Sector: Financials
CVB FINANCIAL CORP · Meeting: May 20, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2012 with strong agricultural and business banking expertise; CVBF's 3-year price return of 41.5% is strong positive, and the gap vs. QABA of -16.4pp is well below the 65pp trigger threshold for strong-positive TSR, so no TSR concern applies.
CEO and director since 2020; as an executive director he is subject to the same TSR trigger as others, but CVBF's 3-year return of 41.5% is strong positive and the -16.4pp gap vs. QABA is well below the 65pp threshold, so no TSR trigger fires; attendance is confirmed above 75%.
Director since 2012 with legal and governance expertise; the QABA TSR gap of -16.4pp does not meet the 65pp trigger threshold for strong-positive absolute TSR, and attendance is confirmed above 75%.
Director since 2016 with CEO and entrepreneurial experience; the -16.4pp gap vs. QABA is well below the 65pp trigger threshold applicable to CVBF's strong-positive 3-year TSR, and attendance is confirmed above 75%.
Director since 2021 with marketing and business leadership experience; the -16.4pp gap vs. QABA does not trigger a vote against given the 65pp threshold for strong-positive absolute TSR, and attendance is confirmed above 75%.
Director since 2012 and business entrepreneur; CVBF's strong-positive 3-year TSR means the QABA gap of -16.4pp falls well short of the 65pp trigger threshold, and attendance is confirmed above 75%.
Chairman since 2022, director since 2014, with extensive consulting and governance experience; the -16.4pp gap vs. QABA does not reach the 65pp threshold for strong-positive absolute TSR, and attendance is confirmed above 75%.
Director since November 2025, well within the 24-month exemption window, so the TSR trigger does not apply; brings financial expertise as retired financial executive and will serve as incoming Audit Committee Chair.
Contingent nominee from Heritage Commerce Corp., a retired finance and technology executive; election contingent on merger closing, and as a new nominee the TSR trigger does not apply; brings relevant financial expertise appropriate for committee service.
Contingent nominee from Heritage Commerce Corp. and incoming President; election contingent on merger closing, and as a new nominee the TSR trigger does not apply; brings direct community banking CEO experience relevant to the combined organization.
All ten director nominees receive a FOR vote determination. CVBF's 3-year price return of 41.5% is in the strong-positive tier, and the underperformance gap versus the QABA community bank index of -16.4 percentage points is well below the 65-percentage-point trigger threshold required to recommend against any director under the strong-positive TSR rules. All continuing directors met the 75% attendance threshold. Two nominees (Biagini-Komas and Jones) are contingent on the Heritage Commerce Corp. merger closing before the May 20, 2026 meeting.
CEO
David A. Brager
Total Comp
$3,803,565
Prior Support
N/A
CEO David Brager's total compensation of approximately $3.8 million is consistent with a community bank CEO at CVBF's market cap and asset size, and the proxy discloses that his total compensation targets the 50th percentile of the company's peer group. The pay structure is well-designed: compensation is split among base salary ($930,000), metrics-based cash incentive tied to financial performance goals, and equity awards split evenly between time-vesting and performance-vesting restricted stock units with a three-year performance period benchmarked against peer banking companies, meaning the majority of compensation is variable and tied to measurable outcomes. A clawback policy meeting SEC and Nasdaq requirements is in place, and there is no indication of prior year Say-on-Pay support falling below 70% that would require a response from the board.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG LLP is a Big Four firm appropriate for a $2.8 billion market cap bank. The proxy filing text does not include a fee table with extractable audit and non-audit fee figures in the sections provided, so the non-audit fee ratio trigger cannot be confirmed as firing; in the absence of confirmed data the policy requires a FOR vote. No material restatements are disclosed and KPMG's tenure is not explicitly stated in the available text, so the tenure trigger cannot fire per policy. No negative factors are confirmed.
The 2026 CVB Financial Corp. annual meeting presents a clean ballot with no significant governance concerns. All ten director nominees receive a FOR vote determination as CVBF's strong positive 3-year total shareholder return of 41.5% means the -16.4 percentage point gap versus the QABA community bank index falls well short of the 65 percentage point threshold needed to trigger a vote against any director; the executive compensation program is appropriately structured with majority performance-based pay and a compliant clawback policy; and KPMG LLP as auditor raises no confirmed independence or fee-ratio concerns.
