DEF 14A of CVB Financial Corp, Apr 1, 2024

DEF 14A of CVB Financial Corp

Filed Apr 1, 2024 · FY20230000950170-24-039094

Open on EDGAR

  1. TABLE OF CONTENTS

    | Equity-Based Compensation | 64 | | Potential Payments Upon Termination of Employment Table | 77 | | Equity Incentive Grants to our President and CEO for 2023 | 65 | | | | | | | | CEO Pay Ratio Disclosure | 78 | | Equity Incentive Grants to our Other NEOs for 2023 | 65 | | Pay Versus Performance Disclosures for our CEO and NEOs | 79 | | PRSU Performance Criteria and Measurement Period | 65 | | Equity Compensation Plan Information | 83 | | | | | Equity Compensation Plan Table | 84 | | Employee Retirement Plans | 66 | | | | | Employee Health and Welfare Benefits | 66 | IV. | PROPOSAL NO. 3: | | | Compensation Committee Report | 68 | | RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM | 85 | | Summary of Compensation Table | 69 | | | | | All Other Compensation Table | 70 | | Selection of Independent Auditors | 85 | | Grants of Plan-Based Awards for 2023 | 71 | | Principal Auditor’s Fees | 85 | | Outstanding Equity Awards at Fiscal Year- End Table | 72 | | Audit Committee Oversight | 85 | | | | | Audit Committee Report | 86 | | Option Exercises and Restricted Stock Vested in 2023 Table | 73 | | Annual Report on Form 10-K | 87 | | | | | Proposals of Shareholders for 2025 | 87 | | Deferred Compensation | 73 | | | | | Nonqualified Deferred Compensation Table | 74 | | | | | Potential Payments to our Named Executive Officers Upon Termination or Change in Control | 74 | | | |

  2. How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own?

    How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own? The following table shows the beneficial ownership of CVB Financial Corp.’s common stock as of the record date for our annual meeting, which is March 22, 2024, by (i) each of our directors, all eight of whom are also nominees for director, (ii) those persons serving as our named executive officers as of December 31, 2023 and (iii) by all directors and current executive officers as a group.

  3. How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own?

    | | Common Stock Beneficially Owned | | | Name | Number of Shares(1) | Percent of Class(2) | | George A. Borba, Jr.(3) Vice-Chairman of the Board and Nominee | 7,548,502 | 5.4% | | David A. Brager President and Chief Executive Officer, Director and Nominee | 166,346 | * | | Stephen A. Del Guercio Director and Nominee | 46,232 | * | | Anna Kan(4) Director and Nominee | 35,132 | * | | Jane Olvera Majors(5) Director and Nominee | 16,749 | * | | Raymond V. O’Brien III Director and Nominee | 52,232 | * | | Hal W. Oswalt Chairman of the Board and Nominee | 40,232 | * | | Kimberly Sheehy Director and Nominee | 11,218 | * | | David F. Farnsworth Executive Vice President, Chief Credit Officer | 56,374 | * | | David C. Harvey Executive Vice President, Chief Operating Officer | 100,042 | * | | E. Allen Nicholson(6) Executive Vice President, Chief Financial Officer | 105,433 | * | | Richard H. Wohl Executive Vice President, General Counsel | 34,812 | * | | Current Directors and Executive Officers as a Group(7) (13 persons) | 8,345,014 | 6.0% |

  4. How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own?

    (1) Except as otherwise noted below, each person directly or indirectly has sole or shared voting and investment power (as community property and/or with such person’s spouse) with respect to the shares listed. (2) The percentage for each of these persons or group is based upon the total number of shares of CVB Financial Corp.’s common stock outstanding as of our record date of March 22, 2024, which was 139,684,299, plus the shares which the respective individual or group has the right to acquire within sixty (60) days after March 22, 2024, by the exercise of stock options or the vesting of restricted stock units. In computing the percentage of shares beneficially owned by each person or group of persons, any shares which the person (or group) has a right to acquire within sixty (60) days after March 22, 2024 are deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by that person (or group), but are not deemed outstanding for the purpose of computing the percentage of shares beneficially owned by any other person. (3) Represents 4,599,439 shares held by the Borba Family Trust; 2,277,000 shares held by the Borba Children’s Trust, of which Mr. Borba is co-trustee (with shared voting and dispositive power) and as to which Mr. Borba disclaims beneficial ownership, except to the extent of his distributable interest in the Borba Children’s Trust; 566,710 shares owned by George Borba & Son Dairy, L.P.; and 45,752 shares which Mr. Borba owns outright or which are subject to time vesting restrictions, of which 288 shares are held by Mr. Borba as custodian for minor children. (4) Includes 1,900 shares held by Ms. Kan's spouse as sole and separate property and as to which Ms. Kan disclaims beneficial ownership. (5) Includes 1,200 shares held by Ms. Olvera Majors’ spouse as sole and separate property and as to which Ms. Olvera Majors disclaims beneficial ownership. (6) Includes 6,000 shares which Mr. Nicholson may acquire within 60 days after March 22, 2024 by the exercise of stock options. (7) The total number of directors and executive officers as a group includes one executive officer of the Company who is not a named executive officer. Number of shares includes 6,000 shares which members of the group may acquire within 60 days after the record date of March 23, 2024 by the exercise of stock options or vesting of stock units or restricted shares.

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  6. Voting for Director Nominees

    Voting for Director Nominees Plurality Vote Standard. Director nominees are elected by a plurality of votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election. Voting of Proxies. Unless instructions to the contrary are specified in a proxy properly voted and returned through available channels, the proxies that are received will be voted FOR each of the nominees listed below.

  7. Nomination of Director Candidates

    Nomination of Director Candidates We have nominated for election eight (8) directors, all of whom are presently members of our Board of Directors, to serve until our 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Each of these persons is also a member of the Board of Directors of our principal subsidiary, Citizens Business Bank. Proxy holders will cast their votes to effect the election of these nominees. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board of Directors. Proxies cannot be voted for a greater number of individuals than the number of nominees named. Each of our Board members was nominated based on the assessment of our Nominating and Corporate Governance Committee and our Board of Directors that the nominees have demonstrated an ability to make meaningful contributions to the oversight of our Company’s business and affairs, have a reputation for honesty and ethical conduct in their personal and professional activities, exhibit independence, experience and sufficient communication and analytical skills, and meet our Board diversity objectives. On an annual basis, the members of our Board of Directors are required to complete detailed questionnaires which assess, among other things, the specific skill sets and qualifications of our directors, and the responses to these questionnaires are in turn reviewed by our Nominating and Corporate Governance Committee.

  8. Nomination of Director Candidates

    | | Our Board of Directors Recommends a Vote “FOR” All Nominees. |

  9. The Nominees

    The Nominees Our directors standing for reelection are:

  10. The Nominees

    | | | | | Committee Memberships | | | | | | | | | | | | CVBF Board Committees | | | CBB Board Committees | | | | | Name, Current Position and Occupation | Age | Director Since | Independent | Audit | Compensation | Nominating & Corporate Governance | Balance Sheet Management | Credit | Risk | Trust Services | | Hal W. Oswalt Chairman of the Board | 76 | 2014 | YES | | Chair | Chair | | | | | | President and CEO, Oswalt Consulting | | | | | | | | | | | | George A. Borba, Jr. Vice Chairman of the Board | 56 | 2012 | YES | | | | Chair | | | | | Partner, George Borba & Son Dairy, LP; President, Belonave Dairy; President, 5 Mile Ranch LLC | | | | | | | | | | | | David A. Brager Director | 56 | 2020 | NO | | | | | | | | | President and Chief Executive Officer, CVB Financial Corp. | | | | | | | | | | | | Stephen A. Del Guercio Director | 62 | 2012 | YES | | | | | | Chair | | | Partner, Demetriou, Del Guercio, Springer & Francis, LLP | | | | | | | | | | | | Anna Kan Director | 50 | 2016 | YES | | | | | | | Chair | | CEO, Mustard Seed Enterprises | | | | | | | | | | | | Jane Olvera Majors Director | 55 | 2021 | YES | | | | | | | | | Founder and President, JP Marketing | | | | | | | | | | | | Raymond V. O’Brien Ill Director | 67 | 2012 | YES | | | | | Chair | | | | CEO, Cal Plate, Inc. | | | | | | | | | | | | Kimberly Sheehy Director | 59 | 2022 | YES | Chair | | | | | | | | Retired Financial Executive | | | | | | | | | | |

  11. The Nominees

    All eight of our nominees for our Board of Directors were elected as directors at our 2023 annual meeting of shareholders.

  12. The Nominees

    | Director since: 2012 Age: 56 CVBF Committees: Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management (Chair) Credit Risk Management Trust Services | George A. Borba, Jr. Experience George A. Borba, Jr. is Vice-Chairman of the Board and has served on our Board since 2012. Mr. Borba, a dairy farmer, became partner in George Borba and Son Dairy in 1990. He is currently President of Belonave Dairy and 5 Mile Ranch LLC, in Bakersfield, California, which together represent one of the larger dairy operations in the State of California. Mr. Borba earned a B.S. in Agricultural Business Management from the California Polytechnic University in San Luis Obispo. He has served on various boards in San Bernardino and Kern Counties and is active in the Bakersfield community. Currently, Mr. Borba serves as a board member of The Open Door Network serving homeless and at-risk families. Qualifications Mr. Borba brings to our Board a deep understanding of the dairy and agricultural industries, which are important components of Citizens Business Bank’s loan portfolio, as well as strong connections with the business community in the Central Valley of California, which is a vital region for Citizens Business Bank’s current and potential future growth. |

  13. The Nominees

    | Director since: 2020 Age: 56 CVBF Committees: None CBB Committees: Balance Sheet Management Credit Risk Management Trust Services | David A. Brager Experience David A. Brager is the President and Chief Executive Officer and a director of CVB Financial Corp. and Citizens Business Bank, having been appointed to these positions in March 2020. From 2010 to 2020, Mr. Brager served as Executive Vice President of Citizens Business Bank’s Sales Division which includes oversight of all business financial centers, customer lending and deposit relationships, marketing, treasury management, international services, government services and bankcard products. Mr. Brager previously served as the Senior Vice President and Regional Manager of Citizens Business Bank’s Central Valley Region, after serving as Manager of the Bank’s Fresno Business Financial Center. Mr. Brager received his B.S. from California State University, Fresno, and graduated from the Pacific Coast Banking School, which is in partnership with the University of Washington Graduate School of Business. He presently also serves as a member of the respective boards of directors of the California Bankers Association and the Pacific Bankers Management Institute, as a member of the advisory board of Oasis Center International, and as a member of the Governance Council of the College and Career Preparatory Academy under the Orange County Office of Education. Qualifications Mr. Brager’s qualifications to sit on the Board include his extensive banking, sales, operational and executive leadership experience. |

  14. The Nominees

    | Director since: 2012 Age: 62 CVBF Committees: Audit Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management Risk Management (Chair) Trust Services | Stephen A. Del Guercio Experience Stephen A. Del Guercio has served on our Board since 2012. Mr. Del Guercio is a partner with the law firm Demetriou, Del Guercio, Springer & Francis, LLP. He was admitted to the California Bar in 1986. His practice areas include real estate and corporate transactional law, serving mid-sized businesses and high net worth individuals. He received his B.A. from the University of Southern California, graduating magna cum laude in 1983, and he received his J.D. from the University of Southern California Law School, graduating Order of the Coif in 1986. Mr. Del Guercio served on the City Council of the City of La Canada Flintridge from 2001 to 2013, including three one-year terms as Mayor. He is also involved with various community and charitable organizations in the greater Pasadena and Los Angeles areas. Qualifications Mr. Del Guercio’s qualifications to sit on the Board include his legal and financial experience and his extensive relationships in the business community in the San Gabriel Valley, which is another key region for Citizens Business Bank. |

  15. The Nominees

    | Director since: 2016 Age: 50 CVBF Committees: Audit Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management Risk Management Trust Services (Chair) | Anna Kan Experience Anna Kan was appointed as a director of CVB Financial Corp. and Citizens Business Bank in 2016. Ms. Kan is the CEO of Mustard Seed Enterprises, which invests in early stage companies and is an incubator of several entrepreneurial consumer packaged goods ventures. From 2015 to 2021, Ms. Kan served as Chair of the Board of California Manufacturing Technology Consulting (CMTC), the largest Manufacturing Extension Center in the U.S., which in partnership with the U.S. Department of Commerce, is dedicated to serving and promoting U.S. manufacturing. Previously, Ms. Kan served as the President and CEO of privately held Formosa Meat Company (dba Golden Island Jerky) from 1997 to 2013. Under her leadership, the company achieved seventeen consecutive years of growth. In 2013, Ms. Kan negotiated a successful sale of the company to Hillshire Brands. Ms. Kan earned her B.A. degree in communication studies from the University of Iowa and received her Executive Masters of Business Administration from the Kellogg School of Management, Northwestern University. Qualifications Ms. Kan’s qualifications to sit on our Board include her organizational and strategic planning expertise in innovation and growth and her knowledge of commercial and industrial lending, family businesses and customer relationship management. |

  16. The Nominees

    | Director since: 2021 Age: 55 CVBF Committees: Audit Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management Risk Management Trust Services | Jane Olvera Majors Experience Jane Olvera Majors was appointed as a director of CVB Financial Corp. and Citizens Business Bank in 2021. Ms. Majors has specialized in the fields of marketing and communications for over three decades and is the Founder and President of JP Marketing, which is based in Fresno, California and provides clients with competitive insights and tactical communication plans and implementation, particularly for challenged or vulnerable populations. She is also a founding partner of Windsong Productions, a video production company, TMD Innovations, a start-up incubator, and Cultivate Create, a produce marketing agency. Ms. Majors has a B.A. in Speech Communication and a pending thesis for a M.A. in Organizational Communication from California State University, Fresno. Her numerous professional awards include “Silver Award for Industry Contributions” by the Advertising Federation and “Torch Award for Ethics” by The Better Business Bureau. Ms. Majors is a member of the Public Relations Society of America and the Fresno State Bulldogs Alumni Association, and is former Chair of the Institute for Family Business. Qualifications Ms. Major’s qualifications to sit on our Board include her extensive experience in providing direction, brand guidance, sales advice and diversity, equity and inclusion-sensitive marketing strategies to a wide variety of organizations to help accelerate their growth and expansion, as well as her strong connections with the business community in the Central Valley of California, which is a key region for Citizens Business Bank. |

  17. The Nominees

    | Director since: 2012 Age: 67 CVBF Committees: Audit Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management Credit (Chair) Risk Management Trust Services | Raymond V. O’Brien III Experience Raymond V. O’Brien III was appointed a director in 2012, and served as our Chairman of the Board from 2014 until May 18, 2022. Mr. O’Brien has an extensive background in both manufacturing and banking. Mr. O’Brien began his professional career in banking in 1979 with Chase Manhattan Bank and moved to 1st Business Bank in 1983. In 1988, he left the banking profession and became CEO and owner of I.L. Walker, a Los Angeles-based manufacturing company. Over the next two-plus decades, Mr. O’Brien owned and led several manufacturing companies. He is currently the Chief Executive Officer and owner of Cal Plate, Inc., based in Artesia, California. Mr. O’Brien was a founding director of American Business Bank in 1997 and served as a director at that institution until 2012. Mr. O’Brien earned his B.B.A. in Finance from the University of Notre Dame in 1979. Mr. O’Brien is an active “49er” member of the Young Presidents’ Organization. Qualifications Mr. O’Brien’s qualifications to sit on our Board include his operational and financial expertise gained from the successful operation of a number of business entities, as well as his direct experience as a banker and bank director. |

  18. The Nominees

    | Director since: 2014 Age: 76 CVBF Committees: Audit Compensation (Chair) Nominating & Corporate Governance (Chair) CBB Committees: Balance Sheet Management Credit Risk Management Trust Services | Hal W. Oswalt Experience Hal W. Oswalt has served as Chairman of the Board since May 18, 2022, and was originally appointed as a director of CVB Financial Corp. and Citizens Business Bank in 2014. Mr. Oswalt spent 16 years as a commercial banker in Oklahoma, where he served in the positions of President, CEO and director of several community banks in Oklahoma City and Tulsa. He has extensive experience working in the financial consulting industry where his roles have included serving as Managing Director of Global Consulting for an international IT software and outsourcing provider, as Managing Director of Sheshunoff Consulting Services, President of Brintech, Inc., President of SC+S Risk Management Services and President of Oswalt Consulting. Mr. Oswalt has managed consulting projects throughout the United States, Europe, Asia and Australia. Mr. Oswalt earned a B.S. in Business and a M.B.A. from Oklahoma State University. He is also a graduate of the University of Wisconsin’s Graduate School of Banking. Qualifications Mr. Oswalt’s qualifications to sit on our Board include his extensive background in both commercial banking and financial consulting, and his expertise in financial planning, strategic planning, cost management, systems implementation and organizational change management. |

  19. The Nominees

    | Director since: 2022 Age: 59 CVBF Committees: Audit (Chair) Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management Risk Management Trust Services | Kimberly Sheehy Experience Kimberly Sheehy was appointed as a director of CVB Financial Corp. and Citizens Business Bank in 2022. Ms. Sheehy is a seasoned financial executive with more than 30 years of experience across the telecommunications, technology, SaaS, data center, software development and REIT industries. Throughout her career as an executive, she held senior leadership positions, including the position of CFO at StackPath from 2015 to 2017, and the position of CFO at CyrusOne from 2012 to 2015, and she worked for 16 years with integrated communications provider Cincinnati Bell, where she rose to the position of Vice President of Finance, Investor Relations and Treasurer from 2007 to 2012. She began her career as a Senior Staff Auditor and Tax Manager with Ernst & Young. Ms. Sheehy currently serves as an independent board member and chair of the respective board audit committees at the following public companies: Evolv Technologies (Nasdaq: EVLV) and Shift Technologies (Nasdaq: SFT), and she previously served on the board of Switch Inc. (NYSE: SWCH) from 2017-2022. She holds a B.S. in Accounting from the University of Cincinnati and is a Certified Public Accountant. In 2013, she was named CFO of the Year by the Dallas Business Journal. Qualifications Ms. Sheehy’s qualifications to sit on our Board include her extensive experience and expertise in finance, accounting and tax matters, as well as her work as a director of two leading technology companies. |

  20. Director Compensation

    Director Compensation Our Board of Directors holds monthly meetings of the full Board, and also meets in various committees on a monthly or quarterly basis, depending upon the committee concerned. Our Chairman and Vice Chairman meet separately on occasion with our Chief Executive Officer, forming the Executive Committee of the Board of Directors. CVB Financial Corp. uses a combination of cash and stock-based compensation to attract and retain qualified individuals to serve as directors. The most recent review by our Compensation Committee of compensation for our Board of Directors was conducted in September 2019, when the Committee engaged our outside compensation consultant, Pearl Meyer, to perform a study of the key elements of compensation for our Board of Directors relative to our then-current peer group of financial institutions. Based on this review, compensation of our non-employee directors was adjusted to (i) increase the annual cash compensation to be paid to our non-employee directors (other than our Chairman and Vice Chairman of the Board), (ii) increase the annual compensation to be paid to two of our Board Committee Chairs, (iii) change the formula for the amount of annual restricted stock grants to be made to our non-employee directors, and (iv) increase the minimum amount of stock ownership in CVB Financial Corp. to be expected of a non-employee director. Only non-employee directors are entitled to receive monthly cash compensation for serving on our Board of Directors. Each director who is not the Chair of the Audit Committee, Chair of the Risk Management Committee, Vice Chairman of the Board or Chairman of the Board received a cash payment of $5,833 per month, for an annualized cash total of $70,000, for our 2023 fiscal year. In addition to the foregoing monthly payments, the Chair of our Audit Committee is paid an additional stipend of $20,000 per annum in monthly installments (annualized cash total of $90,000), and the Chair of our Risk Management Committee is paid an additional stipend of $10,000 per annum in monthly installments (annualized cash total of $80,000), in recognition of the heightened responsibilities demanded by those two committee chair positions on our Board. For similar reasons, our Vice Chairman of the Board currently receives compensation of $8,333 monthly, or an annualized total of $100,000, and our Chairman of the Board currently receives compensation of $11,917 per month, or an annualized total of $143,000. We make annual restricted stock grants to our non-employee directors for a number of shares of restricted stock having a dollar value of $85,000, so that the number of shares awarded annually to each non-employee director is calculated by dividing $85,000 by the per share closing price of the Company’s stock on the grant date, rounded to the nearest whole share. At its meeting in April 2022, the Compensation Committee decided to change the timing of the annual restricted stock grants to be made to our non-employee directors. These restricted stock grants had historically been made at the Committee’s and Board’s scheduled meetings in March of each year, but the Committee noted that this created potential timing issues for any directors who would be retiring from service and not seeking re-nomination at the Company’s annual shareholders meeting held in May of each year, because such retiring directors would not be receiving new restricted stock grants for the coming year and thus would effectively experience a shortfall in compensation related to the value of the annual stock grant for the remaining two months of their tenure between March and May. Accordingly, commencing in 2023, the Committee revised the cycle for the annual stock grants issued to our non-employee directors from March to May of each year, so that such grants are now made immediately following the Company’s annual shareholders meeting in May. As part of enacting this change, the Committee determined, on a one-time basis for 2023 only, to increase the annual stock grant to a dollar value of 14/12 of the standard annual grant value of $85,000, or $99,166.66, in order to account for the additional two months of director service related to the delay from March to May 2023 associated with changing the annual cycle for the timing of our non-employee director restricted stock grants. As a result, at a meeting of our Compensation Committee on May 17, 2023, each of our non-employee directors was granted 8,257 shares of restricted stock of CVB Financial Corp. for our 2023 fiscal year, which is the rounded whole share total closest to $99,166.66 in stock value divided by the closing price of $12.01 for CVB Financial Corp.’s stock on that day. These 2023 restricted stock grants to our non-employee directors were made pursuant to our 2018 Equity Incentive Plan, and each of the 2023 restricted stock grants to our non-employee directors is scheduled to vest one year from the grant date. Lastly, starting in 2008, our directors could elect to participate in our 2007 Deferred Compensation Plan for Directors and Certain Specified Officers (“2007 DCP”), which was established for the benefit of our directors and NEOs and certain other executives and employees. Under the 2007 DCP, each director was given the opportunity to defer up to 100% of his or her director fees that are paid in cash, and any independent contractor compensation, for each calendar year in which such Plan was available. Effective January 1, 2021, our directors were provided with the same opportunity to defer up to 100% of cash director fees, and any independent contractor compensation, under an updated CVB Financial Corp. Deferred Compensation Plan adopted in December 2020 (“2020 DCP”), with our 2007 DCP remaining in force only for deferrals made prior to 2021. Each of the 2007 DCP and 2020 DCP provides for participants to make notional investment selections with respect to their deferred compensation, but neither the 2007 DCP nor the 2020 DCP provides for any fixed or minimum yield or return on deferred compensation. Among our current directors, only Raymond V. O’Brien III has elected to participate in the 2007 DCP and the 2020 DCP. The Compensation Committee intends to conduct periodic reviews of our director compensation using our outside compensation consultants and other available information, because the Committee believes that retention and continuity of board service is important to our success, and because we seek to provide an appropriate blend of cash compensation and equity-based incentives to better align board and shareholder perspectives and interest. Based on the 2019 review of board compensation conducted by Pearl Meyer, and other more recent information available to the Compensation Committee, we believe our compensation for director service is currently in approximately a median to above-median range compared to peer companies. The following table summarizes the compensation earned or paid to our non-employee directors by the Company during 2023. Compensation paid to our President and CEO, Mr. David A. Brager, is set forth in the Summary Compensation Table below, because our President and CEO is an employee of the Company who does not receive separate compensation for serving on our Board of Directors.

  21. OUTSIDE DIRECTOR COMPENSATION IN 2023

    OUTSIDE DIRECTOR COMPENSATION IN 2023

  22. OUTSIDE DIRECTOR COMPENSATION IN 2023

    | | Fees Earned or Paid in Cash | Restricted Stock Awards | Stock Option Awards | All Other Comp | Total | | Name | ($)(1) | ($)(2)(3) | ($)(3) | ($)(4) | ($) | | George A. Borba, Jr. | 100,000 | 99,167 | - | - | 199,167 | | (Vice Chairman) | | | | | | | Stephen A. Del Guercio | 80,000 | 99,167 | - | - | 179,167 | | Anna Kan | 70,000 | 99,167 | - | - | 169,167 | | Jane Olvera Majors | 70,000 | 99,167 | | | 169,167 | | Raymond V. O’Brien III | 70,000 | 99,167 | - | - | 169,167 | | Hal W. Oswalt | 143,000 | 99,167 | - | - | 242,167 | | (Chairman) | | | | | | | Kimberly Sheehy | 90,000 | 99,167 | - | - | 189,167 |

  23. OUTSIDE DIRECTOR COMPENSATION IN 2023

    As noted above, for 2023, standard cash compensation levels for our outside directors were as follows: (i) base director fees of $70,000, or $5,833 per month; (ii) an additional stipend of $10,000 for the Chair of our Risk Management Committee, for total director fees of $80,000, or $6667 per month; (iii) an additional stipend of $20,000 for the Chair of our Audit Committee, for total director fees of $90,000, or $7500 per month; (iv) total director fees for our Vice-Chairman of $100,000, or $8,333 per month; and (v) total director fees for our Chairman of $143,000, or $11,917 per month. (2) As noted above, the value of the restricted stock grants to each of our non-employee directors was set at a value of $99,166.66 for 2023 which was 14/12 of the amount of the previously established annual grant value of $85,000, due to a one-time delay in 2023 as a result of a change in the date of the annual grant to our non-employee directors, from March to May. For 2023, the number of shares awarded to each director was 8,257, which was the number of whole shares equal to the grant value of $99,166.66 divided by the per share closing price of our Company’s stock on the grant date, which was $12.01 on May 17, 2023. (3) Pursuant to SEC regulations regarding the valuation of equity awards, each amount under Restricted Stock Awards and Stock Options Awards represents the applicable full grant date fair values of the restricted stock award or stock option award, as applicable, in accordance with FASB ASC Topic 718, excluding the effect for forfeitures. These amounts correspond to our accounting expense and do not correspond to the actual value that will be realized by the director. For information on the valuation assumptions, refer to the Note on “Stock Option Plans and Restricted Stock Awards” in the financial statements filed with our Annual Report on Form 10-K for 2023. (4) All other compensation represents the value of reimbursements for occasional expenses incurred from time to time (if any) in connection with a director’s spouse’s attendance at certain business conferences and seminars. On December 31, 2023, none of our non-employee directors who served as directors during 2023 held options to purchase our common stock. As of December 31, 2023, each of our non-employee directors held 8,257 restricted shares of our common stock which had not yet vested.

  24. 2023 Compensation Program Overview

    2023 Compensation Program Overview The Compensation Committee believes that CVB Financial Corp.’s executive compensation program is well-designed to support growth in enterprise and shareholder value within the context of maintaining a sound and compliant financial and risk management structure. The following points summarize how the Compensation Committee addressed the key issues and components of our executive compensation program for our 2023 fiscal year: • The Company’s overall compensation program for our executive officers has traditionally consisted of four primary components, including (i) a base salary, (ii) metrics-based incentive compensation, (iii) a plan-based discretionary bonus and (iv) equity-based compensation. However, in 2023, the Committee determined that it was in the best interests of the Company to pay each of our NEOs an additional supplemental discretionary bonus after consideration of the Company's absolute and relative performance during this challenging year. • Base salary increases were implemented for all our NEOs on January 1, 2023 at moderate but varying levels, reflecting adjustments based on changes in market compensation rates and individual performance levels. • Annual incentive payouts for our five NEOs under the Company’s annual CEO Performance Compensation Plan and NEO Performance Compensation Plans (“PCPs”) were keyed to our conventional metrics of net profit after tax, operating expense management, loan and deposit growth and retention, non-interest income, non-interest expense, credit quality and loan delinquency. o The net profit after tax measure constituted the most important metric for our five NEOs under their respective PCPs, and the relative weighting of the other measures was allocated to emphasize those areas over which each executive had more direct responsibility. o Accordingly, because the Company did not meet minimum targets under several of the metrics-based performance measures, including on the net profit after tax measure, the annual incentive payouts under our CEO and NEO Performance Compensation Plans (“PCPs”) for 2023 were much smaller than in past years, and varied by executive, ranging from 7.5% to 14% of the applicable NEO’s base salary. Consistent with past years, our 2023 PCPs for our NEOs also included a plan-based discretionary bonus component, based upon a more subjective evaluation of each eligible NEO’s individual performance in their respective areas, which allows for an assessment of each NEO’s individual contributions to CVB Financial Corp. that cannot be captured by looking solely at our financial metrics. Each of Messrs. Nicholson, Farnsworth, Harvey and Wohl could earn up to an additional 20% of their respective base salaries under this separate plan-based component, and each of these executives achieved the top 20% payout level on this component for 2023. o In the case of Mr. Brager, this individual component of compensation was instead included as one of the five core factors in comprising 100% of his combined incentive and plan-based bonus award opportunity, rather than as a separate added opportunity. This individual component was set at a range of 10% to 30% of base salary for Mr. Brager, and he received an award of 28% of base salary for 2023 on this included plan-based component of his otherwise metrics-based incentive plan. • In addition, for 2023, the Committee decided to pay each of our NEOs a supplemental, discretionary bonus, separate and apart from the incentive-based awards and plan-based discretionary bonuses provided to our NEOs pursuant to their 2023 PCPs. o The Committee decided to pay these supplemental discretionary bonuses to our NEOs because the Committee believed that the occurrence of several extraordinary and unpredictable events had an inordinate effect on the cash incentive compensation payable to our NEOs under their PCPs for 2023. These extraordinary events included the pace and severity of the Federal Reserve’s campaign to increase prevailing interest rates, a regional banking crisis triggered by the failure of several large U.S. regional banks, and the resulting action by the FDIC to impose a special Deposit Insurance Fund assessment on all insured U.S. banks with uninsured deposits in excess of $5 billion (including Citizens Business Bank). o In deciding to pay these supplemental discretionary bonus amounts, which ranged from 14.5% to 54.5% of the applicable NEO's base salary, the Committee determined, among other things, that our NEOs had played a critical role in preserving the Company’s customer relationships, franchise value and fundamental safety and soundness during a period of exceptional difficulty and potential instability for regional banks, while the Company had nonetheless recorded the second-highest net income in its 49-year history. o The Committee also consulted with the Company’s outside compensation consultants and was advised that a significant number of the Company’s peer financial institutions were also considering making adjustments to their incentive-based NEO compensation programs for similar reasons. • Despite the payments of supplemental, discretionary bonuses to our NEOs, overall NEO cash incentive and discretionary bonus compensation for 2023 declined substantially, to approximately 65-75% of the comparable levels provided in 2022, because the Committee recognized that certain key financial metrics of importance to the Company’s shareholders were not achieved, regardless of the prevailing circumstances. • Long-term equity incentives for our five NEOs continued to be an important component of our overall NEO compensation program in 2023, and these equity awards continued to be granted on an annual basis and split evenly between performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“RSUs”). The Committee believes the continued inclusion of performance contingent rights to shares measured over a three-year period will serve to significantly enhance the pay-for-performance structure of our NEO compensation program. • Mr. Brager’s compensation as our CEO for 2023 conformed to the terms of his 2022 Employment Agreement, the key terms of which are outlined in the section of this proxy statement on “Compensation Arrangements with our President and Chief Executive Officer.” o Mr. Brager’s base salary was set at an annualized rate of $825,000, which was increased by the Compensation Committee from its previous level of $800,000, effective January 3, 2023; o Mr. Brager earned an aggregate annual cash incentive of $742,875 for 2023 in accordance with the metrics and qualitative criteria specified in his 2023 CEO PCP and including his supplemental discretionary bonus award described above; and On January 25, 2023, Mr. Brager received a grant of 24,814 time-based restricted stock units and 24,814 performance-based restricted stock units for our 2023 fiscal year (with the performance metrics keyed in equal measure to the Company’s relative return on average tangible common equity and relative return on average assets, calculated over a three-year performance period, as compared to the same two metrics for the group of banks included in the KBW Nasdaq Regional Banking Index). For our 2023 fiscal year, the Compensation Committee continued to utilize CVB Financial Corp.’s 2023 Executive Incentive Plan, which was adopted by the Committee on February 22, 2023. Our 2023 Executive Incentive Plan was included as an exhibit to CVB Financial Corp.’s Form 10-K for 2023, which was filed with the SEC on February 28, 2024. The Committee employed the business criteria and other key terms outlined in our 2023 Executive Incentive Plan in connection with reviewing and approving our CEO Performance Compensation Plan and NEO Performance Compensation Plans for 2023.

  25. Philosophy and Objectives of Our Executive Compensation Program

    | WHAT WE DO: | | WHAT WE DO NOT DO: | | | ✓ | Align short-term and long-term executive incentive plan targets with business goals and stockholder interests | ✓ | Provide Section 280G gross-up payments | | ✓ | Conduct annual say-on-pay advisory votes | ✓ | Reward executives for taking excessive, inappropriate or unnecessary risks | | ✓ | Conduct stockholder outreach to solicit feedback and discuss our business and compensation practices | ✓ | Allow for the repricing or backdating of equity awards | | ✓ | Retain an independent compensation consultant to advise our Compensation Committee | ✓ | Provide multi-year guaranteed salary increases or non-performance-based incentive arrangements | | ✓ | Use performance metrics that compare our performance to external benchmarks | ✓ | Rely exclusively on any single metric such as total stockholder return as our only performance metric | | ✓ | Maintain a robust insider trading policy | ✓ | Provide incentive awards for below-threshold performance | | ✓ | Maintain a “clawback” policy for any erroneously paid bonuses that applies to our NEOs and other associates | ✓ | Provide multi-year stock grants | | ✓ | Re-evaluate and update the composition of our peer group periodically, particularly in light of our significant growth | ✓ | Permit hedging and pledging of our stock by executives without special approval | | ✓ | Provide minimum thresholds for vesting of performance-based RSUs in the event the results of a performance metric are below a minimum acceptable level | ✓ | Have single trigger vesting for cash compensation due our executives under our CEO’s 2022 Employment Agreement or our NEO change-in-control agreements |

  26. Summary of Components of Executive Compensation

    | Component | Characteristics | Purpose | | Base Salary | This is a fixed cash compensation amount. Each executive officer is eligible for an annual salary increase, which will typically occur on or between January 1 and March 31 of each calendar year, based on performance and market adjustments. | The base salary component allows us to compensate our officers at a level that we believe is competitive in our industry. This helps us to attract and retain highly qualified executives. This rewards individual performance and tenure of experience, and provides a level of stability for our officers. | | Annual Incentive Compensation Awards | Paid based on CVB Financial Corp.’s and/or Citizens Business Bank’s attainment of enumerated financial and business metrics and goals established annually pursuant to our Executive Incentive Plan. Individual executives are provided with specific performance criteria based on their respective positions with CVB Financial Corp. and/or Citizens Business Bank. | The incentive compensation element serves to reward our executives when CVB Financial Corp. and/or Citizens Business Bank meet specified financial and business metrics and goals for the year, which we believe add to shareholder value. This component incentivizes our executives to meet objective performance targets, which in turn helps us to meet the Company’s overall strategic goals. | | Plan-Based Discretionary Bonus Payments | This component (for 2023, up to 30% of base salary for our CEO and up to 20% of base salary for our other NEOs) is discretionary and based on each executive’s individual performance as a senior manager of CVB Financial Corp. and/or Citizens Business Bank. The evaluation criteria are tailored to each executive’s areas of responsibility. | This discretionary bonus element is designed to encourage our executives to meet their enumerated non-financial goals, such as risk management, customer retention, staff recruitment and retention, and support for other divisions. This component incentivizes teamwork and the achievement of non-metrics-based objectives that are critical for our overall success. | | Supplemental Discretionary Bonus Payments | This component is entirely discretionary and is awarded by the Committee only in rare instances, under circumstances where the Committee determines that extraneous and unexpected events or circumstances have occurred that would otherwise materially and unfairly reduce the overall incentive and/or bonus compensation for the executive concerned. Prior to 2023, the most recent instance was in 2013 when one of our NEOs received a supplemental discretionary bonus in the amount of $28,700. | This discretionary bonus component, in the infrequent cases when it is utilized by our Compensation Committee, is intended to partially mitigate the impact of specific events or circumstances that would otherwise unduly affect an executive's annual incentive compensation, so that the executive's overall incentive and bonus compensation fairly reflects, in the Committee's view, the executive's contributions to the Company's overall financial success and/or safety and soundness for the period in question. |

  27. Summary of Components of Executive Compensation

    | Component | Characteristics | Purpose | | Restricted Stock and Time-Vesting RSUs | Awarded in most cases annually to selected officers, including our NEOs, based on position and performance. Our grants of restricted stock and time-vesting RSUs are subject to time-based vesting requirements. Recipients of awards of restricted stock or RSUs are also entitled to currently receive dividends associated with the underlying shares before such shares have vested. | Restricted stock and time-vesting RSUs link the interests of recipients to those of our shareholders, by focusing on the long-term value of CVB Financial Corp.’s stock, and have less dilution to our shareholders compared to stock option grants, because restricted stock and RSU grants usually involve fewer shares. Restricted stock and time-vesting RSU awards to our NEOs typically vest over a three or five-year period in order to encourage long-term employment at the Company and/or to support the achievement of long-term Company objectives. | | Performance-Vesting RSUs | When awarded in tandem with time-vesting RSUs, the number of shares to be issued upon vesting is tied to the attainment of specific financial or performance-based goals. Recipients of performance-vesting RSUs are also entitled to receive dividends associated with the underlying shares after the date of grant and prior to the date of vesting, although such dividends are paid retroactively, only after the actual number of shares earned under the award is finally determined. | Performance-vesting RSUs incentivize an executive to achieve specific financial or other goals, typically over a three-year period, that are considered to be important to the Company’s overall success. | | Stock Options (not granted to any of our directors or NEOs for 2023) | Recipients must pay an exercise price that is not less than the fair market value of the stock at the time of grant in order to acquire the related shares of stock. | Stock options allow the executive to share in the long-term appreciation of CVB Financial Corp.’s stock. This helps to align the compensation of the executive with the interests of our shareholders. Stock option grants typically vest over a three or five-year period and have a ten-year term. |

  28. Role of our Compensation Consultants

    Role of our Compensation Consultants The Compensation Committee has the authority to consult and retain internal and external advisors as needed. In determining the compensation of our named executive officers, including our President and CEO, and our Board of Directors, the Compensation Committee has elected to utilize a variety of resources, including, from time to time, reports, information and advice provided by leading national and regional firms specializing in providing compensation consulting services to public companies. Since June 2019, our Compensation Committee has retained Pearl Meyer as the Company’s primary outside compensation consultants to perform various compensation reviews during each of the past five years. During the Company’s 2023 fiscal year, Pearl Meyer supported the Compensation Committee in connection with the following specific projects: (i) reviewing and recalibrating the Company’s peer group of comparable banking companies for our 2023 fiscal year, (ii) performing benchmarking studies covering the compensation of our President and CEO and our other executive officers, (iii) providing compensation trends and regulatory updates and (iv) providing assistance in connection with the preparation of our annual proxy statement. For further information regarding the adjustments made to the Company’s peer group and the benchmarking of compensation for our NEOs for 2023, please refer to the section of this proxy statement below on “Peer Group Criteria and Composition for 2023.” For our 2023 fiscal year, CVB Financial Corp. engaged Pearl Meyer for the projects described above at a total cost of approximately $59,780. Our assessment found no conflict of interest posed by the retention of Pearl Meyer as compensation consultants for CVB Financial Corp.

  29. Peer Group Criteria and Composition for 2023

    Peer Group Criteria and Composition for 2023 As noted above, the Compensation Committee has engaged Pearl Meyer to perform various compensation reviews, including identifying comparable commercial banking organizations in order to assist the Committee in evaluating whether the key components of compensation at CVB Financial Corp. for our Board of Directors, our President and CEO and our other executive officers, as applicable, are competitive with comparable compensation packages provided for similar positions and roles at peer commercial banking organizations. In addition, from time to time, our Compensation Committee analyzes salary surveys from relevant organizations such as the California Bankers Association and similar data provided by other recognized industry sources in order to make peer compensation comparisons. In connection with the review conducted regarding compensation for our executive officers, in October 2023, the Compensation Committee, in consultation with Pearl Meyer, modified our peer group of comparable financial institutions consistent with the criteria developed and utilized for this purpose over the past decade. These criteria focus on banks and bank holding companies that we believe are reasonably comparable to the Company with respect to key indicators such as asset size, market capitalization and geographic location. As a result of the November 2023 peer group study by Pearl Meyer, the Company’s peer group was adjusted to orient the composition more toward financial institutions focused on business banking and commercial lending, and to account for mergers involving banks within our prior year’s peer group. The resulting peer group consisted of the fifteen banking institutions (not including CVB Financial Corp.) shown in the chart below, as ranked by total assets and market capitalization, respectively, eleven of which institutions were also part of the Company’s peer group in 2022. The data below reflects the financial information available at the time the peer group was reviewed by Pearl Meyer and the Committee during October 2023, which was based on public filings dated September 30, 2023 and stock market capitalization data available as of October 1, 2023.

  30. Peer Group Criteria and Composition Table

    Peer Group Criteria and Composition Table These banking institutions were selected by the Compensation Committee because we believe they have similar business models and capabilities, and generally operate in a similar manner, to CVB Financial Corp. Specifically, the institutions in our peer group were all within an approximate ratio of 0.15x to 1.84x in market capitalization and an approximate ratio of 0.62x to 3.27x in total assets, as compared to CVB Financial Corp., as of the time when the peer group study was conducted. Within this defined universe of banks and bank holding companies, the Committee and Pearl Meyer then focused on the subset of institutions that engage in business banking and commercial lending and also operate in major metropolitan areas, where the Committee believes that competitive costs, pay levels and pay structures are more similar and relevant to those of the Company. Compared to the fifteen peers, CVB Financial Corp. ranked at the 36th percentile for total assets as of the September 30, 2023 comparison date and at the 66th percentile for market capitalization as of the October 1, 2023 comparison date. Using data as of December 31, 2023 for total assets and market capitalization, CVB Financial Corp. would be ranked on these two components at the 36th and 52nd percentiles, respectively, within the peer group. While our market analysis and the surveys by our outside compensation consultants inform our range of compensation alternatives, we do not tie our executive officers’ or directors’ compensation levels to specific market percentiles. Instead, the Compensation Committee uses this comparative compensation information as a set of reference points to assist in the retention of key executives whose performance is critical for the success of the organization and in the setting of appropriate goals with respect to the Company’s desired performance and results. The Compensation Committee has observed that, based on the Pearl Meyer benchmarking study conducted in November 2023, the total compensation targeted to be paid to our five NEOs, collectively, during our 2023 fiscal year, based on then-available data on their 2023 base salaries and actual incentives paid for 2022, generally falls slightly below the 50th percentile for the peer group, while Mr. Brager's compensation as our President and CEO generally aligns with the 25th percentile for peer group CEOs. By contrast, with respect to the Company’s financial and operational performance on six key metrics commonly utilized to evaluate banking organizations, as summarized above in the section of this proxy statement on “Overview of our Financial and Operational Performance,” the Company has consistently achieved the top or third quartile performance on five of the six key metrics, relative to the same peer group, during 2023 and during the three-year period from 2021-2023. As a result, effective in January 2024, the Compensation Committee approved modest increases in base salary levels for each of our NEOs, including our CEO, for our 2023 fiscal year, in order to achieve an overall target percentile that is closer to the median level of NEO compensation for the applicable position relative to our peer group. These limited upward adjustments will be covered in detail in the Company’s proxy statement to be prepared for our 2025 annual meeting of shareholders. In addition, adjustments to our NEO compensation are calibrated to the Committee’s evaluation of each individual officer’s performance, responsibilities, contributions and experience, as well as to the Committee’s view of competitive conditions and internal equity. It may continue to be the case that specific components of a given executive’s compensation, such as base salary, annual incentive pay, bonus compensation or equity awards, may fall outside the targeted range for our NEOs generally, depending upon individual factors, such as the executive’s position relative to our other NEOs, the executive’s history with the Company, the executive’s level of achievement of specific goals, and market conditions for the executive’s position. Lastly, it should be noted that the peer group of financial institutions summarized above, as utilized by the Committee and developed with the assistance of Pearl Meyer, differs from the separate index-based peer group employed by the Company to present stock performance and NEO pay versus performance pursuant to Item 201(e)(1)(ii) and Item 402(v) of SEC Regulation S-K. The latter peer group consists of all the financial institutions comprising the KBW Regional Banking Index (KRX), which is a weighted index of approximately 50 regional banks or bank holding companies throughout the U.S. The KRX is employed by the Company for purposes of (1) the stock performance graph provided in the Company’s Annual Report on Form 10-K for 2023, as required by Item 201(e)(e)(1)(ii) of Regulation S-K and (2) the “pay versus performance” disclosures provided by the Company pursuant to Item 402(v) of Regulation S-K (please see the section of this proxy statement below on “Pay Versus Performance”). Because the KRX is weighted by market capitalization, and is widely published and available for tracking purposes, we believe it is a more appropriate benchmark for measuring comparative items such as the relative performance of the Company’s stock and “pay versus performance” metrics such as cumulative total shareholder return.

  31. Compensation Arrangements with our President and Chief Executive Officer

    Compensation Arrangements with our President and Chief Executive Officer David A. Brager was appointed to the position of CEO for CVB Financial Corp. and Citizens Business Bank, effective March 16, 2020, and his role and title were expanded to President and CEO effective November 19, 2021. Mr. Brager has been employed by Citizens Business Bank since 2003 and was promoted in 2020 from his prior position as our Executive Vice President and Sales Division Manager. On July 20, 2022, the Company entered into an Amended and Restated Employment Agreement with Mr. Brager (the “2022 Employment Agreement”), and the Company has previously filed a complete copy of such Employment Agreement, pursuant to a Form 8-K filed with the SEC on July 21, 2022. Term. The 2022 Employment Agreement provides for a term of approximately three years, commencing on July 20, 2022 and ending on June 30, 2025. Base Salary. Pursuant to the 2022 Employment Agreement, Mr. Brager’s base salary was set at its then-current level of $800,000 at the commencement of the renewed term, with any further merit increases in base salary at the discretion of the Compensation Committee, based on the Committee’s evaluation of Mr. Brager’s and the Company’s performance. Mr. Brager's base salary was increased to $825,000 per annum effective January 3, 2023. Annual incentive opportunity. Under his 2022 Employment Agreement, Mr. Brager is provided with a target cash incentive opportunity of 100% of base salary and a maximum incentive opportunity of 150% for each calendar year during the term of the Agreement. Long-term equity incentives. Under the terms of his 2022 Employment Agreement, Mr. Brager is to receive annual equity awards with a target value equal to 150% of his annual base salary at the time of grant, and with a minimum value equal to 120% of his annual base salary at the time of grant, in such forms of awards and on such terms as may be determined from time to time by the Committee, with one-half of such amount in the form of time-vesting restricted stock units and one-half of such amount in the form of performance-based restricted stock units. For our 2023 fiscal year, Mr. Brager received equity awards consisting of 24,814 time-based restricted stock units and 24,814 performance-based restricted stock units on January 25, 2023. The aggregate number of shares, divided equally between Time RSUs and Performance RSUs, was calculated by dividing an initial and target value of shares of $1,200,000 (150% of Mr. Brager’s base salary of $800,000 for the immediately preceding year) by $24.18, which was the closing price for CVB Financial Corp. stock on January 25, 2023. The Time RSUs are scheduled to vest in three equal annual installments, in each case on the anniversary date of the 2023 grant date of January 25, in 2024, 2025, and 2026, respectively, as long as Mr. Brager is employed by the Company on the applicable vesting date. The first installment of Time RSUs vested as scheduled on January 25, 2024. The Performance RSUs are scheduled to vest on the three-year anniversary of their January 25, 2023 grant date, which is January 25, 2026, based on the financial performance of the Company during a three-year performance period consisting of the Company’s 2023, 2024 and 2025 fiscal years. The Performance RSU’s are subject to two performance targets, each of which is to be weighted equally and averaged by calendar year over the three-year performance period. For further details on the required calculations regarding the vesting of our Performance RSUs, please see the section of this proxy statement below on “PRSU Performance Criteria and Measurement Period.” Severance Benefits. Subject to the Company’s receipt of a release of claims, the 2022 Employment Agreement provides severance benefits for Mr. Brager in specified situations. If Mr. Brager is terminated without “cause,” he will receive an amount, payable over 18 months, equal to two times the sum of his then current annual base pay and average annual incentive compensation and bonus for the preceding two calendar years. In the event Mr. Brager is terminated without “cause” within 6 months before or 12 months after a “change-in-control” or resigns for “good reason” within 12 months after a “change-in-control” (as such terms are defined in the 2022 Employment Agreement), he will be entitled to severance pay equal to two times the sum of (x) his then-current annual base pay plus (y) his average annual incentive compensation and bonus granted for the preceding two calendar years, which amount is payable over 18 months. In addition, upon a change-in-control, with or without Mr. Brager’s termination, Mr. Brager’s unvested Time RSUs and Performance RSUs would vest immediately, and unvested Performance RSUs would vest (x) at target levels if the relevant Performance Period is less than two years at the time of the change-in-control or (y) based on the applicable performance targets achieved if two or more years of the relevant Performance Period have transpired. Moreover, in the event of termination of employment in connection with a change-in-control, Mr. Brager’s severance pay would be increased to include the cost equivalent of 24 months of medical and dental insurance coverage, including any applicable taxes. Furthermore, in the event that Mr. Brager dies or becomes permanently disabled during his tenure as the Company’s President and CEO, Mr. Brager’s unvested stock options, Time RSUs and Performance RSUs would vest in full, with the unvested Performance RSUs to vest at the target number of shares established in the applicable grant. Other Contract Terms. The 2022 Employment Agreement provides for the following additional benefits: (a) Mr. Brager’s eligibility to participate in the Company’s group benefit plans and programs available to all associates of Citizens Business Bank, (b) a monthly automobile allowance of $2,000, (c) reimbursement for the reasonable costs of one country club membership, (d) eligibility to participate in the same deferred compensation program that is available to other senior executives and directors of the Company, and (e) reimbursement for other reasonable, ordinary and necessary business expenses.

  32. Base Salary

    Base Salary It is our philosophy that our executives should be paid a base salary that we believe is competitive with the salaries paid by comparable organizations. We predicate the base salary on the executive’s ability, experience and past and potential performance and contribution to CVB Financial Corp. and Citizens Business Bank. In addition, we determine the base salary range, in part, by periodically benchmarking our executives’ base salaries against the base salaries for comparable positions at the institutions in our peer group, as discussed above. Our outside compensation consultants and our Human Resources Department gather this information to analyze appropriate salary levels for our NEOs, as well as for all of our other associates. Each year we generally establish a pool for base salary increases and incentive award percentage increases for each associate based on this peer group information and his or her job performance. Base Salaries of our NEOs. The base salaries of our NEOs were increased as follows effective on January 3, 2023:

  33. Base Salary

    The Compensation Committee believes that these increases put the base salaries of our NEOs at levels that were more comparable to those of executive officers at comparably-sized peer group banks and bank holding companies performing similar functions, based on the NEO compensation benchmarking study conducted by Pearl Meyer in December 2022. In December 2023, the Compensation Committee made further adjustments to the base salary levels of all five of our continuing NEOs, including Mr. Brager, based on the more recent compensation benchmarking study performed by Pearl Meyer in November 2023. However, this set of base salary increases did not take in effect until January 1, 2024, and thus will be reported in connection with the Company’s annual proxy statement to be issued in 2025 covering our 2024 fiscal year.

  34. Annual Performance Compensation Plans (Incentive Compensation and Plan-based Discretionary Bonus Amounts)

    Annual Performance Compensation Plans (Incentive Compensation and Plan-based Discretionary Bonus Amounts) Our Compensation Committee reviews and approves annual PCPs for each of our NEOs. The categories and parameters of the objective financial and operational metrics which underlie the determination of the incentive compensation payments under our annual PCPs are in turn derived from our Company’s 2023 Executive Incentive Plan (the “Executive Incentive Plan”). The Compensation Committee believes the Executive Incentive Plan plays a central role in linking executive compensation to specific and objective goals intended to result in both short-term and long-term increases in shareholder value. The Company’s 2023 PCPs provide that each of our NEOs should be eligible for both annual incentive compensation awards and annual plan-based discretionary bonus awards, with the potentially larger incentive compensation payments to be based on entirely objective criteria and the potentially smaller discretionary bonus payments to be based on more subjective criteria, as further explained below. The Compensation Committee uses a combination of financial metrics and individual goals to develop an annual incentive program and plan-based discretionary bonus program for each of our NEOs. These objective financial metrics and individually-tailored goals, in turn, are calibrated to focus each of our NEOs on the drivers of Company growth over which we believe the respective NEO can have the greatest influence. We believe this binary approach strikes the appropriate balance between holding our executives accountable to quantitative financial and performance metrics while at the same time fostering the achievement of qualitative goals and projects. Consistent with our historical practice, our Compensation Committee typically reviews and approves two separate, independent and specific annual PCPs covering (1) the objective incentive compensation and plan-based discretionary bonus compensation opportunities for our President and CEO, and (2) the objective incentive compensation and plan-based discretionary bonus compensation opportunities for each of our four other NEOs, namely, Messrs. Nicholson, Farnsworth, Harvey and Wohl. Our President and CEO’s incentive compensation and plan-based discretionary bonus opportunities are governed by our CEO Performance Compensation Plan for 2023 (“CEO Plan”). Under the CEO Plan, our CEO may earn from 0% to 150% of his base salary, depending on the achievement of specified performance levels on five enumerated factors, four of which are tied to objective financial metrics and one of which is tied to a defined set of subjective and qualitative individual performance measures. By comparison, the objective incentive compensation and plan-based discretionary bonus opportunities for our four other NEOs (Messrs. Nicholson, Farnsworth, Harvey and Wohl) are governed by our Executive Performance Compensation Plan for 2023 (“ECP Plan”). Under the ECP Plan, these four NEOs may earn from 0% to 60% of their respective base salaries as incentive compensation, depending on the achievement of five objective financial or operational metrics, which may differ by position. The ECP Plan then provides for a separate, plan-based discretionary bonus opportunity for each of these four NEOs, in an amount ranging from 0% to 20% of his respective base salary, based upon an enumerated set of subjective and qualitative individual performance measures which, again, may differ by position for each such NEO. Accordingly, the salient difference between the CEO Plan and the ECP Plan is that, for our President and CEO, the applicable qualitative and subjective bonus criteria are established as one of the five core factors, along with four objective, metrics-based objectives, whereas, under the ECP Plan, Messrs. Nicholson, Farnsworth, Harvey and Wohl each has an incentive compensation opportunity based on five objective financial metrics, and then a separate and plan-based qualitative and subjective bonus component. This variation in the configuration of our CEO Plan, on the one hand, versus our ECP Plan, on the other hand, is reflected by virtue of the inclusion of “Subjective Job Performance” in the column for Mr. Brager in the first of the two tables set forth below in this section of our proxy statement, whereas the plan-based subjective job performance measure for Messrs. Nicholson, Farnsworth, Harvey and Wohl is an add-on component calculated outside the factors enumerated in such table. With respect to the plan-based discretionary bonus amounts awarded to each of our NEOs for 2023, the amounts available to be earned by our President and CEO and our other four continuing NEOs depended upon a list of subjective and qualitative performance measures that the Committee believed to be appropriate for each applicable position. As noted above, this plan-based subjective and qualitative individual bonus opportunity is discretionary, and is evaluated differently than the objective incentive awards paid under the Executive Incentive Plan. The Compensation Committee believes this subjective individual bonus opportunity for each of our continuing NEOs is important to (i) encourage and incentivize our key Company leaders to exercise their general management and teamwork skills as well as (ii) ensure consistency in the application of this evaluative factor across each of our NEO’s respective compensation programs. The Compensation Committee takes each executive’s individual job performance into account in determining whether and in what amounts to make any annual plan-based discretionary bonus awards, so that our President and CEO and each of our other four NEOs is accountable for his or her individual (as opposed to corporate) performance. The specific design and implementation of each of these two basic components of our President and CEO’s and each of our other NEO’s respective objective incentive awards and plan-based discretionary bonus programs for 2023 are discussed separately below for each named executive officer. The percentages of both the objective incentive compensation amounts and the individual bonus compensation amounts for which our NEOs (including our President and CEO) are eligible are based upon the dollar amount of each NEO’s respective base salary. Under each of the applicable PCPs, the amount of each NEO’s base salary utilized for incentive compensation and plan-based discretionary bonus calculation purposes is typically the annualized base salary level for such NEO in effect as of March 1st of the applicable calendar year. 2023 Executive Incentive Awards. Typically, during the first quarter of each fiscal year, the Compensation Committee establishes corporate goals for that year, with the intent to balance current profitability with long-term stability and prudent risk management. The Compensation Committee then develops specific performance measures for each of our NEOs, including our President and CEO, utilizing defined metrics which the Committee believes are based on challenging but achievable goals. With respect to these measures, our NEOs other than our President and CEO may earn from 0% (in the case of performance below threshold levels) up to 60% (for superior performance) of their respective base salaries as performance incentive awards, whereas our President and CEO may earn from 0% (in the case of performance below threshold levels) up to 150% (for superior performance) of his base salary as a performance incentive award.

  35. Annual Performance Compensation Plans (Incentive Compensation and Plan-based Discretionary Bonus Amounts)

    The Compensation Committee has the sole discretion, albeit, consistent with our Executive Incentive Plan, to determine the standards or formulas pursuant to which each executive’s incentive award shall be calculated, whether all or any portion of the amount so calculated will be paid, and the specific amount (if any) to be paid to each executive. Typically, in January or February of the following fiscal year, the Compensation Committee will then evaluate the Company’s performance and determine the amount of the performance incentive award payable to each participant, pursuant to our approved Executive Incentive Plan, for the prior fiscal year. For purposes of the Company’s 2023 CEO Plan and ECP Plan (each a “Plan” and collectively, the “Plans”), the Compensation Committee determined that, under each NEO’s respective Plan, no performance incentive award would be payable unless the Company’s net profit after tax was at least $200,000,000. The Compensation Committee set this supervening threshold for the payment of performance incentive awards under our 2023 Plans because the Committee believes that it is appropriate to make such awards contingent upon the Company’s earning sufficient profits to pay shareholder dividends at currently established levels and to continue to bolster retained capital at historical accretion rates. By comparison, this threshold level was set at $180,000,000 for the purposes of the Plans for 2022. For 2023, the specific performance measures chosen by the Compensation Committee for our CEO and other continuing NEOs, and the percentage of each executive’s annual incentive opportunity attributable to each measure, are set forth in the table below. The Compensation Committee chose these performance measures because it believed these metrics were the best measures for judging the respective contributions of these officers to the overall business success of CVB Financial Corp. and Citizens Business Bank from an operational and shareholder value perspective for our 2023 fiscal year. Each performance measure received a weighting between 10% and 50%. In the case of all our NEOs, a high degree of weighting is assigned to the net profit after tax measure, because the Compensation Committee believes this measure best incentivizes current-year profitability, which in turn is a major component of shareholder value.

  36. 2023 TABLE OF PERFORMANCE MEASURES AND THE PERCENTAGE THAT EACH MEASURE IS OF A NAMED EXECUTIVE OFFICER’S TOTAL INCENTIVE AWARD OPPORTUNITY

    2023 TABLE OF PERFORMANCE MEASURES AND THE PERCENTAGE THAT EACH MEASURE IS OF A NAMED EXECUTIVE OFFICER’S TOTAL INCENTIVE AWARD OPPORTUNITY

  37. 2023 TABLE OF PERFORMANCE MEASURES AND THE PERCENTAGE THAT EACH MEASURE IS OF A NAMED EXECUTIVE OFFICER’S TOTAL INCENTIVE AWARD OPPORTUNITY

    | | Brager | Nicholson | Farnsworth | Harvey | Wohl | | Performance Measures | Performance Measure Weighting as a Percentage of Total | | | | | | Net Profit After Tax (CVB Financial Corp.) | 50% | 50% | 50% | 50% | 50% | | Average Demand Deposits(1) | 10% | 10% | 0% | 10% | 0% | | Average Total Loans (Net)(2) | 10% | 10% | 20% | 10% | 15% | | Noninterest Income(3) | 0% | 10% | 0% | 10% | 10% | | Noninterest (Operating) Expenses(4) | 10% | 20% | 10% | 20% | 15% | | Delinquencies (Quarterly Average) | 0% | 0% | 10% | 0% | 0% | | Nonperforming Loans + REO/Total Loans (Quarterly Average) | 0% | 0% | 10% | 0% | 0% | | Legal Expenses and Recoveries(5) | 0% | 0% | 0% | 0% | 10% | | Subjective Job Performance | 20% | | | | | | Total incentive award opportunity under Plan | 100% | 100% | 100% | 100% | 100% |

  38. 2023 TABLE OF PERFORMANCE MEASURES AND THE PERCENTAGE THAT EACH MEASURE IS OF A NAMED EXECUTIVE OFFICER’S TOTAL INCENTIVE AWARD OPPORTUNITY

    Noninterest-bearing. (2) Net of deferred loan fees. Calculation does not include any deduction for loan loss allowance. (3) Excludes gains or losses on other real estate owned, and gains or losses on sales of branches and investment securities. (4) Excludes acquisition expenses. (5) Aggregate annual outside counsel expenses, net of any recoveries related to judgments, settlements and reimbursements, and not including any outside counsel expenses related to mergers and acquisitions. For each performance measure, we established three business performance achievement levels (Threshold-Level 1, Target-Level 2 and Maximum-Level 3) to determine the performance incentive amounts for which the applicable NEO would be eligible. The business performance achievement levels for Mr. Brager, as a percentage of his base salary, were set at Level 1 — 75%, Level 2 — 100% and Level 3 — 150%. The business performance achievement levels for each of our other NEOs, as a percentage of their respective base salaries, were set at Level 1 — 20%, Level 2 — 40% and Level 3 — 60%. Based on the percentage weighting assigned to each applicable performance measure, a fixed dollar amount of performance award is determined for the performance measure, by first multiplying the associated business achievement level by the corresponding payout percentage, and then multiplying the resulting percentage by the executive’s base salary, to calculate the amount of the applicable NEO’s incentive award for that performance measure. The total amount of the applicable NEO’s incentive award under our Executive Incentive Plan is the sum of such amounts for the applicable performance measures. There is no interpolation between incentive levels; that is, if a performance measure achievement is better than Level 1, but less than Level 2, only the Level 1 percentage is paid. Based on our historical performance, we believed that, while challenging, at the time it was devised, each of the business performance measures at the Target Level (Level 2) was achievable for 2023. For example, here is an illustration of how the performance award payments would be calculated for a NEO other than the President and CEO (assuming the Company’s net profit after tax for 2023 was at least $200,000,000), if the metric in question (net profit after tax) represented 50% of the incentive opportunity and performance was at Level 2 or above but below Level 3. In this case, the performance award for this metric would equal (1) the NEO’s base salary, times (2) 50% (the incentive weighting), times (3) 40% (the payout percentage corresponding to Level 2 performance), resulting in a payout equal to 20% of base salary for this metric. The President and CEO’s calculation would be similar, with a 50% incentive weighting for the net profit after tax metric, but with his Level 2 payout being 100%, rather than 40%, his payout would be equal to 50% of base salary for this same metric. From a timing standpoint, the Committee has sought to adopt the annual incentive compensation plans for a given fiscal year for our President and CEO and our other four NEOs prior to March 31 of such fiscal year, so that the goal-setting metrics would not be overly influenced by current-year performance to date. For 2023, the Committee adopted our CEO Plan (covering Mr. Brager) and our ECP Plan (covering Messrs. Nicholson, Farnsworth, Harvey and Wohl) on February 22, 2023. Annual Performance Measures and Results. The following Table contains the Company’s 2023 results for each of the performance incentive plan metrics, as well as how such 2023 results compared to the Company’s 2022 results. The cash awards provided to each of our NEOs under this incentive component of compensation are discussed below and set forth in column (g) of our Summary Compensation Table. The individual job performance appraisal for each such NEO in connection with his applicable plan-based discretionary bonus opportunity is also discussed separately below and set forth in column (d) of our Summary Compensation Table.

  39. 2023 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS

    2023 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS

  40. 2023 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS

    | Performance Measures | | Level 1 (Threshold) | Level 2 (Target) | Level 3 (Maximum) | | | | CEO Opportunity | | 75% | 100% | 150% | | | | NEO Opportunity | 2022 Results | 20% | 40% | 60% | 2023 Results | Payout Level | | | Dollar amounts in thousands | | | | | | | Net Profit After Tax Hurdle (CVB Financial Corp.) | $235,425 | $200,000 | | | Hurdle Met | | | Net Profit After Tax (CVB Financial Corp.) | $235,425 | $230,000 | $250,000 | $270,000 | $221,435 | Not Met | | Average Demand Deposits | $8,839,600 | $8,000,000 | $8,800,000 | $8,600,000 | $7,793,000 | Not Met | | Average Total Loans (Net) | $8,677,000 | $9,000,000 | $9,075,000 | $9,150,000 | $8,893,335 | Not Met | | Noninterest income | $47,200 | $46,000 | $48,000 | $50,000 | $59,300 | 3 | | Noninterest (Operating) Expense | $210,500 | $232,000 | $227,000 | $222,000 | $230,000 | 1 | | Delinquencies (Quarterly Average) | 0.01% | 0.05% | 0.04% | 0.00% | 0.00% | 3 | | Nonperforming Loans + OREO/Total Loans (Quarterly Average) | 0.12% | 0.35% | 0.25% | 0.13% | 0.13% | 3 | | Legal Expenses Net of Recoveries | $630 | $775 | $725 | $675 | $1,647 | Not Met |

  41. 2023 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS

    Total Calculated Payout Levels. The following table reflects the impact of our 2023 results for each of the performance incentive plan metrics on each NEO’s incentive compensation under his respective Plan. No adjustments were made to the goals or targets for 2023 for the above mentioned performance measures.

  42. 2023 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE

    2023 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE

  43. 2023 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE

    | | Brager | Nicholson | Farnsworth | Harvey | Wohl | | Performance Measures | Calculated Payout Levels (as a % of Salary) under the Plan | | | | | | Net Profit After Tax (CVB Financial Corp.) | 0% | 0% | 0% | 0% | 0% | | Average Demand Deposits | 0% | 0% | 0% | 0% | N/A | | Average Total Loans (Net) | 0% | 0% | 0% | 0% | 0% | | Noninterest Income | N/A | 6% | N/A | 6% | 6% | | Noninterest (Operating) Expenses | 7.5% | 4% | 2% | 4% | 3% | | Delinquencies (Quarterly Average) | N/A | N/A | 6% | N/A | N/A | | Nonperforming Loans + REO/Total Loans (Quarterly Average) | N/A | N/A | 6% | N/A | N/A | | Legal Expenses and Recoveries | N/A | N/A | N/A | N/A | 0% | | Total Incentive Award as a % of Salary under Plan | 7.5% | 10% | 14% | 10% | 9% |

  44. 2023 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE

    2023 Plan-based Discretionary Bonus Awards. As described above, the plan-based discretionary bonus component for Mr. Brager is established as one of the five core factors set forth in Mr. Brager’s CEO Plan, whereas the plan-based discretionary bonus component for each of Messrs. Nicholson, Farnsworth, Harvey and Wohl is established in their respective ECP Plans as a separate and additional award opportunity outside of the five core factors set forth for each such NEO. The amount of this individual plan-based discretionary bonus opportunity ranges from 0% to 30% of base salary for our President and CEO, and from 0% to 20% of base salary for Messrs. Nicholson, Farnsworth, Harvey and Wohl. Depending on the specific NEO, we take into consideration factors such as customer and business retention, quality and accuracy of financial reporting, staff recruitment and retention, expense management, project management, sales and credit support, cybersecurity and fraud prevention, strategic plan development and communication, sales calling activity, product development and implementation, marketing, effective communication with shareholders and regulators, facilities management, loan portfolio management, cross-selling of customer products, loan documentation and servicing, special assets management, organizational structure and execution, technology enhancement, systems implementation and support for other divisions. For their plan-based discretionary bonus awards, each of our NEOs (including the President and CEO) is individually evaluated, and the personal performance level indicated by the individual NEO’s performance is specified as a percentage up to a maximum of 30% or 20%, as applicable. This percentage is then multiplied by the executive’s base salary to calculate the applicable NEO’s plan-based discretionary bonus. As previously noted, the cash bonus awards provided to each of our NEOs under this component are reflected in column (d) of the Summary Compensation Table below. The President and CEO evaluates the individual job performance of the NEOs (other than himself) and makes recommendations regarding their achievement levels to the Compensation Committee, which determines the amount of each NEO’s plan-based discretionary bonus. The Compensation Committee evaluates the President and CEO’s individual job performance and determines his plan-based discretionary bonus award. Plan-based Discretionary Bonus Percentages and Amounts. The following table sets forth the respective percentages and dollar amounts of the plan-based discretionary bonus awards provided for each of our NEOs, as determined with reference to the individualized criteria enumerated under each NEO’s individual PCP, with the Committee’s assessment of each NEO’s subjective performance summarized below. The cash awards provided to each of our NEOs under this plan-based discretionary component of compensation are included in column (d) of our Summary Compensation Table below.

  45. 2023 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE

    | NEO | Maximum 2023 Plan-based Discretionary Bonus Opportunity (percent of base salary) | 2023 Plan-based Discretionary Bonus Percent Awarded | Dollar Value of 2023 Plan-based Discretionary Bonus Award | | David A. Brager | 30% | 28% | $231,000 | | E. Allen Nicholson | 20% | 20% | $104,000 | | David F. Farnsworth | 20% | 20% | $80,000 | | David C. Harvey | 20% | 20% | $106,000 | | Richard H. Wohl | 20% | 20% | $70,000 |

  46. 2023 Supplemental Discretionary Bonus Awards

    2023 Supplemental Discretionary Bonus Awards At its regular meeting in February 2024, the Compensation Committee decided, after careful consideration, to exercise its authority to award supplemental discretionary bonuses to each of the Company’s NEOs for fiscal year 2023, in addition to the plan-based discretionary bonus awards described above. As noted above, the Company’s Executive Incentive Plan adopted by the Committee in 2023, and the Company’s prior Executive Incentive Plan adopted by the Committee and approved by our shareholders in 2015, provide specific authority for the Committee to use its discretion to adjust or modify executive compensation targets or amounts, in the case of any unusual or nonrecurring events affecting the Company or the Company’s financial statements, or in response to changes in business conditions. The Committee considered that, in reviewing our overall NEO compensation amounts, the Company’s NEOs would be receiving notably smaller incentive-based awards for 2023, as compared to such incentive-based awards in recent years, due to the fact that the Company’s financial performance failed to meet the Level 1 thresholds required to earn certain of the metrics-based incentive awards provided under the terms of our NEOs’ respective 2023 performance compensation plans. The Committee further noted that these shortfalls were variously attributable to several significant external events that came into play after the Company had previously established its internal financial forecasts for its 2023 fiscal year, which forecasts for performance compensation plan purposes had been developed in October 2022. These significant external events included the following: (i) the unprecedented severity and pace of the Federal Reserve’s campaign to increase prevailing market interest rates, in order to curb rising inflation, which campaign continued through the end of 2022 until July 2023, (ii) a regional banking crisis, due to the failure of three large regional banks during March and May 2023, including two such banks based in California, which in turn caused other regional banks (including Citizens Business Bank) to incur unexpected deposit runoff and materially higher than expected borrowing costs, and (iii) the resulting action by the FDIC to impose a special assessment on all insured financial institutions with uninsured deposits in excess of $5 billion, in order to replenish the FDIC’s Deposit Insurance Fund following the three prominent regional bank failures, which in turn resulted in Citizens Business Bank’s taking a pre-tax charge of $9.2 million in 2023 Q4. The Committee unanimously agreed that, throughout the entire period during which these disruptive external events took place, the Company’s management team had worked diligently and successfully to preserve Citizens Business Bank’s customer base, to maintain the Bank’s low-cost deposit franchise compared to peer institutions, to continue to make loans available to the Bank’s customers, to secure the Bank’s status as a fundamentally safe and sound bank, and to uphold the Bank’s positive reputation with its regulators and the public at large. Moreover, the Committee noted that, despite the challenging environment for financial institutions generally, the Company had nonetheless achieved the second-highest annual net earnings in its 49-year history for 2023, while at the same time maintaining a balance sheet that reflected its traditionally pristine credit quality. Additionally, referencing the specific terms of the Company’s NEO performance compensation plans for 2023, the Committee took into account the fact that the Company had satisfied the minimum net earnings threshold for the payment of any performance awards under such plans of $200 million. However, the Committee also recognized that, notwithstanding the fact that the external events cited above were largely outside the control of the Company’s executive team, the Company’s compensation program should nonetheless enforce a measure of accountability for actual financial results achieved, since the metrics underlying the Company’s performance compensation plans, in the Committee’s view, plainly impact shareholder and enterprise value and the Company’s capacity for achieving its longer term strategic objectives. Accordingly, the Committee determined that, to the extent supplemental discretionary bonuses would be awarded to the Company’s NEOs, such bonuses should be tailored to be paid at levels that would equate (x) the aggregate of all incentive and discretionary bonus amounts payable to each executive for 2023 to (y) an amount not to exceed approximately 65-75% of the comparable aggregate individual incentive and discretionary bonus awards paid to such executive for 2022, when no supplemental discretionary bonuses were provided to any of the Company’s NEOs. In reaching these decisions as to the form and amounts of such supplemental discretionary bonus payments, the Committee further consulted with its traditional outside advisors, including the Company’s compensation consultants at Pearl Meyer and the Company’s compensation counsel at the law firm of Manatt, Phelps & Phillips, LLP. The Committee noted in this regard that the Company’s outside compensation consultants had advised that they believed a significant percentage of the Company’s peer financial institutions would be considering taking similar steps to adjust executive incentive compensation relative to 2023 performance, as compared to amounts that would otherwise be payable under a strictly metrics-based approach. As a result, the Committee concluded that there would be an important retention rationale at stake, as well, for the Committee to consider making similar discretionary adjustments to the overall bonuses payable for 2023 to the Company's senior executive team. Supplemental Discretionary Bonus Amounts and Percentages. The following table sets forth, for each of our NEOs, (i) the dollar amounts of their respective supplemental discretionary bonus awards for 2023, (ii) the total dollar amount of incentive compensation, plan-based discretionary bonus, and supplemental discretionary bonus paid to each of our NEOs for 2023, (iii) the total dollar amount of incentive awards and plan-based discretionary bonuses paid to each of our NEOs for 2022 (when no supplemental discretionary bonuses were paid), and (iv) the percentage of (x) each NEO’s total incentive compensation, plan-based discretionary bonus and supplemental bonus paid in 2023, relative to (y) the total dollar amount of incentive compensation and plan-based discretionary bonus paid to such NEO for 2022. The supplemental discretionary bonus awards provided to each of our NEOs for our 2023 fiscal year are included in column (d) of our Summary Compensation Table. In addition, the Committee’s assessment of each NEO’s subjective performance for the purposes of this supplemental bonus award is summarized below.

  47. 2023 Supplemental Discretionary Bonus Awards

    | | (a) | (b) | (c) | (d) | | NEO | Dollar Amount of 2023 Supplemental Discretionary Bonus | Total Dollar Amount of Incentive Award, Plan-based Discretionary Bonus and Supplemental Discretionary Bonus for 2023 | Total Dollar Amount of Incentive Award and Plan-based Discretionary Bonus for 2022(1) | Percentage of Amount in Column (c) for 2023 Compared to Amount in Column (d) for 2022 | | David A. Brager | $450,000 | $742,875 | $1,080,000 | 68.8% | | E. Allen Nicholson | $90,000 | $246,000 | $350,000 | 70.3% | | David F. Farnsworth | $58,000 | $194,000 | $277,000 | 69.9% | | David C. Harvey | $90,000 | $249,000 | $357,000 | 69.7% | | Richard H. Wohl | $55,000 | $156,500 | $244,000 | 69.7% |

  48. 2023 Supplemental Discretionary Bonus Awards

    (1) No supplemental discretionary bonuses were paid to any of our NEOs for 2022. Mr. Brager’s Annual Bonus. For the reasons set forth above, Mr. Brager’s incentive compensation and bonus compensation for 2023 consisted of three components, which were our traditional two components of a metrics-based incentive award and a plan-based discretionary award, pursuant to the metrics and criteria outlined in his CEO Plan, plus a third supplemental bonus component awarded on a non-customary basis for 2023. With respect to the first two components, Mr. Brager’s 2022 Employment Agreement provides that the target amount of incentive and bonus compensation for Mr. Brager for fiscal year 2023 was a total of 100% of his base salary, with a maximum of up to 150% of base salary. In order to adequately recognize and compensate Mr. Brager for the plenary scope of his overall responsibilities, including his supervision of all our other executive officers, and to further incentivize him to meet his designated performance targets, Mr. Brager’s potential incentive and bonus compensation levels are set at higher percentages than those of our other NEOs. For the first component, which was based on the specific financial performance metrics under Mr. Brager’s CEO Plan, as enumerated in the preceding Tables, Mr. Brager’s aggregate incentive compensation for 2023 was $61,875. This amount represented a substantial reduction compared to Mr. Brager’s $880,000 metrics-based award for 2022, due to the fact that three of the four financial measures in Mr. Brager’s CEO Plan for 2023 were not achieved at the threshold level. For the second component, Mr. Brager’s Subjective Job Performance rating was evaluated based on a scale ranging from 0% to 30% of annual base salary, with the target level set at 20% under his CEO Plan. For 2023, Mr. Brager’s Job Performance was judged to be “Excellent,” which in turn resulted in Mr. Brager’s achieving a plan-based discretionary award level of 28% of his base salary. In calculating this plan-based discretionary award for Mr. Brager, the Compensation Committee recognized Mr. Brager’s principal role in ensuring that the Company continued to attract, develop and retain a top quality workforce, enhancing the Company’s strategic planning process, maintaining the Company’s traditional focus on efficient operations, and effectively representing the Company and communicating skillfully with key constituencies, including the Company’s shareholders, Board of Directors, regulators and associates. In view of these considerations, the Committee awarded Mr. Brager a plan-based discretionary bonus in the amount of $231,000 for 2023. For the third component, the Compensation Committee decided to award Mr. Brager a supplemental discretionary bonus in the amount of $450,000. The Committee noted in this regard that Mr. Brager had been instrumental in leading the Company through an exceptionally challenging period for regional banks during 2023. Despite the difficult interest rate environment, the Company nonetheless achieved the second-highest net income in its 49-year history, while maintaining a distinctively safe and sound financial profile. Crucially, Citizens Business Bank preserved its valuable customer relationships and loan and deposit franchises at a time when a number of peer banking institutions experienced notable defections and outflows. Furthermore, the Company maintained its historically strong capital ratios and significant liquidity position over the course of 2023, and importantly, CVB Financial Corp. declared its 137th consecutive quarterly dividend and achieved a record 187th consecutive quarter of profitability. Additionally, in 2023, S&P Global Market Intelligence ranked CVB Financial Corp. as the #3 Best-Performing U.S. Public Bank, Citizens Business Bank was designated as a “Super Premier” Performing Bank by The Findley Reports, and the Company received a Five-Star Superior rating from BauerFinancial, as well as a BBB+ rating from Fitch Ratings. In summary, Mr. Brager’s aggregate objective incentive award, plan-based discretionary bonus award, and supplemental discretionary bonus award for 2023 was equal to $742,875, which represents a cumulative total of 90% of his base salary in effect as of March 1, 2023. This compared to an aggregate amount of 135% of base salary for 2022. Mr. Nicholson’s Annual Bonus. Mr. Nicholson’s incentive compensation and bonus compensation for 2023 likewise consisted of three components, including our traditional two components of a metrics-based incentive award and a plan-based discretionary award, pursuant to the metrics and criteria outlined in his ECP Plan, plus a third supplemental bonus component awarded on a non-customary basis for 2023. With respect to the first two components, Mr. Nicholson’s performance measures for 2023 were similar to those of Mr. Brager, except that (i) Mr. Nicholson’s incentive compensation was weighted more heavily towards management of noninterest (operating) expense since, in his role as Chief Financial Officer, Mr. Nicholson is directly responsible for managing the Company’s overall financial planning process, and his position has correspondingly more day-to-day impact on noninterest (operating) expenses than on more sales-oriented metrics such as loan and deposit growth, and (ii) the individual criteria applicable to Mr. Nicholson’s rating for Subjective Job Performance for the purpose of determining his plan-based discretionary award are calibrated to the specific duties of his position. For the first component, which was based on the specific financial performance metrics set forth in Mr. Nicholson’s incentive performance plan, Mr. Nicholson’s aggregate incentive compensation for 2023 was $52,000. This amount represented a substantial reduction compared to Mr. Nicholson’s $260,000 metrics-based award for 2022, due to the fact that three of the five financial measures in Mr. Nicholson’s ECP Plan for 2023 were not achieved at the threshold level. For the second component, in calculating the plan-based discretionary bonus to be paid to Mr. Nicholson for 2023, the Compensation Committee recognized Mr. Nicholson’s successes in continuing to improve the decision support qualities of the Company’s internal financial reporting , ensuring the integrity of the public financial statements and reports filed by CVB Financial Corp., enhancing the Company's liquidity and interest rate risk processes and strategies, overseeing the Company’s important Finance and Accounting Department, engaging with the Company’s shareholders and investors, and helping to manage the Company’s operating expenses. In view of these considerations, the Compensation Committee approved a plan-based discretionary bonus of $104,000 for Mr. Nicholson (which represents 20% of his base salary in effect as of March 1, 2023).

  49. 2023 Supplemental Discretionary Bonus Awards

    For the third component, the Compensation Committee decided to award Mr. Nicholson a supplemental discretionary bonus in the amount of $90,000. The Committee noted in this regard that Mr. Nicholson had played a leading role in overseeing the Company’s safe and sound balance sheet profile, including the Company’s asset-liability sensitivity and ongoing liquidity requirements and position, during a period when regional banks faced a number of meaningful external challenges. In this connection, Mr. Nicholson was instrumental in analyzing, negotiating, and closing a series of pay-fixed swaps that effectively increased the yield on the Company’s investment securities by 35 basis points from the prior year quarter, as well as coordinating the restructuring of Citizens Business Bank’s BOLI (bank-owned life insurance) investments, which in turn resulted in a significant increase in BOLI cash surrender value and non-interest income. Furthermore, Mr. Nicholson provided strong operational support to achieve important financial goals, including capital planning and assisting in implementing operating efficiencies. In summary, the Compensation Committee awarded Mr. Nicholson an aggregate objective incentive award, plan-based discretionary bonus award, and supplemental discretionary bonus award of $246,000 for 2023, which represents a cumulative total of 47% of his base salary in effect as of March 1, 2023. This compared to an aggregate amount of 70% of base salary for 2022. Mr. Farnsworth’s Annual Bonus. Mr. Farnsworth’s incentive and bonus compensation for 2023 was similarly comprised of three components, namely, a metrics-based incentive award, a plan-based discretionary bonus, and a supplemental discretionary bonus. With respect to the first two components, for Mr. Farnsworth, the individual performance measures and their respective percentage weightings differed from those applicable to Messrs. Brager and Nicholson in certain respects. Besides net profit after tax, average total loans and noninterest (operating) expenses, Mr. Farnsworth is also measured on average loan delinquencies and the ratio of nonperforming loans and foreclosed properties to total loans, as these metrics are considered to be indicative of sound credit management in his role as our Chief Credit Officer. In addition, with respect to his plan-based discretionary bonus, Mr. Farnsworth is evaluated on his efforts to create a positive credit environment through his active management of our loan portfolio, as well as his support of sales efforts, responsiveness to customers, visits to loan centers, oversight of our new loan originations and current loan extensions, and workouts of troubled loans. Certain of Mr. Farnsworth’s performance goals are different because his credit management functions tie more closely to these credit-related performance and management goals than those of our other NEOs. For the first component, which was based on the specific financial performance metrics set forth in Mr. Farnsworth’s incentive performance plan, Mr. Farnsworth’s aggregate incentive compensation for 2023 was $56,000. This amount represented a substantial reduction from the $212,800 metrics-based award that Mr. Farnsworth received for 2022, due to the fact that two of the five financial measures in Mr. Farnsworth’s ECP Plan for 2023, including the most heavily weighted net profit after tax measure, were not achieved at the threshold level. For the second component, in calculating the plan-based discretionary bonus to be paid to Mr. Farnsworth for 2023, the Compensation Committee recognized Mr. Farnsworth’s key role in supporting the sales-credit partnership throughout Citizens Business Bank’s geographic footprint, which in turn helped Citizens Business Bank to maintain its historically robust and diverse lending capabilities, exercising strong oversight of special asset management and delinquent loan charge-offs, ensuring that the Company’s Credit Management Department achieved full staffing levels while maintaining appropriate expense controls, and implementing significant credit tracking and reporting enhancements. In view of these considerations, the Compensation Committee approved a plan-based discretionary bonus of $80,000 for Mr. Farnsworth (which represents 20% of his base salary in effect as of March 1, 2023). For the third component, the Compensation Committee decided to award Mr. Farnsworth a supplemental discretionary bonus in the amount of $58,000. The Committee noted in this regard that Mr. Farnsworth had helped the Company to maintain an industry-leading credit profile during 2023, including minimizing Citizens Business Bank’s exposure to sectors of particular concern, such as central business district office buildings and retail properties. The Committee further noted that Mr. Farnsworth had continued to provide outstanding leadership and other support to the Company’s sales, finance and accounting and risk management departments during a difficult and challenging period for bank lending. As a result of this mix of accomplishments, the Compensation Committee awarded Mr. Farnsworth an aggregate objective incentive award, plan-based discretionary bonus award, and supplemental discretionary bonus equal to $194,000 for 2023, which represents a cumulative total of 48.5% of his base salary in effect as of March 1, 2023. This compared to an aggregate amount of 73% of base salary for 2022. Mr. Harvey’s Annual Bonus. Mr. Harvey’s incentive compensation and bonus compensation for 2023 likewise consisted of three components, including our traditional two components of a metrics-based incentive award and a plan-based discretionary award, pursuant to the metrics and criteria outlined in his ECP Plan, plus a third supplemental bonus component awarded on a non-customary basis for 2023. With respect to the first two components, the weightings of Mr. Harvey’s performance measures differed from those of our other NEOs because his incentive compensation and plan-based discretionary bonus compensation are designed to align more closely with Operations and Information Technology Division management, which includes a strong emphasis on management of operating expenses, plus customer service activities, staff recruitment, organizational structure and execution, technology and cybersecurity initiatives, systems integration, and product development and implementation. For the first component, which was based on the specific financial performance metrics set forth in Mr. Harvey’s incentive performance plan, Mr. Harvey’s aggregate incentive compensation for 2023 was $53,000. This amount represented a substantial reduction compared to Mr. Harvey’s $265,200 metrics-based award for 2022, due to the fact that three of the five financial measures in Mr. Harvey’s ECP Plan for 2023, including the most heavily weighted net profit after tax measure, were not achieved at the threshold level. For the second component, in calculating the plan-based discretionary bonus to be paid to Mr. Harvey for 2023, the Compensation Committee recognized Mr. Harvey’s leadership in helping Citizens Business Bank to continue to develop a diverse and effective array of business banking products, including in the treasury product area, to effectively manage the Company’s critical ongoing technology projects, to implement significant cost controls on operational expenditures, and to play a key role in managing associate recruitment and retention in his important operations and information technology units, as part of demonstrating effective leadership over his department’s wide-ranging functions. In view of these considerations, the Committee approved a plan-based discretionary bonus of $106,000 for Mr. Harvey (which represents 20% of his base salary in effect as of March 1, 2023).

  50. 2023 Supplemental Discretionary Bonus Awards

    For the third component, the Compensation Committee decided to award Mr. Harvey a supplemental discretionary bonus in the amount of $90,000. The Committee considered Mr. Harvey’s key role in achieving a number of the Company’s important operations, information technology and corporate facilities objectives for 2023, including implementing significant improvements in the Company’s operations and technology infrastructure, which are critical to the Company’s efficiency goals and fraud prevention efforts, closely supervising the Company’s CISO in an environment rife with phishing and other cyberattacks against financial institutions, developing and implementing analytics and data reporting for deposit and liquidity monitoring, which was particularly important during 2023, and overseeing the management of the Company’s numerous corporate real estate and center facilities. As a result of the combination of these items, the Compensation Committee awarded Mr. Harvey an aggregate objective incentive award, plan-based discretionary bonus award, and supplemental discretionary bonus equal to $249,000 for 2023, which represents a cumulative total of 47% of his base salary in effect as of March 1, 2023. This compared to an aggregate amount of 70% of base salary for 2022. Mr. Wohl’s Annual Bonus. Mr. Wohl’s incentive and bonus compensation for 2023 was also comprised of three components, namely, a metrics-based incentive award, a plan-based discretionary bonus, and a supplemental discretionary bonus. With respect to the first two components, the performance measures for Mr. Wohl are also tailored to his position as the Company’s General Counsel. A substantial majority of his bonus compensation is tied to the same performance measures that apply to our other NEOs, including net profit after tax, average total loans and noninterest expense, in order to ensure that our key executives are commonly incented and aligned to achieve the Company’s overarching financial and strategic objectives. However, as in the case of Mr. Farnsworth, a meaningful portion of Mr. Wohl’s annual incentive plan is tied to performance measures related to the specific responsibilities of his position, which in Mr. Wohl’s case are focused on overseeing the Company’s legal risks, including managing our litigation, employment law matters, legal expenses and recoveries. Likewise, the criteria applicable to Mr. Wohl’s rating for Subjective Job Performance, which in turn are considered in determining his plan-based discretionary bonus, are designed to correspond to his duties to support and enhance our corporate governance, to facilitate our SEC and regulatory compliance, to provide timely assistance for our other corporate departments, and to supervise our Corporate Secretary function in support of our Board of Directors. For the first component, which was based on the specific financial performance metrics set forth in Mr. Wohl’s incentive performance plan, Mr. Wohl’s aggregate incentive compensation for 2023 was $31,500. This amount represented a substantial reduction compared to Mr. Wohl’s $168,300 metrics-based award for 2022, due to the fact that three of the five financial measures in Mr. Wohl’s ECP Plan for 2023, including the most heavily weighted net profit after tax measure, as well as the legal expenses and recoveries measure, were not achieved at the threshold level. For the second component, in calculating Mr. Wohl’s plan-based discretionary bonus compensation for 2023, the Compensation Committee considered, among other things, Mr. Wohl’s and his department’s role in overseeing the Company’s corporate governance framework, handling sensitive employment law and insurance renewal matters, utilizing a successful framework for management and oversight of the Company’s outside law firms, providing strong legal support for the Company’s credit, human resources, bank operations, regulatory and risk management departments, and his efficient and effective supervision of the Company’s expanded Legal Department. Mr. Wohl’s subjective performance overall was judged to be “Excellent,” and this in turn resulted in Mr. Wohl’s receiving a discretionary bonus of $70,000 (which represents 20% of his base salary in effect as of March 1, 2023). For the third component, the Compensation Committee decided to award Mr. Wohl a supplemental discretionary bonus in the amount of $55,000. The Committee recognized Mr. Wohl’s excellent work in developing and conforming the Company’s policies to comply with new SEC rules on insider trading plans, universal proxies, pay versus performance disclosures and incentive compensation claw-back, as well as his role in leading and managing the Company’s trade secrets and wage-hour litigation. The Committee further noted the Legal Department’s strong record of support for Citizens Business Bank’s Credit Management and Operations Divisions in the areas of special assets management and bankruptcy claims, loan documentation for new credits, bank operations matters and vendor contract management. As a result of the combination of these items, the Compensation Committee awarded Mr. Wohl an aggregate objective incentive award, plan-based discretionary bonus, and supplemental discretionary bonus equal to $156,500 for 2023, which represents a cumulative total of 45% of his base salary in effect as of March 1, 2023. This compared to an aggregate amount of 68% of base salary for 2022. Incentive and Bonus Compensation for our NEOs for 2024. The Compensation Committee continues to review the annual incentive and bonus compensation arrangements for its named executive officers. Effective for fiscal year 2024, the annual objective incentive compensation for which our NEOs are eligible is expected to be based upon net profit after tax, average total loans, average demand deposits, operating expenses and the other factors enumerated in the “Table of Performance Measures” above. Effective for fiscal year 2024, the annual plan-based discretionary bonus compensation for which our NEOs are eligible is expected to be awarded on a subjective basis, utilizing criteria and percentage ranges similar to those set forth above in the discussion of “2023 Plan-based Discretionary Bonus Awards” above.

  51. Equity-Based Compensation

    Equity-Based Compensation All equity awards made by the Compensation Committee during our 2023 fiscal year were issued pursuant to the terms of our 2018 Equity Incentive Plan, some of the key terms of which are described below in the section of this proxy statement on “Equity Compensation Plan Information.” In determining the number and mix of incentive awards to be awarded to an executive officer, the Compensation Committee considers (i) the number of incentive awards previously granted to such executive officer, (ii) its own analysis of the executive’s contribution to CVB Financial Corp., including an assessment of the executive’s responsibilities and performance, (iii) whether the terms of the award would support the achievement of the Company’s strategic or financial goals, (iv) the number of incentive awards granted to executives with similar responsibilities at our peer group banks and bank holding companies, and (v) the projected percentage such incentive compensation would constitute of each executive’s overall compensation. The Compensation Committee’s goal is generally to utilize an appropriate mix of stock options, restricted stock and time-based and performance-based restricted stock units, and to take into account the degree to which grants of particular types of awards will incentivize the Company’s executives to accomplish important corporate objectives. For example, in considering whether to grant time-based versus performance-based awards, the Compensation Committee will consider how to strike the appropriate balance between creating incentives for performance as well as retention. In addition, the Compensation Committee takes into account, with respect to the type of award under consideration, the compensation expense and potential share dilution factor associated with each form of equity incentive compensation. The Compensation Committee has concluded that an annual cycle for equity awards is an appropriate interval for making grants, based on (i) prevailing practices for the grant of awards at competitor financial institutions in the peer group described above in the section of this proxy statement on “Peer Group Criteria and Composition for 2023,” (ii) the Compensation Committee’s desire to enhance the reward and retention elements of CVB Financial Corp.’s equity incentive program, and (iii) the Compensation Committee’s desire to achieve a sequential series of award values that would more accurately track the average prices of CVB Financial Corp. stock over a given period of time. In addition, on occasion, we grant stock options, restricted stock or restricted stock units on dates outside our normal award cycle. This may be done in conjunction with the hiring or promotion of an individual manager, renewal of an employment contract or as a special incentive. For 2023, our Compensation Committee decided to maintain several key “best practices” originally adopted in connection with the Company’s 2020 equity award program, again based on peer data and recommendations provided by our outside compensation consultants at Pearl Meyer. These key elements included (i) the making of annual as opposed to multi-year equity grants for all our continuing NEOs, including our President and CEO, so as to provide the Committee with the flexibility to adjust equity awards more regularly in order to better reflect the Company’s and each executive’s ongoing performance and goals, (ii) the incorporation of a strong component of performance restricted stock units (“PRSUs”) in regular annual equity awards to be granted to each of our continuing NEOs, and (iii) the development of consistent performance criteria for the vesting of PRSUs and the utilization of a three-year performance period over which such performance criteria would be measured. The Committee continues to believe the employment of these features is consistent with articulated “best practices” utilized in similar equity programs by the Company’s peer banking institutions. Under our 2018 Equity Incentive Plan, dividends are paid on grants of restricted stock shares and dividend equivalents are paid on Time RSUs which have not yet vested at the same rate as dividends declared on all other shares of our common stock. With respect to PRSUs, dividend equivalents are paid retroactively for periods prior to vesting once the number of shares to be awarded has been finally determined under the applicable performance metrics. Equity Incentive Grants to our President and CEO for 2023. As noted above in the section of this proxy statement on “Compensation Arrangements with our President and CEO,” Mr. Brager received an equity award of 24,814 Time RSUs and 24,814 PRSUs (target number of shares), on January 25, 2023, as his aggregate equity grant for the Company’s 2023 fiscal year. Pursuant to his 2022 Employment Agreement, Mr. Brager was targeted to receive an annual grant with a dollar value of shares equal to 150% of his annualized base salary for the immediately preceding year. The Committee’s grant to Mr. Brager for a total of 49,628 shares of PRSUs (at target number of shares) and Time RSUs for 2023 equated to a dollar value of approximately $1,200,000, at the closing price for the Company’s shares of $24.18 on the grant date of January 25, 2023, as compared to Mr. Brager's base salary for the immediately preceding year of $800,000. The specific criteria and performance measurement period applicable to Mr. Brager’s grant of PRSUs for 2023 are summarized below in the section of this proxy statement on “PRSU Performance Criteria and Measurement Period.” The Time RSUs granted to Mr. Brager for 2023 are set to vest in equal annual increments over a three-year period on the respective anniversary dates of the grant date. Equity Incentive Grants to our Other NEOs for 2023. Messrs. Nicholson, Harvey, Farnsworth and Wohl each received equity grants of restricted stock units on January 25, 2023 for the Company’s 2023 fiscal year. For Mr. Nicholson and Mr. Harvey, the restricted stock units are for 20,678 shares, divided equally between PRSUs (10,339 target shares) and Time RSUs (10,339 shares). For Mr. Farnsworth and Mr. Wohl, the restricted stock units are for 15,716 shares and 13,648 shares, respectively, split equally between PRSUs (at target number of shares) and Time RSUs. Similar to Mr. Brager’s equity grants, the PRSUs awarded to Messrs. Nicholson, Harvey, Farnsworth and Wohl are subject to the identical performance criteria and performance measurement period as are being applied to Mr. Brager’s 2023 PRSU grant, and the Time RSUs are set to vest in equal annual increments over the same three-year period. PRSU Performance Criteria and Measurement Period. For each of our five NEOs who received grants of PRSUs in 2023, such PRSUs are scheduled to vest on the three-year anniversary of their January 25, 2023 grant date, based on the financial performance of the Company during a three-year performance consisting of the Company’s 2023, 2024 and 2025 fiscal years (the “Performance Period”). The PRSUs are subject to two performance targets, each of which is to be weighted equally and averaged by calendar year over the three-year Performance Period: (i) the Company’s relative return on average tangible common equity compared to that of the other banks in the KBW Nasdaq Regional Banking Index (“Relative ROATCE”) and (ii) the Company’s relative return on average assets compared to that of the other banks in the KBW Nasdaq Regional Banking Index (“Relative ROAA”). These two measures are commonly utilized by banking organizations as reflective of important aspects of their overall financial performance.

  52. Equity-Based Compensation

    | | | | Performance and Payout | | | | | Performance Measure | Weighting | Measured Against | Below Threshold | Threshold | Target | Maximum | | Relative Return on | | KBW Nasdaq Regional | <25th | 25th | 50th | 75th | | Average Assets (“ROAA”) | 50% | Banking Index Peers (KRX) | Percentile | Percentile | Percentile | Percentile | | Relative Return on | | KBW Nasdaq Regional | <25th | 25th | 50th | 75th | | Average Tangible Common Equity (“ROATCE”) | 50% | Banking Index Peers (KRX) | Percentile | Percentile | Percentile | Percentile | | Payout as of % of Target | | | 0% | 75% | 100% | 125% |

  53. Equity-Based Compensation

    By way of example, using Mr. Brager’s PRSU grant for 2023 of 24,814 shares, if performance by the Company under each of the Relative ROAA and Relative ROATCE measures was achieved at the 45th percentile for the Performance Period, the percentage of the target number of shares vesting under those performance criteria for that Performance Period would be 95% (100% - 5%) on each measure, and the final number of such shares vesting for Mr. Brager would be 23,573 (95% x 24,814 share target), which is the mathematical calculation rounded up or down to the nearest whole share. Equity Compensation for our NEOs for 2024. As will be further explained in our proxy statement for our 2025 annual meeting of shareholders, all equity grants awarded to our NEOs for 2024, as the date of this proxy statement, have been made on terms consistent with the “best practices” adopted by our Compensation Committee for our NEO equity award program starting in 2020, including the employment of annual as opposed to multi-year grants, the inclusion of PRSUs in the amount of 50% (at target levels) of the overall number of shares granted to each of our NEOs, the use of consistent performance criteria as compared to prior year PRSU grants, and the utilization of a three-year performance measurement period for PRSU vesting.

  54. Tax Deductibility and Executive Compensation

    Tax Deductibility and Executive Compensation Section 162(m) of the Internal Revenue Code (IRC) limits the corporate tax deduction for compensation paid to our NEOs in any fiscal year to $1 million per individual. This limitation applies to compensation paid to or with respect to anyone who had been a NEO in fiscal year 2017 or in any later fiscal year, even if the individual is not a NEO in the year for which deduction would be taken. Prior to 2018, this deduction limitation did not apply to compensation that met certain requirements to be considered performance-based. However, as a result of amendments made to IRC Section 162(m) by the Tax Cuts and Jobs Act of 2017, performance-based compensation is included in compensation covered by the $1 million annual deduction limitation, subject to certain exceptions for performance-based compensation granted before November 3, 2017. Beginning with our fiscal year 2019, the California Revenue and Taxation Code was conformed to the 2017 amendments to IRC Section 162(m), so that performance-based compensation, unless granted before April 1, 2019, is included in compensation subject to the $1 million annual deduction limitation in determining the Company’s California franchise tax liability. Stock options granted under our 2008 Equity Incentive Plan were intended to qualify as performance-based compensation that would be exempt from the deduction limitation under Section 162(m), and we believe that our stock options granted on or before November 2, 2017 (on or before March 31, 2019 for California tax purposes), and not modified thereafter, will continue to so qualify. However, as a result of the tax law changes described above, income recognized on exercise of options granted after November 2, 2017, will not be exempt from the Section 162(m) federal tax deduction limitation, and income recognized on exercise of options granted after March 31, 2019, will not be exempt from the deduction limitation under California tax law. The Compensation Committee believes that shareholder interests are best served if the Committee has discretion and flexibility to award compensation to our executives that is not restricted to $1 million annually, even though some compensation awards may result in non-deductible compensation expenses. Therefore, the Committee has approved bonus compensation and equity grants for our NEOs that may not be fully deductible because of the Section 162(m) limitation and may approve other compensation that is not deductible for income tax purposes. The Compensation Committee will continue to modify our compensation practices and programs as necessary to maintain our ability to attract and retain key executives while taking into account the tax deductibility of our compensation programs. The Committee has retained the flexibility, however, to pay compensation that is not deductible for tax purposes, because it believes that doing so permits it to take into consideration factors that are consistent with good corporate governance, retention of key executives, and the best interests of our shareholders.

  55. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation awarded to, earned by or paid for services and received by our five NEOs, Messrs. Brager, Nicholson, Farnsworth, Harvey and Wohl, who served as NEOs for the last three fiscal years ended December 31, 2023, 2022 and 2021.

  56. SUMMARY COMPENSATION TABLE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4) | Non-Equity Executive Incentive Plan Comp. ($)(5)(6) | Change in Pension Value and Nonqualified Deferred Comp. Earnings ($)(7) | All Other Comp. ($)(8) | Total ($) | | David A. Brager | 2023 | 824,039 | 681,000 | 1,200,005 | - | 61,875 | | 71,720 | 2,838,638 | | President and CEO of the Company and the Bank | 2022 | 796,923 | 200,000 | 959,469 | - | 880,000 | - | 76,244 | 2,912,636 | | | 2021 | 715,385 | 180,000 | 863,835 | - | 810,000 | | 66,590 | 2,635,810 | | E. Allen Nicholson | 2023 | 519,231 | 194,000 | 499,994 | - | 52,000 | | 48,654 | 1,313,879 | | EVP, Chief Financial Officer | 2022 | 498,396 | 90,000 | 516,810 | - | 260,000 | - | 49,713 | 1,414,919 | | of the Company and the Bank | 2021 | 448,077 | 81,000 | 449,873 | - | 243,000 | - | 48,628 | 1,270,578 | | David F. Farnsworth | 2023 | 399,310 | 138,000 | 380,013 | - | 56,000 | | 44,091 | 1,017,414 | | EVP, Chief Credit Officer of the Bank | 2022 | 378,781 | 64,600 | 415,695 | - | 212,800 | - | 45,521 | 1,117,397 | | | 2021 | 339,039 | 51,000 | 299,849 | - | 176,800 | - | 44,683 | 911,370 | | David C. Harvey | 2023 | 529,310 | 196,000 | 499,994 | - | 53,000 | - | 61,254 | 1,339,559 | | EVP, Chief Operating Officer of the Bank | 2022 | 508,077 | 91,800 | 516,810 | - | 265,200 | - | 60,054 | 1,441,941 | | | 2021 | 458,462 | 82,800 | 449,873 | - | 266,800 | - | 57,880 | 1,315,815 | | Richard H. Wohl | 2023 | 349,310 | 125,000 | 330,009 | - | 31,500 | | 41,718 | 877,537 | | EVP, General Counsel of the Company and the Bank | 2022 | 329,311 | 56,100 | 224,700 | - | 168,300 | - | 43,121 | 821,532 | | | 2021 | 309,615 | 27,900 | 179,550 | - | 136,400 | - | 47,954 | 701,419 |

  57. SUMMARY COMPENSATION TABLE

    (1) These are the base salary amounts paid to each of our NEOs for each of the years indicated. Starting in 2021, base salary adjustments for our NEOs were implemented effective on the first business day of January. (2) The amounts shown in column (d) for 2023 for Mr. Brager reflect the plan-based discretionary award made to him under the “CEO Subjective Job Performance” factor included in his 2023 CEO Plan, plus a discretionary supplemental bonus made to each of our NEOs as described in the section of this proxy statement on "2023 Supplemental Discretionary Bonus Awards." The amounts shown in column (d) for Messrs. Nicholson, Farnsworth, Harvey and Wohl, respectively, reflect the sum of two separate discretionary bonuses for 2023: (i) a plan-based discretionary award made pursuant to the “subjective award” component specified individually for each of our NEOs, other than Mr. Brager, under our 2023 ECP Plan, and (ii) a supplemental discretionary bonus made to each of our NEOs as described in the section of this proxy statement on "2023 Supplemental Discretionary Bonus Awards." (3) For our 2023 fiscal year, the amounts of the respective stock awards shown in column (e) are described in detail in the section of the proxy statement on “Equity-Based Compensation.” Each of the specified equity awards for our five NEOs for 2023, 2022 and 2021, was in turn equally divided (50%/50%) between PRSUs and Time RSUs, and the dollar amounts disclosed with respect to the PRSU grants made to each such NEO reflects the number of PRSUs to be granted based on performance at target levels under the performance criteria applicable to the vesting of such PRSUs. (4) Pursuant to SEC regulations regarding the valuation of equity awards, all amounts listed in columns (e) and (f) represent the applicable full grant date fair values of stock awards and stock options in accordance with FASB ASC Topic 718, excluding the effect for forfeitures, and including the value of dividends and dividend equivalents to be paid on unvested shares of restricted stock, Time RSUs and PRSUs. For each of our NEOs, the grant date fair value received in 2023 is based on the sum of the target number of shares awarded (in the case of PRSUs), and the number of shares awarded (in the case of the Time RSUs), as applicable, times the per share closing price of the Company’s common stock on the grant date of January 25, 2023, which was $24.18. The amounts reflected in the table correspond to our accounting expense and do not correspond to actual value that will be realized by the NEOs. For additional information on valuation assumptions in connection with our equity grants, refer to the Note on “Stock Option Plans and Restricted Stock Awards” in the financial statements filed with our Annual Report on Form 10-K for the respective year end. (5) The amount shown in column (g) for Mr. Brager for 2023 was awarded to Mr. Brager pursuant to the factors enumerated in Mr. Brager’s 2023 CEO Plan, as set forth in the 2023 Table of Performance Measures provided above in the section of this proxy statement on “2023 Executive Incentive Awards” (except for the compensation awarded to Mr. Brager for the “CEO Subjective Job Performance” factor in the Table of Performance Measures which is instead accounted for in column (d) as described in footnote 2 above). (6) The amounts shown in column (g) for Messrs. Nicholson, Farnsworth, Harvey and Wohl, respectively, for 2023 reflect their incentive compensation awards made pursuant to the objective factors enumerated in their 2023 ECP Plan. All such objective factors are set forth in the Table of Performance Measures provided above in the Compensation Discussion and Analysis sections of this proxy statement under “Annual Performance Compensation Plans (Incentive Compensation and Plan-based Discretionary Bonus Amounts)” and "2023 Executive Incentive Awards." (7) Any amount included in column (h) would represent the amount of interest which exceeds 120% of the applicable federal long-term rate (as prescribed under Section 1274(d) of the Internal Revenue Code), but no such amounts were paid or credited to deferred compensation for any of our NEOs for 2023. (8) The components for the amounts shown in column (i) for each of our NEOs for 2023 are set forth below in the “All Other Compensation Table.”

  58. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following Table lists the outstanding equity awards for our named executive officers who had outstanding equity awards at December 31, 2023. All of the awards have been adjusted for stock dividends and stock splits declared by CVB Financial Corp. since the grant date, if any.

  59. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock (#) That Have Not Vested | Market Value of Shares or Units of Stock (#) That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(1) | | David A. Brager | | | | | 24,814(2) | 500,995 | 24,814(5) | 500,995 | | | | | | | 14,234(3) | 287,384 | 26,688(6) | 542,869 | | | | | | | 7,217(4) | 145,711 | 27,063(7) | 546,402 | | E. Allen Nicholson | 6,000 | | 16.62 | 6/22/2026 | 10,339(2) | 208,744 | 10,339(5) | 208,744 | | | | | | | 11,500(3) | 232,185 | 14,375(6) | 290,231 | | | | | | | 3,759(4) | 75,894 | 14,094(7) | 284,558 | | David F. Farnsworth | | | | | 7,858(2) | 158,653 | 7,858(5) | 158,653 | | | | | | | 6,167(3) | 124,512 | 11,563(6) | 233,457 | | | | | | | 2,505(4) | 50,576 | 9,394(7) | 189,665 | | David C. Harvey | | | | | 10,339(2) | 208,744 | 10,339(5) | 208,744 | | | | | | | 7,667(3) | 154,797 | 14,375(6) | 290,231 | | | | | | | 3,759(4) | 75,894 | 14,094(7) | 284,558 | | Richard H. Wohl | | | | | 6,824(2) | 137,777 | 6,824(5) | 137,777 | | | | | | | 3,334(3) | 67,313 | 6,250(6) | 126,188 | | | | | | | 1,500(4) | 30,285 | 5,625(7) | 113,569 | | | | | | | 4,000(8) | 80,760 | | |

  60. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1) The market value of the unvested stock awards represents the product of the closing price of CVB Financial Corp. common stock on December 29, 2023, which was $20.19, and the applicable number of shares underlying such awards. (2) One-third of the unvested shares vest on each January 25, 2024, 2025 and 2026. (3) One-half of the unvested shares vest on each January 26, 2024 and 2025. (4) The unvested shares vest on January 27, 2024. (5) The unvested shares, reflected at target award levels, are scheduled to vest on January 25, 2026, subject to the achievement of performance criteria set forth above in the section of this proxy statement on “PRSU Performance Criteria and Measurement Period” over a three-year measurement period. Target award levels for these PRSU grants have been utilized based on interim 2023 performance results exceeding threshold levels for both of the two specified performance measures. (6) The unvested shares, reflected at maximum award levels, are scheduled to vest on January 26, 2025, subject to the achievement of performance criteria set forth above in the section of this proxy statement on “PRSU Performance Criteria and Measurement Period” over a three-year measurement period. Maximum award levels for these PRSU grants have been utilized based on interim 2022 and 2023 performance results exceeding target levels for both of the two specified performance measures. (7) This PRSU award, which was unvested at December 31, 2023, vests on January 26, 2024 at maximum award levels, based on the achievement of performance results exceeding maximum levels for both of the two specified performance measures over the three-year performance period from 2021-2023, pursuant to the criteria set forth above in the section of this proxy statement on "PRSU Performance Criteria and Measurement Period." (8) One-half of the unvested shares vest on each March 25, 2024 and 2025.

  61. OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2023 TABLE

    OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2023 TABLE The following table lists option exercise and restricted stock vested during the year-ended December 31, 2023.

  62. OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2023 TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | David A. Brager | - | - | 49,605 | 945,079 | | E. Allen Nicholson | - | - | 28,215 | 533,719 | | David F. Farnsworth | - | - | 15,900 | 309,696 | | David C. Harvey | - | - | 28,215 | 533,719 | | Richard H. Wohl | - | - | 6,166 | 126,649 |

  63. OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2023 TABLE

    (1) Represents the product of the number of shares acquired on option exercise (if any) and the difference between the closing price of our common stock on the exercise date and the option exercise price. (2) Represents the product of the number of shares acquired on vesting and the closing price of our common stock on the vesting date.

  64. NONQUALIFIED DEFERRED COMPENSATION TABLE

    NONQUALIFIED DEFERRED COMPENSATION TABLE

  65. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($)(2)(3) | | David A. Brager | 485,125 | | 130,921 | | 1,590,044 | | E. Allen Nicholson | 215,962 | | 75,299 | | 1,094,695 | | David F. Farnsworth | 27,740 | | 3,342 | | 31,082 | | David C. Harvey | 131,588 | | 39,627 | | 324,334 |

  66. NONQUALIFIED DEFERRED COMPENSATION TABLE

    These amounts relate to compensation that is reported in the Summary Compensation Table for 2023 above. (2) Column (d) reflects 2023 earnings on deferred compensation in column (b) (or negative earnings if the measurement funds decreased in value) and the combined deferred compensation balance as of December 31, 2023 in column (f) for the named executive officer under our 2007 DCP and 2020 DCP, as applicable. (3) Of the amount included in column (f) for Mr. Brager, $608,169 represents aggregate contributions that were reported as compensation to Mr. Brager in the Company’s Summary Compensation Table for prior years. Of the amount included in column (f) for Mr. Nicholson, $510,223 represents aggregate contributions that were reported as compensation to Mr. Nicholson in the Company’s Summary Compensation Table for prior years. Of the amount included in column (f) for Mr. Harvey, $164,723 represents aggregate contributions that were reported as compensation to Mr. Harvey in the Company’s Summary Compensation Table for prior years.

  67. Potential Payments to our Named Executive Officers Upon Termination or Change in Control

    Potential Payments to our Named Executive Officers Upon Termination or Change in Control We have Severance Compensation Agreements with each of our NEOs, except for Mr. Brager, which, as explained further below, provide for termination payments in situations related to a change in control of the Company, and which were in force as of December 31, 2023 for each such NEO other than our President and CEO. These Severance Compensation Agreements, which have typically carried three-year terms, were renewed for all our NEOs, except for Mr. Brager, in early 2022. In the case of Mr. Brager, in his role as our President and CEO, his potential termination payments are triggered by a broader range of circumstances as provided in his 2022 Employment Agreement. Under Mr. Brager’s 2022 Employment Agreement, if he is terminated for cause or as a result of his death or disability, he would be paid his base salary earned through the date of termination, as well as pay for any vacation accrued but not used as of that date. If Mr. Brager’s employment is terminated without cause (other than in connection with a “change in control” as defined in the 2022 Employment Agreement), then Mr. Brager would be entitled to (i) his base salary earned through termination date plus any accrued but unused vacation pay, and (ii) additional payments in an amount equal to (x) two times his then-current annual base salary plus (y) two times his average annual bonus granted for the preceding two calendar years. The additional payments would be made in equal installments on Citizens Business Bank’s normal payroll dates over an 18-month period, subject to a delay in payment of amounts due within the first six months following termination if and to the extent required by Section 409A of the Internal Revenue Code. If Mr. Brager’s employment is terminated without cause by the Company or its successor entity within one year following a change in control or within 180 days prior to a change in control of CVB Financial Corp. or Citizens Business Bank, or if Mr. Brager resigns his employment for “good reason” (as defined in his 2022 Employment Agreement) within one year following a change in control, Mr. Brager would be entitled to receive (i) his base salary earned through the termination date, plus any accrued but unused vacation pay, and (ii) additional payments in an amount equal to (x) two times his annual base salary for the last calendar year immediately preceding the change in control, plus (y) two times his average annual bonus granted for the preceding two calendar years, plus (z) a lump sum amount (adjusted upward for any payroll and other taxes due) equal to 24 months of the cost of equivalent medical and dental plan coverage available to Mr. Brager and his dependents under the Company’s then-available benefit plans. The additional payments would be made in equal installments on Citizens Business Bank’s normal payroll dates over an 18-month period, subject to a delay in payment of amounts due within the first six months following termination if and to the extent required by Section 409A of the Internal Revenue Code. In addition, upon a change in control, with or without Mr. Brager’s termination, (a) Mr. Brager’s unvested Time RSUs and any options or restricted shares would vest immediately and (b) Mr. Brager’s unvested PRSUs would vest at target levels if less than two years of the applicable Performance Period have been completed at the time of any such termination or change of control or would vest at the number of shares based upon the performance levels actually achieved if at least two years of the applicable Performance Period have been completed at the time of any such termination or change in control. If Mr. Brager’s employment is terminated in connection with a disability, Mr. Brager would receive the disability benefits that he is entitled to be paid under Citizens Business Bank’s associate insurance plans. Furthermore, in the event that Mr. Brager dies or becomes permanently disabled during his tenure as the Company’s President and CEO, Mr. Brager’s unvested stock options, Time RSUs and Performance RSUs would vest in full, with the Performance RSUs to vest at the target number of shares established in the applicable grant. The receipt by Mr. Brager of additional payments in connection with his termination without cause, or in connection with a change in control, would be conditioned upon his execution of a general waiver and release agreement in favor of CVB Financial Corp. and Citizens Business Bank. In addition, Mr. Brager agreed in his 2022 Employment Agreement not to solicit any customers or fellow employees of the Company for a period of one year following his termination of employment. Our other four NEOs are entitled to severance only in more limited circumstances following a change of control. Specifically, our Severance Compensation Agreements were amended and restated, effective on February 1, 2022, to provide that, in the event that (i) the employment of any of our NEOs (other than our CEO) is terminated during the 120 day period prior to a change of control, or during the one year period following a change in control, for any reason (other than for cause), or (ii) any of our NEOs terminates his employment for “good reason” during the one year period following a change in control, then, in either case, the NEO concerned will receive an amount equal to (x) twice such executive’s annual base salary for the most recent calendar year, plus (y) two times the average of the last two years’ bonuses paid to such executive immediately preceding the change in control, plus (z) a lump sum amount (adjusted upward for any payroll and other taxes due) equal to 24 months of the cost of equivalent medical and dental plan coverage available to such executive and his dependents under the Company’s then-available benefit plans. This amount will be paid in 24 equal installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six months after the date of the NEO’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for successive months thereafter. In return, the executive is required to agree (i) to specified restrictions on the use of the Company’s confidential information, (ii) not to solicit the Company’s customers or employees for a period of one year, and (iii) to provide the Company with a general waiver and release agreement. In addition, under the terms of the Company’s 2018 Equity Incentive Plan and 2008 Equity Incentive Plan, upon a “change of control” of the Company, unless otherwise stated in an award agreement, (i) awards granted under both Equity Incentive Plans become fully exercisable as of the date of the change in control, whether or not otherwise then exercisable and (ii) all restrictions and conditions on any award then outstanding shall lapse as of the date of the change in control. Under each of our NEO’s respective PRSU award agreements, unvested PRSUs would vest at target levels if less than two years of the applicable Performance Period have been completed at the time of any such termination or change in control or would vest at the number of shares based upon the performance levels actually achieved if at least two years of the applicable Performance Period have been completed at the time of any such termination or change in control.

  68. Potential Payments to our Named Executive Officers Upon Termination or Change in Control

    The Compensation Committee believes these change in control agreements are important for retention of the Company’s executives. By means of these agreements, CVB Financial Corp. believes it is more likely that an executive would remain in place to facilitate continuity of management and/or to assist an acquirer through the completion of a change of control. These agreements also assist an executive who may be displaced because of the change in control. The Table below reflects the amount of compensation that would be awarded to each of our NEOs in the event of termination of such executive’s employment under the circumstances described in the Table. The amounts shown assume that such termination was effective as of December 31, 2023, and thus is based upon amounts earned through such time and are estimates of the amounts which would be paid to the respective executives upon their termination. The actual amounts to be paid can only be determined at the time of such executive’s separation. Payments Made Upon Termination Regardless of the manner in which a NEO’s employment terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include: • Incentive and/or bonus compensation earned during the year, as long as the executive was employed during the entire period for which such incentive and/or bonus compensation is payable; Stock options, restricted stock units and restricted stock which have already vested; Vested account balances under our 401(k)/Profit Sharing Plan (including the vested portions of any Company contribution amounts); • Account balances under any applicable Deferred Compensation Plan; and • Unused vacation pay. Since these earned amounts would be payable to our associates or officers generally, without regard to employment termination, they are not included in the Table below, which describes the potential and specific payments to which our NEOs are or would be entitled upon termination. Payments Made Upon Retirement Other than the items identified immediately above under “Payments Made Upon Termination” and in the next paragraph, our NEOs receive no benefits in the event of retirement, except that the Company’s 2018 Equity Incentive Plan and 2008 Equity Incentive Plan both permit the Compensation Committee to accelerate the vesting of stock options and to reduce the period of restriction on restricted stock in the event the continuous service of an associate or consultant terminates due to retirement or death. Payments Made Upon Death or Disability In the event of the death or disability of a NEO, in addition to the benefits listed under the heading “Payments Made Upon Termination” above, the NEO will receive benefits under our associate disability insurance plan or payments under our associate life insurance plan, as applicable.

  69. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE Except as otherwise noted below, the amounts set forth in this table are amounts that would have been payable if the payment triggering event or events had occurred on December 31, 2023.

  70. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE

    | Name | Cash Severance Arrangements/ Compensation ($) | Acceleration of Unvested Options, Stock Awards and Any Incentive Cash Awards ($) | Total Termination Benefits ($) | | David A. Brager | | | | | Voluntary Termination or Retirement(1) | | | | | Involuntary Termination (other than For Cause) | 3,522,875(2) | | 3,522,875 | | Involuntary Termination (For Cause) | | | | | Termination in Connection with a Change in Control | 3,570,987(3) | 2,955,372(4) | 6,526,359 | | Death or Disability | | 2,303,255(5) | 2,303,255 | | E. Allen Nicholson | | | | | Voluntary Termination or Retirement(1) | | | | | Involuntary Termination (other than For Cause) | | | | | Involuntary Termination (For Cause) | | | | | Termination in Connection with a Change in Control | 1,716,426(6) | 1,452,099(4) | 3,168,211 | | Death or Disability | | | | | David F. Farnsworth | | | | | Voluntary Termination or Retirement(1) | | | | | Involuntary Termination (other than For Cause) | | | | | Involuntary Termination (For Cause) | | | | | Termination in Connection with a Change in Control | 1,342,260(6) | 1,078,897(4) | 2,420,843 | | Death or Disability | | | | | David C. Harvey | | | | | Voluntary Termination or Retirement(1) | | | | | Involuntary Termination (other than For Cause) | | | | | Involuntary Termination (For Cause) | | | | | Termination in Connection with a Change in Control | 1,746,573(6) | 1,452,099(4) | 3,198,211 | | Death or Disability | | | | | Richard H. Wohl | | | | | Voluntary Termination or Retirement(1) | | | | | Involuntary Termination (other than For Cause) | | | | | Involuntary Termination (For Cause) | | | | | Termination in Connection with a Change in Control | 1,151,284(6) | 707,115(4) | 1,858,085 | | Death or Disability | | | |

  71. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE

    (1) The Company’s 2018 Equity Incentive Plan and 2008 Equity Incentive Plan both permit the Compensation Committee to accelerate the vesting of stock options and reduce the period of restriction stock in the event of the continuous service of the associate or consultant terminates due to retirement or death. (2) Pursuant to Mr. Brager's 2022 Employment Agreement, this amount represents the sum of (i) two times Mr. Brager's annual rate of base salary compensation for 2023 and (ii) two times the average of Mr. Brager's annual aggregate bonuses for 2022 and 2023. (3) Pursuant to Mr. Brager’s 2022 Employment Agreement, this amount represents the sum of (i) two times Mr. Brager’s annual rate of base salary compensation for 2023, (ii) two times the average of Mr. Brager’s annual aggregate bonuses for 2022 and 2023 and (iii) a lump sum amount (grossed up for any applicable payroll taxes) equal to 24 months of the cost of equivalent medical and dental plan coverage then being utilized by Mr. Brager and his dependents, as determined under the then-applicable health care continuation provisions of COBRA. (4) Amounts represents (i) the sum of (w) the number of shares of unvested Time RSUs that each individual held on December 31, 2023, (x) the number of shares of unvested PRSUs granted in 2021 (assuming vesting based on performance results for 2021, 2022 and 2023) that each individual held on December 31, 2023, (y) the number of shares of unvested PRSUs granted in 2022 (assuming vesting based on performance results for 2022 and 2023) that each individual held on December 31, 2023 and (z) the number of shares of unvested PRSUs granted in 2023 (assuming vesting at target award levels) that each individual held on December 31, 2023, times (ii) the closing price of the Company’s shares on December 29, 2023, which was $20.19. The terms of the PRSU grants to our NEOs provide that, in the event of a change in control prior to the end of the three-year vesting period, such grants are to be awarded based on then-applicable performance results if at least two of the three years in the applicable performance period have then elapsed or at target number of shares if less than two years of the applicable performance period have elapsed. Pursuant to Mr. Brager’s 2022 Employment Agreement, in the event that Mr. Brager dies or becomes permanently disabled during his tenure as the Company’s President and CEO, Mr. Brager’s unvested stock options, Time RSUs and Performance RSUs would vest in full, with the Performance RSUs to vest at the target number of shares established in the applicable grant. Pursuant to the applicable NEO’s Severance Compensation Agreement, this amount represents the sum of (i) two times the executive’s annual rate of base salary compensation for 2023, (ii) two times the average of the executive’s annual aggregate bonuses for 2022 and 2023 and (iii) a lump sum amount (grossed up for any applicable payroll taxes) equal to 24 months of the cost of equivalent medical and dental plan coverage then being utilized by the executive and his dependents, as determined under the then-applicable health care continuation provisions of COBRA.

  72. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure We are providing the following information to comply with Item 402(u) of Regulation S-K. For 2023, the annual total compensation of our median employee other than our CEO was $85,097. Our median employee’s annual total compensation was determined using the same methodology we used to determine the annual total compensation for our CEO and other NEOs for purposes of the Summary Compensation Table, which included the cost to the Company for specified employee benefits provided on a non-discriminatory basis, including group health coverage. For 2023, the annual total compensation for our CEO for pay ratio calculation purposes was $2,838,638, as set forth in the Summary Compensation Table above. Accordingly, for 2023, the ratio of our CEO’s compensation to the median employee’s compensation was 33.36 to 1. We believe that the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee as of December 31, 2023 from our entire workforce on such date of approximately 1,107 full-time and part-time employees (including any temporary and seasonal employees employed on such date) based upon stated compensation from their Form W-2s for the period from January 1, 2023 to December 31, 2023, without any adjustment for part-time status or partial year worked. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

  73. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, presented below is the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, see the section of this proxy statement on “Compensation Discussion and Analysis.”

  74. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    PAY VS. PERFORMANCE TABLE FOR 2020-2023

  75. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for First PEO | Summary Compensation Table Total for Second PEO | Compensation Actually Paid to First PEO(1)(2) | Compensation Actually Paid to Second PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income | Return on Average Common Tangible Equity(4) | | 2023 | 2,838,638 | - | 2,240,688 | - | 1,137,097 | 888,518 | 108.83 | 113.43 | 221,435,000 | 18.48% | | 2022 | 2,912,636 | - | 3,570,181 | - | 1,198,947 | 1,463,968 | 133.47 | 111.85 | 235,425,000 | 18.85% | | 2021 | 2,635,810 | - | 2,843,033 | - | 1,049,796 | 1,047,772 | 107.62 | 119.77 | 212,521,000 | 15.93% | | 2020 | 2,287,691 | 925,898 | 2,312,641 | 327,398 | 862,156 | 858,580 | 94.75 | 91.61 | 177,159,000 | 14.25% |

  76. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    (1) Amounts represent compensation actually paid to each of our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules. Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table above for the applicable fiscal year, adjusted as follows:

  77. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Amount for PEO David A. Brager | $2,838,638 | $2,912,636 | $2,635,810 | $2,287,691 | | (-) Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | (1,200,005) | (959,469) | (863,835) | (934,725) | | (+) Fair Value of Equity Awards Granted during the year that Remain Unvested as of Year-End | 1,001,969 | 1,099,525 | 927,053 | 1,004,250 | | (+) Fair Value of Equity Awards Granted during year that Vested during the year | - | - | - | - | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | (249,069) | 415,408 | 81,016 | (22,880) | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that Vested during the year | (205,097) | 42,851 | 33,181 | (35,915) | | (-) Prior Year-End Fair Value of Awards that were Forfeited during the year | - | - | - | - | | (+) Dividends Paid or Accrued on Unvested Awards During the year | 54,251 | 59,230 | 29,808 | 14,220 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table(2) | - | - | - | - | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans(2) | - | - | - | - | | Compensation Actually Paid for PEO | $2,240,688 | $3,570,181 | $2,843,033 | $2,312,641 |

  78. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Amount for PEO Christopher D. Myers | - | - | - | $925,898 | | (-) Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | - | - | - | $0.00 | | (+) Fair Value of Equity Awards Granted during the year that Remain Unvested as of Year-End | - | - | - | - | | (+) Fair Value of Equity Awards Granted during year that Vested during the year | - | - | - | - | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | - | - | - | - | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that Vested during the year | - | - | - | (598,500) | | (-) Prior Year-End Fair Value of Awards that were Forfeited during the year | - | - | - | - | | (+) Dividends Paid or Accrued on Unvested Awards During the year | - | - | - | - | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table(2) | - | - | - | - | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans(2) | - | - | - | - | | Compensation Actually Paid for PEO | - | - | - | $327,398 |

  79. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    | | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Amount for NEOs | 1,137,097 | 1,198,947 | 1,049,796 | 862,156 | | (-) Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | (427,503) | (418,504) | (365,789) | (419,719) | | (+) Fair Value of Equity Awards Granted during the year that Remain Unvested as of Year-End | 356,934 | 479,594 | 296,015 | 450,938 | | (+) Fair Value of Equity Awards Granted during year that Vested during the year | - | - | - | - | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | (112,304) | 161,156 | 28,937 | (14,638) | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that Vested during the year | (87,142) | 20,273 | 27,867 | (24,882) | | (-) Prior Year-End Fair Value of Awards that were Forfeited during the year | | | | | | (+) Dividends Paid or Accrued on Unvested Awards During the year | 21,435 | 22,502 | 10,947 | 4,725 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table(2) | - | - | - | - | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans(2) | - | - | - | - | | Average Compensation Actually Paid for NEOs | $888,518 | $1,463,968 | $1,047,772 | $858,580 |

  80. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    | | 2023 | 2022 | 2021 | 2020 | | NEOs included in Average Summary Compensation and Average Compensation Actually Paid | E. Allen Nicholson, David F. Farnsworth, David C. Harvey, Richard H. Wohl | E. Allen Nicholson, David F. Farnsworth, David C. Harvey, Richard H. Wohl | E. Allen Nicholson, David F. Farnsworth, David C. Harvey, Richard H. Wohl, Brian T. Mauntel | E. Allen Nicholson, David F. Farnsworth, David C. Harvey, Richard H. Wohl |

  81. PAY VS. PERFORMANCE TABLE FOR 2020-2023

    (2) The Company does not maintain, and has not maintained, any defined benefit or actuarial pension plans during the four-year period covered by this Table. (3) Based on initial investment of $100 at market close on December 31, 2020, and the cumulative Total Shareholder Return of investment in CVBF common stock (column (f)) and the KBW Nasdaq Regional Banking Index (column (g)) through the last day of the fiscal year indicated. (4) Our Company-Selected Measure is Return on Average Tangible Common Equity, which is a non-GAAP measure (net income, adjusted for tax-affected amortization of intangibles, as a percent of average tangible common equity (average stockholders’ equity, less average intangible assets)).

  82. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

  83. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid (“CAP”) to each of our PEOs and the average of the compensation actually paid to our remaining NEOs, with • The Company’s cumulative Total Stockholder Return (“TSR”) and the Peer Group’s cumulative TSR • The Company’s Net Income • The Company Selected Measure, which is Return on Average Tangible Common Equity