1045-00003 · Client 1045 · Transaction Documents/Committee Charters

revised-audit-committee-charter-draft.docx DOCUMENT Litigation

7 / 12 ← → ✕

Contract analysis Extract to table

AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK NA

Draft — Redline Against February 2023 Version

Prepared by: Calderwood & Harkness LLP 425 Park Avenue, 28th Floor New York, NY 10065 Matter No. 1045-00003

July 2025

DRAFT — FOR DISCUSSION PURPOSES ONLY — PRIVILEGED AND CONFIDENTIAL

Redline Legend

This draft is prepared in redline format against the existing Audit Committee Charter of the Board of Directors of Belmont Ridge Bank NA, as last amended in February 2023 (the "February 2023 Charter"). Additions to the February 2023 Charter are indicated by . Deletions from the February 2023 Charter are indicated by . Unchanged provisions are shown in standard text. All section and article numbers have been updated to reflect the revised structure.

Prepared for Review by:

The Board of Directors of Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, NY 10022

Regulatory Background:

The revisions set forth in this draft incorporate requirements responsive to: (i) the Matters Requiring Attention ("MRA") letter issued by the Office of the Comptroller of the Currency ("OCC") dated November 15, 2024 (Ref. SA-2024-0315), Finding 2 (Audit Committee over-reliance on management-prepared materials without independent verification, and deficiencies in whistleblower and complaint-handling oversight); (ii) the parallel Federal Reserve supervisory letter (Ref. SR-BHC-2024-1107) dated December 3, 2024; and (iii) related supervisory expectations communicated during the joint examination cycle concluded October 2024. The OCC has established a remediation deadline of December 31, 2025, for all MRA findings, including Finding 2.

Right-click to update Table of Contents

ARTICLE I — PURPOSE

The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Belmont Ridge Bank NA (the "Bank") is to assist the Board in fulfilling its oversight responsibilities with respect to:

(a) the integrity of the Bank's financial statements and financial reporting processes;

(b) the Bank's compliance with legal and regulatory requirements applicable to financial reporting;

(d) the performance of the Bank's internal audit function;

(e) the Bank's systems of internal controls over financial reporting and disclosure controls;

The Committee is not intended to replace or supersede the responsibilities of management or the independent auditor, but rather to provide effective Board-level oversight of the foregoing matters. In discharging its oversight responsibilities, the Committee shall endeavor to maintain free and open communication among the Board, the Committee, the independent auditor, the internal audit function, and management.

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Number of Members

The Committee shall consist of no fewer than three (3) and no more than members of the Board. Each member of the Committee shall be appointed in accordance with Section 2.4 of this Charter and shall serve until such member's successor is duly appointed, or until such member's earlier resignation, removal, or death. As of the date of this Charter, the Committee is composed of five (5) members, all of whom satisfy the independence requirements set forth in Section 2.2. The current Chair of the Committee is Thomas J. Callahan.

Section 2.2 — Independence Requirements

Each member of the Committee shall satisfy the independence requirements of:

(a) Nasdaq Listing Rule 5605(a)(2) (general independence standard) and Rule 5605(c)(2) (audit committee-specific independence standard);

(b) SEC Rule 10A-3(b)(1) under the Exchange Act, including the prohibitions on receipt of compensatory fees (other than director fees) and affiliated-person relationships;

(c) the Bank's Director Independence Standards, as adopted by the Board and last amended in March 2022 (currently under review for update in connection with the regulatory remediation activities described herein);

No member of the Committee shall receive from the Bank or any affiliate thereof any compensation other than (i) fees for service as a director of the Bank or the Holding Company and (ii) fees for service as a member or chair of the Committee or any other committee of the Board (including a reasonable committee chair retainer). No member of the Committee shall be an "affiliated person" of the Bank or any subsidiary thereof, other than in his or her capacity as a member of the Board or any committee thereof.

Section 2.3 — Financial Literacy and Financial Expert

Each member of the Committee shall be "financially literate," as determined by the Board in its business judgment, or shall become financially literate within a reasonable time after appointment to the Committee. For purposes of this requirement, "financial literacy" includes the ability to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement.

At least one (1) member of the Committee shall qualify as an "audit committee financial expert" as defined by the rules of the Securities and Exchange Commission (Item 407(d)(5) of Regulation S-K). The Board has determined that Thomas J. Callahan, CPA (inactive), a former audit partner at Ridgewell & Haines LLP (now the Bank's independent auditor), satisfies this requirement. The independence implications of Mr. Callahan's prior relationship with Ridgewell & Haines LLP are addressed in Section 2.4 below and in the Director Independence Assessment memorandum prepared by Calderwood & Harkness LLP.

Section 2.4 — Appointment and Tenure

Members of the Committee shall be appointed annually by the Board upon the recommendation of the Governance & Nominating Committee (current Chair: Margaret R. Ellsworth). The Board shall designate the Chair of the Committee from among the Committee's members. Committee members shall serve for one-year terms, commencing upon appointment by the Board and ending upon the appointment of their successors, unless a member is earlier removed, resigns, or otherwise ceases to be a director of the Bank.

Section 2.5 — Removal and Vacancies

Any member of the Committee may be removed or replaced by the Board at any time, with or without cause. Vacancies on the Committee, whether resulting from removal, resignation, death, or an increase in the number of Committee members, shall be filled by the Board in accordance with the independence, financial literacy, and other qualification requirements set forth in this Article II. The Board shall use reasonable efforts to fill any vacancy promptly so as to maintain the minimum Committee membership of three (3) members at all times.

ARTICLE III — MEETINGS

Section 3.1 — Frequency

The Committee shall meet no fewer than times per year, and more frequently as circumstances dictate. Regular meetings of the Committee shall be scheduled in advance and included on the annual Board calendar. The Committee Chair, in consultation with the other Committee members, shall determine the frequency and timing of regular meetings.

Special meetings of the Committee may be called at any time by the Chair of the Committee, by a majority of Committee members, or by the Chair of the Board. Notice of special meetings shall be given to all Committee members in accordance with the Bank's bylaws and applicable law.

Section 3.2 — Quorum and Voting

A majority of the members of the Committee shall constitute a quorum for the transaction of business. Actions of the Committee shall be taken by a majority vote of the members present at a meeting at which a quorum is present. Each Committee member shall have one vote. The Committee Chair shall not have a casting or tie-breaking vote except as otherwise provided by the Bank's bylaws. The Committee may also act by unanimous written consent in lieu of a meeting, which written consent shall be filed with the minutes of the Committee's proceedings.

Section 3.3 — Attendance and Participation

The Committee may invite members of management, the independent auditor, internal auditors, counsel (internal and external), and other advisors to attend meetings of the Committee, in whole or in part, as the Committee deems appropriate. Invitees shall not vote on matters before the Committee.

Section 3.4 — Minutes and Reporting

Minutes shall be prepared for each meeting of the Committee and shall be maintained by the Corporate Secretary of the Bank (James W. Prescott) or such other person as the Committee Chair may designate. Minutes shall include a record of the members present, the matters discussed, the actions taken, and any dissenting votes. Draft minutes shall be circulated to Committee members for review and approval at the next regularly scheduled meeting.

The Committee Chair shall report to the full Board on Committee activities, findings, and recommendations at the next regularly scheduled meeting of the Board following each Committee meeting.

ARTICLE IV — AUTHORITY AND RESOURCES

Section 4.1 — Authority

The Committee shall have the sole authority to:

(a) appoint, compensate, retain, oversee, evaluate, and, if appropriate, terminate the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Bank and the Holding Company (the current independent auditor is Ridgewell & Haines LLP, with engagement partner Lydia M. Chow);

(b) pre-approve all audit and permissible non-audit services to be provided by the independent auditor, in accordance with Section 5.2.5 of this Charter and applicable SEC rules;

(c) retain and compensate independent legal counsel, accounting advisors, forensic specialists, and such other experts or consultants as the Committee deems necessary or appropriate to carry out its duties and responsibilities under this Charter; and

(d) conduct or authorize investigations into any matters within the scope of the Committee's responsibilities, as described in this Charter.

The independent auditor shall report directly to the Committee. The Committee shall be directly responsible for the oversight of the work of the independent auditor (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.

Section 4.2 — Funding

The Bank shall provide appropriate funding, as determined by the Committee in its sole discretion, for:

(a) compensation of the independent auditor for audit, review, and attest services;

(b) compensation of any independent legal counsel, accounting advisors, forensic specialists, or other experts or consultants retained by the Committee;

(c) ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out its duties and responsibilities under this Charter;

Section 4.3 — Delegation

The Committee may delegate specific pre-approval authority for audit and non-audit services to one or more Committee members designated by the Committee as a subcommittee, provided that (i) such delegation is consistent with applicable SEC rules and Nasdaq listing standards, and (ii) any approvals granted under such delegated authority are reported to the full Committee at its next regularly scheduled meeting. Any such delegated pre-approval authority shall be exercised in accordance with the pre-approval policy established by the Committee pursuant to Section 5.2.5 of this Charter.

ARTICLE V — DUTIES AND RESPONSIBILITIES

The following sets forth the principal duties and responsibilities of the Committee. These duties and responsibilities are set forth as a guide, with the understanding that the Committee may modify, supplement, or streamline them as appropriate, subject to applicable law, regulation, and listing standards. The Committee shall also carry out any other duties and responsibilities delegated to it by the Board from time to time.

Section 5.1 — Financial Statements and Reporting

Section 5.1.1 — Annual Financial Statements

The Committee shall review and discuss with management and the independent auditor the annual audited financial statements of the Bank and the consolidated financial statements of the Holding Company (Belmont Ridge Financial Group, Inc.), including the related notes and schedules thereto, prior to the filing of the Bank's Annual Report on Form 10-K with the SEC. Such review and discussion shall include:

(a) the quality and acceptability of the accounting principles applied in the financial statements;

(b) the reasonableness of significant judgments and estimates made by management;

(d) the matters required to be discussed by applicable auditing standards, including the standards of the Public Company Accounting Oversight Board ("PCAOB"), as set forth in PCAOB Auditing Standard No. 1301, Communication with Audit Committees; and

(e) any other matters arising from the annual audit that the Committee or the independent auditor deems relevant to the Committee's oversight responsibilities.

Based on such review and discussions, the Committee shall recommend to the Board whether the audited financial statements should be included in the Bank's Annual Report on Form 10-K for filing with the SEC.

Section 5.1.2 — Quarterly Financial Statements

The Committee shall review and discuss with management and the independent auditor the Bank's quarterly financial statements and the results of the independent auditor's quarterly review, prior to the filing of the Bank's Quarterly Reports on Form 10-Q with the SEC. Such review and discussion shall address, at a minimum, the matters required by applicable auditing standards relating to interim financial information.

The Committee shall review the Bank's quarterly Call Reports (FFIEC Forms 031/041) prior to filing with the OCC, including any material differences between the Call Report data and the financial statements included in the corresponding Form 10-Q.

Section 5.1.3 — Earnings Releases and Financial Guidance

The Committee shall review and discuss with management the Bank's earnings press releases (including the type and presentation of information to be included therein), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee shall discuss the types of information and presentation formats used in earnings releases and guidance, including the use of "pro forma" or "adjusted" financial information and non-GAAP financial measures.

Section 5.1.4 — Independent Verification of Management-Prepared Materials

Section 5.2 — Independent Auditor

Section 5.2.1 — Selection, Compensation, and Oversight

The Committee shall have the sole authority to appoint, compensate, retain, and oversee the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Bank and the Holding Company. The current independent auditor is Ridgewell & Haines LLP, 155 North Wacker Drive, Suite 3200, Chicago, IL 60606 (engagement partner: Lydia M. Chow). The independent auditor is ultimately accountable to the Committee and the Board.

Section 5.2.2 — Independence Assessment

At least annually, the Committee shall obtain and review a formal written statement from the independent auditor describing:

(a) all relationships between the auditor (and its affiliates) and the Bank (and its affiliates) that may reasonably be thought to bear on the auditor's independence, consistent with PCAOB Rule 3526, Communication with Audit Committees Concerning Independence;

(b) any services provided to the Bank or its affiliates that could impair or appear to impair the auditor's objectivity or independence; and

(c) the auditor's internal quality-control procedures, including any material issues raised by the auditor's most recent internal quality-control review or peer review, or by any inquiry or investigation by governmental or professional authorities regarding audit engagements conducted by the auditor within the preceding five years.

The Committee shall actively engage in a dialogue with the independent auditor regarding any disclosed relationships or services that may impact the auditor's objectivity or independence, and shall take appropriate action to oversee the independence of the auditor.

Section 5.2.3 — Audit Partner Rotation

The Committee shall monitor compliance with SEC and PCAOB requirements regarding mandatory rotation of the lead engagement partner and the concurring review partner. The Committee shall review and approve the selection of the lead engagement partner and the concurring review partner in advance of each rotation, and shall consider the qualifications, experience, and independence of the proposed partners.

Section 5.2.4 — Annual Evaluation and Potential Rotation of Audit Firm

The Committee shall conduct an annual evaluation of the independent auditor's qualifications, performance, and independence. Such evaluation shall consider, among other factors, the quality and efficiency of the audit, the auditor's communication with the Committee and management, the auditor's industry expertise and knowledge of banking regulation, the appropriateness of audit fees, and any feedback from the OCC or Federal Reserve regarding the auditor's performance.

Section 5.2.5 — Pre-Approval of Services

The Committee shall pre-approve all audit services and permissible non-audit services to be provided by the independent auditor to the Bank or any of its subsidiaries, subject to the de minimis exceptions set forth in Section 10A(i)(1)(B) of the Exchange Act. The Committee shall maintain a pre-approval policy that specifies (a) the categories of services that are pre-approved, (b) the fee thresholds for each category, and (c) the procedures for obtaining pre-approval for services not covered by the standing pre-approval. The Committee shall review and update the pre-approval policy at least annually. Pre-approval authority may be delegated to one or more Committee members in accordance with Section 4.3 of this Charter.

Section 5.3 — Internal Audit

Section 5.3.1 — Oversight of Internal Audit Function

The Committee shall review and approve the annual internal audit plan, including the scope, resources, and budget allocated to the internal audit function. The Committee shall review the organizational structure, qualifications, independence, and resources of the internal audit function to ensure that it has the capability to fulfill its responsibilities effectively.

Section 5.3.2 — Internal Audit Reports

The Committee shall receive and review summaries of internal audit reports on a regular basis, including findings, recommendations, and management's responses to such findings. The Committee shall review the significance of internal audit findings and the adequacy and timeliness of management's corrective actions.

Section 5.4 — Internal Controls

Section 5.4.1 — Internal Controls Over Financial Reporting

The Committee shall review with management and the independent auditor the adequacy and effectiveness of the Bank's internal controls over financial reporting ("ICFR"), including any changes in ICFRR that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Bank's ICFRR. The Committee shall review management's annual assessment of the effectiveness of ICFR, as required by Section 404 of the Sarbanes-Oxley Act of 2002, and the independent auditor's attestation report on management's assessment. The Committee shall discuss with management and the independent auditor any significant deficiencies or material weaknesses in ICFR identified during the audit or management's assessment, and shall oversee management's remediation of any such deficiencies or weaknesses.

Section 5.4.2 — Disclosure Controls and Procedures

The Committee shall review with management, including the Chief Financial Officer (Catherine L. Ng) and the General Counsel (James W. Prescott), the adequacy and effectiveness of the Bank's disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). The Committee shall review the certifications provided by the Chief Executive Officer and the Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act in connection with each Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and shall discuss with the certifying officers any qualifications or concerns regarding the certifications.

Section 5.5 — Compliance Oversight

Section 5.5.1 — Legal and Regulatory Compliance

The Committee shall receive periodic reports from the General Counsel and the Chief Compliance Officer regarding legal and regulatory compliance matters that may have a material impact on the Bank's financial statements, operations, or reputation. Such reports shall address material pending or threatened litigation, regulatory inquiries, and compliance program developments.

Section 5.5.2 — Regulatory Examination Findings

Section 5.5.3 — Related-Party Transactions

The Committee shall review and approve or ratify related-party transactions in accordance with the Bank's Related-Party Transaction Policy and applicable OCC regulations, including 12 C.F.R. Part 215 (Regulation O — Loans to Executive Officers, Directors, and Principal Shareholders of Member Banks) and 12 C.F.R. § 163.200 (if applicable). The Committee shall ensure that all related-party transactions are conducted on terms no less favorable to the Bank than those available from unaffiliated third parties, and that all required disclosures regarding related-party transactions are made in the Bank's SEC filings and regulatory reports.

Section 5.6 — Whistleblower and Complaint Procedures

Section 5.6.1 — Establishment and Oversight of Procedures

The Committee shall establish and maintain procedures for:

(a) the receipt, retention, and treatment of complaints received by the Bank regarding accounting, internal accounting controls, or auditing matters; and

(b) the confidential, anonymous submission by employees of the Bank of concerns regarding questionable accounting or auditing matters, consistent with Section 301 of the Sarbanes-Oxley Act and SEC Rule 10A-3.

Such procedures shall be designed to encourage the reporting of concerns without fear of retaliation and shall protect the confidentiality of complainants to the fullest extent permitted by applicable law.

Section 5.6.2 — Investigation and Escalation

Section 5.6.3 — Anti-Retaliation

Section 5.7 — Other Responsibilities

Section 5.7.1 — Audit Committee Report for Proxy Statement

The Committee shall prepare the Audit Committee Report required by SEC rules (Item 407(d)(3)(i) of Regulation S-K) for inclusion in the Bank's annual proxy statement filed with the SEC. The preparation of the Audit Committee Report shall be coordinated with Meridian Cobalt LLP, general corporate counsel (partner: Harold F. Dunleavy), for SEC disclosure purposes. The Audit Committee Report shall include the disclosures required by SEC rules, including the Committee's recommendation regarding the inclusion of the audited financial statements in the Annual Report on Form 10-K.

Section 5.7.2 — Risk Assessment

The Committee shall discuss with management and the independent auditor the Bank's policies and practices regarding risk assessment and risk management as they relate to financial reporting, including the Bank's major financial risk exposures and the steps management has taken to monitor and control such exposures.

Section 5.7.3 — D&O Insurance

Section 5.7.4 — Tax Matters

The Committee shall review with management and the independent auditor the Bank's tax planning strategies and material tax contingencies that may affect the financial statements, including the adequacy of reserves for uncertain tax positions, the status of material tax audits or disputes, and the impact of changes in tax laws or regulations on the Bank's financial position and results of operations.

Section 5.7.5 — Coordination with Regulatory Consultant

ARTICLE VI — ANNUAL SELF-EVALUATION

The Committee shall conduct an annual self-evaluation of its performance, including a review of its compliance with this Charter.

ARTICLE VII — COMMITTEE CHAIR RESPONSIBILITIES

ARTICLE VIII — LIMITATIONS ON COMMITTEE'S ROLE

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to determine that the Bank's financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles ("GAAP") and applicable rules and regulations, or to assure compliance with laws, regulations, or the Bank's internal policies and procedures.

Management of the Bank is responsible for the preparation, presentation, and integrity of the Bank's financial statements, for maintaining appropriate accounting and financial reporting principles and policies, and for maintaining internal controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The independent auditor is responsible for planning and carrying out an audit of the Bank's annual financial statements in accordance with the standards of the PCAOB, and for reviewing the Bank's quarterly financial information.

The Committee's role is one of oversight. The members of the Committee are not full-time employees of the Bank and, in serving on the Committee, are not, and do not hold themselves out to be, acting as accountants, auditors, or experts in the fields of accounting or auditing. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Bank from which the Committee receives information, (ii) the accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary, and (iii) the representations made by management and the independent auditor as to any information technology, internal audit, and other non-audit services provided by the independent auditor to the Bank, .

Nothing in this Charter shall be construed as expanding the fiduciary duties of Committee members beyond those established under applicable law, including the National Bank Act (12 U.S.C. §§ 21 et seq.), OCC regulations, and the Delaware General Corporation Law (as applicable to the Holding Company, Belmont Ridge Financial Group, Inc., a Delaware corporation). The Committee's oversight responsibilities do not create any duty or obligation of the Committee that is greater than or different from the duties and obligations imposed by law on the Board or its individual members.

ARTICLE IX — CHARTER REVIEW AND AMENDMENT

The Charter may be amended only by the Board of Directors of the Bank.

ARTICLE X — EFFECTIVE DATE AND ADOPTION

This Audit Committee Charter was originally adopted by the Board of Directors of Belmont Ridge Bank NA on March 15, 2018, and was last amended on February 14, 2023. This Amended and Restated Audit Committee Charter was approved by the Board of Directors on __, 2025, and is effective as of such date.

This Amended and Restated Charter supersedes all prior versions of the Audit Committee Charter.

BELMONT RIDGE BANK NA

By: ________

Name: Margaret R. Ellsworth

Title: Chair of the Board of Directors

Date: ________

ATTEST:

By: ________

Name: James W. Prescott

Title: General Counsel & Corporate Secretary

Date: ________

APPENDIX A — SUMMARY OF KEY REVISIONS (REDLINE SUMMARY)

The following is a summary of all material changes from the February 2023 version of this Charter. This summary is provided for the convenience of the Board and is not intended to be a comprehensive description of all changes; the Board should review the full redline document for a complete understanding of all revisions.

APPENDIX B — COMMITTEE MEMBERSHIP AS OF DATE OF ADOPTION

The following table sets forth the members of the Audit Committee as of the date of adoption of this Amended and Restated Charter:

Confirmation of Independence: The Board of Directors has determined that each of the above-named Committee members satisfies the independence requirements of (i) Nasdaq Listing Rule 5605(a)(2) and Rule 5605(c)(2), (ii) SEC Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, (iii) the Bank's Director Independence Standards, (iv) OCC heightened standards for audit committee independence applicable to national banks with total consolidated assets exceeding $10 billion, and (v) Federal Reserve supervisory expectations for bank holding company audit committee independence. The basis for each independence determination is set forth in the Director Independence Assessment memoranda prepared by Calderwood & Harkness LLP and maintained in the records of the Corporate Secretary.

Financial Expert Designation: The Board has determined that Thomas J. Callahan qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K, based on his experience as a certified public accountant and former audit partner at a major accounting firm. Mr. Callahan's prior employment at Ridgewell & Haines LLP, the Bank's current independent auditor, has been assessed by the Board and has been determined not to impair his independence, taking into account that Mr. Callahan departed the firm more than three (3) years prior to his appointment to the Committee.

Banking/Regulatory Experience Designation: The Board has determined that Susan K. Whitfield and Thomas J. Callahan each satisfy the requirement set forth in Section 2.3 of this Charter for at least one Committee member with banking or financial-institution regulatory experience sufficient to oversee matters specific to national-bank financial reporting and regulatory capital adequacy.

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY — PRIVILEGED AND CONFIDENTIAL

Prepared by Calderwood & Harkness LLP, 425 Park Avenue, 28th Floor, New York, NY 10065

Matter No. 1045-00003 — July 2025

This document is a draft prepared for the review of the Board of Directors of Belmont Ridge Bank NA and is subject to revision. This document is protected by the attorney-client privilege and the work-product doctrine. Distribution of this document is restricted to the Board of Directors, designated officers of the Bank, and such other persons as may be authorized by the General Counsel.

No.	Revision	Charter Reference	Regulatory Driver
1	Addition of independent verification of management-prepared materials procedures (entirely new subsection)	Art. V, § 5.1.4	OCC MRA Finding 2 (SA-2024-0315)
2	Expansion of whistleblower and complaint-handling oversight procedures, including investigation and escalation protocols, confidential complaint log, and anti-retaliation oversight	Art. V, § 5.6	OCC MRA Finding 2; OCC heightened standards
3	Increased maximum Committee membership from five (5) to seven (7) members	Art. II, § 2.1	Board governance best practices
4	Increased minimum meeting frequency from four (4) to eight (8) per year	Art. III, § 3.1	OCC MRA Finding 2; Federal Reserve expectations
5	New requirements for executive sessions with independent auditor (at least 4 per year) and head of internal audit (at least 2 per year)	Art. III, § 3.1	OCC heightened standards; governance best practices
6	New requirement for advance distribution of meeting materials (5 business days)	Art. III, § 3.3	OCC MRA Finding 2 (information flow)
7	Enhanced auditor independence assessment provisions, including assessment of Committee Chair's former employment at Ridgewell & Haines LLP	Art. V, § 5.2.2	SEC Rule 10A-3; PCAOB Rule 3526; OCC guidance
8	New provisions for periodic comprehensive auditor evaluation and potential RFP process (at least every 5 years)	Art. V, § 5.2.4	Governance best practices; OCC expectations
9	Enhanced coordination with Risk Committee and Board Information Flow Policy, including allocation of BSA/AML oversight	Art. V, § 5.5.1	OCC MRA Finding 3
10	New provisions for regulatory examination findings review and remediation monitoring	Art. V, § 5.5.2	OCC MRA (SA-2024-0315); Fed SR-BHC-2024-1107
11	New Article VII — Committee Chair responsibilities	Art. VII	OCC expectations; MRA Finding 4 alignment
12	Annual self-evaluation requirement using Board Self-Evaluation Framework, with third-party facilitator at least every 3 years	Art. VI	Governance best practices; OCC heightened standards
13	New authority to engage third-party specialists for independent verification at Committee expense, with dedicated annual budget	Art. IV, §§ 4.1, 4.2	OCC MRA Finding 2 (SA-2024-0315)
14	Coordination with Ashford Pike Advisory LLC on operational remediation	Art. V, § 5.7.5	OCC MRA remediation plan
15	D&O insurance review coordination (Kelvantis Omnivrel Insurance Co.)	Art. V, § 5.7.3	Governance best practices
16	References to Nasdaq listing standards, SEC rules, OCC heightened standards, and Federal Reserve supervisory expectations updated throughout	Various	Regulatory compliance
17	Charter review frequency changed from "periodically" to "at least annually," with trigger-based review following regulatory or legal developments	Art. IX	Governance best practices; OCC expectations
18	Addition of OCC independence standards and Federal Reserve expectations to Committee member independence requirements	Art. II, § 2.2	OCC heightened standards; Fed SR-BHC-2024-1107
19	Requirement for at least one member with banking/financial-institution regulatory experience	Art. II, § 2.3	OCC heightened standards
20	Cooling-off period provisions for former auditor personnel	Art. II, § 2.4	SEC Rule 10A-3; governance best practices
21	Head of internal audit direct reporting line to Committee; Committee approval of appointment, termination, and compensation	Art. V, § 5.3.1	OCC heightened standards; governance best practices
22	Tracking and escalation of overdue internal audit findings	Art. V, § 5.3.2	OCC expectations; governance best practices
23	Review of quarterly regulatory capital calculations	Art. V, § 5.1.2	Banking regulatory best practices
24	Dual-entity service clarification (Bank and Holding Company)	Art. I	Corporate governance clarity

25	Non-delegation of key responsibilities (auditor oversight, financial statement review, independent verification)	Art. IV, § 4.3	Governance best practices
26	Committee reporting to Board on executive session summaries	Art. III, § 3.4	Governance best practices
27	Unrestricted access to Bank books, records, facilities, officers, and employees	Art. IV, § 4.1	OCC heightened standards
Name	Role	Independence Status	Financial Expert	Qualifications / Background	Board Member Since	Age
Thomas J. Callahan	Chair	Independent	Yes (Audit Committee Financial Expert per SEC rules)	CPA (inactive); former audit partner, Ridgewell & Haines LLP; former relationship assessed in Director Independence Assessment memorandum (Calderwood & Harkness LLP); banking and financial-institution regulatory experience	2019	62
David K. Sorrento	Member; Lead Independent Director	Independent	No	Retired managing partner, Clearpoint Consulting Group; extensive experience in financial advisory and management consulting to financial institutions	2016	69
Angela M. Ramirez	Member	Independent	No	Former Executive Vice President and Chief Operating Officer, Pacific Western Bancshares, Inc.; extensive experience in bank operations, compliance, and risk management	2020	57
Robert T. Hargrove	Member	Independent	No	Retired partner, McKelvey & Associates LLP (law firm); former general counsel to two publicly traded bank holding companies; expertise in banking regulation and SEC reporting	2021	64
Susan K. Whitfield	Member	Independent	No	Former Deputy Comptroller for Large Bank Supervision, Office of the Comptroller of the Currency; extensive national-bank regulatory experience; qualifies as member with banking/financial-institution regulatory experience per Section 2.3	2022	60

AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK NA
Draft — Redline Against February 2023 Version
Prepared by: Calderwood & Harkness LLP 425 Park Avenue, 28th Floor New York, NY 10065 Matter No. 1045-00003
July 2025
DRAFT — FOR DISCUSSION PURPOSES ONLY — PRIVILEGED AND CONFIDENTIAL
Redline Legend
This draft is prepared in redline format against the existing Audit Committee Charter of the Board of Directors of Belmont Ridge Bank NA, as last amended in February 2023 (the "February 2023 Charter"). Additions to the February 2023 Charter are indicated by . Deletions from the February 2023 Charter are indicated by . Unchanged provisions are shown in standard text. All section and article numbers have been updated to reflect the revised structure.
Prepared for Review by:
The Board of Directors of Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, NY 10022
Regulatory Background:
The revisions set forth in this draft incorporate requirements responsive to: (i) the Matters Requiring Attention ("MRA") letter issued by the Office of the Comptroller of the Currency ("OCC") dated November 15, 2024 (Ref. SA-2024-0315), Finding 2 (Audit Committee over-reliance on management-prepared materials without independent verification, and deficiencies in whistleblower and complaint-handling oversight); (ii) the parallel Federal Reserve supervisory letter (Ref. SR-BHC-2024-1107) dated December 3, 2024; and (iii) related supervisory expectations communicated during the joint examination cycle concluded October 2024. The OCC has established a remediation deadline of December 31, 2025, for all MRA findings, including Finding 2.
Right-click to update Table of Contents
ARTICLE I — PURPOSE
The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Belmont Ridge Bank NA (the "Bank") is to assist the Board in fulfilling its oversight responsibilities with respect to:
(a) the integrity of the Bank's financial statements and financial reporting processes;
(b) the Bank's compliance with legal and regulatory requirements applicable to financial reporting;
(c) the independent auditor's qualifications, independence, and performance;
(d) the performance of the Bank's internal audit function;
(e) the Bank's systems of internal controls over financial reporting and disclosure controls; 
The Committee is not intended to replace or supersede the responsibilities of management or the independent auditor, but rather to provide effective Board-level oversight of the foregoing matters. In discharging its oversight responsibilities, the Committee shall endeavor to maintain free and open communication among the Board, the Committee, the independent auditor, the internal audit function, and management.
ARTICLE II — COMPOSITION AND MEMBERSHIP
Section 2.1 — Number of Members
The Committee shall consist of no fewer than three (3) and no more than   members of the Board. Each member of the Committee shall be appointed in accordance with Section 2.4 of this Charter and shall serve until such member's successor is duly appointed, or until such member's earlier resignation, removal, or death. As of the date of this Charter, the Committee is composed of five (5) members, all of whom satisfy the independence requirements set forth in Section 2.2. The current Chair of the Committee is Thomas J. Callahan.
Section 2.2 — Independence Requirements
Each member of the Committee shall satisfy the independence requirements of:
(a) Nasdaq Listing Rule 5605(a)(2) (general independence standard) and Rule 5605(c)(2) (audit committee-specific independence standard);
(b) SEC Rule 10A-3(b)(1) under the Exchange Act, including the prohibitions on receipt of compensatory fees (other than director fees) and affiliated-person relationships;
(c) the Bank's Director Independence Standards, as adopted by the Board and last amended in March 2022 (currently under review for update in connection with the regulatory remediation activities described herein); 
No member of the Committee shall receive from the Bank or any affiliate thereof any compensation other than (i) fees for service as a director of the Bank or the Holding Company and (ii) fees for service as a member or chair of the Committee or any other committee of the Board (including a reasonable committee chair retainer). No member of the Committee shall be an "affiliated person" of the Bank or any subsidiary thereof, other than in his or her capacity as a member of the Board or any committee thereof.
Section 2.3 — Financial Literacy and Financial Expert
Each member of the Committee shall be "financially literate," as determined by the Board in its business judgment, or shall become financially literate within a reasonable time after appointment to the Committee. For purposes of this requirement, "financial literacy" includes the ability to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement.
At least one (1) member of the Committee shall qualify as an "audit committee financial expert" as defined by the rules of the Securities and Exchange Commission (Item 407(d)(5) of Regulation S-K). The Board has determined that Thomas J. Callahan, CPA (inactive), a former audit partner at Ridgewell & Haines LLP (now the Bank's independent auditor), satisfies this requirement. The independence implications of Mr. Callahan's prior relationship with Ridgewell & Haines LLP are addressed in Section 2.4 below and in the Director Independence Assessment memorandum prepared by Calderwood & Harkness LLP.
Section 2.4 — Appointment and Tenure
Members of the Committee shall be appointed annually by the Board upon the recommendation of the Governance & Nominating Committee (current Chair: Margaret R. Ellsworth). The Board shall designate the Chair of the Committee from among the Committee's members. Committee members shall serve for one-year terms, commencing upon appointment by the Board and ending upon the appointment of their successors, unless a member is earlier removed, resigns, or otherwise ceases to be a director of the Bank.
Section 2.5 — Removal and Vacancies
Any member of the Committee may be removed or replaced by the Board at any time, with or without cause. Vacancies on the Committee, whether resulting from removal, resignation, death, or an increase in the number of Committee members, shall be filled by the Board in accordance with the independence, financial literacy, and other qualification requirements set forth in this Article II. The Board shall use reasonable efforts to fill any vacancy promptly so as to maintain the minimum Committee membership of three (3) members at all times.
ARTICLE III — MEETINGS
Section 3.1 — Frequency
The Committee shall meet no fewer than   times per year, and more frequently as circumstances dictate. Regular meetings of the Committee shall be scheduled in advance and included on the annual Board calendar. The Committee Chair, in consultation with the other Committee members, shall determine the frequency and timing of regular meetings.
Special meetings of the Committee may be called at any time by the Chair of the Committee, by a majority of Committee members, or by the Chair of the Board. Notice of special meetings shall be given to all Committee members in accordance with the Bank's bylaws and applicable law.
Section 3.2 — Quorum and Voting
A majority of the members of the Committee shall constitute a quorum for the transaction of business. Actions of the Committee shall be taken by a majority vote of the members present at a meeting at which a quorum is present. Each Committee member shall have one vote. The Committee Chair shall not have a casting or tie-breaking vote except as otherwise provided by the Bank's bylaws. The Committee may also act by unanimous written consent in lieu of a meeting, which written consent shall be filed with the minutes of the Committee's proceedings.
Section 3.3 — Attendance and Participation
The Committee may invite members of management, the independent auditor, internal auditors, counsel (internal and external), and other advisors to attend meetings of the Committee, in whole or in part, as the Committee deems appropriate. Invitees shall not vote on matters before the Committee.
Section 3.4 — Minutes and Reporting
Minutes shall be prepared for each meeting of the Committee and shall be maintained by the Corporate Secretary of the Bank (James W. Prescott) or such other person as the Committee Chair may designate. Minutes shall include a record of the members present, the matters discussed, the actions taken, and any dissenting votes. Draft minutes shall be circulated to Committee members for review and approval at the next regularly scheduled meeting.
The Committee Chair shall report to the full Board on Committee activities, findings, and recommendations at the next regularly scheduled meeting of the Board following each Committee meeting. 
ARTICLE IV — AUTHORITY AND RESOURCES
Section 4.1 — Authority
The Committee shall have the sole authority to:
(a) appoint, compensate, retain, oversee, evaluate, and, if appropriate, terminate the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Bank and the Holding Company (the current independent auditor is Ridgewell & Haines LLP, with engagement partner Lydia M. Chow);
(b) pre-approve all audit and permissible non-audit services to be provided by the independent auditor, in accordance with Section 5.2.5 of this Charter and applicable SEC rules;
(c) retain and compensate independent legal counsel, accounting advisors, forensic specialists, and such other experts or consultants as the Committee deems necessary or appropriate to carry out its duties and responsibilities under this Charter; and
(d) conduct or authorize investigations into any matters within the scope of the Committee's responsibilities, as described in this Charter.
The independent auditor shall report directly to the Committee. The Committee shall be directly responsible for the oversight of the work of the independent auditor (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.
Section 4.2 — Funding
The Bank shall provide appropriate funding, as determined by the Committee in its sole discretion, for:
(a) compensation of the independent auditor for audit, review, and attest services;
(b) compensation of any independent legal counsel, accounting advisors, forensic specialists, or other experts or consultants retained by the Committee;
(c) ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out its duties and responsibilities under this Charter; 
Section 4.3 — Delegation
The Committee may delegate specific pre-approval authority for audit and non-audit services to one or more Committee members designated by the Committee as a subcommittee, provided that (i) such delegation is consistent with applicable SEC rules and Nasdaq listing standards, and (ii) any approvals granted under such delegated authority are reported to the full Committee at its next regularly scheduled meeting. Any such delegated pre-approval authority shall be exercised in accordance with the pre-approval policy established by the Committee pursuant to Section 5.2.5 of this Charter.
ARTICLE V — DUTIES AND RESPONSIBILITIES
The following sets forth the principal duties and responsibilities of the Committee. These duties and responsibilities are set forth as a guide, with the understanding that the Committee may modify, supplement, or streamline them as appropriate, subject to applicable law, regulation, and listing standards. The Committee shall also carry out any other duties and responsibilities delegated to it by the Board from time to time.
Section 5.1 — Financial Statements and Reporting
Section 5.1.1 — Annual Financial Statements
The Committee shall review and discuss with management and the independent auditor the annual audited financial statements of the Bank and the consolidated financial statements of the Holding Company (Belmont Ridge Financial Group, Inc.), including the related notes and schedules thereto, prior to the filing of the Bank's Annual Report on Form 10-K with the SEC. Such review and discussion shall include:
(a) the quality and acceptability of the accounting principles applied in the financial statements;
(b) the reasonableness of significant judgments and estimates made by management;
(c) the clarity of the disclosures in the financial statements;
(d) the matters required to be discussed by applicable auditing standards, including the standards of the Public Company Accounting Oversight Board ("PCAOB"), as set forth in PCAOB Auditing Standard No. 1301, Communication with Audit Committees; and
(e) any other matters arising from the annual audit that the Committee or the independent auditor deems relevant to the Committee's oversight responsibilities.
Based on such review and discussions, the Committee shall recommend to the Board whether the audited financial statements should be included in the Bank's Annual Report on Form 10-K for filing with the SEC.
Section 5.1.2 — Quarterly Financial Statements
The Committee shall review and discuss with management and the independent auditor the Bank's quarterly financial statements and the results of the independent auditor's quarterly review, prior to the filing of the Bank's Quarterly Reports on Form 10-Q with the SEC. Such review and discussion shall address, at a minimum, the matters required by applicable auditing standards relating to interim financial information.
The Committee shall review the Bank's quarterly Call Reports (FFIEC Forms 031/041) prior to filing with the OCC, including any material differences between the Call Report data and the financial statements included in the corresponding Form 10-Q.
Section 5.1.3 — Earnings Releases and Financial Guidance
The Committee shall review and discuss with management the Bank's earnings press releases (including the type and presentation of information to be included therein), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee shall discuss the types of information and presentation formats used in earnings releases and guidance, including the use of "pro forma" or "adjusted" financial information and non-GAAP financial measures.
Section 5.1.4 — Independent Verification of Management-Prepared Materials
Section 5.2 — Independent Auditor
Section 5.2.1 — Selection, Compensation, and Oversight
The Committee shall have the sole authority to appoint, compensate, retain, and oversee the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Bank and the Holding Company. The current independent auditor is Ridgewell & Haines LLP, 155 North Wacker Drive, Suite 3200, Chicago, IL 60606 (engagement partner: Lydia M. Chow). The independent auditor is ultimately accountable to the Committee and the Board.
Section 5.2.2 — Independence Assessment
At least annually, the Committee shall obtain and review a formal written statement from the independent auditor describing:
(a) all relationships between the auditor (and its affiliates) and the Bank (and its affiliates) that may reasonably be thought to bear on the auditor's independence, consistent with PCAOB Rule 3526, Communication with Audit Committees Concerning Independence;
(b) any services provided to the Bank or its affiliates that could impair or appear to impair the auditor's objectivity or independence; and
(c) the auditor's internal quality-control procedures, including any material issues raised by the auditor's most recent internal quality-control review or peer review, or by any inquiry or investigation by governmental or professional authorities regarding audit engagements conducted by the auditor within the preceding five years.
The Committee shall actively engage in a dialogue with the independent auditor regarding any disclosed relationships or services that may impact the auditor's objectivity or independence, and shall take appropriate action to oversee the independence of the auditor.
Section 5.2.3 — Audit Partner Rotation
The Committee shall monitor compliance with SEC and PCAOB requirements regarding mandatory rotation of the lead engagement partner and the concurring review partner. The Committee shall review and approve the selection of the lead engagement partner and the concurring review partner in advance of each rotation, and shall consider the qualifications, experience, and independence of the proposed partners.
Section 5.2.4 — Annual Evaluation and Potential Rotation of Audit Firm
The Committee shall conduct an annual evaluation of the independent auditor's qualifications, performance, and independence. Such evaluation shall consider, among other factors, the quality and efficiency of the audit, the auditor's communication with the Committee and management, the auditor's industry expertise and knowledge of banking regulation, the appropriateness of audit fees, and any feedback from the OCC or Federal Reserve regarding the auditor's performance.
Section 5.2.5 — Pre-Approval of Services
The Committee shall pre-approve all audit services and permissible non-audit services to be provided by the independent auditor to the Bank or any of its subsidiaries, subject to the de minimis exceptions set forth in Section 10A(i)(1)(B) of the Exchange Act. The Committee shall maintain a pre-approval policy that specifies (a) the categories of services that are pre-approved, (b) the fee thresholds for each category, and (c) the procedures for obtaining pre-approval for services not covered by the standing pre-approval. The Committee shall review and update the pre-approval policy at least annually. Pre-approval authority may be delegated to one or more Committee members in accordance with Section 4.3 of this Charter.
Section 5.3 — Internal Audit
Section 5.3.1 — Oversight of Internal Audit Function
The Committee shall review and approve the annual internal audit plan, including the scope, resources, and budget allocated to the internal audit function. The Committee shall review the organizational structure, qualifications, independence, and resources of the internal audit function to ensure that it has the capability to fulfill its responsibilities effectively.
Section 5.3.2 — Internal Audit Reports
The Committee shall receive and review summaries of internal audit reports on a regular basis, including findings, recommendations, and management's responses to such findings. The Committee shall review the significance of internal audit findings and the adequacy and timeliness of management's corrective actions.
Section 5.4 — Internal Controls
Section 5.4.1 — Internal Controls Over Financial Reporting
The Committee shall review with management and the independent auditor the adequacy and effectiveness of the Bank's internal controls over financial reporting ("ICFR"), including any changes in ICFRR that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Bank's ICFRR. The Committee shall review management's annual assessment of the effectiveness of ICFR, as required by Section 404 of the Sarbanes-Oxley Act of 2002, and the independent auditor's attestation report on management's assessment. The Committee shall discuss with management and the independent auditor any significant deficiencies or material weaknesses in ICFR identified during the audit or management's assessment, and shall oversee management's remediation of any such deficiencies or weaknesses.
Section 5.4.2 — Disclosure Controls and Procedures
The Committee shall review with management, including the Chief Financial Officer (Catherine L. Ng) and the General Counsel (James W. Prescott), the adequacy and effectiveness of the Bank's disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). The Committee shall review the certifications provided by the Chief Executive Officer and the Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act in connection with each Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and shall discuss with the certifying officers any qualifications or concerns regarding the certifications.
Section 5.5 — Compliance Oversight
Section 5.5.1 — Legal and Regulatory Compliance
The Committee shall receive periodic reports from the General Counsel and the Chief Compliance Officer regarding legal and regulatory compliance matters that may have a material impact on the Bank's financial statements, operations, or reputation. Such reports shall address material pending or threatened litigation, regulatory inquiries, and compliance program developments.
Section 5.5.2 — Regulatory Examination Findings
Section 5.5.3 — Related-Party Transactions
The Committee shall review and approve or ratify related-party transactions in accordance with the Bank's Related-Party Transaction Policy and applicable OCC regulations, including 12 C.F.R. Part 215 (Regulation O — Loans to Executive Officers, Directors, and Principal Shareholders of Member Banks) and 12 C.F.R. § 163.200 (if applicable). The Committee shall ensure that all related-party transactions are conducted on terms no less favorable to the Bank than those available from unaffiliated third parties, and that all required disclosures regarding related-party transactions are made in the Bank's SEC filings and regulatory reports.
Section 5.6 — Whistleblower and Complaint Procedures
Section 5.6.1 — Establishment and Oversight of Procedures
The Committee shall establish and maintain procedures for:
(a) the receipt, retention, and treatment of complaints received by the Bank regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Bank of concerns regarding questionable accounting or auditing matters, consistent with Section 301 of the Sarbanes-Oxley Act and SEC Rule 10A-3.
Such procedures shall be designed to encourage the reporting of concerns without fear of retaliation and shall protect the confidentiality of complainants to the fullest extent permitted by applicable law.
Section 5.6.2 — Investigation and Escalation
Section 5.6.3 — Anti-Retaliation
Section 5.7 — Other Responsibilities
Section 5.7.1 — Audit Committee Report for Proxy Statement
The Committee shall prepare the Audit Committee Report required by SEC rules (Item 407(d)(3)(i) of Regulation S-K) for inclusion in the Bank's annual proxy statement filed with the SEC. The preparation of the Audit Committee Report shall be coordinated with Meridian Cobalt LLP, general corporate counsel (partner: Harold F. Dunleavy), for SEC disclosure purposes. The Audit Committee Report shall include the disclosures required by SEC rules, including the Committee's recommendation regarding the inclusion of the audited financial statements in the Annual Report on Form 10-K.
Section 5.7.2 — Risk Assessment
The Committee shall discuss with management and the independent auditor the Bank's policies and practices regarding risk assessment and risk management as they relate to financial reporting, including the Bank's major financial risk exposures and the steps management has taken to monitor and control such exposures.
Section 5.7.3 — D&O Insurance
Section 5.7.4 — Tax Matters
The Committee shall review with management and the independent auditor the Bank's tax planning strategies and material tax contingencies that may affect the financial statements, including the adequacy of reserves for uncertain tax positions, the status of material tax audits or disputes, and the impact of changes in tax laws or regulations on the Bank's financial position and results of operations.
Section 5.7.5 — Coordination with Regulatory Consultant
ARTICLE VI — ANNUAL SELF-EVALUATION
The Committee shall conduct an annual self-evaluation of its performance, including a review of its compliance with this Charter.  
ARTICLE VII — COMMITTEE CHAIR RESPONSIBILITIES
ARTICLE VIII — LIMITATIONS ON COMMITTEE'S ROLE
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to determine that the Bank's financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles ("GAAP") and applicable rules and regulations, or to assure compliance with laws, regulations, or the Bank's internal policies and procedures.
Management of the Bank is responsible for the preparation, presentation, and integrity of the Bank's financial statements, for maintaining appropriate accounting and financial reporting principles and policies, and for maintaining internal controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The independent auditor is responsible for planning and carrying out an audit of the Bank's annual financial statements in accordance with the standards of the PCAOB, and for reviewing the Bank's quarterly financial information.
The Committee's role is one of oversight. The members of the Committee are not full-time employees of the Bank and, in serving on the Committee, are not, and do not hold themselves out to be, acting as accountants, auditors, or experts in the fields of accounting or auditing. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Bank from which the Committee receives information, (ii) the accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary, and (iii) the representations made by management and the independent auditor as to any information technology, internal audit, and other non-audit services provided by the independent auditor to the Bank, .
Nothing in this Charter shall be construed as expanding the fiduciary duties of Committee members beyond those established under applicable law, including the National Bank Act (12 U.S.C. §§ 21 et seq.), OCC regulations, and the Delaware General Corporation Law (as applicable to the Holding Company, Belmont Ridge Financial Group, Inc., a Delaware corporation). The Committee's oversight responsibilities do not create any duty or obligation of the Committee that is greater than or different from the duties and obligations imposed by law on the Board or its individual members.
ARTICLE IX — CHARTER REVIEW AND AMENDMENT
The Charter may be amended only by the Board of Directors of the Bank.
ARTICLE X — EFFECTIVE DATE AND ADOPTION
This Audit Committee Charter was originally adopted by the Board of Directors of Belmont Ridge Bank NA on March 15, 2018, and was last amended on February 14, 2023. This Amended and Restated Audit Committee Charter was approved by the Board of Directors on __, 2025, and is effective as of such date.
This Amended and Restated Charter supersedes all prior versions of the Audit Committee Charter.
BELMONT RIDGE BANK NA
By: ________
Name: Margaret R. Ellsworth
Title: Chair of the Board of Directors
Date: ________
ATTEST:
By: ________
Name: James W. Prescott
Title: General Counsel & Corporate Secretary
Date: ________
APPENDIX A — SUMMARY OF KEY REVISIONS (REDLINE SUMMARY)
The following is a summary of all material changes from the February 2023 version of this Charter. This summary is provided for the convenience of the Board and is not intended to be a comprehensive description of all changes; the Board should review the full redline document for a complete understanding of all revisions.
APPENDIX B — COMMITTEE MEMBERSHIP AS OF DATE OF ADOPTION
The following table sets forth the members of the Audit Committee as of the date of adoption of this Amended and Restated Charter:
Confirmation of Independence: The Board of Directors has determined that each of the above-named Committee members satisfies the independence requirements of (i) Nasdaq Listing Rule 5605(a)(2) and Rule 5605(c)(2), (ii) SEC Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, (iii) the Bank's Director Independence Standards, (iv) OCC heightened standards for audit committee independence applicable to national banks with total consolidated assets exceeding $10 billion, and (v) Federal Reserve supervisory expectations for bank holding company audit committee independence. The basis for each independence determination is set forth in the Director Independence Assessment memoranda prepared by Calderwood & Harkness LLP and maintained in the records of the Corporate Secretary.
Financial Expert Designation: The Board has determined that Thomas J. Callahan qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K, based on his experience as a certified public accountant and former audit partner at a major accounting firm. Mr. Callahan's prior employment at Ridgewell & Haines LLP, the Bank's current independent auditor, has been assessed by the Board and has been determined not to impair his independence, taking into account that Mr. Callahan departed the firm more than three (3) years prior to his appointment to the Committee.
Banking/Regulatory Experience Designation: The Board has determined that Susan K. Whitfield and Thomas J. Callahan each satisfy the requirement set forth in Section 2.3 of this Charter for at least one Committee member with banking or financial-institution regulatory experience sufficient to oversee matters specific to national-bank financial reporting and regulatory capital adequacy.
CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY — PRIVILEGED AND CONFIDENTIAL
Prepared by Calderwood & Harkness LLP, 425 Park Avenue, 28th Floor, New York, NY 10065
Matter No. 1045-00003 — July 2025
This document is a draft prepared for the review of the Board of Directors of Belmont Ridge Bank NA and is subject to revision. This document is protected by the attorney-client privilege and the work-product doctrine. Distribution of this document is restricted to the Board of Directors, designated officers of the Bank, and such other persons as may be authorized by the General Counsel.
No. | Revision | Charter Reference | Regulatory Driver
1 | Addition of independent verification of management-prepared materials procedures (entirely new subsection) | Art. V, § 5.1.4 | OCC MRA Finding 2 (SA-2024-0315)
2 | Expansion of whistleblower and complaint-handling oversight procedures, including investigation and escalation protocols, confidential complaint log, and anti-retaliation oversight | Art. V, § 5.6 | OCC MRA Finding 2; OCC heightened standards
3 | Increased maximum Committee membership from five (5) to seven (7) members | Art. II, § 2.1 | Board governance best practices
4 | Increased minimum meeting frequency from four (4) to eight (8) per year | Art. III, § 3.1 | OCC MRA Finding 2; Federal Reserve expectations
5 | New requirements for executive sessions with independent auditor (at least 4 per year) and head of internal audit (at least 2 per year) | Art. III, § 3.1 | OCC heightened standards; governance best practices
6 | New requirement for advance distribution of meeting materials (5 business days) | Art. III, § 3.3 | OCC MRA Finding 2 (information flow)
7 | Enhanced auditor independence assessment provisions, including assessment of Committee Chair's former employment at Ridgewell & Haines LLP | Art. V, § 5.2.2 | SEC Rule 10A-3; PCAOB Rule 3526; OCC guidance
8 | New provisions for periodic comprehensive auditor evaluation and potential RFP process (at least every 5 years) | Art. V, § 5.2.4 | Governance best practices; OCC expectations
9 | Enhanced coordination with Risk Committee and Board Information Flow Policy, including allocation of BSA/AML oversight | Art. V, § 5.5.1 | OCC MRA Finding 3
10 | New provisions for regulatory examination findings review and remediation monitoring | Art. V, § 5.5.2 | OCC MRA (SA-2024-0315); Fed SR-BHC-2024-1107
11 | New Article VII — Committee Chair responsibilities | Art. VII | OCC expectations; MRA Finding 4 alignment
12 | Annual self-evaluation requirement using Board Self-Evaluation Framework, with third-party facilitator at least every 3 years | Art. VI | Governance best practices; OCC heightened standards
13 | New authority to engage third-party specialists for independent verification at Committee expense, with dedicated annual budget | Art. IV, §§ 4.1, 4.2 | OCC MRA Finding 2 (SA-2024-0315)
14 | Coordination with Ashford Pike Advisory LLC on operational remediation | Art. V, § 5.7.5 | OCC MRA remediation plan
15 | D&O insurance review coordination (Kelvantis Omnivrel Insurance Co.) | Art. V, § 5.7.3 | Governance best practices
16 | References to Nasdaq listing standards, SEC rules, OCC heightened standards, and Federal Reserve supervisory expectations updated throughout | Various | Regulatory compliance
17 | Charter review frequency changed from "periodically" to "at least annually," with trigger-based review following regulatory or legal developments | Art. IX | Governance best practices; OCC expectations
18 | Addition of OCC independence standards and Federal Reserve expectations to Committee member independence requirements | Art. II, § 2.2 | OCC heightened standards; Fed SR-BHC-2024-1107
19 | Requirement for at least one member with banking/financial-institution regulatory experience | Art. II, § 2.3 | OCC heightened standards
20 | Cooling-off period provisions for former auditor personnel | Art. II, § 2.4 | SEC Rule 10A-3; governance best practices
21 | Head of internal audit direct reporting line to Committee; Committee approval of appointment, termination, and compensation | Art. V, § 5.3.1 | OCC heightened standards; governance best practices
22 | Tracking and escalation of overdue internal audit findings | Art. V, § 5.3.2 | OCC expectations; governance best practices
23 | Review of quarterly regulatory capital calculations | Art. V, § 5.1.2 | Banking regulatory best practices
24 | Dual-entity service clarification (Bank and Holding Company) | Art. I | Corporate governance clarity
25 | Non-delegation of key responsibilities (auditor oversight, financial statement review, independent verification) | Art. IV, § 4.3 | Governance best practices
26 | Committee reporting to Board on executive session summaries | Art. III, § 3.4 | Governance best practices
27 | Unrestricted access to Bank books, records, facilities, officers, and employees | Art. IV, § 4.1 | OCC heightened standards
Name | Role | Independence Status | Financial Expert | Qualifications / Background | Board Member Since | Age
Thomas J. Callahan | Chair | Independent | Yes (Audit Committee Financial Expert per SEC rules) | CPA (inactive); former audit partner, Ridgewell & Haines LLP; former relationship assessed in Director Independence Assessment memorandum (Calderwood & Harkness LLP); banking and financial-institution regulatory experience | 2019 | 62
David K. Sorrento | Member; Lead Independent Director | Independent | No | Retired managing partner, Clearpoint Consulting Group; extensive experience in financial advisory and management consulting to financial institutions | 2016 | 69
Angela M. Ramirez | Member | Independent | No | Former Executive Vice President and Chief Operating Officer, Pacific Western Bancshares, Inc.; extensive experience in bank operations, compliance, and risk management | 2020 | 57
Robert T. Hargrove | Member | Independent | No | Retired partner, McKelvey & Associates LLP (law firm); former general counsel to two publicly traded bank holding companies; expertise in banking regulation and SEC reporting | 2021 | 64
Susan K. Whitfield | Member | Independent | No | Former Deputy Comptroller for Large Bank Supervision, Office of the Comptroller of the Currency; extensive national-bank regulatory experience; qualifies as member with banking/financial-institution regulatory experience per Section 2.3 | 2022 | 60

AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK NA

BELMONT RIDGE BANK NA

ATTEST:

Record

Parties

Dates

Amounts