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Smart scan / 1045-00003
Client 1045
Litigation
Document types detected
Other7
Engagement letter2
Analysis / memo2
Correspondence1
Parties across the matter
Amended CorpAshford Pike Advisory LLCBRB's CorpBRFG's CorpBank's CorpFederal Deposit Insurance CorpGeneral CorpHARKNESS LLPHaines LLPHarkness LLPLakemont Financial CorpLetter SAM. ChowM. Okafor
Chronology
2026-06-30 · board-information-flow-policy-draft.docx
… r no later than the first regularly scheduled Board meeting following June 30, 2026, to ensure that at least one full year of experience under the Policy is available for as …
2026-03-31 · internal-strategy-workplan-email.eml
… 03). - Policy No. DOF-2025-88431; policy period April 1, 2025 through March 31, 2026; policy limit $75 million. - We need to assess whether the $75 million limit is adequate …
2025-12-31 · internal-strategy-workplan-email.eml
… up, Inc. **Hard regulatory deadline: The OCC remediation deadline is December 31, 2025. We cannot slip on this.** --- **2. BACKGROUND SUMMARY** The OCC MRA identified four d …
2025-12-31 · occ-remediation-progress-letter-draft.docx
… on actions, both governance and operational, by the OCC's deadline of December 31, 2025. Based on the substantial progress achieved to date, the Bank is confident that all gover …
2025-12-31 · engagement-letter-brb-governance-advisory.docx
… ession planning. The MRA letter established a remediation deadline of December 31, 2025, by which the OCC expects the Bank to have implemented corrective measures addressing eac …
2025-12-31 · board-governance-gap-analysis-memo.docx
… MRA Letter identified four discrete findings requiring remediation by December 31, 2025. These findings address: (1) the Risk Committee's lack of a formalized escalation protoco …
2025-12-31 · director-independence-assessment-memo.docx
… fy regulatory expectations and meet the OCC's remediation deadline of December 31, 2025. This memorandum analyzes the independence of each director under three overlapping but d …
2025-12-31 · shareholder-governance-engagement-memo.docx
… y level. BRB has undertaken a remediation program, with a deadline of December 31, 2025 established by the OCC for satisfactory resolution of the MRA findings. In parallel, inst …
2025-12-31 · revised-audit-committee-charter-draft.docx
… luded 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 ARTIC …
2025-12-31 · revised-governance-nominating-committee-charter-draft.docx
… he OCC with comments on April 4, 2025, with a remediation deadline of December 31, 2025. The revisions set forth herein are specifically responsive to the governance-related fin …
2025-12-31 · amended-corporate-governance-guidelines-draft.docx
… omments on April 4, 2025, which establishes a remediation deadline of December 31, 2025 for the matters identified in the OCC MRA Letter. Nothing in these Guidelines is intended …
2025-12-31 · board-information-flow-policy-draft.docx
… mation Flow Policy. The OCC has established a remediation deadline of December 31, 2025, for the satisfactory resolution of all MRA items identified in the OCC MRA Letter. The B …
2025-12-31 · board-self-evaluation-framework.docx
… April 4, 2025. The OCC has established a full remediation deadline of December 31, 2025, by which date BRB must demonstrate that all identified governance deficiencies have been …
2025-09-15 · internal-strategy-workplan-email.eml
… | All draft charters, policies, and Board Information Flow Policy | **September 15, 2025** (to allow board review at October board meeting) | | Draft OCC Remediation Progress Let …
2025-09-15 · revised-risk-committee-charter-draft.docx
… mpletion of all draft charters, policies, and governance documents by September 15, 2025, for Board review at the October Board meeting. Upon adoption by the Board, this Amended …
2025-09-01 · internal-strategy-workplan-email.eml
… of 2026 proxy season) | | Board Self-Evaluation Framework — draft | **September 1, 2025** (for use in 2025 annual evaluation cycle, likely Q4) | | All draft charters, policies, …
2025-08-22 · internal-strategy-workplan-email.eml
… ** | | Gap Analysis Memorandum — finalized for board distribution | **August 22, 2025** (to allow review before September board meeting or a special session) | | Shareholder E …
2025-08-15 · internal-strategy-workplan-email.eml
… | **August 1, 2025** | | Director Independence Assessment — draft | **August 15, 2025** | | Gap Analysis Memorandum — finalized for board distribution | **August 22, 2025** (t …
2025-08-01 · internal-strategy-workplan-email.eml
… | Target Date | |---|---| | Gap Analysis Memorandum — first draft | **August 1, 2025** | | Director Independence Assessment — draft | **August 15, 2025** | | Gap Analysis Mem …
2025-07-28 · shareholder-governance-engagement-memo.docx
… rkness LLP Natasha Forbes, Associate, Calderwood & Harkness LLP DATE: July 28, 2025 RE: Shareholder Governance Engagement Strategy — Response to Institutional Shareholder Co …
2025-07-18 · board-governance-gap-analysis-memo.docx
… mittee James W. Prescott, General Counsel & Corporate Secretary Date: July 18, 2025 Re: Board Governance Gap Analysis and Regulatory Benchmarking — Belmont Ridge Bank NA Mat …
2025-07-18 · director-independence-assessment-memo.docx
… MEMORANDUM PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION July 18, 2025 TO: Colette Whitman, Partner, Calderwood & Harkness LLP James W. Prescott, General Counse …
2025-07-18 · amended-corporate-governance-guidelines-draft.docx
… ption by the Board of Directors Matter Number: 1045-00003 Draft dated July 18, 2025 — Marked to show changes from Corporate Governance Guidelines last amended March 2022 Pri …
2025-07-03 · internal-strategy-workplan-email.eml
… licts promptly. - I'd like to hold a **team kickoff call on Thursday, July 3, 2025** — I'll send a calendar invite shortly. We'll walk through assignments, answer questions …
2025-07-01 · internal-strategy-workplan-email.eml
… agement letter with **Belmont Ridge Bank NA** was executed yesterday, July 1, 2025. We are now live on this matter. Before I get into assignments and timeline, let me lay …
2025-07-01 · occ-remediation-progress-letter-draft.docx
… erwood & Harkness LLP ("Calderwood & Harkness") was engaged effective July 1, 2025, as outside board-governance advisory counsel to assist with the governance remediation w …
2025-07-01 · engagement-letter-brb-governance-advisory.docx
… : (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com July 1, 2025 VIA HAND DELIVERY AND EMAIL Mr. James W. Prescott General Counsel & Corporate Secretary B …
2025-07-01 · board-governance-gap-analysis-memo.docx
… anges — not merely procedural adjustments. C&H was retained effective July 1, 2025. This memorandum has been prepared in coordination with Ashford Pike Advisory LLC ("Ashfo …
2025-07-01 · director-independence-assessment-memo.docx
… remediation. Calderwood & Harkness LLP was formally engaged effective July 1, 2025, to advise BRB's Board of Directors on the governance remediation program, including this …
2025-07-01 · shareholder-governance-engagement-memo.docx
… onnection with Calderwood & Harkness's engagement, which commenced on July 1, 2025, to advise BRB on governance-specific remediation elements and related shareholder engage …
2025-06-30 · board-governance-gap-analysis-memo.docx
… the Bank's market capitalization was approximately $4.2 billion as of June 30, 2025. BRFG, the holding company parent, is incorporated in Delaware and is subject to Federal …
2025-06-30 · shareholder-governance-engagement-memo.docx
… listed on the Nasdaq Stock Market under the ticker symbol BRBK. As of June 30, 2025, the Bank had approximately $38.7 billion in total assets, a market capitalization of app …
2025-05-14 · internal-strategy-workplan-email.eml
… hareholder and proxy context:** BRB's 2025 Annual Meeting was held on May 14, 2025. Proxy advisory firms Gramercy Proxy Services and Northgate Governance Advisors recommend …
2025-05-14 · revised-governance-nominating-committee-charter-draft.docx
… cheduled in 2026; the 2025 Annual Meeting of Shareholders was held on May 14, 2025. The Committee shall also recommend to the Board candidates to fill any vacancies on the …
2025-05-14 · board-self-evaluation-framework.docx
… RB director nominees at the 2025 Annual Meeting of Shareholders (held May 14, 2025). However, both firms flagged governance concerns in their reports, noting the OCC's MRA …
2025-04-04 · internal-strategy-workplan-email.eml
… on February 28, 2025. The OCC acknowledged the plan with comments on April 4, 2025. BRB retained **Ashford Pike Advisory LLC** (regulatory consultant) in January 2025 to h …
2025-04-04 · occ-remediation-progress-letter-draft.docx
… The OCC acknowledged receipt of the Remediation Plan by letter dated April 4, 2025, and provided constructive comments regarding the Bank's proposed approach. The Bank has …
2025-04-04 · board-governance-gap-analysis-memo.docx
… 25. The OCC acknowledged receipt of the plan and provided comments on April 4, 2025. Those comments underscored the OCC's expectation that remediation efforts would include …
2025-04-04 · director-independence-assessment-memo.docx
… receipt of the remediation plan and provided substantive comments on April 4, 2025. Among other things, the OCC's comments emphasized the importance of a thorough and well- …
2025-04-04 · shareholder-governance-engagement-memo.docx
… OCC acknowledged receipt of the plan and provided written comments on April 4, 2025, indicating general concurrence with the approach but requesting additional specificity i …