CVB FINANCIAL CORP

The Compensation Committee believes that CVB Financial Corp.’s executive compensation program is well-designed to support growth in enterprise and shareholder value within the context of maintaining a sound and compliant financial and risk management structure. The following points summarize how the Compensation Committee addressed the key issues and components of our executive compensation program for our 2024 fiscal year:

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The Company’s overall compensation program for our executive officers for 2024 adhered to our traditional structure consisting of three primary components, including (i) a base salary, (ii) metrics-based incentive compensation and a plan-based discretionary bonus, both of which are elements of our executive Performance Compensation Plans (“PCPs”), and (iii) equity-based compensation.

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The Committee determined that it was in the best interests of the Company to enter into an early renewal of Mr. Brager’s employment arrangements as our CEO in the form of a Second Amended and Restated Employment Agreement dated July 1, 2024 (“2024 CEO Employment Agreement”), the key terms of which are outlined in the section of this proxy statement on “Compensation Arrangements with our President and Chief Executive Officer.”

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Mr. Brager’s compensation as our CEO for 2024 conformed to the terms of his 2024 CEO Employment Agreement and his 2022 CEO Employment Agreement, as applicable, for the respective portions of 2024 during which each such Agreement was in effect:

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Mr. Brager’s base salary was set at an annualized rate of $850,000 (this annualized base salary was increased by the Compensation Committee from its previous level of $800,000, effective on January 1, 2024), and this $850,000 base salary level was further increased to an annualized rate of $915,000, effective on July 1, 2024, pursuant to the revised terms of Mr. Brager’s 2024 CEO Employment Agreement;

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Mr. Brager earned an aggregate annual cash incentive and bonus of $924,150 for 2024 in accordance with the metrics and other criteria specified in his 2024 CEO PCP, which was revised effective July 1, 2024 to reflect the revised terms of his 2024 CEO Employment Agreement; and

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On January 24, 2024, Mr. Brager received grants of 32,600 performance-based restricted stock units ("PRSUs") and 32,600 time-based restricted stock units ("RSUs") for our 2024 fiscal year (with the performance metrics keyed in equal measure to the Company’s relative return on average tangible common equity and relative return on average assets, calculated over a three-year performance period, as compared to the same two metrics for the group of banks included in the KBW Nasdaq Regional Banking index).

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Effective on July 2, 2024, the Company entered into employment agreements (collectively, the “2024 NEO Employment Agreements”) with each of our four other current named executive officers, the key terms of which are outlined in the section of this proxy statement on “Compensation Arrangements with our Other Named Executive Officers.”

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Each of the 2024 NEO Employment Agreements provides that the applicable NEO shall be paid a base salary at an annual rate to be determined from time to time by the Company’s CEO and the Compensation Committee;

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Each NEO will continue to be eligible to participate each year in the Company’s Executive Compensation Plan, with a target metrics-based incentive opportunity of 0% to 60% of base salary and with an additional discretionary bonus opportunity in the range of 0% to 20% of base salary; and

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The respective 2024 NEO Employment Agreements further provide for the Compensation Committee to make additional equity grants to the applicable NEO annually, with an expected target grant date value of approximately 100% of such NEO’s annual base salary for the preceding calendar year, but with no minimum guaranteed annual grant date value.

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Base salary increases were also implemented for our four other NEOs on January 1, 2024 at moderate but varying levels, reflecting adjustments based on changes in market compensation rates and individual performance levels.

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With respect to metrics-based incentive compensation for our NEOs for 2024, the Compensation Committee continued to utilize CVB Financial Corp.’s 2023 Executive Incentive Plan, which was originally adopted by the Committee on February 22, 2023 and included as an exhibit to CVB Financial Corp.’s Form 10-K for 2023. The Committee employed the business criteria and other key terms outlined in our 2023 Executive Incentive Plan in connection with reviewing and approving our CEO PCP and our individual NEO PCPs for our 2024 fiscal year.

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Annual incentive payouts for our five NEOs under the Company’s annual CEO and NEO PCPs for 2024 were keyed to our traditional metrics of net profit and operating expense management goals, loan and deposit growth and retention, non-interest income, credit quality and loan delinquency metrics.

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As in the past, the net profit measure remained the most important metric for all five of our NEOs under their respective PCPs, and the relative weighting of other measures was allocated to emphasize areas over which each individual executive had more direct responsibilities;

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Overall annual incentive payouts under our CEO and NEO PCPs varied by executive, at 75% of base salary for our CEO and ranging from 14% to 22% of the applicable NEO’s base salary for our other NEOs;

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Similar to past years, in 2024, the PCPs for our NEOs included an added discretionary component, based upon a more subjective evaluation of each eligible NEO’s individual performance, which allows for an assessment of each such NEO’s individual contributions to CVB Financial Corp. that could not be captured by looking solely at our financial metrics;

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Each of Messrs. Nicholson, Farnsworth, Harvey and Wohl could earn up to an additional 20% of their respective base salaries under this separate plan-based discretionary component. For 2024, each of these NEOs received a payout of 20% of base salary for this separate individual performance component; and

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In the case of Mr. Brager, this discretionary component of compensation was set at a higher potential range of up to 30% of base salary, and he received an award of 26% of base salary for this additional individual component.

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Long-term equity incentives for our five NEOs continued to be an important component of our overall NEO compensation packages in 2024, and these equity awards continued to be granted on an annual basis and split evenly between PRSUs and RSUs. The Committee believes the inclusion of performance contingent goals relative to shares measured over a three-year period serves to significantly enhance the pay-for-performance structure of our NEO compensation program.

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