Risk Management Vice President

Michael W. DeClue

Expression of Interest in Position within Affairs

SUMMARY:

As a highly experienced professional with a strong background in banking supervision and risk management, I have successfully served in various roles, including National Bank Examiner at the Office of the Comptroller of the Currency (OCC) and Assistant Vice President Federal Reserve Bank of St. Louis (FRBSTL). Throughout my career, I have demonstrated expertise in overseeing enterprise risk management frameworks, internal audit functions, credit review, and corporate governance processes for major financial institutions. I have a proven track record in conducting targeted examinations, assessing operational and conduct risk, and facilitating the implementation of supervisory strategies. Additionally, I excel in managing reputation risk and effectively remediate concerns identified during supervisory actions. With my strong rapport and liaison skills, I am able to bridge the gap between banks and examiners, ensuring clear communication and interpretation of regulatory requirements. I am eager to bring these skills to your institution and contribute to its success by enhancing operational processes and practices.

SKILLS:

Enterprise Risk Management

Operational Risk Assessment

Internal Control Environment

Internal Credit Review

Remediation of Issues

Supervisory Strategy Development

Risk Assessment and Mitigation

Corporate Governance Oversight

Performance Evaluation, Mentoring and Coaching

Financial Analysis and Review (capital adequacy liquidity, interest rate, and credit risk)

Crisis Management

Regulatory Compliance

Team Collaboration and Leadership

Conduct Risk Management

Banking Supervision

Application Processing and Approval

Led Dodd Frank Stress Testing Exams

EXPERIENCE:

Office of the Comptroller of the Currency October 2022 to May 2024

(Hourly contract employee for the OCC)

National Bank Examiner

Served on the OCC’s ERM/Governance

Operational Risk Team, MUFG Americas (MUFG), New York, NY

My responsibilities included but were not limited to:

Assisting in developing the ERM/Governance team’s supervisory strategy, ongoing supervision of strategic, reputation, and operation risk.

Ongoing supervision of MUFG’s internal control environment and internal audit function.

Supervised and performed OCC validation work related to MUFG management’s remediation of Matters Requiring Attention.

Office of the Comptroller of the Currency January 2011 to March 2022

(full-time 40-hour work week)

National Bank Examiner September 2015 to March 2022

Served on the OCC’s ERM Governance Team, JPMorgan Chase Bank, N.A. New York, NY

My responsibilities included but were not limited to:

Assisting in developing the ERM/Governance team’s annual supervisory strategy and presenting the strategy to senior OCC leadership.

Leveraging OCC Lead Expert advice in developing and executing the supervisory strategy. On a business as usually basis, work with team leads and Lead Experts to ensure risks that cross risk strips are identified, assessed, rated, controlled, and escalated.

Assessing supervisory actions and activities and recommending and participating in decisions involving the identification and mitigation of risks as well as the remediation of issues/concerns, through to validation and closure.

Working with OCC management in the ERM team’s oversight of the Bank’s Enterprise Risk Management Framework (includes Operational, Model, Reputational, Compliance, Strategic, Conduct Risk, and Risk Appetite), Internal Audit, and Board of Directors, executive management committees and other related corporate governance oversight functions.

Participating in evaluating team members’ performance and providing input into performance reviews and ratings. Coaching and assisting team members in identifying training opportunities and outside assignments that will broaden team members’ knowledge base and experience.

Ensure visiting examiners are matched with assignments that will broaden their experience and knowledge and increase LBS “bench strength”.

Providing oversight assurance for the accuracy of ratings assigned to coverage areas the ERM/Governance team is responsible for in preparing the quarterly RAS, CORE, and annual ROE.

Serving as the point person responsible for facilitating the OCC’s participation in semi-annual College of Supervisors’ meetings and annual Crises Management Group Meetings. Also, a regular attendee representing the team at large. These meetings include domestic and foreign regulators with U.S. and foreign regulatory oversight of the Bank.

Maintaining a teamwork environment where every discipline team is committed to an integrated approach to effectively and efficiently implementing the supervisory strategy. Motivating team members by sharing experiences and knowledge and inviting them to share as well in a mutually respective environment that fosters continuous learning and career development

Coaching and mentoring team members through close collaboration and support in their daily work activities and interactions with team members and Bank staff.

Encouraging teamwork that values and promotes a safe, diverse, supportive and inclusive work environment.

Significant areas of coverage for the ERM/Governance team included the following key areas:

Compensation – Conducted a focus review of controls, risk and compensation in 2021.

Operational Risk - Planned and led the first targeted examination of the Bank’s Conduct Risk Management Framework in 2021.

Conduct Risk - Planned and led the first targeted examination of the Bank’s Conduct Risk Management Framework in 2020.

Legal Risk - Responsible on an ongoing basis for covering legal risk, which includes cases involving employee misconduct, market misconduct as well as all major litigation.

The Bank’s Recovery Plan - Serve as EIC of the annual review of the Bank’s Recovery Plan. The reviews included an assessment of capital and liquidity triggers that when breached would activate Recovery Actions and escalation protocols up through the executive management committee system to the Bank’s Board of Directors and regulatory stakeholders. The reviews also considered whether Recovery Actions are reasonable, executable and would effectively return the Bank o a safe and sound financial condition in a timely manner.

Dodd-Frank Stress Test (DFAST) target examination - Served as EIC of the OCC’s 2016 and 2017 DFAST examination of the Bank. Coordinated examination activities with the Federal Reserve Bank of New York’s (FRBNY) annual Comprehensive Capital Analysis Review (CCAR). This included a financial analysis of stress test results to determine their reasonableness and credibility and impact on the Bank capital. This role also included reconciling DFAST results with the FRBNY’s CCAR findings, assigning DFAST ratings and presenting examination results and conclusions to senior OCC leadership.

ERM & Corporate Governance - Participate in the ERM team’s oversight of the Bank’s Enterprise Risk Management Framework (includes Operational, Model, Reputational, Compliance, Strategic, Conduct Risk and Risk Appetite), Internal Audit, and Board of Directors and senior management committees and other related corporate governance oversight functions.

National Bank Examiner September 2012 to September 2015

ERM/Governance Team, Wells Fargo Bank, N.A., San Francisco, CA. (Wells Fargo)

Participated in all aspects of the ERM/Governance team’s oversight of Wells Fargo’s Enterprise-wide Risk Management Framework (included Operational, Model, Reputational, Compliance, Strategic, Conduct Risk and Risk Appetite), Internal Audit, and Board of Directors and executive management committees and other related corporate governance forums.

Served as the ERM/Governance team’s Audit Lead for OCC and covered all activities relative to Wells Fargo’s Internal Audit function from 2012 through 2015. Led the annual examination of Wells Fargo’s Internal Audit function, focusing on Internal Audit’s progress in achieving the OCC’s Heightened Standards, assigning an annual Internal Audit rating and communicated the rating and findings to Wells Fargo’s Chief Auditor and OCC leadership via presentations and Supervisory Letters.

In November 2020, gave a 6.5 hour deposition on behalf of OCC legal in a case that will be brought by Wells Fargo’s Chief Auditor contesting the OCC’s Prohibition Order and fine.

Participated in multiple examinations focused on Wells Fargo’s Enterprise Risk Management Framework, Risk Appetite, and adherence to Heightened Standards.

Co-led (in a joint review) with the Federal Reserve Bank of San Francisco the first Model Risk Management Examination performed by the OCC ERM/Governance team at Wells Fargo.

Led the OCC’s first evaluation of Wells Fargo’s Resolution Plan in 2015 in conjunction with the FDIC’s review, and followed closely Wells Fargo’s efforts to simplify its legal entity structure and comply with FDIC’s guidance subsequently issued to Wells Fargo relative to achieving a more effective Resolution planning process.

Participated in the ERM/Governance team’s initial Sales Practices examination in 1Q2015 that identified malfeasance. Wrote the first MRA addressing deficiencies in oversight and monitoring of employee conduct related to Wells Fargo’s Sales Practices.

Wrote the annual ROEs for Wells Fargo & Company’s smaller subsidiary banks from 2013 through 2015.

Senior Licensing Analyst January 2011 to September 2012

OCC Headquarters, Washington D.C.

Senior Licensing Analyst, with oversight responsibility for applications submitted by national banks and savings banks and associations to OCC Licensing at headquarters and district offices that involved complex financial, supervisory policy and/or legal issues.

These included applications submitted by national banks and federal savings associations that were in troubled condition and under supervisory actions.

The applications covered a variety of activities that are permissible for national banks and federal savings banks and associations to engage in but are required to file for OCC prior approval under applicable banking laws.

Office of Thrift Supervision (OTS) March 2010 – December 2010

Senior Bank Examiner

Served as a Senior Thrift Examiner and EIC of examinations of savings banks. Reviewed credit quality. Assessed market risk, capital adequacy, earnings, liquidity, management and board oversight, as well as reputational, legal, and operational risk.

Assigned for three months to the Assistant Regional Director in Chicago responding to submissions from troubled savings banks that were under supervisory actions. The included dealing with matters requiring board of director attention and OTS leadership’s approval.

Federal Deposit Insurance Corporation (FDIC) August 2009 – October 2009

Bank Examiner

Performed credit reviews of large, complex commercial real estate credits. Left to pursue a career with the OTS. The OTS subsequently merged into the OCC in mid-2011; however, my employment with the OCC began on January 2, 2011, prior to the merger.

Federal Reserve Bank of St. Louis May 1977 – February 2009

(FRBSTL) Banking Supervision and Regulation Division (Division)

Assistant Vice President - Large Banks & Complex Bank Holding Companies (BHCs)

Supervisory oversight responsibility for large banks, and large, complex BHCs in the Eighth Federal Reserve District (District). Recognized change agent with a successful record of delivering sound solutions to complex financial, operational and regulatory issues at large banks and BHCs and consistently met the FRBSTL’s supervisory mission.

Pioneered the development of supervisory products for ensuring the effective supervision of large banks and BHCs. Participated in exit meetings with bank and BHC management as well as meetings with bank and BHC boards of directors that involved communicating complex financial and regulatory issues. Bank and BHC management and board meetings often included joint meetings with OCC leadership when large banks and BHCs’ regulatory supervision oversight crossed agencies.

Led the Division’s strategic planning process and brought together diverse stakeholders to form a strategic plan and direction that motivated the Division to achieve a common set of goals and a united mission.

Led Division reorganization efforts on multiple occasions and worked to bring coherence to the Division’s mission and rally support for new strategic organizational directions.

Coordinated strategic initiatives and financial budgets between Division units to ensure financial responsibility.

Developed risk assessments for District institution supervised by the FRBSTL. Strengthened the District’s regulatory process by implementing annual joint agency risk targeted reviews of Enterprise-Wide Risk Management, Internal Audit, Internal Control systems and Corporate Governance at state member banks and large complex BHCs in the District which reduced regulatory burden and resulted in joint agency ratings for these corporate centric functions. This was an integrated supervision model that involved multiple regulators.

Chaired a weekly Divisional Supervisory Risk Committee meeting that discussed current and emerging risks and risk mitigation strategies. First to alert Division management to the unregulated risks of exotic mortgage products, and emerging concentrations of commercial real estate credits prior to the financial meltdown in 2018.

Supervisory Officer - Enforcement Unit

Served as the Officer In-Charge of the Division’s Enforcement Unit. Drafted Memorandums of Understandings; Written Agreements; Cease and Desist Orders and monitored compliance with all outstanding supervisory actions.

Responsible for drafting work out plans and monitoring problem institutions’ progress in remediating risk.

Participated in determining when to modify and terminate supervisory actions, approved policies, procedures, and limits for addressing deficiencies in lending; liquidity and funding practices; asset liability management; capital adequacy; and managing interest rate and market risk that were submitted in response to supervisory actions.

A key participant in a U.S. Justice Department investigation involving fraud at a mid-size BHC with multiple state member bank subsidiaries.

Supervisory Officer - Monitoring & Surveillance Unit

Developed metrics, reporting and protocols for determining the financial condition of District financial institutions by designing a system for detecting problem banks and BHCs prior to their examination through key liquidity metrics.

First to introduce the supervisory paradigm that sound liquidity management promotes a safe and sound banking system, in addition to the traditional emphasis on capital adequacy.

Supervisory Examiner

Served as the EIC of large financial institutions in the District such as: First Horizon National Corporation, Memphis, TN (formerly First Tennessee; National Corporation); Arvest Bank Group, (Chairman Jim Walton of Walmart Stores, Inc.) Bentonville, AR; First Banks, In., St. Louis, MO; Old National Bancorp, Evansville, IN; BancorpSouth, Inc., Tupelo, MS.; Boatmen’s Bancshares, Inc., St. Louis, MO (acquired by Bank of America); and Mercantile Bancshares, Inc., St. Louis, MO (acquired by US Bank). I served as EIC for troubled banks and BHCs in the District. Frequently presented complex banking issues to senior management and distinguished boards of directors.

Discovered the largest case of bank fraud in the District’s history. Represented the FRBSTL in the U.S. Justice Department’s subsequent criminal investigation. Received the U.S. Justice Department’s Meritorious Service Award.

Worked closely with the FBI, IRS and various State and Federal regulatory agencies to resolve other real and potential bank fraud cases.

Senior Examiner

Served as the EIC of state member bank examinations and BHC inspections. Included examinations of regional banking organizations.

Participated in the examination of troubled S&Ls in Maryland and Ohio in the mid-1980s.

Taught examination classes for the FRBSTL, other Reserve Banks and the States of Missouri, Arkansas, and Kentucky bank supervisors.

Examiner

Served as the EIC of examinations of community banks and small BHCs.

Bank & Bank Holding Company Analyst in the Division’s Application Unit

Responsible for analyzing, processing, and approving BHC applications requesting approval to become a BHC and applications involving BHC bank acquisitions.

Responsible for analyzing, processing, and approving applications required to be filed by state member banks and BHC for a variety of other reasons und banking law.

EDUCATION

Saint Louis University – Master’s Degree In Social Work 2003

Graduate School of Banking – University of Wisconsin 1989

The University of Missouri at St. Louis – Bachelor of Business Degree 1977

Major, Finance, Minor, Accounting

North Central College, Minneapolis, Minnesota – BA Theology 1974

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