings, conclusions, and assessment of BRB's compliance posture at the conclusion of the engagement period, which will serve as a critical input to the OCC's determination of whether BRB has satisfactorily remediated the deficiencies identified in the Consent Order.
C. Engagement of Calderwood & Harkness
Calderwood & Harkness LLP was engaged by BRB on February 10, 2025, to serve as the Bank's primary outside counsel in connection with BSA/AML and sanctions compliance-program uplift, remediation strategy, regulatory engagement with the OCC, and oversight of the independent consultant engagement. The scope of C&H's engagement encompasses legal advice on all aspects of the Bank's response to the Consent Order, including but not limited to remediation planning and implementation, regulatory communications, independent consultant management, privilege protection, and examination readiness.
C&H's engagement superseded BRB's prior outside regulatory counsel, Drayton Mercer LLP, located at 55 East 52nd Street, Suite 3100, New York, NY 10055. Drayton Mercer had been serving as BRB's outside counsel for regulatory and compliance matters, with Helen Frazier as lead partner on the BRB engagement. BRB terminated its engagement with Drayton Mercer in January 2025 following issuance of the Consent Order, based on the Bank's determination that a change in outside counsel was necessary to implement an effective remediation strategy and manage the complex regulatory engagement required under the Consent Order. C&H has not reviewed the circumstances of Drayton Mercer's prior representation and expresses no opinion on the quality or adequacy of Drayton Mercer's prior advice.
Philip Hartmann, Responsible Partner in C&H's Banking & Finance Practice Group, serves as the lead partner on the BRB engagement and has primary responsibility for all aspects of the Firm's representation, including strategic direction, regulatory engagement, and client relationship management. The C&H engagement team also includes Marcus Delgado and Carlos Espinoza, who are supporting the engagement under Mr. Hartmann's supervision.
III. Independent Consultant Candidate Identification and Evaluation
A. Candidate Identification Process
Immediately upon the formal commencement of C&H's engagement on February 10, 2025, the Firm undertook an accelerated process for identifying independent consultant candidates qualified to serve under Article VII of the Consent Order. The compressed timeline for this process was dictated by the Consent Order's February 15, 2025 deadline for engagement of the independent consultant, which left minimal time between C&H's engagement date and the compliance deadline. The accelerated timeline required prioritization of candidate identification, evaluation, and recommendation within the first days of the engagement.
It should be noted, however, that the accelerated process was facilitated by preliminary discussions that had occurred prior to C&H's formal engagement. During the pre-engagement period in late January 2025, BRB's General Counsel, Gregory Nardone, and Philip Hartmann conducted preliminary discussions regarding potential independent consultant candidates, the selection criteria that would be applicable under Article VII, and the non-objection process required by the OCC. These preliminary discussions allowed for expedited evaluation once C&H's formal engagement commenced, as the universe of potential candidates had been narrowed and preliminary qualification assessments had been initiated.
Through a combination of C&H's existing knowledge of the BSA/AML consulting market, research into recent OCC enforcement actions involving independent consultant requirements, and inquiries to industry contacts, C&H identified three qualified consulting firms with demonstrated capabilities in BSA/AML and OFAC compliance program assessments for mid-to-large banking institutions. Each of the three firms had been identified as possessing the subject-matter expertise, organizational capacity, and professional credentials necessary to fulfill the independent consultant mandate set forth in Article VII. Notably, all three firms had prior experience serving as OCC-approved independent consultants in connection with consent orders or other formal enforcement actions, which was a significant consideration given the need to present a candidate likely to receive OCC non-objection without delay.
B. Evaluation Criteria
C&H evaluated the three identified candidates against a comprehensive set of criteria derived from the specific requirements of Article VII of the Consent Order, as well as general OCC supervisory guidance regarding the qualifications expected of independent consultants appointed under formal enforcement actions. The evaluation criteria were developed in consultation with Philip Hartmann and were designed to ensure that the recommended candidate would satisfy the OCC's expectations and be well-positioned to receive non-objection without conditions or delay. The criteria applied in the evaluation were as follows:
• Independence from BRB. The candidate must have no prior consulting, auditing, or advisory relationships with BRB that would create a conflict of interest or impair the consultant's independence and objectivity. This criterion encompasses both firm-level relationships (i.e., whether the consulting firm had previously been engaged by BRB in any capacity) and individual-level relationships (i.e., whether any members of the proposed engagement team had personal or professional relationships with BRB officers, directors, or key employees that could compromise objectivity).
• Demonstrated Expertise in BSA/AML Compliance, OFAC Sanctions Screening, Fintech/BaaS Compliance, and Transaction Monitoring Model Validation. The candidate must possess deep subject-matter expertise across all of the compliance domains implicated by the Consent Order's findings, with particular emphasis on OFAC sanctions screening protocols, BSA/AML program design and implementation, fintech and BaaS partnership compliance oversight, and the validation and tuning of automated transaction monitoring systems. Given the breadth of the Consent Order's findings, it was important that the recommended consultant possess expertise across all five deficiency categories, rather than specializing in only one or two areas.
• Sufficient Team Depth and Capacity. The candidate must possess sufficient professional staff depth and organizational capacity to complete the comprehensive assessment, gap analysis, ongoing monitoring, and final validation report within the twelve (12)-month timeframe established by Article VII. This criterion reflects the recognition that an engagement of this scope and complexity requires a dedicated team of experienced professionals, and that the consulting firm must be able to commit the necessary resources without compromising the quality or timeliness of the engagement.
• Prior Experience Serving as an OCC-Accepted Independent Consultant. While not a mandatory requirement under Article VII, prior experience serving as an OCC-accepted independent consultant in connection with formal enforcement actions was considered a significant positive factor, as it provides assurance that the candidate is familiar with the OCC's expectations, reporting requirements, and supervisory protocols for independent consultant engagements.
• Ability to Commence On-Site Assessment Promptly. Given the urgency of the remediation effort and the compressed timeline established by the Consent Order, the candidate must be able to mobilize an engagement team and commence the on-site assessment phase promptly following execution of the engagement agreement.
• Reasonable Fee Structure. The candidate's proposed fee structure must be reasonable and commensurate with the scope, complexity, and duration of the engagement. While cost was not the primary selection criterion, it was an important consideration in recommending a candidate to BRB's Board and management.
C. Recommendation of Thornfield Consulting Group LLC
Following a comparative evaluation of all three identified candidates against the criteria described above, C&H recommended Thornfield Consulting Group LLC ("Thornfield") as the independent consultant to be proposed to the OCC for non-objection under Article VII of the Consent Order. Thornfield is a Delaware limited liability company with principal offices at 200 Park Avenue South, 15th Floor, New York, NY 10003. The firm is a nationally recognized consulting practice specializing in financial crimes compliance, regulatory remediation, and risk management for financial institutions.
Thornfield's proposed engagement team for the BRB engagement consists of the following senior professionals:
• Dr. Vivian Castellano, Managing Director, Financial Crimes Advisory. Dr. Castellano would serve as the engagement lead and primary point of contact for the independent consultant engagement. Dr. Castellano has extensive experience in BSA/AML program assessments for federally chartered banks, including multiple prior engagements as an OCC-approved independent consultant. Her experience encompasses the full range of BSA/AML compliance program elements, including risk assessment, policies and procedures, organizational structure, SAR filing, CDD/EDD, transaction monitoring, and governance and oversight. Dr. Castellano holds a doctorate in economics and has published extensively on financial crimes compliance topics.
• Robert Eastman, Senior Director, AML Transaction Monitoring. Mr. Eastman specializes in transaction monitoring system validation and tuning, including the assessment of automated monitoring platforms, scenario and rule optimization, threshold calibration, above-the-line and below-the-line testing, and model risk management. His expertise is directly relevant to the Consent Order's finding regarding inadequate model validation of BRB's Veridian TMS v.8.3 platform.
• Jennifer Hwang, Director, Sanctions & OFAC Compliance. Ms. Hwang specializes in OFAC screening program design, gap analysis, and remediation for financial institutions, with particular expertise in the screening of complex transaction flows, including wire transfers, ACH transactions, and cross-border payments. Her experience is directly relevant to the Consent Order's finding regarding inadequate OFAC sanctions screening protocols, particularly in the context of fintech BaaS transaction flows.
• Nathaniel Burgess, Director, Fintech & Payments Compliance. Mr. Burgess specializes in compliance oversight for banking-as-a-service and fintech partnership arrangements, including the design and implementation of risk management frameworks for BaaS relationships, third-party risk management, and the integration of fintech partner operations into the bank's compliance program. His expertise is directly relevant to BRB's fintech partnership with NovaPay and the compliance challenges arising from that relationship.
Thornfield was recommended based on the strength of Dr. Castellano's engagement team credentials, the firm's prior experience with OCC-mandated independent consultant engagements (including, to C&H's knowledge, at least three prior engagements as an OCC-accepted independent consultant in BSA/AML enforcement matters within the preceding five years), and its specialized expertise in both OFAC sanctions compliance and fintech/BaaS compliance — areas that are directly responsive to the Consent Order's principal findings. Thornfield also demonstrated the organizational capacity to commit a dedicated team to the engagement for the full twelve-month period and proposed a fee structure that C&H considered reasonable in light of the scope and complexity of the engagement.
The detailed comparative analysis of all three candidates, including the specific factors supporting the selection of Thornfield and the reasons for not recommending the other two candidates, is set forth in C&H's separate Memorandum on Selection of Independent Consultant, dated February 10, 2025, which is maintained in the engagement file under C&H Matter No. 1045-00002 and is incorporated by reference herein. That memorandum contains attorney work product and is subject to the same privilege protections as this memorandum.
IV. OCC Non-Objection Submission
A. Submission to OCC
C&H, acting on behalf of BRB, submitted a formal letter to the OCC Northeastern District Office, located at 340 Madison Avenue, New York, NY 10017, seeking non-objection to the engagement of Thornfield Consulting Group LLC as the independent consultant pursuant to Article VII of Consent Order No. OCC-2025-003. The letter was addressed to Jonathan Frey, National Bank Examiner and Examiner-in-Charge ("EIC") for BRB, who serves as the OCC's primary supervisory point of contact for the Bank and who is responsible for oversight of BRB's compliance with the terms and conditions of the Consent Order.
The submission was made prior to February 5, 2025. The exact date of submission is documented in the OCC Correspondence Log & Tracking Memorandum maintained by C&H as part of the engagement file for Matter No. 1045-00002. The Correspondence Log serves as the Firm's authoritative record of all communications with the OCC in connection with the Consent Order and should be consulted for precise submission dates, confirmation of receipt, and related tracking information.
The submission package submitted to the OCC included the following components:
• A cover letter from C&H on behalf of BRB, identifying Thornfield Consulting Group LLC as the proposed independent consultant under Article VII, describing the basis for BRB's selection of Thornfield, and formally requesting the OCC's non-objection to the proposed engagement.
• A comprehensive description of Thornfield's qualifications, including the firm's background, areas of specialization, and relevant experience in BSA/AML and OFAC compliance program assessments for federally chartered banking institutions. The submission included detailed biographical information and professional credentials for each of the four senior members of Thornfield's proposed engagement team: Dr. Vivian Castellano (engagement lead), Robert Eastman, Jennifer Hwang, and Nathaniel Burgess.
• A summary of the proposed scope of engagement, aligned with the requirements of Article VII of the Consent Order, including a description of the four principal work streams (comprehensive program assessment, gap analysis, ongoing monitoring and validation, and final validation report) and the specific compliance domains to be addressed (OFAC sanctions screening, SAR filing, CDD/EDD, transaction monitoring model validation, and board/governance oversight).
• A description of proposed engagement terms, including a twelve (12)-month engagement duration (February 2025 through February 2026), a fixed fee of $6,500,000 plus reimbursable expenses capped at $400,000, for a total engagement cost not to exceed $6,900,000.
• A confirmation of Thornfield's independence from BRB, including a representation that Thornfield has no prior consulting, auditing, or advisory relationships with BRB, and that none of the members of Thornfield's proposed engagement team have disqualifying conflicts of interest. The independence confirmation was based on conflict checks conducted by both Thornfield and C&H.
• Thornfield's proposed assessment methodology and timeline, which outlined the key phases and milestones of the engagement, including: (a) commencement of the on-site assessment phase on or about March 1, 2025; (b) delivery of a preliminary gap assessment on or before April 15, 2025; (c) ongoing monitoring and validation activities throughout the engagement period; and (d) delivery of the final validation report on or before February 15, 2026.
The submission package was compiled by C&H in coordination with Thornfield and BRB's General Counsel, Gregory Nardone, and was reviewed and approved by Philip Hartmann prior to submission to the OCC.
B. OCC Review and Response
The OCC reviewed the submission through the Northeastern District Office under the supervision of Examiner-in-Charge Jonathan Frey. The OCC's review encompassed an evaluation of Thornfield's qualifications, the independence and conflict-of-interest representations, the proposed scope of engagement, and the alignment of the proposed engagement with the requirements of Article VII of the Consent Order.
On February 5, 2025, the OCC provided written non-objection to BRB's engagement of Thornfield Consulting Group LLC as the independent consultant under Article VII of Consent Order No. OCC-2025-003. The non-objection letter was issued by the Northeastern District Office and was addressed to BRB, with a copy to C&H as BRB's outside counsel. The original of the non-objection letter is maintained in the engagement file under C&H Matter No. 1045-00002.
Significantly, the OCC's non-objection letter did not impose any additional conditions or requirements beyond those already specified in Article VII of the Consent Order. The absence of supplemental conditions indicates that the OCC was satisfied with Thornfield's qualifications, independence, proposed scope of work, and engagement terms as presented in the submission package. This is a favorable outcome, as OCC non-objection letters in independent consultant engagements sometimes include additional conditions regarding reporting frequency, scope expansion, or personnel requirements.
The non-objection was received in advance of the February 15, 2025 deadline established by the Consent Order for engagement of the independent consultant. The five-day interval between receipt of non-objection (February 5, 2025) and the engagement deadline (February 15, 2025) provided sufficient time for C&H to finalize, negotiate, and execute the engagement agreement and ancillary documentation with Thornfield, as described in Section V below.
V. Execution of Thornfield Engagement Agreement
A. Engagement Agreement Terms
Following receipt of the OCC's written non-objection on February 5, 2025, C&H proceeded to draft the Independent Consultant Engagement Agreement (the "Engagement Agreement") between Belmont Ridge Bank National Association and Thornfield Consulting Group LLC. The Engagement Agreement was prepared by C&H and incorporates the terms and conditions described in the OCC submission package, as well as additional provisions addressing the parties' respective rights and obligations during the engagement period.
The Engagement Agreement was executed on February 10, 2025. Thornfield's internal reference number for the engagement is TCG-BRB-2025-001. The fully executed original of the Engagement Agreement is maintained in the engagement file under C&H Matter No. 1045-00002, with copies provided to BRB's General Counsel and to Thornfield.
The key commercial terms of the Engagement Agreement are as follows:
• Term: Twelve (12) months, commencing in February 2025 and extending through February 2026. The engagement term is aligned with the timeline established by Article VII of the Consent Order and provides for delivery of the final validation report on or before February 15, 2026.
• Fixed Fee: $6,500,000, payable in twelve (12) equal monthly installments of $541,666.67 (calculated as $6,500,000 divided by 12 months). Monthly invoices are to be submitted by Thornfield within ten (10) business days following the end of each calendar month, with payment due within thirty (30) days of invoice receipt.
• Expenses: Reimbursable expenses capped at $400,000 for the full engagement term, separate from and in addition to the fixed fee. Reimbursable expenses include travel, lodging, and other reasonable out-of-pocket costs incurred by Thornfield personnel in connection with on-site activities at BRB's facilities. Expenses exceeding the cap require prior written approval from BRB.
• Total Engagement Cost: $6,900,000, comprising the $6,500,000 fixed fee and the $400,000 expense cap.
Thornfield is advised in connection with the engagement by Hargrove & Stein PC, located at 7 Times Square, 34th Floor, New York, NY 10036. Hargrove & Stein represented Thornfield during the negotiation of the Engagement Agreement and negotiated certain engagement terms on Thornfield's behalf, including provisions relating to Thornfield's liability limitations, indemnification, and regulatory privilege protections. C&H negotiated the Engagement Agreement on behalf of BRB, and the final agreement reflects a negotiated allocation of rights and obligations between the parties.
B. Scope of Work
A detailed Scope of Work is attached as Appendix A to the Engagement Agreement and sets forth the specific work streams, deliverables, and milestones for the independent consultant engagement. The Scope of Work was developed by C&H in coordination with Thornfield and BRB, and is designed to ensure comprehensive coverage of all deficiency categories identified in the Consent Order. The principal elements of the Scope of Work are as follows:
• On-Site Assessment Phase. Commencing March 1, 2025, Thornfield's engagement team will begin on-site assessment activities at BRB's principal offices and operational facilities. The on-site assessment will encompass interviews with key BRB personnel, review of policies, procedures, and internal documentation, examination of transaction data and monitoring outputs, and direct observation of compliance operations.
• Preliminary Gap Assessment. Thornfield is required to deliver a preliminary gap assessment to BRB and C&H on or before April 15, 2025. The preliminary gap assessment will identify the most significant compliance deficiencies observed during the initial assessment phase and will provide preliminary recommendations for remediation priorities. The preliminary gap assessment is intended to inform BRB's remediation planning and to establish a baseline against which subsequent progress will be measured.
• Ongoing Monitoring and Validation. Throughout the engagement period from the conclusion of the preliminary assessment phase through February 2026, Thornfield will conduct ongoing monitoring and validation of BRB's remediation efforts. This includes periodic reviews of remediation milestones, testing of corrective actions implemented by the Bank, and assessment of the adequacy and sustainability of remediation measures. Thornfield will provide periodic status reports to BRB, C&H, and the OCC as required by Article VII.
• Final Validation Report. Thornfield is required to deliver a final validation report on or before February 15, 2026. The final validation report will document Thornfield's overall findings and conclusions regarding the state of BRB's BSA/AML and OFAC compliance program at the conclusion of the engagement period, assess the adequacy of BRB's remediation efforts, and provide an opinion on whether BRB has satisfactorily addressed the deficiencies identified in the Consent Order. The final validation report will be submitted to the OCC and will serve as a critical input to the OCC's determination regarding the disposition of the Consent Order.
The Scope of Work covers all five deficiency categories identified in the Consent Order: (1) OFAC sanctions screening protocols, with particular attention to fintech BaaS transaction flows; (2) SAR filing timeliness and quality; (3) CDD/EDD for high-risk customers onboarded through fintech partners; (4) transaction monitoring model validation for the Veridian TMS v.8.3 platform; and (5) board-level oversight and governance of the BSA/AML and OFAC compliance programs.
C. Ancillary Agreements
In connection with the execution of the Engagement Agreement, C&H also prepared and facilitated the execution of two ancillary agreements that are integral to the effective operation of the independent consultant engagement:
Access & Cooperation Protocol. C&H drafted an Access & Cooperation Protocol governing Thornfield's access to BRB systems, personnel, records, and facilities throughout the engagement period. The Protocol establishes cooperation obligations for key BRB departments and personnel, including the following individuals who have been designated as primary points of contact for their respective functional areas:
• Thomas Ikeda, BSA Officer — primary contact for all matters relating to BRB's BSA/AML compliance program, including SAR filing, transaction monitoring, risk assessment, and compliance staffing;
• Patricia Langston, Chief Compliance Officer ("CCO") — primary contact for overall compliance program management, regulatory engagement, and the Bank's internal remediation governance structure;
• Linda Petrosian, Chief Information Officer / Chief Technology Officer ("CIO/CTO") — primary contact for matters relating to BRB's technology infrastructure, including the Veridian TMS v.8.3 platform, OFAC screening systems, data access, and system integration with fintech partner platforms; and
• Warren Ashby, Head of Fintech Partnerships / BaaS Division — primary contact for matters relating to BRB's fintech partnership arrangements, including the NovaPay relationship, BaaS operational processes, and third-party risk management.
The Access & Cooperation Protocol was executed on February 10, 2025, contemporaneously with the Engagement Agreement.
Privilege & Confidentiality Side Letter. C&H also prepared a trilateral side letter among BRB, C&H, and Thornfield establishing a common-interest privilege framework for the engagement. The Privilege & Confidentiality Side Letter defines the treatment of attorney-client privileged and work-product protected materials generated or shared during the course of the engagement, establishes protocols for the sharing of privileged information among the three parties without waiver of applicable privileges, and sets forth procedures for Thornfield's reporting to the OCC in a manner that preserves and does not waive privilege over C&H's legal advice to BRB. The side letter was carefully structured to balance the OCC's expectation of full transparency in independent consultant reporting with BRB's need to preserve the confidentiality and privilege of C&H's legal advice regarding remediation strategy, regulatory exposure assessment, and related matters. The Privilege & Confidentiality Side Letter was also executed on February 10, 2025.
Both ancillary agreements are maintained in the engagement file under C&H Matter No. 1045-00002.
VI. Compliance Timeline Summary
The following table summarizes the key dates and events in the independent consultant selection and non-objection process:
As reflected in the timeline above, the Consent Order's February 15, 2025 deadline for engagement of the independent consultant was met with five days of margin, with the Engagement Agreement and all ancillary documentation having been executed on February 10, 2025. The critical path milestones — submission to the OCC, receipt of non-objection, and execution of the engagement — were all completed within the required timeframe.
VII. Observations and Conclusions
A. Compliance with Article VII
Based on the work documented in this memorandum, it is C&H's assessment that BRB has achieved full and timely compliance with the independent consultant selection and engagement requirements of Article VII of Consent Order No. OCC-2025-003. All elements of Article VII have been satisfied: BRB identified a qualified independent consultant, submitted the proposed consultant's qualifications and engagement terms to the OCC for review, obtained the OCC's written non-objection without additional conditions, and executed a comprehensive engagement agreement with the independent consultant — all within the timeframe prescribed by the Consent Order.
The Engagement Agreement was executed on February 10, 2025 — five calendar days in advance of the February 15, 2025 deadline established by Article VII. The OCC's non-objection was received on February 5, 2025, providing adequate time for finalization and execution of the engagement documentation. The accelerated timeline was achievable due to proactive candidate identification during the pre-engagement period (in which preliminary discussions between Gregory Nardone and Philip Hartmann allowed for early narrowing of the candidate universe) and C&H's expedited evaluation, recommendation, OCC submission, and drafting processes following the formal commencement of the engagement.
B. Ongoing Oversight Responsibilities
Compliance with Article VII does not conclude with the execution of the Engagement Agreement. C&H will manage the ongoing relationship with Thornfield under the Oversight & Communication Protocol established for the engagement. The primary contacts for the ongoing oversight structure are as follows:
• C&H Primary Contact: Philip Hartmann, Responsible Partner, Banking & Finance Practice Group
• BRB Primary Contact: Patricia Langston, Chief Compliance Officer
• Thornfield Lead: Dr. Vivian Castellano, Managing Director, Financial Crimes Advisory
Regular bi-weekly status calls have been established among C&H, BRB, and Thornfield, commencing upon the start of Thornfield's on-site assessment on March 1, 2025. These calls will serve as the primary mechanism for monitoring the progress of the independent consultant engagement, addressing any issues or obstacles encountered during the assessment process, coordinating remediation activities, and ensuring alignment among all parties on priorities, timelines, and deliverables. Additional calls or meetings may be scheduled as needed based on the progress of the engagement and the nature of issues that arise.
All communications with the OCC regarding the independent consultant engagement — including submissions, responses, status reports, and any supplemental information requested by the OCC — will be tracked in the OCC Correspondence Log & Tracking Memorandum maintained by C&H as part of the engagement file for Matter No. 1045-00002. The Correspondence Log will serve as the authoritative record of OCC communications and will be available for review by BRB's Board, management, and internal audit function as appropriate.
C. Documentation Retention
All documents related to the independent consultant selection and non-objection process are maintained in the engagement file under C&H Matter No. 1045-00002 and should be preserved as part of BRB's Consent Order compliance record. The documents subject to this retention requirement include, but are not limited to:
• The candidate evaluation materials, including qualifications summaries and the separate Memorandum on Selection of Independent Consultant;
• The OCC submission package, including the cover letter, Thornfield qualifications, proposed scope of engagement, engagement terms, independence confirmation, and proposed assessment methodology and timeline;
• The OCC's written non-objection letter dated February 5, 2025;
• The fully executed Engagement Agreement (TCG-BRB-2025-001), including Appendix A (Scope of Work);
• The fully executed Access & Cooperation Protocol;
• The fully executed Privilege & Confidentiality Side Letter; and
• All internal correspondence and memoranda generated by C&H in connection with the selection and non-objection process.
These documents should be preserved for examination readiness purposes and to support any future regulatory inquiries, OCC examination activities, or supervisory discussions concerning BRB's compliance with the terms and conditions of the Consent Order. C&H recommends that BRB maintain parallel copies of all non-privileged engagement documents in the Bank's own Consent Order compliance files, consistent with the Bank's document retention policies and any retention requirements imposed by the Consent Order.
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Prepared by: Yuki Nakamura, Lead Associate, Litigation (General) Practice Group, Calderwood & Harkness LLP
Reviewed and approved by: Philip Hartmann, Responsible Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP
Distribution: Internal C&H engagement file only; Matter No. 1045-00002
Copies to: Philip Hartmann, Marcus Delgado, Carlos Espinoza (C&H engagement team)
Date | Event | Status
January 15, 2025 | Consent Order No. OCC-2025-003 issued (Effective Date); Article VII independent consultant requirement triggered | Complete
Late January 2025 | Preliminary identification and evaluation of independent consultant candidates initiated during pre-engagement period, in coordination with BRB General Counsel Gregory Nardone and Philip Hartmann | Complete
Prior to February 5, 2025 | C&H submits formal non-objection request to OCC Northeastern District Office on behalf of BRB, proposing Thornfield Consulting Group LLC as independent consultant under Article VII | Complete
February 5, 2025 | OCC issues written non-objection to engagement of Thornfield Consulting Group LLC as independent consultant; no additional conditions imposed | Complete
February 10, 2025 | C&H engagement formally opens; Thornfield Consulting Engagement Agreement executed (Reference: TCG-BRB-2025-001) | Complete
February 10, 2025 | Access & Cooperation Protocol and Privilege & Confidentiality Side Letter executed | Complete
February 15, 2025 | Consent Order deadline for independent consultant engagement | Met (5 days early)
March 1, 2025 | Thornfield on-site assessment commences at BRB facilities | Scheduled
April 15, 2025 | Thornfield preliminary gap assessment due to BRB, C&H, and OCC | Scheduled
February 15, 2026 | Thornfield final validation report due to BRB, C&H, and OCC | Scheduled

MEMORANDUM

C&H MATTER NO.: 1045-00002

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