DEF 14A of CVB Financial Corp
Filed Apr 7, 2026 · FY20250001193125-26-144078
TABLE OF CONTENTS
| Equity-Based Compensation | 72 | | Potential Payments Upon Termination of Employment Table | 85 | | Equity Incentive Grant Practices | 73 | | | | | Equity Incentive Grants to our President and CEO for 2025 | 73 | | CEO Pay Ratio Disclosure | 86 | | | | | Pay Versus Performance | 87 | | Equity Incentive Grants to our Other NEOs for 2025 | 74 | | Equity Compensation Plan Information | 91 | | | | | Equity Compensation Plan Table | 92 | | PRSU Performance Criteria and Measurement Period | 74 | | | | | | | IV. | PROPOSAL NO. 3: | 93 | | Equity Compensation for our NEOs for 2026 | 75 | | RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM | 93 | | Employee Retirement Plans | 75 | | Selection of Independent Auditors | 93 | | Employee Health and Welfare Benefits | 75 | | Principal Auditor’s Fees | 93 | | Tax Deductibility and Executive Compensation | 75 | | Audit Committee Oversight | 93 | | Compensation Governance and Risk Management | 76 | | Audit Committee Report | 94 | | | | | Annual Report on Form 10-K | 95 | | Consideration of 2025 Say-On-Pay Results | 77 | | Proposals of Shareholders for 2027 | 95 | | Compensation Committee Report | 77 | | | | | Summary of Compensation Table | 78 | | | | | All Other Compensation Table | 78 | | | | | Grants of Plan-Based Incentive Awards Table for 2025 | 79 | | | | | Outstanding Equity Awards at Fiscal Year- End Table | 80 | | | | | Option Exercises and Restricted Stock Vested in 2025 Table | 81 | | | | | Deferred Compensation | 81 | | | | | Nonqualified Deferred Compensation Table | 82 | | | | | Potential Payments to our Named Executive Officers Upon Termination or Change in Control | 82 | | | |
Board Oversight and Structure
Board Oversight and Structure The business and affairs of CVB Financial Corp. and Citizens Business Bank are supervised under the direction of our Board of Directors. The Board of Directors has historically separated the roles of President and Chief Executive Officer, on the one hand, and Chairman of the Board, on the other hand. We believe this structure, together with our other strong corporate governance practices, provide robust independent oversight of management while ensuring clear strategic alignment throughout the Company. Hal W. Oswalt was elected by our Board of Directors as the Chairman of the Board, effective May 18, 2022. Mr. Oswalt has served as a director of CVB Financial Corp. and Citizens Business Bank since 2014. Mr. George Borba, Jr., who has served as a director of CVB Financial Corp. and Citizens Business Bank since 2012, continues to serve as our Vice-Chairman of the Board. Separate board committees exist at CVB Financial Corp. and Citizens Business Bank, each of which is responsible for supervising various areas of responsibility or risk. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee exist at CVB Financial Corp. The Balance Sheet Management Committee, Credit Committee, Risk Management Committee and Trust Services Committee exist at Citizens Business Bank. All of our board committees meet on regular schedules and report to the full Board of Directors.
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 26, 2026, by (i) each of our nine current directors, eight of whom are also nominees for director at our upcoming annual shareholders' meeting in 2026, (ii) our two contingent director nominees, (iii) those persons serving as our named executive officers as of December 31, 2025 and (iv) by our current directors and executive officers as a group.
How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own?
| | Common Stock Beneficially Owned | | | Current Directors and Executive Officers | Number of Shares(1) | Percent of Class(2) | | George A. Borba, Jr.(3) Vice-Chairman of the Board and Nominee | 7,677,334 | 5.6% | | David A. Brager President and Chief Executive Officer, Director and Nominee | 245,493 | * | | Stephen A. Del Guercio Director and Nominee | 47,304 | * | | Anna Kan(4) Director and Nominee | 33,493 | * | | Jane Olvera Majors Director and Nominee | 24,910 | * | | Raymond V. O’Brien III Director and Nominee | 61,593 | * | | Hal W. Oswalt Chairman of the Board and Nominee | 49,593 | * | | Kimberly Sheehy Director | 17,618 | * | | Timothy M. Stephens Director and Nominee | 2,281 | * | | David F. Farnsworth Executive Vice President, Chief Credit Officer | 83,882 | * | | David C. Harvey Executive Vice President, Chief Operating Officer | 138,149 | * | | E. Allen Nicholson(5) Executive Vice President, Chief Financial Officer | 133,776 | * | | Richard H. Wohl Executive Vice President, General Counsel | 50,189 | * | | Current Directors and Executive Officers as a Group(6) (14 persons) | 8,699,572 | 6.4% | | | Common Stock Beneficially Owned | | | Contingent Directors and Executive Officer Nominees(7) | Number of Shares(1) | Percent of Class(2) | | Julianne Biagini-Komas(8)(9) Contingent Director Nominee | 44,326 | * | | R. Clay Jones(8)(10) Contingent President and Director Nominee | 350,763 | * | | Contingent Directors and Executive Officer Nominees as a Group (2 persons) | 395,089 | 0.3% | | | Common Stock Beneficially Owned | | | | Number of Shares(1) | Percent of Class(2) | | Current and Contingent Directors and Executive Officers as a Group (16 persons) | 9,094,661 | 6.7% |
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 26, 2026, which was 135,784,880, plus the shares which the respective individual or group has the right to acquire within sixty (60) days after March 26, 2026, 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 26, 2026 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. An asterisk in this column signifies that the person owns less than one percent (1.0%) of CVB Financial Corp.'s outstanding shares. 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; 745,782 shares owned by George Borba & Son Dairy, L.P.; and 55,113 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 6,000 shares which Mr. Nicholson may acquire within 60 days after March 26, 2026 by the exercise of stock options. (6) 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 26, 2026 by the exercise of stock options or vesting of restricted stock units or restricted shares. (7) The election of these nominees will be contingent upon the completion of CVB Financial Corp.'s merger with Heritage prior to the annual meeting. (8) The number of shares stated to be held by each of these persons assumes that our proposed merger with Heritage closes within 60 days of the record date of March 26, 2026 and is based on the specified conversion ratio of 0.65 shares of CVB Financial Corp. common stock to be issued for each share of Heritage common stock owned by such person on the merger closing date. (9) For Ms. Biagini-Komas, her total shares owned in Heritage consist of 68,194 shares of Heritage common stock, including 500 shares held by her as a custodian for minor children. The number of shares of CVB Financial Corp. reflected in this table is based on the specified conversion rate of 0.65 shares of CVB Financial Corp. common stock to be issued for each share of Heritage common stock owned by Ms. Biagini-Komas on the merger closing date. (10) For Mr. Jones, his total shares owned in Heritage include an aggregate of 508,867 shares of Heritage common stock and unvested equity awards, consisting of (a) 296,959 shares of Heritage common stock, (b) a total of 93,041 unvested restricted stock units of Heritage ("RSUs"), (c) 4,333 dividend equivalents units of Heritage ("DEUs") underlying such RSUs, to be issued to Mr. Jones when the associated awards vest, (d) a total of 100,802 unvested performance-based restricted stock units of Heritage ("PSUs"), (e) 11,461 DEUs underlying such PSUs, to be issued to Mr. Jones when the associated awards vest, and (f) an estimated 2,271 shares of DEUs of Heritage issuable to Mr. Jones on April 8, 2026 as a result of the dividend declared on March 11, 2026, based on an assumed Heritage stock price of $12.00 per share. The number of shares of CVB Financial Corp. reflected in this table is based on the specified conversion ratio of 0.65 shares of CVB Financial Corp. common stock to be issued for each share of Heritage common stock owned by Mr. Jones on the merger closing date. However, the number of shares of stock stated to be owned by Mr. Jones does not include 20,000 shares of CVB Financial Corp. common stock that Mr. Jones is entitled to receive following the closing of the Heritage merger pursuant to the terms of his employment offer letter from the Company.
Why Are Two of our Nominees for Directors Called "Contingent Nominees"?
Why Are Two of our Nominees for Directors Called "Contingent Nominees"? The Company has entered into a Merger Agreement with Heritage. Among other things, the Merger Agreement requires the Company, upon completion of the Heritage merger, to appoint two Heritage directors to the Company’s Board of Directors. The Company and Heritage have identified Ms. Julianne Biagini-Komas and Mr. R. Clay Jones as the two Heritage director appointees to the Company’s Board. However, because the completion of the Heritage merger is contingent upon the Company and Heritage obtaining approvals from their respective shareholders and certain regulatory approvals, and upon the satisfaction of certain other customary closing conditions set forth in the Merger Agreement, the timing and fulfillment of these multiple contingencies cannot be fixed in advance. Accordingly, the election of the two individual directors named above would be “contingent” because these directors will be nominees for election at this annual meeting only if the Heritage merger has been completed between the date of this proxy statement and the date of the annual shareholders meeting. The Company is seeking the approval of our shareholders for the contingent election of these two Heritage directors to full one-year terms on our Board. Information about these individuals can be found under the heading “Proposal No. 1 – Election of Directors” herein. However, if the Heritage merger has not been completed by the date of our annual meeting, then the necessary contingency will not have occurred within the time frame specified above, these two directors will not be seated on our Board at the time of the annual meeting, and they will not be nominees or appointed as our directors, unless and until the Heritage merger is completed. Accordingly, if the Heritage merger has not been completed by the date of the annual meeting, any votes for such directors at this annual meeting will be disregarded. Following our 2026 annual meeting, and assuming the Heritage merger is subsequently completed in accordance with its terms, our Board would then appoint these two individuals as directors to serve until our 2027 annual meeting.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
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. Votes against any nominee or withheld from any nominee shall have no legal effect. 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.
Nomination of Director Candidates
Nomination of Director Candidates We have nominated for election ten (10) directors, eight (8) of whom are regular nominees and two (2) of whom are contingent nominees. Pursuant to our corporate Bylaws, the authorized number of directors of the Company has been established as not less than seven (7) or more than thirteen (13), with the exact number within those limits to be set by our Board of Directors by resolution. As of the date of this Annual Meeting Proxy, our eight regular nominees are all presently members of our Board of Directors, as well as members of the Board of Directors of our principal subsidiary, Citizens Business Bank. By contrast, as of the date of this Annual Meeting Proxy, our two contingent nominees are both presently members of the Board of Directors of Heritage. As noted above, the Company has entered into the Merger Agreement with Heritage. Among other things, the Merger Agreement requires the Company, upon completion of the Heritage Merger, to appoint two Heritage directors to the Company’s Board of Directors. The Company and Heritage have identified Ms. Julianne Biagini-Komas and Mr. R. Clay Jones as the two Heritage directors who will be appointed to join the Company’s Board. In addition, pursuant to the Merger Agreement, once the Heritage Merger is completed, Mr. Jones would also be appointed to the officer positions of President of the Company and of Citizens Business Bank. This in turn means that, if the two Heritage directors are appointed to our Board, Ms. Biagini-Komas would qualify as an independent outside director and would also serve on our three Company Board Committees, whereas Mr. Jones would be considered an inside director and would not serve on our Company Board Committees. Because the completion of the Heritage Merger is contingent upon the Company and Heritage obtaining approvals from their respective shareholders and certain regulatory approvals, and upon the satisfaction of certain other customary closing conditions set forth in the Merger Agreement, the timing and fulfillment of these multiple contingencies cannot be fixed in advance. Accordingly, the election of the two individual directors named above would be “contingent” because these directors will be nominees for election at our 2026 annual meeting only if the Heritage Merger has been completed between the date of this proxy statement and the date of the annual meeting on May 20, 2026. The Company is seeking the approval of our shareholders for the contingent election of these two Heritage directors to full one-year terms on our Board. However, if the Heritage Merger has not been completed by the date of the annual meeting, then the necessary contingency will not have occurred within the time frame specified above, these two directors will not be seated on our Board at the time of the annual meeting, and neither will they be nominees or appointed as our directors, unless and until the Heritage Merger is completed. In such a case, any votes for such directors at this annual meeting will be disregarded. Following our 2026 annual meeting, and assuming the Heritage Merger is completed in accordance with its terms, our Board would then appoint these two individuals as directors to serve until our 2027 annual meeting, whether or not they have been contingently elected pursuant to the recommendation of our Board of Directors as set forth below. All ten of our nominees, including our eight regular nominees and our two contingent nominees, are being nominated to serve on our Board of Directors until our 2027 annual meeting or until their successors have been duly elected and qualified, although, as noted above, our two contingent nominees will be seated on our Board only if and at such time as our proposed Heritage Merger is completed. Each Heritage director nominee who is seated will also be 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 ten nominees (or eight nominees if the Heritage Merger is not completed by the date of the annual meeting). 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 nominees was selected 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.
Nomination of Director Candidates
| | Our Board of Directors Recommends a Vote “FOR” All Nominees. |
Regular Nominees
Regular Nominees Our current directors standing for reelection are:
Regular 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 | 78 | 2014 | YES | | Chair | Chair | | | | | | President and CEO, Oswalt Consulting | | | | | | | | | | | | George A. Borba, Jr. Vice Chairman of the Board | 58 | 2012 | YES | | | | Chair | | | | | Partner, George Borba & Son Dairy, LP; President, Belonave Dairy; President, 5 Mile Ranch LLC | | | | | | | | | | | | David A. Brager Director | 58 | 2020 | NO | | | | | | | | | President and Chief Executive Officer, CVB Financial Corp./Citizens Business Bank | | | | | | | | | | | | Stephen A. Del Guercio Director | 64 | 2012 | YES | | | | | | Chair | | | Partner, Demetriou, Del Guercio, Springer & Francis, LLP | | | | | | | | | | | | Anna Kan Director | 52 | 2016 | YES | | | | | | | Chair | | CEO, Mustard Seed Enterprises | | | | | | | | | | | | Jane Olvera Majors Director | 57 | 2021 | YES | | | | | | | | | Founder and President, JP Marketing | | | | | | | | | | | | Raymond V. O’Brien Ill Director | 69 | 2012 | YES | | | | | Chair | | | | Business Entrepreneur | | | | | | | | | | | | Timothy M. Stephens Director | 56 | 2025 | YES | Chair* | | | | | | | | Retired Financial Executive | | | | | | | | | | |
Regular Nominees
* In the event that Mr. Stephens is elected to our Board of Directors, he will assume the position of Chair of our Audit Committee, effective as of the date of our annual meeting, in view of the decision of our current Audit Committee Chair, Kimberly Sheehy, not to stand for re-election to our Board.
Contingent Nominees
Contingent Nominees Our contingent director nominees who will be seated if our proposed merger with Heritage is completed prior to the annual meeting are:
Contingent Nominees
| | | | Committee Memberships | | | | | | | | | | | CVBF Board Committees | | | CBB Board Committees | | | | | Name, Current Position and Occupation | Age | Independent | Audit | Compensation | Nominating & Corporate Governance | Balance Sheet Management | Credit | Risk | Trust Services | | Julianne Biagini-Komas | 63 | YES | | | | | | | | | Retired Finance and Technology Executive | | | | | | | | | | | R. Clay Jones | 55 | NO | | | | | | | | | President and CEO Heritage Commerce Corp. and Heritage Bank of Commerce | | | | | | | | | |
Regular Nominees
Regular Nominees Seven of our eight regular nominees for our Board of Directors were elected as directors at our 2025 annual meeting of shareholders.
Regular Nominees
| Director since: 2012 Age: 58 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. Mr. Borba's family was instrumental in the founding and long-term success of Citizens Business Bank, and his family continues to be one of the Company's largest shareholders. |
Regular Nominees
| Director since: 2020 Age: 58 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, the Pacific Bankers Management Institute, and 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. |
Regular Nominees
| Director since: 2012 Age: 64 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. |
Regular Nominees
| Director since: 2016 Age: 52 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. |
Regular Nominees
| Director since: 2021 Age: 57 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 HYPHEN (formerly 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 Brade Media, a platform for crowd-sourcing digital content. 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. |
Regular Nominees
| Director since: 2012 Age: 69 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 three-plus decades, Mr. O’Brien has owned and led several manufacturing companies, and he is an experienced entrepreneur who purchases, operates and sells business enterprises. 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. |
Regular Nominees
| Director since: 2014 Age: 78 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. |
Regular Nominees
| Director since: 2025 Age: 56 CVBF Committees: Audit (Chair) Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management Risk Management Trust Services | Timothy Stephens Experience Timothy Stephens was appointed as a director of CVB Financial Corp. and Citizens Business Bank effective on November 1, 2025. Mr. Stephens is a seasoned financial executive, with more than 33 years of experience in business and information technology. He retired from EY in 2024 after a distinguished 27-year career with the global professional services firm. At EY, he served as a global client service partner, leading high-performing teams and delivering strategic solutions working in the banking and capital markets, insurance and asset management sectors. Prior to joining EY in 1997, Mr. Stephens was an information systems auditor and application software developer of actuarial systems for Great-West Life. Mr. Stephens holds a Master of Science in Accounting and a Bachelor of Science in Business Administration from the University of Colorado, and he is a Certified Public Accountant (Retired). He has been an active member of the American Heart Association and an executive leadership team member of the annual Bay Area Heart Walk. Qualifications Mr. Stephens’ qualifications to sit on our Board include his extensive regulatory experience in financial services, including working closely with both federal and state regulators, and his expertise in the areas of information technology, cyber security, internal control over financial reporting, internal audit, enterprise risk management, and compliance. |
Contingent Nominees
Contingent Nominees
Contingent Nominees
| Age: 63 CVBF Committees: Audit Compensation Nominating & Corporate Governance CBB Committees: Balance Sheet Management Risk Management Trust Services | Julianne M. Biagini-Komas Experience Julianne Biagini-Komas is an experienced financial and technology executive, with more than 30 years of service in the technology and communications hardware manufacturing sectors. Ms. Biagini-Komas was Vice President, Finance and Human Resources of CNEX Labs, Inc., from March 2015 until her retirement in April 2021. She was also Chief Financial Officer of Quantumscape Corporation from 2011 to 2014 and, from 1994 to 2007, she held various executive finance roles at Endwave Corporation, a company previously listed on Nasdaq, including as Chief Financial Officer from 2001 to 2006. Ms. Biagini-Komas has also served on the boards of directors of Focus Business Bank and, since 2015, Heritage Bank of Commerce, where she has served as board chairperson since May 2025. She holds a Bachelor of Science degree in Accounting from San Jose State University and a Master’s degree in Business Administration from Santa Clara University, and she is a certified public accountant. Qualifications Ms. Biagini-Komas’ qualifications to sit on our Boards include her extensive experience as a senior executive in finance and technology, as well as her specific service on the boards of two successful community banks, including Heritage, where she served on key board committees dealing with audit, personnel and compensation, and corporate governance issues. |
Contingent Nominees
| Age: 55 CVBF Committees: None CBB Committees: Balance Sheet Management Risk Management Trust Services | Robertson Clay Jones Experience Clay Jones became a director and President and Chief Executive officer of Heritage Commerce Corp and Heritage Bank of Commerce in September 2022. Previously, he served as President and Chief Operating Officer of Heritage Bank of Commerce from December 2021, after joining as Executive Vice President and President of the Community Business Banking Group in October 2019. Mr. Jones was formerly the President of Presidio Bank, assuming this position in July 2018, after joining Presidio Bank in 2010 as Executive Vice President and Mid-Peninsula Market President. Prior to his service at Presidio Bank, Mr. Jones was the organizing and initial President and Chief Executive Officer of New Resource Bank. In addition, from October 1993 to May 2005, Mr. Jones served in various capacities for subsidiaries of Greater Bay Bancorp and Comerica Bank, including his position as Executive Vice President and Chief Operating Officer at Cupertino National Bank and Executive Vice President and Manager of the Venture Banking Group. Mr. Jones received his Bachelor of Science degree in Business Administration from the University of the Pacific in Stockton, California. Qualifications Mr. Jones’ qualifications to sit on our Board include his extensive and successful experience as a leading community bank executive in California, and the important expertise and continuity he will provide regarding the business, financial condition, employees and customer relationships that the Company is proposing to acquire from Heritage Commerce Corp and Heritage Bank of Commerce. |
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 July 2025, when the Committee engaged our outside compensation consultant, Pearl Meyer, to perform a study of the key elements of compensation for our named executive officers and 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, (ii) increase the annual compensation to be paid to two of our Board Committee Chairs, and (iii) increase the annual cash compensation to be paid to our Chair and Vice Chair of the Board, in each of the foregoing cases by ten percent (10%) of the previous annual cash compensation rate. Only non-employee directors are entitled to receive monthly cash compensation for serving on our Board of Directors. The adjustments to annual cash compensation for our directors noted above became effective as of August 1, 2025. As a result, starting in August 2025, 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 $6,417 per month, for an annualized cash total of $77,000. In addition to the foregoing monthly payments, the Chair of our Audit Committee is paid an additional stipend of $22,000 per annum in monthly installments (annualized total of $99,000), and the Chair of our Risk Management Committee is paid an additional stipend of $11,000 per annum in monthly installments (annualized total of $88,000), 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 $9,167 monthly, or an annualized total of $110,000, and our Chairman of the Board currently receives compensation of $13,108 per month, or an annualized total of $157,300. 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. These non-employee director restricted stock grants are typically made and issued immediately following the Company's annual shareholder meeting in May of each year, subject to cliff vesting one year following the grant date. For our 2025 fiscal year, at a meeting of our Compensation Committee on May 21, 2025, each of our non-employee directors was granted 4,462 shares of restricted stock of CVB Financial Corp., which is the rounded whole share total closest to $85,000 in stock value divided by the closing price of $19.05 for CVB Financial Corp.’s stock on that day. These 2025 restricted stock grants to our non-employee directors were made pursuant to our 2018 Equity Incentive Plan, and each of the 2025 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 2025 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 at 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 2025. 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.
OUTSIDE DIRECTOR COMPENSATION IN 2025
OUTSIDE DIRECTOR COMPENSATION IN 2025
OUTSIDE DIRECTOR COMPENSATION IN 2025
| | 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. | 104,166 | 85,001 | - | - | 189,167 | | (Vice Chairman) | | | | | | | Stephen A. Del Guercio | 83,339 | 85,001 | - | - | 168,340 | | Anna Kan | 72,916 | 85,001 | - | - | 157,917 | | Jane Olvera Majors | 72,916 | 85,001 | | | 157,917 | | Raymond V. O’Brien III | 72,916 | 85,001 | - | - | 157,917 | | Hal W. Oswalt | 148,964 | 85,001 | - | - | 233,965 | | (Chairman) | | | | | | | Timothy M. Stephens | 12,834(5) | 42,495(6) | - | - | 55,329 | | Kimberly Sheehy | 93,750 | 85,001 | - | - | 178,751 |
OUTSIDE DIRECTOR COMPENSATION IN 2025
During 2025, the standard cash compensation levels for our outside directors were increased by ten percent (10%) across the board, effective on August 1, 2025. As a result, the total “Fees Earned or Paid in Cash” for each director represents a blended rate based on the different cash compensation levels in effect from January 1 to July 31, 2026, and from August 1 to December 31, 2026. For the period from January 1 to July 31, 2026, our outside director cash compensation levels were as follows: (i) base director fees of $70,000, or $5,833 per month; (ii) an additional stipend of $10,000 for Mr. Del Guercio as the Chair of our Risk Management Committee, for total director fees of $80,000, or $6,667 per month; (iii) an additional stipend of $20,000 for Ms. Sheehy as the Chair of our Audit Committee, for total director fees of $90,000, or $7,500 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. For the period from August 1 to December 31, 2026, each of the foregoing monthly fee or stipend amounts was increased by ten percent (10%). (2) As noted above, the value of the restricted stock grants to each of our non-employee directors was set at a dollar value of $85,000 for calendar year 2025. Accordingly, the number of restricted shares of CVB Financial Corp. stock awarded to each of our non-employee directors for 2025 was 4,462, which is the closest number of whole shares equal to the grant value of $85,000 divided by the per share closing price of our Company’s stock on the grant date, which was $19.05 on May 21, 2025. (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 2025. (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. (5) Mr. Stephens commenced his service as one of our directors on November 1, 2025, so his cash compensation was earned for only a partial period during 2025. (6) Mr. Stephens received a partial equity grant equal to half the annual value of $85,000 provided to our outside directors, for a total grant value of approximately $42,500, rounded to the nearest whole share, since our annual director equity grants are awarded following our annual meeting in May. Because Mr. Stephens commenced his service on our Board of Directors on November 1, 2025, his service would effectively cover only one half of the annual cycle for our directors equity grants for 2025-2026. Accordingly, on November 19, 2025, Mr. Stephens was awarded a grant of 2,281 restricted shares of stock in CVB Financial Corp., which represents the closest whole number of shares derived from dividing $42,500 by the closing price of our stock on that day, which was $18.63. On December 31, 2025, none of our non-employee directors who served as directors during 2025 held options to purchase our common stock. As of December 31, 2025, except for Timothy Stephens, each of our non-employee directors held 4,462 restricted shares of our common stock which had not yet vested. Mr. Stephens received a pro-rated grant of 2,281 restricted shares in November 2025 upon his commencement as a Board member, which as of December 31, 2025 had not yet vested.
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 interestsX | Provide Section 280G or Section 409A tax gross-up payments | | ✓ | Conduct annual say-on-pay advisory votesX | Reward executives for taking excessive, inappropriate or unnecessary risks | | ✓ | Conduct stockholder outreach to solicit feedback and discuss our business and compensation practicesX | Allow for the repricing or backdating of equity awards | | ✓ | Retain an independent compensation consultant to advise our Compensation CommitteeX | Provide multi-year guaranteed salary increases or non-performance-based incentive arrangements | | ✓ | Use financial performance metrics that compare our performance to external benchmarksX | Rely exclusively on any single metric such as total stockholder return as our only performance metric | | ✓ | Maintain a robust and SEC-compliant insider trading policyX | Provide incentive awards for below-threshold performance | | ✓ | Maintain a “clawback” policy, including SEC and Nasdaq requirements, for any erroneously paid incentive compensation that applies to our NEOs and other associatesX | Provide multi-year stock grants | | ✓ | Benchmark our CEO and NEO compensation components against comparable levels at peer institutionsX | Permit hedging and pledging of our stock by our directors or executives without special approval | | ✓ | Re-evaluate and update the composition of our peer group periodically, particularly in light of changes in our asset size and mergers involving peer banksX | Have single trigger vesting for cash compensation due our executives on change in control under our 2024 CEO Employment Agreement or our 2024 NEO Employment Agreements | | ✓ | Provide minimum thresholds for vesting of PRSUs in the event the results of a performance metric are below a minimum acceptable levelX | Grant stock options or stock appreciation rights to our NEOs close in time to our Company's release of material non-public information |
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 early January 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 annual performance targets, which in turn helps us to meet the Company’s overall strategic goals. | | Plan-Based Discretionary Bonus Payments | This component (for 2025, 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 (not awarded to any of our NEOs for 2025) | 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. | This supplemental discretionary bonus component, in the occasional 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. |
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 executive officers 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 | Awarded in most cases annually to selected officers, including our NEOs, and typically 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 measurement and vesting period, that are considered to be important to the Company’s overall long-term success. | | Stock Options (not granted to any of our directors or NEOs for 2025) | 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. |
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. During the Company’s 2025 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 2025 fiscal year, (ii) performing benchmarking studies covering the compensation of our President and CEO, our other NEOs 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 Company’s peer group and the benchmarking of compensation for our NEOs for 2025, please refer to the section of this proxy statement below on “Peer Group Criteria and Composition for 2025.” For our 2025 fiscal year, CVB Financial Corp. engaged Pearl Meyer for the projects described above at a total cost of approximately $74,716. Our assessment found no conflict of interest posed by the retention of Pearl Meyer as compensation consultants for CVB Financial Corp.
Peer Group Criteria and Composition for 2025
Peer Group Criteria and Composition for 2025 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 September 2025, the Compensation Committee, in consultation with Pearl Meyer, reviewed 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 September 2025 peer group analysis conducted by Pearl Meyer, the Company’s peer group was adjusted to remove three banking organizations that had been subject to mergers and acquisitions during the preceding year, and to replace these three banking organizations with three financial institutions that, like the Company, are focused on business banking and commercial lending. Similar to last year, the Company's peer group for 2025-26 is comprised of the fifteen banking institutions listed below (excluding CVB Financial Corp.), ranked by total assets and market capitalization. The data below reflects the financial information available at the time the peer group was reviewed by Pearl Meyer and the Committee during the review, which was based on public filings dated June 30, 2025 and stock market capitalization data available as of August 31, 2025.
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 0.18x to 2.22x in both key components of total assets and market capitalization, as compared to CVB Financial Corp. Within this defined universe of banks and bank holding companies, the Committee and Pearl Meyer then focused on the subset of institutions that engaged 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 19th percentile for total assets and at the 51st percentile for market capitalization as of the comparison dates referenced in the Table above. While our market analysis of the peer group and the surveys utilized 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 September 2025 the total compensation targeted to be paid to our five NEOs, collectively, during our 2025 fiscal year, based on then-available data on their 2025 base salaries and target incentives for 2024, generally falls at approximately the 50th to 60th percentiles for the peer group, while Mr. Brager's compensation as our President and CEO generally aligns with the 50th 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 achieved the top (fourth) quartile performance on four of the six key metrics, relative to the same peer group, during 2025, and achieved top (fourth) or third quartile performance on four of the same six metrics for the three-year period from 2023-2025. As a result, effective in January 2026, the Compensation Committee approved moderate increases in base salary levels for each of our NEOs, including our CEO, for our 2026 fiscal year, in order to maintain an overall target percentile that remains close to the median level of NEO compensation for the applicable executive 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 2027 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 2025, 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 reasonable 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.
Compensation Arrangements with our Other Named Executive Officers
Compensation Arrangements with our Other Named Executive Officers On July 2, 2024, the Company entered into 2024 NEO Employment Agreements with Messrs. Nicholson, Farnsworth, Harvey and Wohl, respectively. Although the Company had historically not provided employment agreements to any officer other than the Company’s CEO, the Company’s Board of Directors deemed it to be in the best interests of the Company to enter into the 2024 NEO Employment Agreements in recognition of each individual NEO’s respective tenure and experience, valuable skills and sustained excellent performance. The Company has previously disclosed the key terms of our 2024 NEO Employment Agreements, and submitted a complete copy of the form of the 2024 NEO Employment Agreements, pursuant to a Form 8-K filed with the SEC on July 3, 2024. Term. Each of the 2024 NEO Employment Agreements provides that the applicable NEO shall be employed for a term of two years, with successive renewal terms for one-year periods thereafter, unless terminated by either the Company or the applicable NEO. Base Salary. The respective 2024 NEO Employment Agreements provide that each NEO shall be paid a base salary at an annual rate to be determined by the Company’s CEO and the Compensation Committee, and that this base salary may be adjusted from time to time in the CEO’s and Committee’s sole discretion. Annual incentive opportunity. During the term of each NEO's respective 2024 NEO Employment Agreement, the NEO will continue to be eligible to participate each year in the Company’s Executive Performance Compensation Plan adopted under the Company’s 2023 Executive Incentive Plan, with a target metrics-based incentive opportunity of 0% to 60% of his applicable base salary. Annual discretionary bonus opportunity. The 2024 NEO Employment Agreements further provide that each NEO shall be eligible to receive an additional discretionary bonus opportunity in the range of 0% to 20% of his applicable base salary, depending on his achievement of specified performance goals and the CEO’s and Compensation Committee’s evaluation of the individual NEO’s overall performance. Long-term equity incentives. In accordance with the terms of the Company’s 2018 Equity Incentive Plan, the respective 2024 NEO Employment Agreements provide for the Compensation Committee to make additional Time RSUs, PRSUs and/or stock option or restricted stock grants to the applicable NEO annually during the term of his Employment Agreement, with an expected annual target grant date value of the underlying equity of approximately 100% of such NEO’s annual base salary for the preceding calendar year, but with no minimum guaranteed annual grant date value, in such forms of awards and on such terms as may be determined from time to time by the Compensation Committee. The performance criteria and performance targets for the PRSUs are to be established by the Compensation Committee and set forth in an award agreement as of the grant date. Except as described below, the PRSUs will vest, based on performance, at the end of their associated three-year performance periods only if the applicable NEO continues in employment with the Company through such dates. Severance Benefits. The respective 2024 NEO Employment Agreements also provide that, if the applicable NEO is terminated without “cause” (other than by reason of his death or disability), the Company may, in its sole discretion, consider whether or not to provide the terminated NEO with severance pay, in such amount (or no amount) as shall be determined by the Compensation Committee on a case-by-case basis. In the event the applicable NEO receives any severance benefits pursuant to the terms of his 2024 NEO Employment Agreement (including severance benefits upon a “change-in-control” as described below), receipt of such severance benefits is conditioned upon the NEO's execution of a release of claims in favor of the Company. In the event the applicable NEO is terminated without “cause” within 180 days before a “change-in-control” or within 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 his respective 2024 NEO Employment Agreement), the NEO is to be paid an amount equal to the sum of two times (2x) his annual base pay, plus two times (2x) his average annual bonus granted for the preceding two calendar years during his tenure with the Company, plus a lump sum amount equal to the COBRA cost equivalent of 24 months of medical and dental coverage under the Company’s group health plans. Such aggregate amount is payable in equal installments on regular payroll dates over 18 months. In addition, upon a change-in-control, with or without any termination of employment involving an applicable NEO, the NEO’s unvested options and Time RSUs are to vest immediately; the NEO’s PRSUs for any performance period for which less than two years have been completed prior to the change-in-control are to vest immediately at the target number of shares established in the applicable grant; and the NEO’s PRSUs for any performance period that has ended or for which at least two years of the performance period have been completed prior to the change-in-control are to vest immediately for the number of shares based on actual performance during the performance period or the completed portion of the performance period. Furthermore, in the event that the applicable NEO dies or becomes permanently disabled during his tenure with the Company, his unvested options, Time RSUs and PRSUs would vest in full, with the PRSUs to vest at the target number of shares established in the applicable grant.
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 effective January 1, 2025 as set forth below.
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 October 2024. In December 2025, 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 September 2025. This set of base salary increases took effect on January 1, 2026, and thus will be reported in connection with the Company’s annual proxy statement to be issued in 2027 covering our 2026 fiscal year.
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 2025 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 2025 (“CEO Plan”). Under our CEO Plan, our CEO may earn from 0% to 180% of his annualized base salary, with 0% to 150% available in the form of an incentive award dependent upon the achievement of specified performance levels on five objective financial metrics, and with an additional 0% to 30% available in the form of a potential discretionary bonus award based on a set of enumerated subjective criteria. With respect to the CEO’s available incentive compensation, the five objective financial metrics are individually weighted, on a percentage basis, so that, in the aggregate, the five metrics add up to 100% of the overall incentive payment calculation, with net income being the largest constituent component at 50% of the overall metrics-based opportunity. Each of the five financial metrics, in turn, is evaluated on the basis of specified minimum, target and outperformance levels, so that the incentive payment on each such metric would amount to (i) 0% of the target opportunity at performance levels below a specified minimum threshold, (ii) 75% of the target opportunity at specified minimum performance levels (Level I), (ii) 100% of the target opportunity at specified targeted performance levels (Level II), and (iii) a maximum of 150% of the target opportunity at or above specified outperformance levels (Level III). Moreover, there is no interpolation for performance on any metric above, below or between the specified achievement levels, which means that, for each metric under the CEO Plan, the available incentive payment would be either 0%, 75%, 100% or 150% of the target amount. See the two tables below in this proxy statement on "Performance Measures" and "Payout Levels." With respect to the CEO’s potential discretionary bonus award, the available amount is set at between 0% and 30% of the CEO’s annualized base salary. The final amount is determined by the Compensation Committee based on an enumerated set of subjective and qualitative individual performance measures. See the section of this proxy statement below on “2025 Plan-based Discretionary Bonus Awards.” Similar to the CEO Plan, 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 2025 (“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 likewise 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. Mr. Brager's percentage opportunities in connection with his incentive compensation and discretionary bonus under his CEO Plan are larger in recognition of the plenary scope of his responsibilities compared to our four other NEOs. With respect to the plan-based discretionary bonus amounts awarded to each of our NEOs for 2025, 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 also 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 2025 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 preceding calendar year.
Annual Performance Compensation Plans (Incentive Compensation and Plan-based Discretionary Bonus Amounts)
2025 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. As noted above, 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. 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 2025 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 $180,000,000. The Compensation Committee set this supervening threshold for the payment of performance incentive awards under our 2025 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. This threshold level was set at the same $180,000,000 for the purposes of the Plans for 2024. For 2025, 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 2025 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.
2025 TABLE OF PERFORMANCE MEASURES AND THE PERCENTAGE THAT EACH MEASURE IS OF A NAMED EXECUTIVE OFFICER’S TOTAL INCENTIVE AWARD OPPORTUNITY
2025 TABLE OF PERFORMANCE MEASURES AND THE PERCENTAGE THAT EACH MEASURE IS OF A NAMED EXECUTIVE OFFICER’S TOTAL INCENTIVE AWARD OPPORTUNITY
2025 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) | 10% | 10% | 0% | 10% | 10% | | Noninterest (Operating) Expenses(4) | 20% | 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% | | Total incentive award opportunity under Plan | 100% | 100% | 100% | 100% | 100% |
2025 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 2025. 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 2025 was at least $180,000,000), 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 31st of such fiscal year, so that the goal-setting metrics would not be overly influenced by current-year performance to date (although this deadline may be changed by the Committee in special or unusual circumstances). For 2025, the Committee adopted our CEO Plan (covering Mr. Brager) and our ECP Plan (covering Messrs. Nicholson, Farnsworth, Harvey and Wohl) on February 19, 2025. Annual Performance Measures and Results. The following Table contains the Company’s 2025 targets and results for each of the performance incentive plan metrics, as well as how such 2025 results compared to the Company’s 2024 results. The numerical thresholds to achieve Level 2 (target) performance on three of the most shared financial metrics in our NEO Plans (e.g., net profit after tax, non-interest income and non-interest expense) were set at higher or comparable levels by the Compensation Committee for 2025, as compared to 2024, whereas the numerical thresholds on two of the most shared financial metrics in such Plans (e.g., average demand deposits and average total loans) were set at lower levels by the Compensation Committee for 2025, as compared to 2024. The Committee’s decisions in this regard were based on consideration of industry economic forecasts, the Company’s 2025 strategic and financial plans, and banking sector events and developments, including the continuing impact of customer deposit outflows from smaller banks due to the prominent regional banking failures in 2023, a forecasted slowdown in economic growth, and potentially lower net interest margins associated with anticipated reductions in short-term interest rates by the Federal Reserve. In each case, our Compensation Committee considered the applicable target challenging but reasonable to achieve for our organization for the 2025 fiscal year. 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.
2025 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS
2025 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS
2025 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 | 2024 Results | 20% | 40% | 60% | 2025 Results | Payout Level | | | Dollar amounts in thousands | | | | | | | Net Profit After Tax Hurdle (CVB Financial Corp.) | $200,716 | $180,000 | | | Hurdle Met | | | Net Profit After Tax (CVB Financial Corp.) | $200,716 | $185,000 | $205,000 | $225,000 | $209,298 | 2 | | Average Demand Deposits | $7,144,000 | $6,925,000 | $7,000,000 | $7,075,000 | $7,046,000 | 2 | | Average Total Loans (Net) | $8,694,000 | $8,475,000 | $8,550,000 | $8,625,000 | $8,428,000 | Not Met | | Noninterest income | $56,800 | $54,000 | $57,000 | $60,000 | $63,400 | 3 | | Noninterest (Operating) Expense | $233,600 | $248,000 | $240,000 | $232,000 | $235,700 | 2 | | Delinquencies (Quarterly Average) | 0.15% | 0.07% | 0.05% | 0.03% | 0.023% | 3 | | Nonperforming Loans + OREO/Total Loans (Quarterly Average) | 0.32% | 0.30% | 0.25% | 0.15% | 0.28% | 1 | | Legal Expenses Net of Recoveries | $2,977 | $1,450 | $1,350 | $1,250 | $(2,700)(1) | 3 |
2025 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS
(1) This $2.7 million amount represents positive net recoveries in Legal Expenses for 2025 due to (x) the Company's achievement of a favorable settlement in litigation that resulted in the receipt of approximately $6.0 million, minus (y) approximately $2.2 million of legal expenses incurred in connection with the same litigation, minus (z) other outside counsel expenses incurred during 2025 of approximately $1.1 million. Total Calculated Payout Levels. The following table reflects the impact of our 2025 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 2025 for the above-mentioned performance measures.
2025 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE
2025 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE
2025 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 Base Salary) under the Applicable Plan | | | | | | Net Profit After Tax (CVB Financial Corp.) | 50% | 20% | 20% | 20% | 20% | | Average Demand Deposits | 10% | 4% | N/A | 4% | N/A | | Average Total Loans (Net) | 0% | 0% | 0% | 0% | 0% | | Noninterest Income | 15% | 6% | N/A | 6% | 6% | | Noninterest (Operating) Expenses | 20% | 8% | 4% | 8% | 6% | | Delinquencies (Quarterly Average) | N/A | N/A | 6% | N/A | N/A | | Nonperforming Loans + REO/Total Loans (Quarterly Average) | N/A | N/A | 2% | N/A | N/A | | Legal Expenses and Recoveries | N/A | N/A | N/A | N/A | 6% | | Total Incentive Award as a % of Salary under Plan | 95% | 38% | 32% | 38% | 38% | | Total Cash Incentive Award | $883,500 | $211,280 | $136,960 | $215,080 | $142,500 |
2025 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE
2025 Plan-based Discretionary Bonus Awards. As described above, the plan-based discretionary bonus component for each of our NEOs, including for Mr. Brager under his CEO Plan, and for each of Messrs. Nicholson, Farnsworth, Harvey and Wohl in their respective ECP Plans, is provided as a separate and additional award opportunity outside of the five objective performance 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, development 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.
2025 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE
| NEO | Maximum 2025 Plan-based Discretionary Bonus Opportunity (percent of base salary) | 2025 Plan-based Discretionary Bonus Percent Awarded | Dollar Value of 2025 Plan-based Discretionary Bonus Award | | David A. Brager | 30% | 28% | $260,400 | | E. Allen Nicholson | 20% | 20% | $111,200 | | David F. Farnsworth | 20% | 20% | $85,600 | | David C. Harvey | 20% | 20% | $113,200 | | Richard H. Wohl | 20% | 20% | $75,000 |
2025 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE
Mr. Brager’s Annual Bonus. Mr. Brager’s incentive compensation and bonus compensation for 2025 consisted of our traditional two components of a metrics-based incentive award and a plan-based discretionary award, pursuant to the financial metrics and subjective criteria respectively set forth in his CEO Plan. Mr. Brager’s 2024 CEO Employment Agreement provides that the target amount of incentive and bonus compensation for Mr. Brager for fiscal year 2025 was a total of 150% of his base salary, with a maximum of up to 180% of base salary. These total percentages, in turn, were divided into two components, with the incentive component targeted at 100% of his base salary up to a maximum of 150%, and the discretionary bonus component targeted at 20% of his base salary up to a maximum of 30%. 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 five financial performance metrics specified in Mr. Brager’s CEO Plan, as enumerated in the preceding Tables, Mr. Brager’s aggregate incentive compensation for 2025 was $883,500. This amount was based on achieving the Level 2 benchmark on three of the five financial metrics, achieving the Level 3 benchmark on one financial metric, and falling short of the Level 1 threshold benchmark on one financial metric. 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 2025, 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 commended Mr. Brager for capably negotiating and orchestrating the Company's proposed merger transaction with Heritage Commerce Corp., which would be the Company's largest acquisition by asset size and would enable Citizens Business Bank to achieve its long-desired strategic objective of expanding into the Bay Area. The Committee further 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. The Committee noted in this regard that, despite the evolving business environment faced by the banking industry during 2025, Mr. Brager succeeded in growing the Company’s annual net income to $209.3 million, while maintaining a distinctively safe and sound financial profile. Crucially, Citizens Business Bank was able to preserve valuable customer relationships, increase its customer deposit base and maintain its strong capital ratios throughout the course of 2025. Equally importantly, CVB Financial Corp. declared its 145th consecutive quarterly dividend and achieved a record 195th consecutive quarter of profitability. Additionally, for 2025, CVB Financial Corp. was ranked 28th on Forbes Magazine's 2026 list of America's Best Banks and by S&P Global Market Intelligence as a Top 50 Best-Performing U.S. Public Bank (including a Top 3 ranking for our deposit franchise), 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 view of the foregoing considerations, the Committee awarded Mr. Brager a plan-based discretionary bonus in the amount of $260,400 for 2025. In summary, Mr. Brager’s aggregate objective incentive award and plan-based discretionary bonus award for 2025 was equal to $1,143,900 which represents a cumulative total of 123% of his base salary in effect as of March 1, 2025. This compared to an aggregate incentive and bonus award of 101% of base salary for 2024 (which amount included a one-time supplemental discretionary bonus). Mr. Nicholson’s Annual Bonus. Mr. Nicholson’s incentive compensation and bonus compensation for 2025 likewise consisted of our traditional two components of a metrics-based incentive award and a plan-based discretionary award, pursuant to the financial metrics and subjective criteria outlined in his ECP Plan. With respect to these two components of his Plan, Mr. Nicholson’s performance measures for 2025 were similar to those of Mr. Brager, except that 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 five financial performance metrics set forth in Mr. Nicholson’s incentive performance plan, as enumerated in the preceding Tables, Mr. Nicholson’s aggregate incentive compensation for 2025 was $211,280. As in the case of Mr. Brager, this amount was based on achieving the Level 2 benchmark on three of the five financial metrics, achieving the Level 3 benchmark on one financial metric, and falling short of the Level 1 threshold benchmark on one financial metric. For the second component, in calculating the plan-based discretionary bonus to be paid to Mr. Nicholson for 2025, the Compensation Committee complimented Mr. Nicholson for his critical role in helping Mr. Brager negotiate and analyze the financial aspects of the Company's proposed merger with Heritage Commerce Corp., including Mr. Nicholson's oversight of due diligence on numerous and complex compensation and benefit plan issues. In addition, the Committee recognized Mr. Nicholson’s continuing work to improve the decision support qualities of the Company’s internal financial reporting and forecasting processes, ensuring the integrity of the public financial statements and reports filed by CVB Financial Corp., enhancing the Company's liquidity and interest rate risk management 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. The Committee further noted that Mr. Nicholson had played a leading role in overseeing the Company’s safe and sound balance sheet profile, including managing the Company’s asset-liability sensitivity, ongoing liquidity requirements and the restructuring of portions of the Company’s bond investment portfolio. In view of these considerations, the Compensation Committee approved a plan-based discretionary bonus of $111,200 for Mr. Nicholson (which represents 20% of his base salary in effect as of March 1, 2025). In summary, the Compensation Committee awarded Mr. Nicholson an aggregate objective incentive award and plan-based discretionary bonus award of $322,480 for 2025, which represents a cumulative total of 58% of his base salary in effect as of March 1, 2025. This compared to an aggregate incentive and bonus award of 42% of base salary for 2024. Mr. Farnsworth’s Annual Bonus. Mr. Farnsworth’s incentive and bonus compensation for 2025 was similarly comprised of two components, namely, a metrics-based incentive award and a plan-based discretionary bonus, in accordance with the financial metrics and subjective criteria set forth in his ECP Plan.
2025 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE
With respect to these two components of his Plan, 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 five financial performance metrics set forth in Mr. Farnsworth’s incentive performance plan, as enumerated in the preceding Tables, Mr. Farnsworth’s aggregate incentive compensation for 2025 was $136,960. This amount was based on achieving the Level 1 benchmark on one of the five financial metrics, achieving the Level 2 benchmark on two of the five financial metrics, achieving the Level 3 benchmark on one of the five financial metrics, and falling short of the Level 1 threshold on one financial metric. For the second component, in calculating the plan-based discretionary bonus to be paid to Mr. Farnsworth for 2025, the Compensation Committee recognized the critical role that Mr. Farnsworth and his team in the Credit Management Department played in conducting extensive due diligence on the loan portfolio of Heritage Bank of Commerce in connection with Citizen's Business Bank's proposed merger with that entity. Additionally, the Committee highlighted the fact that, over the course of 2025, Citizens Business Bank's delinquent and non-performing loans had declined significantly to historically low levels. Lastly, the Committee noted Mr. Farnsworth’s leadership in promoting the sales-credit partnership throughout Citizens Business Bank’s geographic footprint, including continued implementation during 2025 of electronic loan processing across all of Citizens Business Bank’s geographic sales regions. In view of these considerations, the Compensation Committee approved a plan-based discretionary bonus of $85,600 for Mr. Farnsworth (which represents 20% of his base salary in effect as of March 1, 2025). As a result of this mix of accomplishments, the Compensation Committee awarded Mr. Farnsworth an aggregate objective incentive award and plan-based discretionary bonus award equal to $225,560 for 2025, which represents a cumulative total of 52% of his base salary in effect as of March 1, 2025. This compared to an aggregate incentive and bonus award of 34% of base salary for 2024. Mr. Harvey’s Annual Bonus. Mr. Harvey’s incentive compensation and bonus compensation for 2025 likewise consisted of our traditional two components of a metrics-based incentive award and a plan-based discretionary award, pursuant to the financial metrics and subjective criteria outlined in his ECP Plan. With respect to these two components of Mr. Harvey’s Plan, 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 five financial performance metrics set forth in Mr. Harvey’s incentive performance plan, as enumerated in the preceding Tables, Mr. Harvey’s aggregate incentive compensation for 2025 was $215,080. This amount was based on achieving the Level 2 benchmark on three of the five financial metrics, achieving the Level 3 benchmark on one financial metric, and falling short of the Level 1 threshold benchmark on one financial metric. For the second component, in calculating the plan-based discretionary bonus to be paid to Mr. Harvey for 2025, the Compensation Committee recognized Mr. Harvey’s leadership in coordinating the Company's due diligence on the operating platform, deposit franchise and information technology infrastructure of Heritage Bank of Commerce in connection with Citizen's Business Bank's proposed merger with that entity, as well as Mr. Harvey's taking charge of planning for the crucial systems and customer conversion process once the proposed merger transaction is completed. The Committee also commended Mr. Harvey for helping Citizens Business Bank to continue to develop a diverse and effective array of business banking products, including in the cash management and treasury product areas, to effectively manage the Company’s critical ongoing technology projects, and to develop and enhance Citizens Business Bank’s customer service platform, as part of demonstrating effective leadership over his department’s wide-ranging functions. In this regard, the Committee specifically noted Mr. Harvey's role in implementing a more sophisticated set of fraud prevention tools, which in turn served to appreciably lower fraud-related losses for Citizens Business Bank and its customers during 2025. In view of these considerations, the Committee approved a plan-based discretionary bonus of $113,200 for Mr. Harvey (which represents 20% of his base salary in effect as of March 1, 2025). As a result of the combination of these items, the Compensation Committee awarded Mr. Harvey an aggregate objective incentive award and plan-based discretionary bonus award equal to $328,280 for 2025, which represents a cumulative total of 58% of his base salary in effect as of March 1, 2025. This compared to an aggregate incentive and bonus award of 42% of base salary for 2024. Mr. Wohl’s Annual Bonus. Mr. Wohl’s incentive and bonus compensation for 2025 was also comprised of two components, namely, a metrics-based incentive award and a plan-based discretionary bonus, in accordance with the financial metrics and subjective criteria set forth in his ECP Plan. With respect to these plan-based 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
2025 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE
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, as enumerated in the preceding Tables, Mr. Wohl’s aggregate incentive compensation for 2025 was $142,500. This amount was based on achieving the Level 2 benchmark on two of the five financial metrics and the Level 3 benchmark on two financial metrics, and falling short of the Level 1 benchmark on his one remaining financial metric. For the second component, in calculating Mr. Wohl’s plan-based discretionary bonus compensation for 2025, the Compensation Committee commended Mr. Wohl for his legal acumen in working with the Company's outside litigation counsel to obtain a notable $6.0 million settlement payment from another financial institution, in connection with a long-running trade secrets lawsuit, and for his efforts in helping the Company to negotiate and document its merger agreement with Heritage Commerce Corp. In addition, the Committee recognized 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 Legal Department. 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. In view of these considerations, the Compensation Committee approved a plan-based discretionary bonus for Mr. Wohl in the amount of $75,000 (which represents 20% of his base salary in effect as of March 1, 2025). As a result of the combination of these items, the Compensation Committee awarded Mr. Wohl an aggregate objective incentive award and plan-based discretionary bonus equal to $217,500 for 2025, which represents a cumulative total of 58% of his base salary in effect as of March 1, 2025. This compared to an aggregate incentive and bonus award of 39% of base salary for 2024. Incentive and Bonus Compensation for our NEOs for 2026. The Compensation Committee continues to review the annual incentive and bonus compensation arrangements for its named executive officers. Effective for fiscal year 2026, 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 2026, 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 “2025 Plan-based Discretionary Bonus Awards” above.
Equity-Based Compensation
Equity-Based Compensation All equity awards made by the Compensation Committee during our 2025 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, while also considering how each type of award incentivizes 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. Equity Incentive Grant Practices. 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 2025,” (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 2025, our Compensation Committee decided to maintain several key “best practices” originally adopted in 2020 in connection with the Company’s 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-based 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. Pursuant to Item 402(x)(1) of SEC Regulation S-K, we do not grant stock options, SARs or similar option-like instruments in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition, we do not grant stock options, SAR’s or similar option like instruments during periods in which there is material nonpublic information about our Company, including (i) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to restricted stock, restricted stock units, performance units, or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. If stock options are granted by the Company, they are granted with an exercise price equal to the closing market price of our common stock on the date of grant. The Compensation Committee has not granted any stock options, SARs or similar option like instruments to any of our NEOs since 2016, including no such grants having been made within the Company’s most recently completed fiscal year. The Committee has, on occasion, awarded stock options to officers below the level of our NEOs, primarily at the time when our annual equity grants are made to officers at this level, which in recent years has typically occurred during the month of March, or, less frequently, in connection with the hiring of a new officer. CVB Financial Corp.’s Board of Directors has designated the Company’s CEO, Mr. Brager, as a Plan Administrator under our 2018 Equity Incentive Plan, and has delegated to him the authority to make equity grants to associates who are not executive officers of restricted stock or options on shares of CVB Financial Corp., in amounts up to 5,000 shares for any individual award, subject to reporting any and all such grants to the Compensation Committee at its next scheduled meeting. Additionally, 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 PRSUs vest and 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 2025. As noted above in the section of this proxy statement on “Compensation Arrangements with our President and Chief Executive Officer,” Mr. Brager received an equity award of 39,802 Time RSUs and 39,802 PRSUs (target number of shares), on January 22, 2025, as his aggregate equity grant for the Company’s 2025 fiscal year. Mr. Brager's equity grant for 2025 was made pursuant to the terms of his 2024 CEO Employment
Equity-Based Compensation
Agreement, which provides for Mr. Brager to receive an annual equity grant with a dollar value of shares equal to 180% of his annualized base salary for the immediately preceding year. The Committee’s grant to Mr. Brager for a total of 79,604 shares of PRSUs (at target number of shares) and Time RSUs for 2025 equated to a dollar value of approximately $1,647,000, at the closing price for the Company’s shares of $20.69 on the grant date of January 22, 2025, as compared to Mr. Brager's base salary for the immediately preceding year of $915,000. The specific criteria and performance measurement period applicable to Mr. Brager’s grant of PRSUs for 2025 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 2025 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 2025. Messrs. Nicholson, Harvey, Farnsworth and Wohl each received equity grants of restricted stock units on January 22, 2025 for the Company’s 2025 fiscal year. For Mr. Nicholson and Mr. Harvey, the restricted stock units are for 25,906 shares, divided equally between PRSUs (12,953 target shares) and Time RSUs (12,953 shares). For Mr. Farnsworth and Mr. Wohl, the restricted stock units are for 19,914 shares and 17,448 shares, respectively, split equally between PRSUs (at target number of shares) and Time RSUs. For our NEOs other than Mr. Brager, their annual equity grants are generally targeted at a dollar value of shares equal to 100% of the applicable NEO's annualized base salary for the immediately preceding year. The PRSUs awarded to Messrs. Nicholson, Harvey, Farnsworth and Wohl are subject to the identical performance criteria and performance measurement period as are applied to Mr. Brager’s 2025 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 2025, such PRSUs are scheduled to vest on the three-year anniversary of their January 22, 2025 grant date, based on the financial performance of the Company during a three-year performance consisting of the Company’s 2025, 2026 and 2027 fiscal years (the “Performance Period”). The PRSUs are subject to two performance targets, each of which is 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. The target number of shares under the PRSU grants would be vested on January 22, 2028 if the Company achieves the 50th percentile performance on both the Relative ROATCE and Relative ROAA measures over the Performance Period. The actual number of shares earned under the PRSU grants is subject to adjustment on a linear basis, plus or minus a maximum of 25% of the target number of shares (i.e., up to 125% or down 75% of the target number of shares), for (x) performance above the 50th percentile up to the 75th percentile (with no additional shares to be awarded for performance above the 75th percentile) and (y) performance below the 50th percentile down to the 25th percentile (with no shares to be awarded for performance below the 25th percentile) as follows:
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% |
Equity-Based Compensation
By way of example, using Mr. Brager’s PRSU grant for 2025 of 39,802 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 37,812 (95% x 39,802 share target), which is the mathematical calculation rounded up or down to the nearest whole share. Equity Compensation for our NEOs for 2026. As will be further explained in our proxy statement for our 2027 annual meeting of shareholders, all equity grants awarded to our NEOs for 2026, 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.
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. Additionally, on January 14, 2025, the Department of the Treasury and the Internal Revenue Service (IRS) issued proposed regulations under Section 162(m) intended to implement amendments to Section 162(m) made by the American Rescue Plan Act of 2021. The proposed regulations provide clarity on the application of the deduction limit for compensation paid to a broader group of covered employees. Notably, “covered employee” was formerly limited to a public company's five executive officers, plus former covered executive officers. By contrast, under the expanded definition, the next five highest-compensated employees are included, even if they are not executive officers, do not work directly for the publicly held corporation, or were employed for only part of the year. If finalized by the Department of the Treasury and IRS, the changes are set to take effect for taxable years beginning after December 31, 2026 (or the date the final regulations are published in the Federal Register, if later). 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 $1 million annually, even though some compensation awards may result in non-deductible compensation expenses. Therefore, the Committee has approved bonus compensation and equity grants for our NEOs that may not be fully deductible because of the Section 162(m) limitation and may approve other compensation that is not deductible for income tax purposes. The Compensation Committee will continue to modify our compensation practices and programs as necessary to maintain our ability to attract and retain key executives while taking into account the tax deductibility of our compensation programs. The Committee has retained the flexibility, however, to pay compensation that is not deductible for tax purposes, because it believes that doing so permits it to take into consideration factors that are consistent with good corporate governance, retention of key executives, and the best interests of our shareholders.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth the compensation awarded to, earned by or paid for services and received by our five NEOs, Messrs. Brager, Nicholson, Farnsworth, Harvey and Wohl, who served as NEOs for the last three fiscal years ended December 31, 2025, 2024 and 2023.
SUMMARY COMPENSATION TABLE
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($)(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 ($) | All Other Comp. ($)(6) | Total ($) | | David A. Brager | 2025 | 928,846 | 260,400 | 1,647,007 | - | 883,500 | - | 83,812 | 3,803,565 | | President and CEO of the Company and the Bank | 2024 | 879,039 | 237,900 | 1,237,496 | - | 686,250 | - | 76,530 | 3,117,215 | | | 2023 | 824,039 | 681,000 | 1,200,005 | - | 61,875 | - | 71,720 | 2,838,638 | | E. Allen Nicholson | 2025 | 554,462 | 111,200 | 535,995 | - | 211,280 | - | 56,191 | 1,469,128 | | EVP, Chief Financial Officer | 2024 | 535,385 | 107,200 | 520,014 | - | 117,920 | - | 48,425 | 1,328,943 | | of the Company and the Bank | 2023 | 519,231 | 194,000 | 499,994 | - | 52,000 | - | 48,654 | 1,313,879 | | David F. Farnsworth | 2025 | 426,769 | 85,600 | 412,021 | - | 136,960 | - | 48,608 | 1,109,958 | | EVP, Chief Credit Officer of the Bank | 2024 | 411,539 | 82,400 | 399,985 | - | 57,680 | - | 44,183 | 995,786 | | | 2023 | 399,310 | 138,000 | 380,013 | - | 56,000 | - | 44,091 | 1,017,414 | | David C. Harvey | 2025 | 564,462 | 113,200 | 535,995 | - | 215,080 | - | 71,052 | 1,499,789 | | EVP, Chief Operating Officer of the Bank | 2024 | 545,464 | 109,200 | 520,014 | - | 120,120 | - | 67,172 | 1,361,971 | | | 2023 | 529,310 | 196,000 | 499,994 | - | 53,000 | - | 61,254 | 1,339,559 | | Richard H. Wohl | 2025 | 374,003 | 75,000 | 360,999 | - | 142,500 | - | 48,594 | 1,001,096 | | EVP, General Counsel of the Company and the Bank | 2024 | 360,657 | 68,590 | 349,991 | - | 72,200 | - | 41,424 | 892,862 | | | 2023 | 349,310 | 125,000 | 330,009 | - | 31,500 | - | 41,718 | 877,537 |
SUMMARY COMPENSATION TABLE
(1) These are the base salary amounts paid to each of our NEOs for each of the years indicated. (2) The amounts shown in column (d) for 2025 and 2024 reflect the plan-based discretionary awards made to each of our NEOs pursuant to their respective 2025 and 2024 Performance Compensation Plans. For 2023, the amounts shown in column (d) reflect the plan-based discretionary awards made to each of our NEOs pursuant to their respective 2023 Performance Compensation Plans, plus a supplemental discretionary bonus made to each of our NEO’s, as described in the section of our 2024 proxy statement on “2023 Supplemental Discretionary Bonus Awards.” (3) For our 2025 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 2025, 2024 and 2023, 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 2025 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 22, 2025, which was $20.69. The amounts reflected in the table correspond to our accounting expense and do not correspond to actual value that will be realized by the NEOs. For additional information on valuation assumptions in connection with our equity grants, refer to the Note on “Stock Option Plans and Restricted Stock Awards” in the financial statements filed with our Annual Report on Form 10-K for the respective year end. (5) The amounts shown in column (g) for 2025 reflect the incentive compensation awards made to each of our NEOs, pursuant to the objective factors enumerated in their respective 2025 Performance Compensation Plans, as set forth in the 2025 Table of Performance Measures and Payout Levels provided above in the section of this proxy statement on “Annual Performance Compensation Plans” and the subsection on “2025 Executive Incentive Awards.” (6) The components for the amounts shown in column (i) for each of our NEOs for 2025 are set forth below in the “All Other Compensation Table.”
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following Table lists the outstanding equity awards for our named executive officers who had outstanding equity awards at December 31, 2025. All of the awards have been adjusted for stock dividends and stock splits declared by CVB Financial Corp. since the grant date, if any.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | | | | | 39,802(2) | 740,317 | 49,753(5) | 925,406 | | | | | | | 21,734(3) | 404,252 | 40,750(6) | 757,950 | | | | | | | 8,272(4) | 153,859 | 31,108(7) | 578,609 | | E. Allen Nicholson | 6,000 | | 16.62 | 6/22/2026 | 12,953(2) | 240,926 | 16,191(5) | 301,153 | | | | | | | 9,133(3) | 169,874 | 17,124(6) | 318,506 | | | | | | | 3,447(4) | 64,114 | 12,924(7) | 240,386 | | David F. Farnsworth | | | | | 9,957(2) | 185,200 | 12,446(5) | 231,496 | | | | | | | 7,025(3) | 130,665 | 13,171(6) | 244,981 | | | | | | | 2,620(4) | 48,732 | 9,823(7) | 182,708 | | David C. Harvey | | | | | 12,953(2) | 240,926 | 16,191(5) | 301,153 | | | | | | | 9,133(3) | 169,874 | 17,124(6) | 318,506 | | | | | | | 3,447(4) | 64,114 | 12,924(7) | 240,386 | | Richard H. Wohl | | | | | 8,724(2) | 162,266 | 10,905(5) | 202,833 | | | | | | | 6,147(3) | 114,334 | 11,525(6) | 214,365 | | | | | | | 2,276(4) | 42,334 | 8,530(7) | 158,658 |
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 31, 2025, which was $18.60, and the applicable number of shares underlying such awards. (2) One-third of the unvested shares vest on each January 22, 2026, 2027 and 2028. (3) One-half of the unvested shares vest on each January 24, 2026 and 2027. (4) The unvested shares vest on January 25, 2026. (5) The unvested shares, reflected at maximum award levels, are scheduled to vest on January 22, 2028, 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 2025 performance results exceeding target levels for both of the two specified performance measures. (6) The unvested shares, reflected at maximum award levels, are scheduled to vest on January 24, 2027, 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 2024 and 2025 performance results exceeding target levels for both of the two specified performance measures. (7) This PRSU award, which was unvested at December 31, 2025, vested on January 25, 2026 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 2023-2025, pursuant to the criteria set forth above in the section of this proxy statement on "PRSU Performance Criteria and Measurement Period."
OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2025 TABLE
OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2025 TABLE The following table lists option exercise and restricted stock vested during the year-ended December 31, 2025.
OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2025 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 ($)(2) | | David A. Brager | - | - | 52,943 | 1,062,031 | | E. Allen Nicholson | - | - | 26,222 | 524,563 | | David F. Farnsworth | - | - | 20,777 | 415,424 | | David C. Harvey | - | - | 26,222 | 524,563 | | Richard H. Wohl | - | - | 15,265 | 304,520 |
OPTION EXERCISES AND RESTRICTED STOCK VESTED IN 2025 TABLE
(1) Represents the product of the number of shares acquired on option exercise (if any) and the difference between the closing price of our common stock on the exercise date and the option exercise price. (2) Represents the product of the number of shares acquired on vesting and the closing price of our common stock on the vesting date.
NONQUALIFIED DEFERRED COMPENSATION TABLE
NONQUALIFIED DEFERRED COMPENSATION TABLE
NONQUALIFIED DEFERRED COMPENSATION TABLE
| (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($)(2)(3) | | David A. Brager | 296,292 | | 219,148 | | 2,387,835 | | E. Allen Nicholson | 51,345 | | 123,503 | | 1,418,954 | | David F. Farnsworth | 28,016 | | 16,302 | | 120,041 | | David C. Harvey | 125,242 | | 99,837 | | 709,011 |
NONQUALIFIED DEFERRED COMPENSATION TABLE
(1) These amounts relate to compensation that is reported in the Summary Compensation Table for 2025 above. (2) Column (d) reflects 2025 earnings on deferred compensation in column (b) (or negative earnings if the measurement funds decreased in value) and is included in the combined deferred compensation balance as of December 31, 2025 in column (f) for the named executive officer under our 2007 DCP and 2020 DCP, as applicable. The amounts reported in this column did not include any above-market or preferential earnings and were not reported as compensation in the Summary Compensation Table above. (3) Of the amount included in column (f) for Mr. Brager, $665,215 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, $304,483 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. Farnsworth, $66,540 represents aggregate contributions that were reported as compensation to Mr. Farnsworth in the Company’s Summary Compensation Table for prior years. Of the amount included in column (f) for Mr. Harvey, $247,969 represents aggregate contributions that were reported as compensation to Mr. Harvey in the Company’s Summary Compensation Table for prior years.
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 As noted above in the separate sections of this proxy statement on “Compensation Arrangements with our President and Chief Executive Officer” and “Compensation Arrangements with our Other Named Executive Officers,” we have entered into (i) the 2024 CEO Employment Agreement with our President and CEO, Mr. Brager, and (ii) the 2024 NEO Employment Agreements with each of our other NEOs, Messrs. Nicholson, Farnsworth, Harvey and Wohl, respectively (collectively, the “Employment Agreements”). The 2024 CEO Employment Agreement, on the one hand, and each of the 2024 NEO Employment Agreements, on the other hand, contain severance compensation arrangements whose terms are similar in the event of a change of control of the Company, the death or disability of the executive, or a termination with cause, but whose terms vary in the event of a termination of the executive without cause, in each instance as further described below. In the case of our CEO and each of our other NEOs, if his employment is terminated without cause by the Company or its successor entity within one year following the occurrence of a “change in control” (as such term is commonly defined in the Employment Agreements), or within 180 days prior to a change in control of CVB Financial Corp. or Citizens Business Bank, or if the CEO or such NEO resigns his employment for “good reason” (as such term is also commonly defined in the Employment Agreements) within one year following a change in control, he 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 (2x) his annual base salary for the last calendar year immediately preceding the change in control, plus (y) two times (2x) 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 the affected NEO 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 the occurrence of a change in control, with or without the CEO's or applicable NEO’s termination, (a) the CEO's and such NEO’s unvested Time RSUs and any options or restricted shares would vest immediately and (b) such NEO’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. In the case of our CEO and each of our other NEOs, if his employment is terminated in connection with the affected NEO’s death or disability, the CEO or affected NEO would receive the death and disability benefits that he is entitled to be paid under Citizens Business Bank’s associate insurance plans. Furthermore, in the event that our CEO or one of our NEOs dies or becomes permanently disabled during his tenure as our CEO or one of the Company’s NEOs, respectively, the CEO's or affected NEO’s unvested stock options, Time RSUs and PRSUs would vest in full, with the PRSUs to vest at the target number of shares established in the applicable equity grant. Under the common terms of our Employment Agreements, if our CEO or one of our NEOs 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. In the case of Mr. Brager, by virtue his unique role as our President and CEO, his potential termination payments are triggered by an additional set of circumstances as provided in his 2024 CEO Employment Agreement. Specifically, if Mr. Brager’s employment is terminated without cause (other than in connection with a “change in control” as defined in his 2024 CEO 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 (2x) his then-current annual base salary plus (y) two times (2x) 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. Under the terms of each executive's respective Employment Agreement, the receipt by Mr. Brager of additional payments in connection with his termination without cause, or the receipt by any of our NEOs (including Mr. Brager) of additional payments in connection with a change in control, would be conditioned upon such executive’s (i) execution of a general waiver and release agreement in favor of CVB Financial Corp. and Citizens Business Bank, (ii) agreement to specified restrictions on the use of the Company’s confidential information, and (iii) agreement not to solicit any customers or fellow employees of Citizens Business Bank for a period of one year following his termination of employment. 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. The Compensation Committee believes these change in control provisions in our 2024 CEO Employment Agreement and our 2024 NEO Employment Agreements, respectively, 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, 2025, and thus is based upon amounts earned and the contractual provisions applicable 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
Potential Payments to our Named Executive Officers Upon Termination or Change in Control
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.
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE OR CHANGE IN CONTROL 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, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE OR CHANGE IN CONTROL
| Name | Cash Severance Arrangements/ Compensation ($) | Acceleration of Unvested Options, Stock Awards and Any Incentive Cash Awards ($) | Total Benefits ($) | | David A. Brager | | | | | Voluntary Termination or Retirement(1) | | | | | Involuntary Termination (other than For Cause) | 3,928,050(2) | | 3,928,050 | | Involuntary Termination (For Cause) | | | | | Termination in Connection with a Change in Control | 3,997,327(3) | 3,210,474(4) | 7,207,801 | | Change in Control without Termination | | 3,210,474(4) | 3,210,474 | | Death or Disability(5) | | 3,106,628(5) | 3,106,628 | | 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 | 1,728,877(3) | 1,206,234(4) | 2,935,111 | | Change in Control without Termination | | 1,206,234(4) | 1,206,234 | | Death or Disability(5) | | 1,162,965(5) | 1,162,965 | | 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 | 1,282,306(3) | 924,830(4) | 2,207,136 | | Change in Control without Termination | | 924,830(4) | 924,830 | | Death or Disability(5) | | 891,944(5) | 891,944 | | 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 | 1,758,877(3) | 1,206,216(4) | 2,965,093 | | Change in Control without Termination | | 1,206,216(4) | 1,206,216 | | Death or Disability(5) | | 1,162,946(5) | 1,162,946 | | 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 | 1,158,698(3) | 645,911(4) | 1,804,609 | | Change in Control without Termination | | 645,911(4) | 645,911 | | Death or Disability(5) | | 617,353(5) | 617,353 |
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT TABLE OR CHANGE IN CONTROL
(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. (2) Pursuant to Mr. Brager's 2024 CEO Employment Agreement, this amount represents the sum of (i) two times Mr. Brager's annualized rate of base salary compensation in effect at December 31, 2025 and (ii) two times the average of Mr. Brager's annual aggregate bonuses for 2024 and 2025. (3) For each of our individual NEOs, this amount represents the sum of (i) two times his annual rate of base salary compensation for 2025, (ii) two times the average of his annual aggregate bonuses for 2024 and 2025 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 affected NEO and his dependents, as determined under the then-applicable health care continuation provisions of COBRA. These amounts represent (i) the sum of (w) the number of shares of unvested Time RSUs that each individual held on December 31, 2025, (x) the number of shares of unvested PRSUs granted in 2023 (assuming vesting based on performance results for 2023, 2024 and 2025) that each individual held on December 31, 2025, (y) the number of shares of unvested PRSUs granted in 2024 (assuming vesting based on performance results for 2024 and 2025) that each individual held on December 31, 2025 and (z) the number of shares of unvested PRSUs granted in 2025 (assuming vesting at target award levels) that each individual held on December 31, 2025, times (ii) the closing price of the Company’s shares on December 31, 2025, which was $18.60. 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 our CEO and NEO Employment Agreements, in the event that any of our NEOs die or becomes permanently disabled during his tenure with the Company as a NEO, such NEO'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.
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 2025, the annual total compensation of our median employee other than our CEO was $85,435. 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 2025, the annual total compensation for our CEO for pay ratio calculation purposes was $3,803,565, as set forth in the Summary Compensation Table above. Accordingly, for 2025, the ratio of our CEO’s compensation to the median employee’s compensation was 44.5 to 1. We believe that the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee as of December 31, 2025 from our entire workforce on such date of approximately 1,079 full-time and part-time employees (including any temporary and seasonal employees employed on such date) based upon stated compensation from their Form W-2s for the period from January 1, 2025 to December 31, 2025, without any adjustment for part-time status or partial year worked. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, presented below is the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, see the section of this proxy statement on “Compensation Discussion and Analysis.”
PAY VS. PERFORMANCE TABLE FOR 2021-2025
PAY VS. PERFORMANCE TABLE FOR 2021-2025
PAY VS. PERFORMANCE TABLE FOR 2021-2025
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to 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 Tangible Common Equity(4) (%) | | 2025 | 3,803,565 | 3,601,561 | 1,269,993 | 1,167,995 | 116.42 | 152.71 | 209,298,000 | 14.28 | | 2024 | 3,117,215 | 3,480,865 | 1,144,891 | 1,284,568 | 128.58 | 143.38 | 200,716,000 | 14.95 | | 2023 | 2,838,638 | 2,290,144 | 1,137,097 | 909,251 | 114.93 | 126.66 | 221,435,000 | 18.48 | | 2022 | 2,912,636 | 3,605,442 | 1,198,947 | 1,480,390 | 140.86 | 127.17 | 235,425,000 | 18.85 | | 2021 | 2,635,810 | 2,878,889 | 1,049,796 | 1,062,332 | 113.58 | 136.64 | 212,521,000 | 15.93 |
PAY VS. PERFORMANCE TABLE FOR 2021-2025
(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our other 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:
PAY VS. PERFORMANCE TABLE FOR 2021-2025
| | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Amount for PEO David A. Brager | 3,803,565 | 3,117,215 | 2,838,638 | 2,912,636 | 2,635,810 | | (-) Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | (1,647,007) | (1,237,496) | (1,200,005) | (959,469) | (863,835) | | (+) Fair Value of Equity Awards Granted during the Year that Remain Unvested as of Year-End | 1,480,616 | 1,395,932 | 1,001,989 | 1,099,525 | 927,053 | | (+) Fair Value of Equity Awards Granted during the Year that Vested during the Year | - | - | - | - | - | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | (141,804) | 199,473 | (249,059) | 415,408 | 81,016 | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that Vested during the Year | (38,119) | (112,931) | (205,097) | 42,851 | 33,181 | | (-) Prior Year-End Fair Value of Awards that were Forfeited during the Year | - | - | - | - | - | | (+) Dividends Paid or Accrued on Unvested Awards during the Year | 144,309 | 118,672 | 103,677 | 94,492 | 65,664 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table(2) | - | - | - | - | - | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans(2) | - | - | - | - | - | | Compensation Actually Paid for PEO | 3,601,561 | 3,480,865 | 2,290,144 | 3,605,442 | 2,878,889 |
PAY VS. PERFORMANCE TABLE FOR 2021-2025
| | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Average Summary Compensation Table Amount for NEOs | 1,269,993 | 1,144,891 | 1,137,097 | 1,198,947 | 1,049,796 | | (-) Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | (461,253) | (447,501) | (427,503) | (418,504) | (365,789) | | (+) Fair Value of Equity Awards Granted during the Year that Remain Unvested as of Year-End | 374,097 | 504,794 | 356,959 | 479,594 | 296,015 | | (+) Fair Value of Equity Awards Granted during the Year that Vested during the Year | - | - | - | - | - | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | (46,899) | 82,928 | (112,304) | 161,156 | 28,937 | | (+ or -) Change in Fair Value of Awards Granted in Prior Years that Vested during the Year | (15,567) | (46,574) | (87,142) | 20,273 | 27,867 | | (-) Prior Year-End Fair Value of Awards that were Forfeited during the Year | - | - | - | - | - | | (+) Dividends Paid or Accrued on Unvested Awards during the Year | 47,624 | 46,030 | 42,143 | 38,924 | 25,507 | | 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 | 1,167,995 | 1,284,568 | 909,251 | 1,480,390 | 1,062,332 |
PAY VS. PERFORMANCE TABLE FOR 2021-2025
| | 2025 | 2024 | 2023 | 2022 | 2021 | | 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 | 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 |
PAY VS. PERFORMANCE TABLE FOR 2021-2025
The Company does not maintain, and has not maintained, any defined benefit or actuarial pension plans during the five-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)).
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, 2025:
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid (“CAP”) to our PEO and the average of the compensation actually paid to our other 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