CVB FINANCIAL CORP

For the period ended May 21, 2025. Filed Apr 8, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2025 · Filed Apr 8, 2025

CVBF$22.74-0.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:
Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Rule 14a-12

CVB FINANCIAL CORP.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐	Fee paid previously with preliminary materials.

OTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, MAY 21, 2025

To Our Shareholders:

The 2025 annual meeting of shareholders of CVB Financial Corp. will be held at 8:00 a.m. local time at CVB Financial Corp.’s Corporate Headquarters, 701 North Haven Avenue, Ontario, CA 91764, on Wednesday, May 21, 2025.We will hold our annual meeting in person. In addition, we are planning to provide interested shareholders, members of our Board of Directors and our team members, as a courtesy, the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently. There will be no food or refreshments provided at this meeting.The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 21, 2025). To join the audio call please dial 1 (833) 630-1956. Questions will be permitted in person and, as a courtesy, when prompted by the moderator for audio participants. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 a.m. PDT on May 28, 2025. To access the replay, please dial 1 (877) 344-7529, access code 5400593.Please note that, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present at our annual meeting for purposes of California law, you should either (i) vote in advance by internet, telephone or return of your proxy card, or (ii) vote in person by attending the annual meeting at its designated location. Listening to the proceedings by audio conference call will not constitute attendance for legal purposes. We will not have the ability to accept or change any shareholder votes on the audio call.	At our annual meeting, we will ask you to act on the following matters:
1.	Election of Directors. Elect eight (8) persons to the Board of Directors to serve for a term of one year and until their successors are elected and qualified. The following eight persons are our nominees:
George A. Borba, Jr.	Jane Olvera Majors
David A. Brager	Raymond V. O’Brien III
Stephen A. Del Guercio	Hal W. Oswalt
Anna Kan	Kimberly Sheehy
2.	Advisory Compensation Vote. Approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2024 (“Say-On-Pay”).
3.	Ratification of Appointment of Independent Registered Public Accountants. Ratify the appointment of KPMG LLP as our independent registered public accountants for 2025.
4.	Other Business. Transact any other business that properly comes before the meeting.
If you were a shareholder of record at the close of business on March 28, 2025, you may vote at the annual meeting or at any postponement or adjournment of the meeting.

By Order of the Board of Directors

Michelle L. EduAssistant Vice President and Corporate SecretaryDated: April 9, 2025

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders:This Proxy Statement, our 2024 Annual Report and our Annual Report on Form 10-K for the fiscal year 2024 are available online on the internet at: https://investors.cbbank.com/annual-meeting.IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO PLEASE VOTE BY INTERNET OR TELEPHONE, OR TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING. IF YOU DO ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE IN PERSON.IF YOU RECEIVED A PAPER COPY OF THIS PROXY STATEMENT AND A PROXY CARD, PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.

TABLE OF CONTENTS

I.	PROXY STATEMENT SUMMARY ANDGENERAL INFORMATION	1			Compensation Committee	37
			Compensation Committee Interlocks and Insider Participation	38
	PROXY STATEMENT SUMMARY	2
	GENERAL INFORMATION	3			Certain Relationships and Related Person Transactions	38
	Who We Are	3
	Our Five Core Values	3		Policies and Procedures for Approving Related Person Transactions	38
	Board Oversight and Structure	3
	Our Executive Officers	4		Annual Board and Committee Self-Evaluation Process	39
	Overview of our Financial and OperatingPerformance in 2024	4
Director Compensation	40
	CVB Financial Corp. Percentile Rank vs.Peers on Key Performance Indicators	5			Table on Outside Director Compensationfor 2024	41
	Our Social Measures	5			Communications with the Board of Directors	42
	Key Elements of Diversity	8
	Environmental Measures	13		III.	PROPOSAL NO. 2:	43
	Shareholder Engagement	16		ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION	43
	Who are the Largest Owners of CVB Financial Corp.'s Stock?	17
			Compensation Discussion and Analysis –General Information	44
	How Much Stock do CVB Financial Corp.'s Directors and Executive Officers Own?	18
		2024 Compensation Program Overview	44
Delinquent Section 16(a) Reports	19		Philosophy and Objectives of Our Executive Compensation Program
	Questions and Answers About the AnnualMeeting and Voting	20			46
			Compensation Clawback Policy	47
					Summary of Components of Executive Compensation	48
II.	PROPOSAL NO. 1:	23
	ELECTION OF DIRECTORS	23		Methodologies for Establishing ExecutiveCompensation	50
	Voting for Director Nominees	23
	Nomination of Director Candidates	23			Role of Our Compensation Consultants	51
	The Nominees	24		Peer Group Criteria and Composition for 2024	51
	Director Skills and Experience Matrix	29			Peer Group Criteria and Composition Table	52
	Corporate Governance Principles	30			Compensation Arrangements with our President and Chief Executive Officer	53
	Board Risk Oversight	30
	Board Nominations of Director Candidates	31			Compensation Arrangements with our OtherNamed Executive Officers	55
	Shareholder Nominations of DirectorCandidates and Other Proposals	31
			Compensation Discussion and Analysis - Discussion of 2024 Named Executive Officers'Compensation Program	57
	Director Tenure, Age and Diversity	33
	Board Diversity Matrix	34
	Director Independence	34			Base Salary	57
	Executive Sessions	34			Annual Performance Compensation Plans(Incentive Compensation and Plan-BasedDiscretionary Bonus Amounts)	57
	Director Stock Ownership Guidelines	34
	Policy on Insider Trading, Pledging andHedging of Company Equity Securities by Directors, Officers and Employees	35
			Table of 2024 Performance Measures andCorresponding Bonus Percentages	60
	Timining of Equity Grants	35		Table of 2024 Performance Measures andPerformance Levels Achieved	61
	Director Attendance at Board Meetings andAnnual Shareholders Meeting	36
		Table of 2024 Payout Levels by Performance Measure	62
	Committees of the Board of Directors	36
	Audit Committee	36			Plan-Based Discretionary BonusPercentages and Amounts	63
	Nominating and Corporate Governance Committee	37

pagei

	Equity-Based Compensation	66			Potential Payments Upon Termination ofEmployment Table	79
	Equity Incentive Grant Practices	67
	Equity Incentive Grants to our Presidentand CEO for 2024	67			CEO Pay Ratio Disclosure	80
		Pay Versus Performance	81
	Equity Incentive Grants to our Other NEOs for 2024	68			Equity Compensation Plan Information	86
		Equity Compensation Plan Table	87
PRSU Performance Criteria andMeasurement Period	68
		IV.	PROPOSAL NO. 3:	88
	Equity Compensation for our NEOs for2025	69			RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM	88
	Employee Retirement Plans	69		Selection of Independent Auditors	88
	Employee Health and Welfare Benefits	69			Principal Auditor’s Fees	88
	Tax Deductibility and Executive Compensation	69			Audit Committee Oversight	88
	Compensation Governance and RiskManagement	70			Audit Committee Report	89
	Consideration of 2024 Say-On-Pay Results	71			Proposals of Shareholders for 2026	90
	Compensation Committee Report	71
	Summary of Compensation Table	72
	All Other Compensation Table	72
	Grants of Plan-Based Incentive Awards Table for 2024	73
	Outstanding Equity Awards at Fiscal Year-End Table	74
	Option Exercises and Restricted Stock Vestedin 2024 Table	75
	Deferred Compensation	75
	Nonqualified Deferred Compensation Table	76
	Potential Payments to our Named ExecutiveOfficers Upon Termination or Change in Control	76

pageii

CVB FINANCIAL CORP.701 North Haven Avenue Ontario, California 91764 (909) 980-4030

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.