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DEF 14A 1 d283199ddef14a.htm DEF 14A DEF 14A

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. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	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.

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, MAY 18, 2022

To Our Shareholders:

The 2022 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 18, 2022.

We intend to hold our annual meeting in person consistent with the requirements of the California Corporations Code. However, as part of our precautions regarding the ongoing COVID-19 pandemic, we are planning to provide interested shareholders, members of our Board of Directors and our team members with the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently and allow for questions and answers. 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 18, 2022). To join our conference call facility, please dial 1 (833) 301-1161, passcode 9872676. Questions will be permitted when prompted by the moderator. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 am PDT on May 25, 2022. To access the replay, please dial 1 (855) 859-2056, passcode 9872676.

Please note that, consistent with our practice in prior years and in accordance with California law, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present for purposes of California law, please 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. Participation 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 annual meeting audio call.

At our 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 a term of one year and until their successors are elected and qualified. The following eight persons are our nominees:


George A. Borba, Jr.		Anna Kan
David A. Brager		Raymond V. O’Brien III
Stephen A. Del Guercio		Jane Olvera
Rodrigo Guerra, Jr.		Hal W. Oswalt

Additional information regarding procedures for shareholders recommending nominees for directors is set forth below under the heading “Shareholder Nominations of Director Candidates.”

2.	*Advisory Compensation Vote.* Approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2021 (“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 2022.

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, 2022, you may vote at the annual meeting or at any postponement or adjournment of the meeting.

By Order of the Board of Directors

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Myrna L. Di Santo

Vice President, Corporate Secretary

Dated: April 6, 2022

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Shareholders:

This Proxy Statement, our 2021 Annual Report and our Annual Report on Form 10-K for the fiscal year 2021 are available 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,
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 AND GENERAL INFORMATION		1

PROXY STATEMENT SUMMARY		2

GENERAL INFORMATION		3

Who We Are		3

Core Values		3

Board Oversight and Structure		3

Our Executive Officers		4

Overview of our Financial and Operational Performance in 2021		4

CVB Financial Corp. Percentile Rank vs. Peers on Key Performance Indicators		6

Human Resources, COVID-19 and Information Security		7

Key Elements of Diversity		8

Shareholder Engagement		9

Who are the Largest Owners of CVBF Stock?		9

How Much CVBF Stock do our Directors and Executive Officers Own?		11

Disclosure Regarding Any Delinquent Section 16(a) Reports		12

Questions and Answers about the Annual Meeting and Voting		13

II. PROPOSAL NO. 1:

ELECTION OF DIRECTORS		16

Voting for Director Nominees		16

Nomination of Director Candidates		16

The Nominees		17

Corporate Governance Principles		22

Board Risk Oversight		22

Board Nominations of Director Candidates		23

Shareholder Nominations of Director Candidates and Other Proposals		24

Director Tenure, Age and Diversity		25

Board Diversity Matrix		26

Director Independence		26

Executive Sessions		26

Director Stock Ownership Guidelines		27

Policy on Insider Trading, Pledging and Hedging of Company Equity Securities		27

Director Attendance at Board Meetings and Annual Shareholders Meeting		27

Committees of the Board of Directors		28



Audit Committee		28

Nominating and Corporate Governance Committee		29

Compensation Committee		29

Compensation Committee Interlocks and Insider Participation		30

Certain Relationships and Related Person Transactions		30

Policies and Procedures for Approving Related Person Transactions		30

Annual Board and Committee Self-Evaluation Process		31

Director Compensation		32

Table on Outside Director Compensation for 2021		33
Communications with our Board of Directors		34

III. PROPOSAL NO. 2:
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION		35

Compensation Discussion and Analysis – General Information		36

2021 Compensation Program Overview		37

Philosophy and Objectives of Our Executive Compensation Program		38

Summary of Components of Executive Compensation		39

Methodologies for Establishing Executive Compensation		41

Role of Our Compensation Consultants		42

Peer Group Criteria and Composition for 2021		42

Peer Group Criteria and Composition Table		43

Compensation Arrangements with our President and CEO		44

Discussion of 2021 Named Executive Officers Compensation Program		46

Base Salary		46

Annual Performance Incentive Compensation and Supplemental Discretionary Bonus		46

Table of 2021 Performance Measures and Corresponding Bonus Percentages		49

Table of 2021 Performance Measures and Performance Levels Achieved		50

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Table of 2021 Performance Measures and Payout Levels for Each NEO		51

Equity-Based Compensation		54

Equity Incentive Grants to Our President and CEO for 2021		55

Equity Incentive Grants to Our Other NEOs for 2021		56

PRSU Performance Criteria and Measurement Period		56

Equity Compensation for our NEOs for 2022		56

Employee Retirement Plans		57

Employee Health and Welfare Benefits		57

Tax Deductibility and Executive Compensation		57

Compensation Governance and Risk Management		58

Compensation Committee Report		59

Summary of Compensation Table		60

All Other Compensation Table		61

CEO Pay Ratio Disclosure		62

Grants of Plan-Based Awards for 2021		63

Outstanding Equity Awards at Fiscal Year-End Table		65

Option Exercises and Restricted Stock Vested in 2021 Table		66



Equity Compensation Plan Information		66

Equity Compensation Plan Table		67

Deferred Compensation		67

Nonqualified Deferred Compensation Table		68

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

Potential Payments Upon Termination of Employment Table		71

Consideration of 2021 Say-on-Pay Voting Results		72

IV. PROPOSAL NO. 3:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		73

Selection of Independent Auditors		73

Principal Auditor’s Fees		73

Audit Committee Oversight		73

Audit Committee Report		74

Annual Report on Form 10-K		75

Proposals of Shareholders for 2023		75

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CVB FINANCIAL CORP.

701 North Haven Avenue

Ontario, California 91764

(909) 980-4030

PROXY STATEMENT

This proxy statement contains information about the annual meeting of shareholders of CVB Financial Corp. to be held on Wednesday, May 18, 2022, beginning at 8:00 a.m. local time, at CVB Financial Corp.’s Corporate Headquarters, located at 701 North Haven Avenue, Ontario, CA 91764, and at any postponements or adjournments of the meeting.

CVB Financial Corp. is a bank holding company whose principal subsidiary is Citizens Business Bank. CVB Financial Corp.’s common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) and CVB Financial Corp. is therefore subject to Nasdaq’s listing requirements. CVB Financial Corp. is incorporated in the State of California and Citizens Business Bank is a California-chartered bank. CVB Financial Corp. and Citizens Business Bank are sometimes referred to collectively in this proxy statement as the “Company.”

The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 18, 2022). To join the conference call facility, please dial 1 (833) 301-1161, passcode 9872676. Questions will be permitted when prompted by the moderator. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 am PDT on May 25, 2022. To access the replay, please dial 1 (855) 859-2056 passcode 9872676.

Please note that, consistent with our practice in prior years and in accordance with California law, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present for purposes of California law, please 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 into the meeting 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 annual meeting audio call.

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in the proxy statement of CVB Financial Corp. This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read the entire proxy statement for more detailed information on each topic prior to casting your vote.

ANNUAL MEETING INFORMATION


*Meeting:*		Annual Meeting of Shareholders

*Date:*		Wednesday, May 18, 2022

*Time:*		8:00 a.m. Pacific Daylight Time

*Location:*		CVB Financial Corp. Corporate Headquarters 701 North Haven Avenue Ontario, CA 91764

*Record Date:*		Close of Business on March 28, 2022

*Stock Symbol:*		CVBF

*Exchange:*		NASDAQ

Common Stock Outstanding as of the Record Date:		141,743,704

*How to Vote Your Shares:*		Online www.investorvote.com/CVBF By Phone Call the number at the top of your proxy card By Mail Complete, sign, date and return your proxy card in the envelope provided

IMPORTANT NOTICE REGARDING ACCESS TO THE ANNUAL MEETING VIA TELEPHONE

Because of the ongoing COVID-19 pandemic, and for your convenience, we are providing shareholders an opportunity to listen to the annual meeting via telephone.
You can access this option by dialing 1-(833) 301-1161 immediately prior to the start time for the annual meeting and
asking to be joined into the CVB Financial Corp. call.

Shareholders accessing the meeting via telephone will not be able to vote their shares of common stock via telephone during
the annual meeting nor are they considered present for any legal purpose. As a result, if you plan to listen to the annual meeting via telephone, it is important that you vote your proxy prior to the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILTY OF PROXY MATERIALS FOR THE ANNUAL MEETING

Our Notice of Meeting and Proxy Statement, the 2021 Annual Report to Shareholders, and our Annual Report on Form 10-K for the year
ended December 31, 2021, are available on the internet at https://investors.cbbank.com/annual-meeting.

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GENERAL INFORMATION

Who We Are

CVB Financial Corp. is a bank holding company incorporated in the State of California. Our principal banking subsidiary, Citizens Business Bank, serves the financial needs of successful small to medium-sized businesses and their owners throughout the State of California. We deliver a comprehensive menu of banking and wealth management products and services through an emphasis on personal service and building long-term relationships with business owners and professionals. We are consistently recognized as a top-performing bank, and we were proud to be rated the number four bank in the United States in February 2022, and the number one bank in the United States in both 2020 and 2021, by Forbes “America’s Best Banks,” which rates the 100 largest publicly traded banks in the United States by asset size, based on a common set of financial metrics developed by Forbes.

Our Five Core Values

We are continuing the work started by our founders in 1974 to build a strong and consistent foundation for our financial services platform. The following are the core values on which our organization conducts our business.

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Board Oversight and Structure

The business and affairs of CVB Financial Corp. and Citizens Business Bank are managed under the direction of our Board of Directors. The Board of Directors has historically separated the roles of President and Chief Executive Officer and Chairman of the Board. 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.

Mr. Raymond V. O’Brien III was elected by our Board of Directors as the Chairman of the Board, effective on January 1, 2015. Mr. O’Brien had previously served as a director of CVB Financial Corp. and Citizens Business Bank since 2012 and as Vice-Chairman of the Board since March 2014. Mr. George A. 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.

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Our Executive Officers

The Company has reported the following six executive officers, as of December 31, 2021, in its Annual Report on Form 10-K for 2021 pursuant to Item 401(b) of Regulation S-K of the Securities and Exchange Commission (“SEC”):


David A. Brager		President and CEO of CVB Financial Corp. and Citizens Business Bank (sometimes referred to as the “CEO”)

E. Allen Nicholson		Executive Vice President and Chief Financial Officer of CVB Financial Corp. and Citizens Business Bank

Yamynn De Angelis		Executive Vice President, Chief Risk Officer of Citizens Business Bank

David F. Farnsworth		Executive Vice President, Chief Credit Officer of Citizens Business Bank

David C. Harvey		Executive Vice President, Chief Operating Officer of Citizens Business Bank

Richard H. Wohl		Executive Vice President, General Counsel of CVB Financial Corp. and Citizens Business Bank

Biographical information about each of our executive officers named above and employed by the Company as of December 31, 2021 is contained under Item 1 of our Annual Report on Form 10-K for 2021, a copy of which is being mailed with this proxy statement or, as referenced in the Notice, is available at https://www.investors.cbbank.com/annual-meeting.

Overview of our Financial and Operating Performance in 2021

The year 2021 was marked by a number of historic events, including the continuation of the worldwide COVID-19 pandemic. The advent of effective COVID vaccinations, and the end of stay-at-home edicts and business shut-downs in the U.S and our home market of California, resulted in a strong recovery in overall economic and employment activity and major stock market indices. This recovery included many business and financial sectors, although some sectors involving face-to-face interactions, such as retail trade, arts and entertainment, and accommodations and food services, lagged and suffered sporadic setbacks. The Federal Reserve Bank continued to provide monetary support to the economy by maintaining short term interest rates near zero and high purchase volumes of treasury and mortgage-backed securities, although a tapering of the latter program was announced toward the end of 2021. The federal government also provided strong fiscal stimulus to the economy, in the form of the $1.9 trillion dollar American Rescue Plan and the subsequent $1.2 trillion bipartisan infrastructure package. However, at the same time, the U.S. economy experienced its most dramatic spike in inflation in 30 years, as the combination of pandemic-related supply chain constraints and unprecedented monetary and fiscal stimulus caused shortages of key goods and rapid and sustained price increases that exceeded initial government forecasts. The sheer variety and combination of these economic and legislative cross-currents created a challenging environment for financial institutions.

We believe that CVB Financial Corp. and Citizens Business Bank performed admirably in a number of respects in the face of this unprecedented situation in 2021, particularly compared to peer institutions, across a range of financial and credit metrics, and Citizens Business Bank and our banking centers remained open as an essential business continuing to serve our customers and communities throughout the ongoing pandemic. Similar to many banking entities in California and elsewhere in the United States, when comparing our performance for 2021 versus 2020, we achieved improved performance on a number of key financial measures, such as annual net earnings, delinquent loans, total deposits, return on assets and return on equity, while the persistent low interest rate environment contributed to declining performance in other important dimensions, such as our net interest margin.

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For 2021, our net earnings were $212.5 million. This represented an increase of $35.4 million, or 20%, from our earnings of $177.2 million in the prior year. Diluted earnings per share were $1.56 for 2021 compared to $1.30 for 2020. This increase was largely driven by (i) a reduction in our allowance for credit losses by $28.7 million in 2021, including recapture of provision for credit losses of $25.5 million, due to the sharp rebound in actual and projected economic growth, and (ii) growth in our investment portfolio. Conversely, we experienced a decline in our net interest margin (tax equivalent) from 3.59% in 2020 to 2.97% in 2021. On balance, commensurate with the overall increase in the Company’s net income, the Company’s return on average assets (“ROAA”) ratio increased slightly from 1.37% in 2020 to 1.38% in 2021, and the Company’s return on average equity (“ROAE”) and return on average tangible common equity (“ROATCE”) both increased, from 8.90% and 14.25% for 2020 to 10.30% and 15.93%, respectively, for 2021.

At year-end 2021, the Company reported total assets of $15.88 billion, which represented an increase of $1.46 billion, or 10.16%, from total assets of $14.42 billion at December 31, 2020. Interest earning assets increased by $1.46 billion, or 11.04%, to $14.68 billion at December 31, 2021, compared with $13.22 billion at December 31, 2020. The increase in interest-earning assets included a $2.13 billion increase in investment securities, partially offset by a $461.1 million decrease in total loans and a $193.3 million decrease in interest-earning balances due from the Federal Reserve.

Total deposits and customer repurchase agreements increased by $1.44 billion, or 11.85%, from $12.18 billion at year-end 2020 to $13.62 billion at year-end 2021. In this connection, our balances of noninterest-bearing deposits, which are a key component of our strategy to maintain a competitive advantage in our cost of funds, increased by $648.7 million, or 8.70%, from $7.46 billion at December 31, 2020 compared to $8.10 billion at December 31, 2021, and noninterest-bearing deposits comprised 62.45% of total deposits at December 31, 2021, compared to 63.52% at December 31, 2020.

Citizens Business Bank experienced a decrease in total loans and leases of $461.1 million during 2021, primarily due to the forgiveness of Paycheck Protection Program loans whose balances declined by $696.4 million over the course of the year. Our core loans, excluding Paycheck Protection Program loans, grew by $235.3 million, or 3.2%, in 2021 from the end of the fourth quarter of 2020. During the first quarter of 2021, Citizens Business Bank continued to support our customers by participating in the second round of the Paycheck Protection Program and originated more than 1,900 loans in a principal amount of approximately $420 million.

As our asset size expanded, including a $2.13 billion increase in investment securities, our ratio of noninterest expense to total average assets improved from 1.46% in 2020 to 1.24% in 2021. In addition our efficiency ratio slightly improved from 41.40% in 2020 to 41.09% in 2021, due primarily to a year-over-year decline of $3.1 million in noninterest expense.

During this same period, as a result of the improving economy and our traditionally conservative loan underwriting, the Company’s credit profile remained strong. Nonperforming assets (defined as nonaccrual loans plus other real estate owned) decreased by $10.8 million, from $17.7 million at December 31, 2020 to $6.9 million at December 31, 2021, and our ratio of nonperforming assets to total assets declined from 0.12% to 0.04%. For the year ended December 31, 2021, our allowance for credit losses decreased by $28.7 million, due to (i) the recapture of provision for credit losses in the amount of $25.5 million as a result of improvements in our economic forecasts, primarily attributable to changes in macroeconomic variables related to the COVID-19 pandemic, and (ii) net charge-offs of $3.2 million.

In addition, on July 27, 2021, we announced our agreement to acquire Suncrest Bank, a $1.4 billion financial institution with seven branches headquartered in Visalia, California. This transaction, which closed on January 7, 2022, constitutes the Company’s fifth acquisition of another bank since 2014, and it represents a continuation of one of the Company’s core strategies to acquire well-managed community financial institutions in order to broaden and deepen our presence throughout the State of California. In the case of Suncrest Bank, we believe this acquisition is an exciting opportunity for Citizens Business Bank to further expand our geographic footprint northward to the Sacramento area and to bolster our already strong position in the important Central Valley region of California.

Moreover, during the course of 2021, CVB Financial Corp. continued its record of achieving its 179th consecutive quarter of profitability, and its 129th consecutive quarter of paying shareholder cash dividends, while maintaining what we believe to be a notably sound financial structure. In February 2022, CVB Financial Corp. and Citizens Business Bank were proud to be recognized as the number four-rated bank in the United States by Forbes “America’s Best Banks 2021,” based on the magazine’s performance scorecard, which rates the 100 largest publicly traded banks in the United States in asset

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size, utilizing financial metrics over the applicable reporting period. This top-four rating in 2022 followed two consecutive years, in 2020 and 2021, when Forbes rated CVB Financial Corp. and Citizens Business Bank as the number one, top-rated bank in the United States. In addition, during the entirety of 2021, the Company grew shareholders’ equity by $73.5 million to a total of $2.08 billion at year end. The Company’s ratios for critical capital measures as of December 31, 2021 significantly exceeded the amounts necessary in order to be considered well-capitalized for regulatory purposes: 14.9% (Tier 1 Risk-based Capital Ratio), 14.9% (Common Equity Tier 1 Risk-based Capital Ratio), 15.6% (Total Risk-based Capital Ratio), and 9.2% (Tier 1 Leverage Ratio). The well-capitalized standards for these ratios in 2021 were 8%, 6.5%, 10%, and 5%, respectively.

CVB Financial Corp.’s financial and operational success can also be measured on a relative basis by comparing the Company’s performance to that of a group of peer companies. The Company’s peer group was updated in December 2021 in connection with the engagement of a nationally recognized compensation consulting firm, Pearl Meyer and Partners, LLC (“Pearl Meyer”), to assist with the Compensation Committee’s review of our executive officer compensation. This group of peer companies is described below in the section of this proxy statement on “Peer Group Criteria and Composition for 2021.” As measured by six key metrics which we and Pearl Meyer believe are commonly utilized in evaluating banking entities, (ROE, ROA, net interest margin, nonperforming assets excluding restructured loans divided by total assets, efficiency ratio, and noninterest expense divided by average assets), CVB Financial Corp.’s performance for 2021 placed it in the top quartile of our peer group on three of the six measures, all except ROE, ROA and net interest margin, and within the third quartile for ROA. For the three-year period from 2019-2021, CVB Financial Corp. attained top (fourth) quartile performance on four of the six measures and third quartile performance on the other two measures.

CVB Financial Corp. Percentile Rank vs. Peers on Key Performance Indicators

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Source: Standard & Poor’s SNL Financial

CVB Financial Corp. achieved annualized shareholder returns for the one-year, three-year and five-year periods ending December 31, 2021 of 14%, 6% and 2%, respectively, which places CVB Financial Corp. in the first quartile for the one- and three-year measurement periods, and in the second quartile for the five-year measurement period, relative to its peers.

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Human Resources, COVID-19 and Information Security

We employed 1,015 associates as of December 31, 2021. This was a 3.5% decrease from December 31, 2020. However, concurrent with the closing of our previously announced acquisition of Suncrest Bank on January 7, 2022, our total associate count increased to approximately 1,080 as of that date, including the addition of approximately 65 associates together with additional banking centers in the Central Valley region of California and in the Sacramento area.

We have adopted a Code of Personal and Business Conduct and Ethics (“Code”) that seeks to address both business and social relationships that may present legal and ethical concerns and also sets forth expected standards of conduct to guide the members of our Board of Directors, executives and other associates. Our associates acknowledge annually they have read and understood their responsibility to conduct business in accordance with the Code and other extensive features of our Associate Handbook in order to merit and maintain the confidence and trust of our customers, shareholders and the public in general.

The Company provides a Citizens Experience Service Awards and Recognition Program that resulted in 396 nominations of associates who were recognized for exemplifying our Five Core Values in 2021. In addition, the Company has a long-held tradition of an annual awards program that recognizes outstanding job performance. In 2021, due to the COVID-19 pandemic, we held our annual awards ceremony on a virtual basis and recognized 33 associates who we believe stood out for their commitments to our high standards of performance.

The Company is committed to supporting the physical and financial wellness of our associates and their families. We offer a comprehensive set of health insurance and retirement benefits, as well as wellness programs and resources. As of December 2021, 76% of our associates were enrolled in our medical insurance plans and 53% of our associates participated in at least one wellness activity during 2021. The Company makes an annual 401(k) retirement contribution to all eligible associates, which includes a profit sharing component. For 2021, the combined Company 401(k) contribution was 5% of each associate’s eligible salary. In addition, 93% of our associates made individual participant contributions to the Company’s 401(k) plan during 2021.

The ongoing COVID-19 pandemic presented significant challenges regarding the health and well-being of our associates as well as to our workforce and office management protocols during 2021, as was the case for nearly all companies with employees, and these challenges were heightened in the case of Citizens Business Bank due to our need to remain open and available to our customers as an essential business. During 2021, our executive management team, through the Company’s Business Continuity Steering Committee, took numerous actions to promote the health and safety of our associates during the COVID-19 pandemic. These actions included encouraging vaccination and booster shots through a program providing for incentive payments to fully vaccinated associates, a monthly credit against medical insurance premiums otherwise payable under Citizens Business Bank’s health insurance benefit programs, and the implementation of special protocols such as required facial coverings, social distancing and virus testing. We also provided greater flexibility for our associates to work remotely where possible.

In addition, throughout 2021, our Board of Directors exercised close oversight regarding management’s strategies and actions to address key risks posed to the Company by the COVID-19 pandemic. These key risks included, among others, (i) enhanced credit risk to our loan and investment portfolios caused by economic dislocations experienced by selected bank customers, (ii) net interest margin compression, asset-liability sensitivity and asset-liability duration risks caused by the continuation of prevailing low market interest rates, (iii) as noted above, associate and workplace health and safety issues resulting from Citizens Business Bank’s need to remain open and available to our customers as an essential business, and (iv) additional cybersecurity and information security risks arising from the implementation of remote work capabilities for a significant number of our associates. In this connection, our Board of Directors received various reports on developments related to COVID-19 from our CEO, our Chief Operating Officer who chairs the Company’s Business Continuity Steering Committee, our Chief Credit Officer, our Chief Financial Officer, our Director of Human Resources, our Chief Information Officer and our Chief Information Security Officer (“CISO”). Our Board, executive management and associates worked together to ensure that Citizens Business Bank would continue to provide a full range of products and services to our customers and communities during the pandemic.

Recruiting, training and development, and retention of key associates is another area that is considered vital to the Company’s strategy and success. The Company promotes leadership and associate development through various programs, including succession planning, a top talent program, and leadership essentials training. At December 31, 2021,

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we had approximately 132 positions within the Company designated as “leadership” positions. This represents approximately 13% of our total associate population. The average tenure at the Company among our leadership group at the end of 2021 was greater than 10 years. In 2021, turnover among our leadership group was 11% and during the year we promoted one associate and hired nine new associates into our leadership group.

The Company has adopted and implemented a Diversity and Inclusion Program that is designed to invest in the professional development of our associates and values an inclusive and diverse workplace. We strive to reward talent with a strong commitment to equal opportunity. Day-to-day involvement is headed by our Chief Diversity Officer and ongoing oversight is provided by the Company’s Diversity and Inclusion Committee, which in turn is guided by our Diversity and Inclusion Policy (the “Policy”). The Policy provides a framework which we use to create and strengthen our diversity policies and practices, including our organizational commitment to diversity, positive workforce and employment practices, sound procurement and business practices, and practices to promote transparency of organizational diversity and inclusion.

The Policy also sets forth the Company’s interests in maintaining and broadening diversity among the Company’s vendors and suppliers, including firms that are majority-owned by females and/or members of underrepresented communities.

The Diversity and Inclusion Committee is co-chaired by our Chief Operating Officer and Human Resources Director and includes our Chief Financial Officer, Chief Risk Officer (“CRO”), and General Counsel. We monitor progress in enhancing diversity throughout our organization, including the percentage of our total associates who are female and racially or ethnically diverse. Our Human Resources Director provides updates on our progress on our diversity initiatives to the Board of Directors on a regular basis.

The following represents key elements of the Company’s diversity with respect to our leadership group and all associates at December 31, 2021:

Our Board of Directors oversees associate compensation, as well as the Company’s incentive and benefit plans, through the Board’s Compensation Committee. The Company’s Management Compensation Compliance Committee, under the direction of the Board Compensation Committee, identifies, assesses, and manages exposure to and compliance with applicable compensation laws, regulations, and other related issues. In general, the Management Compensation Compliance Committee is responsible for ensuring that the Company has designed and implemented risk management processes that (1) evaluate the nature of inherent risks in compensation programs; (2) are consistent with the Company’s strategic plan; and (3) foster a culture of risk-awareness and risk-adjusted decision making throughout the Company. All of our associates are eligible for incentive compensation awards. For 2021, 91% of our associates earned an incentive bonus and 100% of our eligible associates received contributions to their 401(k) retirement accounts through our profit-sharing plan.

We are committed to protecting our customers’ and associates’ personal and financial information, and our Board of Directors and executive management team devote a significant amount of time to information security and cybersecurity risks, since cybersecurity incidents compromising non-public personal financial information could produce material

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adverse effects on the Company’s business, including but not limited to, loss of customers, reputational harm, loss of intellectual property, disruption of key business operations, governmental fines/penalties, and litigation/remediation costs. Under the direction of our CISO, the Company maintains a formal information security management program to address cybersecurity risks. The program leverages industry frameworks and standards with the goal of ensuring appropriate controls are established and are regularly assessed for adequacy. Major components of the program include safeguarding customer and associate information, third party vendor oversight, incident response and seeking to ensure business continuity. Our Board Audit Committee regularly receives reports and briefings from the CISO on cybersecurity issues, on the Company’s risk posture to protect against cybersecurity threats, and on policies that are intended to adequately implement the Company’s information security management program. The CISO and our CRO also periodically keep the Board informed about efforts relating to compliance, examinations, risk assessments, results of audits, penetration and vulnerability testing, security breaches or violations and recommended changes to our information security management program. This periodic reporting includes an annual review of regulatory requirements relating to cybersecurity, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act and, starting in 2023, the California Privacy Rights and Enforcement Act.

Shareholder Engagement

Our Board of Directors and senior executives place a high priority and value on direct engagement with our shareholders and prospective shareholders. Our President and CEO and our Chief Financial Officer, sometimes with the involvement of other executive officers, regularly hold meetings with significant shareholders and/or prospective shareholders at investor conferences or in our corporate headquarters offices, and these senior executives also engage in similar discussions with investors via telephone or videoconference facilities, including conducting quarterly public earnings calls. In 2021, excluding our quarterly earnings calls, our senior executives held approximately 50 individual meetings with current or potential investors or their representatives, including two of our top ten current shareholders. These meetings cover a range of topics involving the Company’s strategies and ongoing business activities. In a number of instances, we offer to make the Chairman of our Board of Directors available to meet with or answer any questions form such investors, but in 2021, no investor requested such meeting or other form of contact.

Who Are the Largest Owners of CVB Financial Corp.’s Stock?

The following table shows the beneficial ownership of common stock by those entities or persons we know to be the beneficial owners of more than 5% of the outstanding shares of common stock of CVB Financial Corp., based on information those persons have filed with the SEC on Schedule 13G or Schedule 13D, as applicable. “Beneficial ownership” is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. So, for example, you beneficially own CVB Financial Corp.’s common stock not only if you hold it directly, but also if you indirectly, through a relationship, contract or understanding, have, or share, the power to vote the stock, to sell it, or you have the right to acquire it within sixty (60) days of the date selected for reference purposes below.


		Common Stock Beneficially Owned

Name	Address	Number of Shares	Percent of Class(1)

BlackRock, Inc.	55 East 52^nd Street New York, NY 10055	19,334,320(2)	13.6%

The Vanguard Group	100 Vanguard Boulevard Malvern, PA 19355	14,545,782(3)	10.3%

The Marital Trust Under the George Borba Family Trust (“Borba Family Trust”; The Borba Children’s Holding Trust (“Borba Children’s Trust”); George A. Borba, Jr., individually and as co-trustee (with share voting and dispositive power) of the Borba Family Trust and Children’s Trust; Linda B. Gourdikian, individually and as co-trustee (with shared voting and dispositive power) of the Borba Family Trust and the Borba’s Children’s Trust (collectively, the “Borba Family Group”)	14461 Taft Highway Bakersfield, CA 93311	6,990,106(4)	4.9%

(1)

The “Percent of Class” calculation in the table was made using (x) the number of shares reported as beneficially owned by the shareholder in the applicable Schedule 13G or Schedule 13D filing and (y) the number of shares of our common stock outstanding on March 28, 2022, which was 141,743,704 shares.

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(2)

This information is based on a Schedule 13G/A filed by BlackRock, Inc. on January 27, 2022. BlackRock, Inc. has sole voting power over 19,089,429 shares and sole dispositive power over all 19,334,320 shares. According to its Schedule 13G, BlackRock, Inc. holds the shares in the ordinary course of business and various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by BlackRock, Inc., and the interest of only one such person in such shares, iShares Core S&P Small-Cap ETF, represents more than 5% of CVB Financial Corp.’s total outstanding shares.

(3)

This information is based on a Schedule 13G filed by The Vanguard Group on February 9, 2022. The Vanguard Group has sole voting power over zero shares, shared voting power over 108,759 shares, sole dispositive power over 14,325,984 shares, and shared dispositive power over 219,798 shares. According to its Schedule 13G, the Vanguard Group holds the shares in the ordinary course of business.

(4)

This information is based on a Schedule 13D filed by the Borba Family Group on February 8, 2021, which was not amended in 2022, and includes the following items: (i) 4,599,439 shares owned by the Borba Family Trust, (ii) 2,277,000 shares owned by the Borba Children’s Trust, (iii) 37,495 shares owned by George A. Borba, Jr. individually (which total includes 288 shares held by Mr. Borba as custodian for minor children), (iv) 28,547 shares owned by Mr. Borba’s sister, Linda B. Gourdikian, individually, and (v) 47,625 shares owned by the Gourdikian Family Trust. Mr. Borba and Ms. Gourdikian have disclaimed beneficial ownership of the shares held by each other, the Borba Family Trust and the Borba Children’s Trust, except to the extent of their respective distributable interests in the Borba Children’s Trust. In addition, in computing the percentage of shares beneficially owned, any shares which Mr. Borba, Ms. Gourdikian, the Borba Family Trust or the Borba Children’s Trust has a right to acquire pursuant to stock options that become exercisable within sixty (60) days after March 28, 2022 are deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by the Borba Family Group, but are not deemed outstanding for the purpose of computing percentages of shares beneficially owned by the other shareholders in this table. Furthermore, any annual grants of restricted shares awarded to Mr. Borba in his capacity as one of CVB Financial Corp.’s outside directors, even if unvested as of the date of this proxy statement, are deemed outstanding for the purposes of computing both the percentage of common stock beneficially owned by the Borba Family Group and for the purpose of computing total CVB Financial Corp. shares outstanding, because grantees of unvested restricted shares have the right to vote such shares and to receive dividends on such shares prior to vesting pursuant to CVB Financial Corp.’s 2018 Equity Incentive Plan; as a result, 3,686 shares granted to Mr. Borba on March 23, 2022 in his capacity as one of our outside directors have been added to the total number of shares beneficially owned by the Borba Family Group as compared to the information disclosed in the above-referenced Schedule 13D.

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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 28, 2022, by (i) each of our directors, eight of whom are also nominees for director, (ii) those persons serving as our named executive officers as of December 31, 2021 and (iii) by all directors and current executive officers as a group.



	Common Stock Beneficially Owned

Name	Number of Shares(1)	Percent of Class(2)
George A. Borba, Jr.(3)(4) Vice-Chairman of the Board and Nominee	6,913,934	4.9%

David A. Brager President and Chief Executive Officer, Director and Nominee	104,436	*

Stephen A. Del Guercio(4) Director and Nominee	37,975	*
Stephen A. Del Guercio(4) Director and Nominee
Rodrigo Guerra, Jr.(4) Director and Nominee	26,975	*
Rodrigo Guerra, Jr.(4) Director and Nominee
Anna Kan(4) Director and Nominee	31,975	*
Anna Kan(4) Director and Nominee
Marshall V. Laitsch(5) Director	29,332	*
Marshall V. Laitsch(5) Director
Kristina M. Leslie(5) Director	28,289
Kristina M. Leslie(5) Director
Raymond V. O’Brien III(4) Chairman of the Board and Nominee	43,975	*

Jane Olvera(4) Director and Nominee	7,292	*
Jane Olvera(4) Director and Nominee
Hal W. Oswalt(4) Director and Nominee	31,975	*
Hal W. Oswalt(4) Director and Nominee
David F. Farnsworth(6) Executive Vice President, Chief Credit Officer	49,796	*

David C. Harvey Executive Vice President, Chief Operating Officer	82,199	*

E. Allen Nicholson(7) Executive Vice President, Chief Financial Officer	78,231	*

Richard H. Wohl Executive Vice President, General Counsel	21,279	*

Current Directors and Executive Officers as a Group(8) (15 persons)	7,591,735	5.4%

*	Less than 1%.

(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 28, 2022, which was 141,743,704 plus the shares which the respective individual or group has the right to acquire within sixty (60) days after March 28, 2022, by the exercise of stock options. 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 28, 2022 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.

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(3)

Represents 4,599,439 shares held by the Borba Family Trust; 2,277,000 shares held by the Borba Children’s Trust, of which Mr. Borba is co-trustee (with shared voting and dispositive power) and as to which Mr. Borba disclaims beneficial ownership, except to the extent of his distributable interest in the Borba Children’s Trust; and 37,495 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)

For each of CVB Financial Corp.’s outside directors who is standing for reelection as directors, the number of shares of common stock beneficially owned includes an annual grant for 2022 of 3,686 shares which was awarded to each of our continuing outside directors on March 23, 2022. This number of 3,686 shares for each of our continuing outside directors stock awards for our 2022 fiscal year was calculated using the established annual grant value for each of our outside directors of $85,000, divided by the closing price for CVB Financial Corp. stock on March 23, 2022 of $23.06. These 2022 share awards are included in the total number of shares of CVB Financial Corp. common stock beneficially owned by each of our continuing outside directors because, although such shares are subject to a one-year time vesting requirement, the individual grantee has the right to vote such shares and to receive dividends on such shares under the terms of our 2018 Equity Incentive Plan.

(5)	Mr. Laitsch and Ms. Leslie are not standing for re-election as directors of the Company for 2022-2023.

(6)	Includes 15,000 shares which Mr. Farnsworth may acquire within 60 days after March 28, 2022 by the exercise of stock options.

(7)	Includes 6,000 shares which Mr. Nicholson may acquire within 60 days after March 28, 2022 by the exercise of stock options.

(8)

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 21,000 shares which members of the group may acquire within 60 days after the record date of March 28, 2022 by the exercise of stock options.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our executive officers and directors, and persons who own more than 10% of CVB Financial Corp.’s equity securities, to file reports of ownership and changes in ownership with the SEC. The SEC requires executive officers, directors and greater than 10% shareholders to furnish to us copies of all Section 16(a) forms they file.

Based solely on our review of these reports and of certifications furnished to us, we believe that, during the fiscal year ended December 31, 2021, all executive officers, directors and greater than 10% beneficial owners timely complied with all applicable Section 16(a) filing requirements under the Exchange Act.

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Questions and Answers About the Annual Meeting

and Voting

What Is the Purpose of This Proxy Statement?

The purpose of this proxy statement is to solicit your vote at our 2022 annual meeting of shareholders. This proxy statement summarizes the information you need to know to cast an informed vote at the meeting. The record date for those shareholders entitled to vote at the meeting is March 28, 2022. On the record date there were 141,743,704 shares of our common stock outstanding.

How Can I Access the Proxy Materials?

We follow the SEC’s notice and access rule. On or about our mailing date, we mailed our shareholders who are entitled to vote at the meeting a notice about the Internet availability of the proxy materials (the “Notice”). Along with the proxy statement, we also made available by Internet our 2021 Annual Report and our Annual Report on Form 10-K for our fiscal year ended December 31, 2021. Instructions on how to access the proxy materials over the Internet and to request a paper copy of the proxy materials, if desired, may be found in the Notice. We mailed to shareholders who have previously asked to receive paper copies of the proxy materials, a full set of the proxy materials, instead of the Notice. If you hold your CVB Financial Corp. shares in street name, and currently receive paper copies of our proxy materials, please refer to the information provided by your bank, broker or other holder of record for instructions on how to elect to receive only electronic copies of future proxy statements and annual reports.

How Do I Vote by Proxy?

You can vote by proxy whether or not you attend the annual meeting. Shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. The Board of Directors is soliciting your proxy.

•

To vote, follow the instructions printed on the Notice.

•

If you received a full set of proxy materials:

–

To vote by Internet, go to www.investorvote.com/CVBF and follow the instructions there. You will need the 15-digit number included on your proxy card.

–

To vote by telephone, dial the number listed on your proxy card. You will need the 15-digit number included on your proxy card.

–

To vote using the traditional proxy card, please sign and date the enclosed proxy card and return it promptly in the envelope provided.

To reduce our administrative and postage costs, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day. To ensure that your vote is counted, please remember to submit your vote by 12 a.m., Pacific Daylight Time, on May 18, 2022. Voting by proxy will not affect your right to attend the annual meeting and vote in person if you desire to do so.

How Do I Vote in Person?

If you plan to attend the annual meeting and vote in person, we will give you a ballot form when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must bring a legal proxy from your broker, bank or other nominee to vote the shares at the meeting.

How Will My Proxy Be Voted?

If you properly complete your proxy card and we receive it in time to vote, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If we receive an executed proxy card from you, on which you have not made specific choices with respect to the proposals, your proxy will vote your shares as recommended by the Board of Directors as follows:

•

“FOR” the election of all eight nominees for director;

•

“FOR” approval of the compensation of our named executive officers, as disclosed in this proxy statement;

•

“FOR” ratification of the appointment of KPMG LLP as our independent registered public accountants for 2022.

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If any other matter is presented, your proxy will vote in accordance with the recommendation of the Board of Directors, or, if no recommendation is given, in the proxy’s own discretion. At the time this proxy statement went to press, we knew of no matters which needed to be acted on at the meeting, other than those discussed in this proxy statement.

How Many Votes Do I Have?

Each share of common stock entitles you to one vote. The proxy card indicates the number of shares of common stock that you own. However, in the election of directors, you are entitled to cumulate your votes if you are present at the meeting, the nominee’s(s’) name(s) have properly been placed in nomination, and a shareholder has given notice at the meeting prior to the actual voting of his or her intention to vote his or her shares cumulatively. Cumulative voting allows you to give one nominee as many votes as are equal to the number of directors to be elected, multiplied by the number of shares you own, or to distribute your votes in the same fashion between two or more nominees. Our receipt of an executed proxy grants the Board of Directors the discretionary authority to also cumulate votes.

May I Change My Vote After I Have Voted?

Yes. Even after you have submitted your proxy, or cast your vote by telephone or Internet ballot, you may change your vote at any time before the proxy is exercised, if you file with CVB Financial Corp.’s Corporate Secretary either a notice of revocation or a duly executed proxy bearing a later date, or cast a new vote by telephone or Internet. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What Vote Is Required for Each Proposal?

The eight nominees for director who receive the most “FOR” votes will be elected. So, if you do not vote for a particular nominee, or you indicate “WITHHOLD” authority to vote for a particular nominee on your proxy card, your vote will not count either “FOR” or “AGAINST” the nominee.

Proposal 2 regarding “Say-On-Pay” and Proposal 3 regarding the ratification of the appointment of our independent auditors each requires the approval of a majority of the shares represented and voting at the meeting, with affirmative votes constituting at least a majority of the required quorum.

Who Are Shareholders of Record Versus Beneficial Owners?

If you are a shareholder of record, CVB Financial Corp. has sent the Notice directly to you.

If your shares are held in street name, you are considered the “beneficial owner” of the shares. Your broker, bank or other holder of record, who is considered the shareholder of record with respect to those shares, should have forwarded the Notice directly to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions on the proxy card or in the Notice.

What Constitutes a Quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting. Shares that are voted “FOR,” “AGAINST” or “ABSTAIN” in a matter are treated as being present at the meeting for purposes of establishing the quorum, but only shares voted “FOR” or “AGAINST” are treated as shares “represented and voting” at the annual meeting with respect to such matter.

How Are Broker Non-Votes and Abstentions Treated?

“Broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under applicable rules, brokers or other nominees may not exercise discretionary voting power on certain matters. Brokers or other nominees have discretionary voting power for Proposal 3 (approval of KPMG LLP as independent auditor), but not for Proposal 1 (election of directors) or Proposal 2 (Say-On-Pay). If you do not provide specific voting instructions to your record holder, that record holder will not be able to vote on Proposals 1 or 2. It is therefore important that you provide instructions to your bank, broker, or other holder of record if your shares are held by a bank, broker, or other holder of record, so that your votes with respect to these proposals are counted.

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Abstentions will have no effect on Proposals 2 or 3 unless there are insufficient votes in favor of the proposals, such that the affirmative votes constitute less than a majority of the required quorum. In such cases, abstentions will have the same effect as a vote against such proposals.

What Are the Costs of Solicitation of Proxies?

We will bear the costs of this solicitation, including the expense of preparing, assembling, printing and mailing the Notice and any requested paper copies of this proxy statement and the materials used in this solicitation of proxies.

The proxies will be solicited through the mail, and as noted above, shareholders may also vote by the Internet or telephone. Voting by the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help us reduce postage and proxy tabulation costs. Although there is no formal agreement to do so, we may reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding these proxy materials to their principals. We have retained the services of Georgeson, Inc. to serve as our proxy solicitor in connection with our annual meeting at an estimated cost of approximately $15,000.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Voting for Director Nominees

Plurality Vote Standard. Director nominees are elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

Voting of Proxies. Unless instructions to the contrary are specified in a proxy properly voted and returned through available channels, the proxies that are received will be voted FOR each of the nominees listed below.

Nomination of Director Candidates

We have nominated for election eight (8) directors, all of whom are presently members of CVB Financial Corp.’s Board of Directors, to serve until our 2023 annual meeting of shareholders and until their successors have been duly elected and qualified. Each of these persons is also a member of the Board of Directors of our principal subsidiary, Citizens Business Bank. Proxy holders will cast their votes to effect the election of these nominees. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board of Directors. Proxies cannot be voted for a greater number of individuals than the number of nominees named. Directors Laitsch and Leslie are not standing for reelection.

Each of our Board members was nominated based on the assessment of our Nominating and Corporate Governance Committee and our Board of Directors that the nominees have demonstrated an ability to make meaningful contributions to the oversight of our 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.

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

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The Nominees

Our directors standing for reelection are:

Committee Memberships

CVBF Board Committees

CBB Board Committees

Name, Current Position

and Occupation

Age

Director

Since

Independent

Audit(1)

Compensation

Nominating
& Corporate
Governance

Balance

Sheet

Management

Credit(2)

Risk

Management

Trust

Services

Raymond V. O’Brien III

Chairman of the Board

Chief Executive Officer,
Cal Plate, Inc.

2012

YES

George A. Borba, Jr.

Vice Chairman of the Board

Partner, George Borba & Son Dairy, LP; President, Belonave Dairy; President, 5 Mile Ranch LLC

2012

YES

Chair

David A. Brager

Director, President and Chief Executive Officer

President and Chief Executive Officer, CVB Financial Corp.

2020

Stephen A. Del Guercio

Director

Partner, Demetriou, Del Guercio, Springer & Francis, LLP

2012

YES

Chair

Rodrigo Guerra, Jr.

Director

Retired Partner, Skadden, Arps, Slate, Meagher & Flom LLP

2017

YES

Chair

Anna Kan

Director

CEO, Mustard Seed

Enterprises

2016

YES

Chair

Jane Olvera

Director

Founder and President, JP Marketing

2021

YES

Hal W. Oswalt

Director

President and Chief Executive Officer, Oswalt Consulting

2014

YES

Chair

(1)	One of our directors who is not standing for re-election, Kristina Leslie, is currently the Chair of our Audit Committee. The Board of Directors intends to select a new Chair of our Audit Committee following our 2022 annual meeting.

(2)	One of our directors who is not standing for re-election, Marshall Laitsch, is currently the Chair of our Credit Committee. The Board of Directors intends to select a new Chair of our Credit Committee following our 2022 annual meeting.

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All eight of our nominees were elected at our 2021 annual meeting of shareholders. Although each of the nominees was selected based on the entirety of his or her experience and skills, the following sets forth certain specific qualifications for directorship for each of our directors:

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Director since: 2012

Age: 54

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 a 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 with a concentration in Finance 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 Bethany Homeless Shelter and the Alliance Against Family Violence and Sexual Assault.

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.

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Director since: 2020

Age: 54

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 board of directors of the Western Bankers Association, as a member of the board of directors of the Pacific Bankers Management Institute, 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 our Board include his extensive banking, sales, operational and executive leadership experience.

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Director since: 2012

Age: 60

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 presently a partner with the law firm of 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.

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Director since: 2017

Age: 66

CVBF Committees:

Audit

Compensation

Nominating & Corporate

Governance (Chair)

CBB Committees:

Balance Sheet Management

Risk Management

Trust Services

Rodrigo Guerra, Jr.

Experience

Rodrigo Guerra, Jr. was appointed as a director of CVB Financial Corp. and Citizens Business Bank in 2017. Mr. Guerra is a retired partner at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, where he worked from 1983 until 2016. During his 33 years at the firm, he represented leading companies, investment banks and institutional investors in a broad range of corporate transactions, including corporate finance, mergers and acquisitions, and restructurings. He also specialized in counseling corporations and their officers and directors on securities and corporate governance matters, with particular expertise in advising special committees of directors in conflict situations. Mr. Guerra has also served as a Commissioner on the Los Angeles County Local Government Services Commission and as a board member of the Los Angeles Center for Law & Justice, Polytechnic School and Descanso Gardens. He received his B.A. from Stanford University in 1978, and his M.B.A. and J.D. from UCLA in 1982.

Qualifications

Mr. Guerra’s qualifications to sit on our Board include his deep expertise in corporate and securities law, mergers and acquisitions, and corporate governance matters, as well as his strong connections with the greater Los Angeles business and legal communities.

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Director since: 2016

Age: 48

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. 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.

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Director since: 2012

Age: 65

CVBF Committees:

Audit

Compensation

Nominating & Corporate

Governance

CBB Committees:

Balance Sheet Management

Credit

Risk Management

Trust Services

Raymond V. O’Brien III

Experience

Raymond V. O’Brien III is Chairman of the Board and has served on our Board since 2012. Mr. O’Brien has an extensive background in both manufacturing and banking. Mr. O’Brien began his professional career in banking in 1979 with Chase Manhattan Bank and moved to 1st Business Bank in 1983. In 1988, he left the banking profession and became CEO and owner of I.L. Walker, a Los Angeles-based manufacturing company. Over the next two-plus decades, Mr. O’Brien owned and led several manufacturing companies. He is currently the Chief Executive Officer and owner of Cal Plate, Inc., based in Artesia, California. Mr. O’Brien was a founding director of American Business Bank in 1997 and served as a director at that institution until 2012. Mr. O’Brien earned his B.B.A. in Finance from the University of Notre Dame in 1979. Mr. O’Brien is an active “49er” member of the Young Presidents’ Organization.

Qualifications

Mr. O’Brien’s qualifications to sit on our Board include his operational and financial expertise gained from the successful operation of a number of business entities, as well as his direct experience as a banker and bank director.

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Director since: 2021

Age: 53

CVBF Committees:

Audit

Compensation

Nominating & Corporate

Governance

CBB Committees:

Balance Sheet
Management

Risk Management

Trust Services

Jane Olvera

Experience

Jane Olvera was appointed as a director of CVB Financial Corp. and Citizens Business Bank in February 2021. Ms. Olvera has specialized in the fields of marketing and communications for over three decades and is the Founder and President of JP Marketing, which is based in Fresno, California and provides clients with competitive insights and tactical communication plans and implementation, particularly for challenged or vulnerable populations. She is also a founding partner of Windsong Productions, a video production company, and TMD Innovations, a start-up incubator. Ms. Olvera 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. Olvera 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. Olvera’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.

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Director since: 2014

Age: 74

CVBF Committees:

Audit

Compensation (Chair)

Nominating & Corporate

Governance

CBB Committees:

Balance Sheet Management

Risk Management

Trust Services

Hal W. Oswalt

Experience

Hal W. Oswalt was 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 particular expertise in financial planning, strategic planning, cost management and organizational change management.

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Corporate Governance Principles and Guidelines

Our Board of Directors is committed to good business practices, transparency in financial reporting and the highest levels of corporate governance. To that end, the Board of Directors has adopted Corporate Governance Guidelines, which among other things, provide for:

• At least a majority of independent directors;

• Non-executive, independent chair of the Board of Directors;

• Audit, compensation and nominating and corporate governance committees consisting solely of independent directors;

• Director selection process that includes compliance with all Nasdaq and State of California diversity requirements;

• Director stock ownership guidelines;

• Periodic executive sessions of non-management directors and Audit Committee directors;

• An annual self-evaluation and assessment process for the Board of Directors and its committees;

• Ethical conduct of directors;

• Prohibitions on insider trading and restriction on pledging or hedging Company stock;

• Special procedures and limits on related party transactions;

• Director access to officers and associates;

• Director access to independent advisors;

• Periodic review of management’s compensation and succession plans; and

• Methodology for reporting concerns to non-employee directors and/or the Audit Committee.

A copy of our Corporate Governance Guidelines is available on our website at www.cbbank.com by clicking the tab “Investors”, “Corporate Overview” and then “Governance Documents.”

Board Risk Oversight

Our Board of Directors is charged with providing oversight of the Company’s risk management policies and processes.

The Audit Committee

In accordance with the rules and regulations of Nasdaq, the Audit Committee is primarily responsible for overseeing our financial and internal controls, external and internal audit functions at CVB Financial Corp., and our information security management program under the Company’s Chief Information Security Officer (“CISO”).

The Risk Management Committee

The Risk Management Committee of Citizens Business Bank oversees the Bank’s Risk Management Division under our Chief Risk Officer (“CRO”). The Risk Management Division of Citizens Business Bank conducts periodic monitoring of compliance efforts with a special focus on those areas that expose the Bank to compliance, enterprise and governance risk. The purpose of this periodic monitoring is to ensure that Citizens Business Bank’s associates and business practices are adhering to established policies and procedures and regulatory and corporate governance requirements. The CRO notifies the appropriate department head, the Management Compliance Committee, the Risk Management Committee of Citizens Business Bank and the Audit Committee of CVB Financial Corp. of any significant violations noted.

Our Board Committees and Management

Our board committees meet periodically with various members of management and receive comprehensive reports on risk management, including management’s assessment of risk exposures (such as risks related to liquidity, market and interest rate sensitivity, credit, cybersecurity, fraud, bank operations, trust operations, litigation and regulatory compliance, among others), and the policies and processes in place to monitor and control such risk exposures. From time to time, the committees also receive updates between meetings from members of management relating to risk oversight and corporate governance matters. The Risk Management Committee of Citizens Business Bank is presented with a report on enterprise risk management by management on at least a quarterly basis, and this report is shared and discussed with the full Board of Directors.

In addition to the Risk Management Committee of Citizens Business Bank and the Audit Committee of CVB Financial Corp., other committees of the Board of CVB Financial Corp. consider the risks within their respective areas of responsibility. For example, the Compensation Committee of CVB Financial Corp. considers the risks that may be implicated by our executive compensation programs, including our Executive Incentive Plans.

For a discussion of the Compensation Committee’s review of CVB Financial Corp.’s executive officer compensation plans and associate incentive compensation plans and the risks associated with these plans, see the section of this proxy statement on “Compensation Governance and Risk Management.”

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Board Nominations of Director Candidates

Pursuant to Article III, Section 3.3(a) of our 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 the Board of Directors by resolution. As of the date of this proxy statement, the number of directors has been set at ten (10) persons. However, because two of our directors are retiring from our Board and not standing for re-election, but will serve out their current terms, the size of our Board has by resolution been reduced to the eight (8) persons presently nominated to serve until our 2023 annual meeting, with such reduction stated to take effect immediately prior to our 2022 annual meeting.

Our Board of Directors has established a Nominating and Corporate Governance Committee. This Committee assists the Board of Directors in director selection, as well as in review and consideration of developments in corporate governance practices. This Committee also makes recommendations to the Board of Directors regarding our director nominees for each Board of Directors committee, and reviews any director candidates submitted by shareholders. The Nominating and Corporate Governance Committee will consider candidates recommended by shareholder(s) utilizing the same criteria as candidates identified by the Committee itself.

The Nominating and Corporate Governance Committee is responsible for annually reviewing and evaluating with the Board of Directors the appropriate skills and characteristics required of members of the Board of Directors in the context of the current composition of the Board of Directors and our goals for nominees to the Board of Directors, including nominees who are current members of our Board of Directors.

The Nominating and Corporate Governance Committee has the authority to utilize, and from time to time engages, third party advisors, as appropriate, to assist it in fulfilling its Board of Directors selection function and in enhancing our corporate governance standards. Services provided by third party advisors generally include identifying and assessing potential director candidates meeting criteria established by the Nominating and Corporate Governance Committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member. In 2019, the Committee utilized Pearl Meyer to assist in developing an enhanced Board stock ownership policy (see “Director Stock Ownership Guidelines” below), and in 2021, the Committee retained Michele Lando of Skilset Communications as a consultant to assist the Board with respect to performing a director strengths and skills assessment and improving Board effectiveness (see “Annual Board and Committee Self-Evaluation Process” below).

The Nominating and Corporate Governance Committee considers the entire makeup of the Board of Directors when making its nominating recommendations to the full Board of Directors, including tenure, experience, skillset and diversity considerations. In identifying and evaluating nominees for director, the goals of the Nominating and Corporate Governance Committee include maintaining a strong, experienced and diverse Board of Directors by regularly assessing each director’s business background, current responsibilities, community involvement, independence, commitment to CVB Financial Corp. (including meaningful ownership of our common stock pursuant to our director stock ownership policy for our continuing directors) and time available for service.

The Nominating and Corporate Governance Committee also considers diversity of viewpoints, background, experience (including skills diversity), gender, membership in an underrepresented community and other demographics in the selection of nominees. Other important factors the Nominating and Corporate Governance Committee will consider in evaluating nominees include current knowledge of and contacts in CVB Financial Corp.’s core industry (banking) and other industries relevant to CVB Financial Corp.’s business, and ability to work together with other members of the Board of Directors. Members of CVB Financial Corp.’s Board also serve on the Board of Citizens Business Bank.

In December 2021, our Nominating and Corporate Governance Committee decided to rescind a mandatory director retirement policy that had originally been adopted by the Committee in 2017. This policy had provided that any Board member who reached his or her 75th birthday would be permitted to serve out the remainder of his or her then-current one-year term, but would be ineligible to be re-nominated for re-election. The Committee based its decision to rescind this policy on the continued active and constructive engagement of our board members approaching age 75, as well as published information indicating that the majority of S&P 500 public companies do not have or have eliminated policies regarding mandatory retirement ages for Board members.

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Shareholder Nominations of Director Candidates and Other Proposals

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted shareholder proposals and nominations of candidates for membership on our Board of Directors pursuant to the Company’s Bylaws. In evaluating director nominees by shareholders, the Nominating and Corporate Governance Committee will look at the same factors described under the heading “Board Nominations of Director Candidates” above that it uses for nominees who come to its attention from current members of the Board of Directors or third party advisors. Recommendations must be submitted in writing to the attention of the Chair of the Nominating and Corporate Governance Committee at the following address:

CVB Financial Corp.

701 North Haven Avenue, Suite 350

Ontario, California 91764

Shareholders should include in such recommendation the following items: (1) the name and address of each proposed director nominee, (2) the principal occupation of each proposed nominee, (3) the number of shares of voting stock of CVB Financial Corp. owned by each proposed nominee and the notifying shareholder, (4) the name and residence address of the notifying shareholder, and (5) a letter from the proposed nominee indicating that such proposed nominee wishes to be considered as a nominee for the CVB Financial Corp. Board of Directors and will serve as a member of the Board of Directors if elected. In addition, each recommendation must set forth in detail the reasons why the notifying shareholder believes the proposed nominee meets the criteria set forth in the Nominating and Corporate Governance Committee Charter for serving on CVB Financial Corp.’s Board of Directors. This Charter is available on our website at www.cbbank.com by clicking the tab “Investors”, then “Corporate Overview” and then “Governance Documents.”

In addition, our Bylaws permit shareholders to make proposals or to nominate directors for consideration prior to an annual meeting. Pursuant to Section 2.11 of the Company’s Bylaws, nominations by shareholders of persons for election to our Board of Directors or other proposals must be delivered to the Company’s Corporate Secretary, at the address specified above, no later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the anniversary date of the Company’s annual meeting for the preceding year.

If the notice relates to any business (other than the nomination of persons for election as directors) that the shareholder proposes to bring properly before a meeting of shareholders, our Bylaws require that the following items be included: (1) a brief description of the business desired to be brought before the meeting, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the corporation, the language of the proposed amendment), (3) the reasons for conducting such business at the meeting, and (4) any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made.

If the notice relates to a nomination of a director, in order to be deemed to be in proper form under Section 2.11 of our Bylaws, any such nomination must include, as to each nominee, among other things (1) all information relating to such person that is generally required to be disclosed in connection with solicitations of proxies for the election of directors in accordance with Regulation 14A under the Securities Exchange Act of 1934 (the “Exchange Act”), including information required in response to a director’s questionnaire in a form to be provided by the Company to the nominating shareholder, (2) the nominee’s written consent to being named in the proxy statement and to serving as a director if elected, (3) the number of shares of capital stock in any depositary institution or bank holding company (including the Company) owned by the nominee, and any hedging or similar transactions entered into by the nominee in order to increase or decrease the risks or voting power of such stockholdings, (4) whether the nominee would qualify as an “independent director” or “audit committee financial expert” under applicable law or Nasdaq regulations, (5) certain additional background information concerning the nominee, including any criminal convictions or bankruptcy petitions, and (6) any arrangements or understandings between the nominating shareholder and nominee relating to the nomination.

In addition, pursuant to these same provisions of our Bylaws, the nominating shareholder must provide information concerning (1) the name and address of such shareholder, (2) the number of shares of the Company’s capital stock owned by such shareholder and any derivative positions in the Company’s stock held by or on behalf of such shareholder, (3) any other shareholders or beneficial owners known by such shareholder to support the nomination being proposed, and (4) whether such shareholder is prepared to deliver a proxy statement or solicitation in support of the nomination.

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Director Tenure, Age and Diversity

The distributions of our ten directors, as of the date of this proxy statement, by tenure, age and diversity are as set forth in the three pie charts below.

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On August 6, 2021, the Securities and Exchange Commission (“SEC”) approved new listing rules that had previously been approved by Nasdaq for Nasdaq-listed companies related to board diversity. Rule 5605(f) (Diverse Board Representation) requires Nasdaq-listed companies, subject to certain exceptions, (1) to have at least one director who self-identifies as a female, and (2) to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) to explain why the reporting company does not have at least two directors on its board who self-identify in the categories listed above. In addition, Rule 5606 (Board Diversity Disclosure) requires each Nasdaq-listed company, again subject to certain exceptions, to provide statistical information about such company’s Board of Directors, in a proposed uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+. Although this disclosure rule does not go into effect for the Company until August 8, 2022, the Company nonetheless elected to commence making the requested disclosures in the uniform format proposed by Nasdaq in our proxy statement for 2021, and we have updated such disclosures for 2022 in the Board Diversity Matrix below.

Compliance with Rule 5605(f) is subject to phase-in periods of two years to have at least one diverse board member and four years to have at least two diverse board members.

In addition, the State of California has enacted two statutes on the subject of board diversity that apply to all publicly held companies whose principal executive offices are located in California. In 2018, SB 826 was adopted whereby such companies whose boards of directors have six or more members were required to have at least one female director by the end of 2019 and at least three female directors by the end of 2021. In 2020, AB 979 was adopted which requires all publicly held corporations headquartered in California to diversify their boards of directors with directors from “underrepresented communities.” Similar to Nasdaq proposed Rule 5605(f), AB 979 defines “director from an underrepresented community” as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.” Covered companies were required to have at least one director from an underrepresented community on their boards by December 31, 2021, covered companies with more than four but fewer than nine directors must have at least two such directors on their boards by December 31, 2022 and covered companies with nine or more directors must have at least three such directors on their boards by December 31, 2022. The same individual may count for the purposes of both gender and underrepresented community diversity.

The Company believes that, as of the date of this proxy statement, it is in compliance with the diversity requirements imposed by the new Nasdaq listing rules as well as the two State of California statutes summarized above, because compliance with California AB 826 is measured by whether a female holds a director seat for any portion of a calendar year, and one of our retiring directors, Ms. Leslie, will be serving as one of our directors until immediately prior to our 2022 annual meeting.

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Board Diversity Matrix (as of March 31, 2022)



Board Size:

Total Number of Directors	10

Part I: Gender Identity	Male	Female	Non-Binary	Gender Undisclosed

Number of directors based on gender identity	7	3	0	0

Part II: Demographic Background

African American or Black	0	0	0	0

Alaskan Native or American Indian	0	0	0	0

Asian	0	1	0	0

Hispanic or Latinx	1	1	0	0

Native Hawaiian or Pacific Islander	0	0	0	0

White	6	1	0	0

Two or More Races or Ethnicities	0	0	0	0

LGBTQ+	0

Undisclosed	0

Director Independence

With the exception of our President and CEO, Mr. Brager, who is the only management member serving on our Board, each of our directors is “independent” within the meaning of the rules and regulations promulgated by Nasdaq, and has been determined to be “independent” by our Nominating and Corporate Governance Committee, with respect to his or her Board service and the committees on which each such director respectively serves. In making such determinations, our Nominating and Corporate Governance Committee evaluates banking, commercial service, familial or other connections and transactions involving each director or immediate family member and his or her related interests, and the Company, if any.

Executive Sessions

Executive sessions of our independent directors are held at least six times a year. The person who presides at these meetings is typically our Chairman of the Board who is also an independent director. These executive sessions may include or exclude the Company’s management, including any executives serving on our Board, depending on the topic(s) to be discussed.

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Director Stock Ownership Guidelines

3X Annual Retainer

Our directors are expected to evidence their commitment to CVB Financial Corp. through, among other things, ownership of a meaningful amount of our common stock. In 2019, our Compensation Committee revised its guidelines for stockholdings by our non-employee directors to increase the target ownership level of CVB Financial Corp. common stock, from a dollar value of $100,000 to an amount equal to three times (3x) the annual base retainer provided to our non-employee directors. Because the amount of the annual base retainer for 2021 was $70,000 (see the section of this proxy statement on “Director Compensation”), this means the target stock ownership level for our non-employee directors was $210,000 for our 2021 fiscal year. However, under these same guidelines, new directors are provided with a reasonable period to enable them to accumulate the target amount of stock, including through the annual stock grants that are provided to our directors as part of their compensation for serving on our Board. Please see the earlier Table in this proxy statement on “How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own?”

Policy on Insider Trading, Pledging and Hedging of Company Equity Securities by Directors, Officers and Employees

The Company has adopted an “Insider Trading Policy” governing transactions in CVB Financial Corp. equity securities by officers, directors, associates and consultants of the Company, which Policy was most recently re-approved by our Board of Directors on December 15, 2021. In addition to the Policy’s general prohibitions on insider trading in violation of applicable federal law, this Policy contains a more specific set of restrictions which apply to any of our directors, NEOs and certain other officers whom the Company has designated as restricted persons due to their positions with the Company or their access to material non-public information regarding the Company (collectively, “Restricted Persons”). Under this Policy, our Restricted Persons are prohibited from engaging in specified types of transactions involving the Company’s equity securities, including any trading on a short-term basis (i.e., purchases and sales within a six-month period), short-selling or buying or selling options (including the trading of puts, calls or other market derivatives). Other forms of hedging or monetization transactions, such as equity swaps, zero-cost collars and forward sale contracts, which would allow the Restricted Person to continue to own the affected CVB Financial Corp. equity security, but without the full risks and rewards of outright ownership, are discouraged under the Policy, because such Restricted Person may no longer have the same incentives as the Company’s other shareholders, and accordingly, any Restricted Person wishing to enter into such a transaction is required to provide a detailed justification and to pre-clear the transaction with our General Counsel. Likewise, the pledge or placement in a margin account of any equity securities of the Company owned by a Restricted Person is discouraged and requires written justification and pre-clearance with our General Counsel. Pre-planned stock trading programs that otherwise satisfy the requirements of Securities and Exchange Commission Rule 10b5-1 and the terms of our Policy are generally permitted. As of the date of this proxy statement, there are no known outstanding hedged or pledged positions by any Restricted Persons involving equity securities of CVB Financial Corp., and no hedging or pledging transactions involving CVB Financial Corp. stock by any Restricted Persons have been approved within the prior fiscal year or the current year.

Director Attendance at Board Meetings and Annual Shareholders Meeting

During the 2021 calendar year, CVB Financial Corp.’s Board of Directors held 12 regular monthly meetings and two special meetings, and the Board of Directors of Citizens Business Bank held 12 regular meetings and one special meeting. The majority of the special meetings conducted during 2021 pertained to the Boards’ review and approval of the Company’s acquisition of Suncrest Bank which was consummated on January 7, 2022.

All of the ten directors of CVB Financial Corp. and Citizens Business Bank who served in 2021, and all of the eight directors of CVB Financial Corp. who are nominated for election at the 2022 annual meeting of shareholders, attended at

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least 75% of the aggregate of (i) the total number of CVB Financial Corp. and Citizens Business Bank Board meetings during 2021 which they were eligible to attend and (ii) the total number of meetings held by all committees of the Board of Directors of CVB Financial Corp. or Citizens Business Bank on which they served during 2021 and which they were eligible to attend.

The Board of Directors encourages all of its members to attend the Company’s annual meeting of shareholders. All of our directors who were directors at the time attended our 2021 annual meeting of shareholders either in person or via our conference call facility implemented due to the ongoing COVID-19 pandemic.

Committees of the Board of Directors

The Board of Directors of CVB Financial Corp. accomplishes much of its work through committees, which undertake work delegated by the Board, make recommendations to the Board for discussion and action, and enhance Board focus and productivity. As set forth previously, the Board of Directors of CVB Financial Corp. has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board of Directors of Citizens Business Bank has four standing committees: a Balance Sheet Management Committee, a Credit Committee, a Risk Management Committee and a Trust Services Committee.

Audit Committee

The Audit Committee of the Board of Directors is composed of Kristina Leslie (Chair), Stephen A. Del Guercio, Rodrigo Guerra, Jr., Anna Kan, Marshall Laitsch, Raymond V. O’Brien III, Jane Olvera, and Hal W. Oswalt. The Audit Committee operates under a written charter, adopted by the Board of Directors, which is available on our website at www.cbbank.com by clicking the tab “Investors”, then “Corporate Overview” and then “Governance Documents.” The Audit Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Each of the members of the Audit Committee is independent within the meaning of the rules and regulations of Nasdaq.

The purpose of the Audit Committee is to oversee and monitor (i) the integrity of our financial statements and the Company’s systems of internal accounting and financial controls; (ii) our compliance with applicable legal and regulatory requirements; (iii) our independent auditor qualifications and independence; (iv) the performance of our internal audit function and independent auditors; and (v) our information security program. The Board of Directors has determined that Ms. Leslie is an “audit committee financial expert” within the meaning of the rules and regulations of the SEC.

The Audit Committee has the sole authority to appoint or replace the Company’s independent auditors (including oversight of audit partner rotation). The Audit Committee is also directly responsible for the compensation and oversight of the work of the Company’s independent auditors. Our internal audit function, headed by our Chief Audit Executive, our independent auditors and our CISO report directly to the Audit Committee.

Among other things, the Audit Committee prepares the audit committee report for inclusion in the annual proxy statement; reviews and discusses with management and the independent auditors our independent certified audits; reviews and discusses with management and the independent auditors our quarterly and annual financial statements; reviews the adequacy and effectiveness of our disclosure controls and procedures; approves all auditing and permitted non-auditing services performed by our independent auditors; oversees our information security program; reviews any significant findings by our bank regulators and management’s response thereto; establishes procedures to anonymously and confidentially handle complaints we receive regarding auditing matters and accounting and internal accounting controls; and handles the confidential, anonymous submission to it by our associates of concerns or questions relating to accounting or auditing matters.

The Audit Committee also has authority to retain independent legal, accounting and other advisors as the Audit Committee deems necessary or appropriate to carry out its duties. During 2021, the Audit Committee held 12 regular monthly meetings, plus four quarterly meetings for the purpose of reviewing and approving SEC filings and appointing our independent auditing firm, and one special meeting.

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Nominating and Corporate Governance Committee

The Board of Directors has a Nominating and Corporate Governance Committee consisting of Rodrigo Guerra, Jr. (Chair), George A. Borba, Jr., Stephen A. Del Guercio, Anna Kan, Marshall Laitsch, Kristina Leslie, Raymond V. O’Brien III, Jane Olvera and Hal W. Oswalt. Each of the members of the Nominating and Corporate Governance Committee is independent within the meaning of the rules and regulations of Nasdaq.

As set forth above, the Nominating and Corporate Governance Committee:

•

Assists the Board of Directors by identifying individuals qualified to become members of the Board of Directors;

•

Recommends to the Board of Directors the director nominees for the next annual meeting;

•

Recommends to the Board of Directors director nominees for each Board committee;

•

Develops and recommends a set of corporate governance principles applicable to CVB Financial Corp. and Citizens Business Bank; and

•

Conducts our annual Board and committee self-evaluation and self-assessment.

Other specific duties and responsibilities of the Nominating and Corporate Governance Committee include: retaining and terminating any outside search firm to identify director candidates; receiving communications from shareholders regarding any matters of concern regarding corporate governance; and reviewing and reassessing the adequacy of its Charter and its own performance on an annual basis.

The procedures for nominating directors, other than by the Board of Directors itself, are set forth in CVB Financial Corp.’s bylaws and discussed above under the heading “Shareholder Nominations of Director Candidates and Other Proposals.” The Charter of the Nominating and Corporate Governance Committee is available on our website at www.cbbank.com by clicking the tab “Investors”, then “Corporate Overview” and then “Governance Documents.” The Nominating and Corporate Governance Committee held four regular meetings and one special meeting during 2021.

Compensation Committee

The Compensation Committee of the Board of Directors of CVB Financial Corp. (the “Compensation Committee”) has overall responsibility for overseeing our compensation and employee benefit plans and practices, including our executive compensation plans and our incentive compensation, bonus and equity-based plans. During 2021, this Committee was composed of Hal W. Oswalt (Chair), George A. Borba, Jr., Stephen A. Del Guercio, Rodrigo Guerra, Jr., Anna Kan, Marshall Laitsch, Kristina Leslie, Raymond V. O’Brien III and Jane Olvera. Each of the members of the Compensation Committee is independent within the meaning of the rules and regulations of Nasdaq. During 2021, the Compensation Committee held nine regular meetings and three special meetings.

The Compensation Committee has a charter which can be found on CVB Financial Corp.’s website, www.cbbank.com, by clicking the tab “Investors”, then “Corporate Overview” and then “Governance Documents.”

The Compensation Committee has the responsibility, among other things, of recommending to the Board of Directors the appropriate level of compensation for the Board of Directors, and for determining the total compensation of all executive officers of CVB Financial Corp. and Citizens Business Bank. In 2021, this responsibility included (i) working with the Company’s outside compensation consultants at Pearl Meyer to review and make appropriate adjustments to the Company’s peer group of comparable financial institutions for compensation purposes, (ii) working with Pearl Meyer to benchmark and make appropriate adjustments to the compensation parameters applicable to our named executive officers and certain other members of our senior leadership team, (iii) overseeing the formulation and implementation of the Company’s performance incentive and bonus plans for our senior officers, and (iv) conducting the annual performance evaluation of our President and CEO, Mr. Brager.

The Compensation Committee may delegate its authority to others within the organization if it deems necessary, but it has not done so. Our President and CEO, Chief Financial Officer and Human Resources Director participate, when requested to do so, in determining or recommending the amount or form of executive and director compensation (except with respect to their own compensation).

LOGO

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Compensat

Matters To Be Voted Upon:

Board

Recommendation:

Proposal 1

Election of Directors

FOR each
director nominee

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Proposal 2

Advisory resolution to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement

FOR

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Proposal 3

Ratification of the appointment of KPMG LLP as our independent public accounting firm for the year ending on December 31, 2022

FOR

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SEC Form DEF 14A filed by CVB Financial Corporation