CVB FINANCIAL CORP

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 2020-2024

(1)

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

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(2)

The dollar amounts in the row "Dividends Paid or Accrued on Unvested Awards during the Year" have been revised for the years 2020-2023 from the dollar amounts previously reported in last year's "Pay Versus Performance" Table in order to correct an administrative error. These revisions are likewise reflected in the columns and rows that specify final total Compensation Actually Paid for the relevant executive officer for the years 2020-2023.

(3)

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.

(4)

Based on initial investment of $100 at market close on December 31, 2019, 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.

(5)

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

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, 2024:

Most Important Performance Measures

Net Profit After Tax

Relative Return on Average Tangible Common Equity

Relative Return on Average Assets

Average Demand Deposits

Average Total Loans (Net)

Noninterest Income

Noninterest (Operating) Expenses

For descriptions and additional details regarding our most important financial performance measures, please see the discussion in our Compensation Discussion and Analysis (CD&A) section in this proxy statement.

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Narrative Disclosure to Pay Versus Performance Table

The graphs below compare the compensation actually paid (“CAP”) to each of our PEOs and the average of the compensation actually paid to our remaining NEOs, with

•

The Company’s cumulative Total Stockholder Return (“TSR”) and the Peer Group’s cumulative TSR

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The Company’s Net Income

•

The Company Selected Measure, which is Return on Average Tangible Common Equity

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