Cvb Financial Corp DEF 14A, filed Apr 1, 2024

Cvb Financial Corp (CVBF)

DEF 14A 2024-04-01 For: 2024-05-15

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Added on June 12, 2026

About this DEF 14A

Cvb Financial Corp filed this DEF 14A on April 1, 2024.

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The 2024 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 15, 2024. We will hold our annual meeting in person. In addition, we are planning to provide interested shareholders, members of our Board of Directors and our team members, as a courtesy, the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently. There will be no food or refreshments provided at this meeting. The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 15, 2024). To join our conference call facility please dial 1 (833) 630-1956. Questions will be permitted in person and, as a courtesy, when prompted by the moderator for audio participants. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 a.m. PDT on May 22, 2024. To access the replay, please dial 1 (877) 344-7529, passcode 7329017. Please note that, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present at our annual meeting for purposes of California law, you should either (i) vote in advance by internet, telephone or return of your proxy card, or (ii) vote in person by attending the annual meeting at its designated location. Listening to the proceedings by audio conference call will not constitute attendance for legal purposes. We will not have the ability to accept or change any shareholder votes on the audio call.	At our annual meeting, we will ask you to act on the following matters:
	1.	Election of Directors. Elect eight (8) persons to the Board of Directors to serve for a term of one year and until their successors are elected and qualified. The following eight persons are our nominees:
		George A. Borba, Jr.	Jane Olvera Majors
		David A. Brager	Raymond V. O’Brien III
		Stephen A. Del Guercio	Hal W. Oswalt
		Anna Kan	Kimberly Sheehy
	2.	Advisory Compensation Vote. Approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2023 (“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 2024.
	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 22, 2024, you may vote at the annual meeting or at any postponement or adjournment of the meeting.


I.	PROXY STATEMENT SUMMARY AND GENERAL INFORMATION	1		Compensation Committee	36
	PROXY STATEMENT SUMMARY AND GENERAL INFORMATION	1			Compensation Committee Interlocks and Insider Participation	36
	PROXY STATEMENT SUMMARY	2			Compensation Committee Interlocks and Insider Participation	36
	GENERAL INFORMATION	3		Certain Relationships and Related Person Transactions	36
	Who We Are	3		Certain Relationships and Related Person Transactions	36
	Core Values	3		Policies and Procedures for Approving Related Person Transactions	36
	Board Oversight and Structure	3			36
	Our Executive Officers	3		Annual Board and Committee Self-Evaluation Process	37
	Overview of our Financial and Operating Performance in 2023	4		Annual Board and Committee Self-Evaluation Process	37
	Overview of our Financial and Operating Performance in 2023	4		Director Compensation	38
	CVB Financial Corp. Percentile Rank vs. Peers on Key Performance Indicators	5		Table on Outside Director Compensation for 2023	40
		5		Table on Outside Director Compensation for 2023	40
	Social Measures	5
	Key Elements of Diversity	8	III.	PROPOSAL NO. 2:
	Environmental Measures	13	III.	ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION	41
	Shareholder Engagement	15		ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION	41
	Who are the Largest Owners of CVBF Stock?	16		Compensation Discussion and Analysis – General Information	42
	How Much CVBF Stock do our Directors and Executive Officers Own?	17		Compensation Discussion and Analysis – General Information	42
		17		2023 Compensation Program Overview	42
	Delinquent Section 16(a) Reports	18		Philosophy and Objectives of Our Executive Compensation Program	44
	Questions and Answers about the Annual Meeting and Voting	19			44
	Questions and Answers about the Annual Meeting and Voting	19		Compensation Clawback Policy	45
				Summary of Components of Executive Compensation	46
II.	PROPOSAL NO. 1:			Summary of Components of Executive Compensation	46
	ELECTION OF DIRECTORS	22		Methodologies for Establishing Executive Compensation	48
	Voting for Director Nominees	22		Methodologies for Establishing Executive Compensation	48
	Nomination of Director Candidates	22		Role of Our Compensation Consultants	49
	The Nominees	23		Peer Group Criteria and Composition for 2023	49
	Director Skills and Experience Matrix	28		Peer Group Criteria and Composition Table	50
	Corporate Governance Principles	29		Compensation Arrangements with our President and CEO	51
	Board Risk Oversight	29		Compensation Arrangements with our President and CEO	51
	Board Nominations of Director Candidates	30		Discussion of 2023 Named Executive Officers Compensation Program	53
	Shareholder Nominations of Director Candidates and Other Proposals	30			53
		30		Base Salary	53
	Director Tenure, Age and Diversity	32		Annual Performance Incentive Compensation Plans (Incentive Compensation and Plan-Based Discretionary Bonus Amounts	54
	Board Diversity Matrix	33
	Director Independence	33
	Executive Sessions	33		Table of 2023 Performance Measures and Corresponding Bonus Percentages	56
	Director Stock Ownership Guidelines	33			56
	Policy on Insider Trading, Pledging and Hedging of Company Equity Securities	34		Table of 2023 Performance Measures and Performance Levels Achieved	57
	Director Attendance at Board Meetings and Annual Shareholders Meeting	34		Table of 2023 Payout Levels by Performance Measure	57
	Committees of the Board of Directors	34		Plan-Based Discretionary Bonus Percentages and Amounts	58
	Audit Committee	34		Plan-Based Discretionary Bonus Percentages and Amounts	58
	Nominating and Corporate Governance Committee	35		2023 Supplemental Discretionary Bonus Awards	58
		35		Supplemental Discretionary Bonus Amounts and Percentages	59
				Supplemental Discretionary Bonus Amounts and Percentages	59


Equity-Based Compensation	64		Potential Payments Upon Termination of Employment Table	77
Equity Incentive Grants to our President and CEO for 2023	65		Potential Payments Upon Termination of Employment Table	77
Equity Incentive Grants to our President and CEO for 2023	65			CEO Pay Ratio Disclosure	78
Equity Incentive Grants to our Other NEOs for 2023	65		Pay Versus Performance Disclosures for our CEO and NEOs	79
PRSU Performance Criteria and Measurement Period	65		Equity Compensation Plan Information	83
PRSU Performance Criteria and Measurement Period	65		Equity Compensation Plan Table	84
Employee Retirement Plans	66
Employee Health and Welfare Benefits	66	IV.	PROPOSAL NO. 3:
Compensation Committee Report	68		RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM	85
Summary of Compensation Table	69			85
All Other Compensation Table	70		Selection of Independent Auditors	85
Grants of Plan-Based Awards for 2023	71		Principal Auditor’s Fees	85
Outstanding Equity Awards at Fiscal Year- End Table	72		Audit Committee Oversight	85
Outstanding Equity Awards at Fiscal Year- End Table	72		Audit Committee Report	86
Option Exercises and Restricted Stock Vested in 2023 Table	73		Annual Report on Form 10-K	87
Option Exercises and Restricted Stock Vested in 2023 Table	73		Proposals of Shareholders for 2025	87
Deferred Compensation	73
Nonqualified Deferred Compensation Table	74
Potential Payments to our Named Executive Officers Upon Termination or Change in Control	74


Meeting:		Annual Meeting of Shareholders
Date:		Wednesday, May 15, 2024
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 22, 2024
Stock Symbol:		CVBF
Exchange:		Nasdaq
Common Stock Outstanding as of Record Date:		139,684,299
How to Vote Your Shares:		Online www.investorvote.com/CVBF By Phone Call the number at the top or your proxy card By Mail Complete, sign, date and return your proxy card in the envelope provided


Matters To Be Voted Upon:		Board Recommendation:
Proposal 1	Election of Directors		FOR each director nominee Page 22
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 Page 41
Proposal 3	Ratification of the appointment of KPMG LLP as our independent public accounting firm for the year ending December 31, 2024		FOR Page 85





Financial Strength	Superior People	Customer Focus	Cost-Effective Operation	Having Fun


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

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

Yamynn DeAngelis		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


2023 Net Income	2023 End of Period Assets	2023 End of Period Deposits	2023 End of Period CET1 Capital Ratio

$221.4 million	$16.02 billion	$11.43 billion	14.65%


		Common Stock Beneficially Owned
Name	Address	Number of Shares	Percent of Class(1)

BlackRock, Inc. (2)	50 Hudson Yards New York, NY 10001	19,468,132	13.9%
The Vanguard Group (3)	100 Vanguard Boulevard Malvern, PA 19355	15,701,547	11.1%
The Marital Trust Under the George Borba Family Trust (“Borba Family Trust”); The Borba Children’s Holding Trust (“Borba Children’s Trust”); George Borba and Son Dairy, L.P.; George A. Borba, Jr., individually and as co-trustee (with shared voting and dispositive power) of the Borba Family Trust and Borba Children’s Trust; and Linda B. Gourdikian, individually and as co-trustee (with shared voting and dispositive power) of the Borba Family Trust and the Borba Children’s Trust (collectively, the “Borba Family Group”) (4)	14461 Taft Highway Bakersfield, CA 93311	7,624,674	5.5%
State Street Corporation(5)	State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114	7,191,721	5.2%


	Common Stock Beneficially Owned
Name	Number of Shares(1)	Percent of Class(2)
George A. Borba, Jr.(3) Vice-Chairman of the Board and Nominee	7,548,502	5.4%

David A. Brager President and Chief Executive Officer, Director and Nominee	166,346	*

Stephen A. Del Guercio Director and Nominee	46,232	*

Anna Kan(4) Director and Nominee	35,132	*

Jane Olvera Majors(5) Director and Nominee	16,749	*

Raymond V. O’Brien III Director and Nominee	52,232	*

Hal W. Oswalt Chairman of the Board and Nominee	40,232	*

Kimberly Sheehy Director and Nominee	11,218	*

David F. Farnsworth Executive Vice President, Chief Credit Officer	56,374	*

David C. Harvey Executive Vice President, Chief Operating Officer	100,042	*

E. Allen Nicholson(6) Executive Vice President, Chief Financial Officer	105,433	*

Richard H. Wohl Executive Vice President, General Counsel	34,812	*

Current Directors and Executive Officers as a Group(7) (13 persons)	8,345,014	6.0%


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


KNOWLEDGE, SKILLS AND EXPERIENCE	Borba, Jr.	Brager	Del Guercio	Kan	Olvera Majors	O’Brien	Oswalt	Sheehy
Banking/Financial Services		·				·	·
Credit Management/Underwriting	·	·				·
Finance/Accounting/Audit		·	·	·	·	·	·	·
Governance/Legal			·				·
Human Resources/Compensation/Succession Planning		·		·	·	·	·
Regulatory/Risk Management		·	·			·	·	·
Sales/Marketing	·	·		·	·	·
Strategic Planning		·			·		·
Technology/Cybersecurity							·	·
Trust/Investment Services	·		·	·


Corporate Governance Principles and Guidelines Our Board of Directors is committed to good business practices, transparency in financial reporting and strong corporate governance. To that end, the Board of Directors has adopted Corporate Governance Guidelines, which among other things, provide for: • Annual director elections; • 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 unlawful insider trading and restrictions 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 anonymous reports of concern 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 Committee 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.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 seek 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 Board committees also receive updates between meetings from members of management relating to risk oversight and corporate governance matters. ↓ Additional Risk Oversight 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 Plan and the associated individual or group performance compensation plans. For a discussion of the Compensation Committee’s review of CVB Financial Corp.’s executive officer compensation plans and associate incentive plans and the risks associated with these plans, see the section of this proxy statement on “Compensation Governance and Risk Management.”



Board Size:


Total Number of Directors	8


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


Number of directors based on gender identity	5	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	0	1	0	0


Native Hawaiian or Pacific Islander	0	0	0	0


White	5	1	0	0


Two or More Races or Ethnicities	0	0	0	0


LGBTQ+	0


	Fees Earned or Paid in Cash	Restricted Stock Awards	Stock Option Awards	All Other Comp	Total
Name	($)(1)	($)(2)(3)	($)(3)	($)(4)	($)

George A. Borba, Jr.	100,000	99,167	-	-	199,167
(Vice Chairman)
Stephen A. Del Guercio	80,000	99,167	-	-	179,167
Anna Kan	70,000	99,167	-	-	169,167
Jane Olvera Majors	70,000	99,167			169,167
Raymond V. O’Brien III	70,000	99,167	-	-	169,167
Hal W. Oswalt	143,000	99,167	-	-	242,167
(Chairman)
Kimberly Sheehy	90,000	99,167	-	-	189,167


	The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers, as disclosed in this Proxy Statement.


WHAT WE DO:		WHAT WE DO NOT DO:
ü	Align short-term and long-term executive incentive plan targets with business goals and stockholder interests	ü	Provide Section 280G gross-up payments
ü	Conduct annual say-on-pay advisory votes	ü	Reward executives for taking excessive, inappropriate or unnecessary risks
ü	Conduct stockholder outreach to solicit feedback and discuss our business and compensation practices	ü	Allow for the repricing or backdating of equity awards
ü	Retain an independent compensation consultant to advise our Compensation Committee	ü	Provide multi-year guaranteed salary increases or non-performance-based incentive arrangements
ü	Use performance metrics that compare our performance to external benchmarks	ü	Rely exclusively on any single metric such as total stockholder return as our only performance metric
ü	Maintain a robust insider trading policy	ü	Provide incentive awards for below-threshold performance
ü	Maintain a “clawback” policy for any erroneously paid bonuses that applies to our NEOs and other associates	ü	Provide multi-year stock grants
ü	Re-evaluate and update the composition of our peer group periodically, particularly in light of our significant growth	ü	Permit hedging and pledging of our stock by executives without special approval
ü	Provide minimum thresholds for vesting of performance-based RSUs in the event the results of a performance metric are below a minimum acceptable level	ü	Have single trigger vesting for cash compensation due our executives under our CEO’s 2022 Employment Agreement or our NEO change-in-control agreements


Component	Characteristics	Purpose
Base Salary	This is a fixed cash compensation amount. Each executive officer is eligible for an annual salary increase, which will typically occur on or between January 1 and March 31 of each calendar year, based on performance and market adjustments.	The base salary component allows us to compensate our officers at a level that we believe is competitive in our industry. This helps us to attract and retain highly qualified executives. This rewards individual performance and tenure of experience, and provides a level of stability for our officers.
Annual Incentive Compensation Awards	Paid based on CVB Financial Corp.’s and/or Citizens Business Bank’s attainment of enumerated financial and business metrics and goals established annually pursuant to our Executive Incentive Plan. Individual executives are provided with specific performance criteria based on their respective positions with CVB Financial Corp. and/or Citizens Business Bank.	The incentive compensation element serves to reward our executives when CVB Financial Corp. and/or Citizens Business Bank meet specified financial and business metrics and goals for the year, which we believe add to shareholder value. This component incentivizes our executives to meet objective performance targets, which in turn helps us to meet the Company’s overall strategic goals.
Plan-Based Discretionary Bonus Payments	This component (for 2023, up to 30% of base salary for our CEO and up to 20% of base salary for our other NEOs) is discretionary and based on each executive’s individual performance as a senior manager of CVB Financial Corp. and/or Citizens Business Bank. The evaluation criteria are tailored to each executive’s areas of responsibility.	This discretionary bonus element is designed to encourage our executives to meet their enumerated non-financial goals, such as risk management, customer retention, staff recruitment and retention, and support for other divisions. This component incentivizes teamwork and the achievement of non-metrics-based objectives that are critical for our overall success.
Supplemental Discretionary Bonus Payments	This component is entirely discretionary and is awarded by the Committee only in rare instances, under circumstances where the Committee determines that extraneous and unexpected events or circumstances have occurred that would otherwise materially and unfairly reduce the overall incentive and/or bonus compensation for the executive concerned. Prior to 2023, the most recent instance was in 2013 when one of our NEOs received a supplemental discretionary bonus in the amount of $28,700.	This discretionary bonus component, in the infrequent cases when it is utilized by our Compensation Committee, is intended to partially mitigate the impact of specific events or circumstances that would otherwise unduly affect an executive's annual incentive compensation, so that the executive's overall incentive and bonus compensation fairly reflects, in the Committee's view, the executive's contributions to the Company's overall financial success and/or safety and soundness for the period in question.


NEO	2022 Annual Salary	2023 Annual Salary	% Increase


David A. Brager	$800,000	$825,000	3.1%
E. Allen Nicholson	$500,000	$520,000	4.0%
David F. Farnsworth	$380,000	$400,000	5.3%
David C. Harvey	$510,000	$530,000	3.9%
Richard H. Wohl	$330,000	$350,000	6.1%


	Brager	Nicholson	Farnsworth	Harvey	Wohl


Performance Measures	Performance Measure Weighting as a Percentage of Total


Net Profit After Tax (CVB Financial Corp.)	50%	50%	50%	50%	50%
Average Demand Deposits(1)	10%	10%	0%	10%	0%
Average Total Loans (Net)(2)	10%	10%	20%	10%	15%
Noninterest Income(3)	0%	10%	0%	10%	10%
Noninterest (Operating) Expenses(4)	10%	20%	10%	20%	15%
Delinquencies (Quarterly Average)	0%	0%	10%	0%	0%
Nonperforming Loans + REO/Total Loans (Quarterly Average)	0%	0%	10%	0%	0%
Legal Expenses and Recoveries(5)	0%	0%	0%	0%	10%
Subjective Job Performance	20%
Total incentive award opportunity under Plan	100%	100%	100%	100%	100%


Performance Measures		Level 1 (Threshold)	Level 2 (Target)	Level 3 (Maximum)


CEO Opportunity		75%	100%	150%


NEO Opportunity	2022 Results	20%	40%	60%	2023 Results	Payout Level


	Dollar amounts in thousands


Net Profit After Tax Hurdle (CVB Financial Corp.)	$235,425	$200,000			Hurdle Met
Net Profit After Tax (CVB Financial Corp.)	$235,425	$230,000	$250,000	$270,000	$221,435	Not Met
Average Demand Deposits	$8,839,600	$8,000,000	$8,800,000	$8,600,000	$7,793,000	Not Met
Average Total Loans (Net)	$8,677,000	$9,000,000	$9,075,000	$9,150,000	$8,893,335	Not Met
Noninterest income	$47,200	$46,000	$48,000	$50,000	$59,300	3
Noninterest (Operating) Expense	$210,500	$232,000	$227,000	$222,000	$230,000	1
Delinquencies (Quarterly Average)	0.01%	0.05%	0.04%	0.00%	0.00%	3
Nonperforming Loans + OREO/Total Loans (Quarterly Average)	0.12%	0.35%	0.25%	0.13%	0.13%	3
Legal Expenses Net of Recoveries	$630	$775	$725	$675	$1,647	Not Met


NEO	Maximum 2023 Plan-based Discretionary Bonus Opportunity (percent of base salary)	2023 Plan-based Discretionary Bonus Percent Awarded	Dollar Value of 2023 Plan-based Discretionary Bonus Award


David A. Brager	30%	28%	$231,000
E. Allen Nicholson	20%	20%	$104,000
David F. Farnsworth	20%	20%	$80,000
David C. Harvey	20%	20%	$106,000
Richard H. Wohl	20%	20%	$70,000


	(a)	(b)	(c)	(d)
NEO	Dollar Amount of 2023 Supplemental Discretionary Bonus	Total Dollar Amount of Incentive Award, Plan-based Discretionary Bonus and Supplemental Discretionary Bonus for 2023	Total Dollar Amount of Incentive Award and Plan-based Discretionary Bonus for 2022(1)	Percentage of Amount in Column (c) for 2023 Compared to Amount in Column (d) for 2022

David A. Brager	$450,000	$742,875	$1,080,000	68.8%
E. Allen Nicholson	$90,000	$246,000	$350,000	70.3%
David F. Farnsworth	$58,000	$194,000	$277,000	69.9%
David C. Harvey	$90,000	$249,000	$357,000	69.7%
Richard H. Wohl	$55,000	$156,500	$244,000	69.7%


THE COMPENSATION COMMITTEE
Hal W. Oswalt, Chair		Jane Olvera Majors
George A. Borba, Jr.		Raymond V. O’Brien III
Stephen A. Del Guercio		Kimberly Sheehy
Anna Kan


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)(4)	Option Awards ($)(4)	Non-Equity Executive Incentive Plan Comp. ($)(5)(6)	Change in Pension Value and Nonqualified Deferred Comp. Earnings ($)(7)	All Other Comp. ($)(8)	Total ($)


David A. Brager	2023	824,039	681,000	1,200,005	-	61,875		71,720	2,838,638
President and CEO of the Company and the Bank	2022	796,923	200,000	959,469	-	880,000	-	76,244	2,912,636
	2021	715,385	180,000	863,835	-	810,000		66,590	2,635,810


E. Allen Nicholson	2023	519,231	194,000	499,994	-	52,000		48,654	1,313,879
EVP, Chief Financial Officer	2022	498,396	90,000	516,810	-	260,000	-	49,713	1,414,919
of the Company and the Bank	2021	448,077	81,000	449,873	-	243,000	-	48,628	1,270,578


David F. Farnsworth	2023	399,310	138,000	380,013	-	56,000		44,091	1,017,414
EVP, Chief Credit Officer of the Bank	2022	378,781	64,600	415,695	-	212,800	-	45,521	1,117,397
	2021	339,039	51,000	299,849	-	176,800	-	44,683	911,370


David C. Harvey	2023	529,310	196,000	499,994	-	53,000	-	61,254	1,339,559
EVP, Chief Operating Officer of the Bank	2022	508,077	91,800	516,810	-	265,200	-	60,054	1,441,941
	2021	458,462	82,800	449,873	-	266,800	-	57,880	1,315,815


Richard H. Wohl	2023	349,310	125,000	330,009	-	31,500		41,718	877,537
EVP, General Counsel of the Company and the Bank	2022	329,311	56,100	224,700	-	168,300	-	43,121	821,532
	2021	309,615	27,900	179,550	-	136,400	-	47,954	701,419


Name	Year	401(k)/Profit Sharing Plan Contributions	Auto Allowance	Insurance(1)	Country Club Dues	Other(2)	Total

David A. Brager	2023	16,500	24,000	17,766	9,760	3,694	71,720
E. Allen Nicholson	2023	16,500	14,400	17,754	-	-	48,654
David F. Farnsworth	2023	16,500	14,400	13,191	-	-	44,091
David C. Harvey	2023	16,500	14,400	17,766	12,342	246	61,254
Richard H. Wohl	2023	16,500	12,000	13,218	-	-	41,718


			Estimated Possible Payouts Under Non-Equity Performance Compensation Plan Awards(1)			Estimated Possible Payouts Under Equity Performance Incentive Plan Awards: Number of Shares of Stock or Units(2)			All Other Stock Awards: Number of Shares of Stock	All Other Option Awards: Number of Shares of Stock	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option
Name	Grant Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (#)(3)	Units (#)	($/ Share)	Awards ($)(4)


David A. Brager	Cash Incentive Award	2/22/2023	495,000	660,000	990,000
	Time RSUs	1/25/2023							24,814			600,003
	PRSUs	1/25/2023				18,611	24,814	31,018				600,003


E. Allen Nicholson	Cash Incentive Award	2/22/2023	104,000	208,000	312,000
	Time RSUs	1/25/2023							10,339			249,997
	PRSUs	1/25/2023				7,754	10,339	12,924				249,997


David F. Farnsworth	Cash Incentive Award	2/22/2023	80,000	160,000	240,000
	Time RSUs	1/25/2023							7,858			190,006
	PRSUs	1/25/2023				5,894	7,858	9,823				190,006


David C. Harvey	Cash Incentive Award	2/22/2023	106,000	212,000	318,000
	Time RSUs	1/25/2023							10,339			249,997
	PRSUs	1/25/2023				7,754	10,339	12,924				249,997


Richard H. Wohl	Cash Incentive Award	2/22/2023	70,000	140,000	210,000
	Time RSUs	1/25/2023							6,824			165,004
	PRSUs	1/25/2023				5,118	6,824	8,530				165,004


	Option Awards				Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock (#) That Have Not Vested	Market Value of Shares or Units of Stock (#) That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(1)


David A. Brager					24,814(2)	500,995	24,814(5)	500,995
					14,234(3)	287,384	26,688(6)	542,869
					7,217(4)	145,711	27,063(7)	546,402



E. Allen Nicholson	6,000		16.62	6/22/2026	10,339(2)	208,744	10,339(5)	208,744
					11,500(3)	232,185	14,375(6)	290,231
					3,759(4)	75,894	14,094(7)	284,558



David F. Farnsworth					7,858(2)	158,653	7,858(5)	158,653
					6,167(3)	124,512	11,563(6)	233,457
					2,505(4)	50,576	9,394(7)	189,665



David C. Harvey					10,339(2)	208,744	10,339(5)	208,744
					7,667(3)	154,797	14,375(6)	290,231
					3,759(4)	75,894	14,094(7)	284,558



Richard H. Wohl					6,824(2)	137,777	6,824(5)	137,777
					3,334(3)	67,313	6,250(6)	126,188
					1,500(4)	30,285	5,625(7)	113,569
					4,000(8)	80,760


(a)	(b)	(c)	(d)	(e)	(f)
Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions Last FY ($)	Aggregate Earnings in Last FY ($)(2)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FY ($)(2)(3)

David A. Brager	485,125		130,921		1,590,044
E. Allen Nicholson	215,962		75,299		1,094,695
David F. Farnsworth	27,740		3,342		31,082
David C. Harvey	131,588		39,627		324,334


Name	Cash Severance Arrangements/ Compensation ($)	Acceleration of Unvested Options, Stock Awards and Any Incentive Cash Awards ($)	Total Termination Benefits ($)

David A. Brager
Voluntary Termination or Retirement(1)
Involuntary Termination (other than For Cause)	3,522,875(2)		3,522,875
Involuntary Termination (For Cause)
Termination in Connection with a Change in Control	3,570,987(3)	2,955,372(4)	6,526,359
Death or Disability		2,303,255(5)	2,303,255


E. Allen Nicholson
Voluntary Termination or Retirement(1)
Involuntary Termination (other than For Cause)
Involuntary Termination (For Cause)
Termination in Connection with a Change in Control	1,716,426(6)	1,452,099(4)	3,168,211
Death or Disability


David F. Farnsworth
Voluntary Termination or Retirement(1)
Involuntary Termination (other than For Cause)
Involuntary Termination (For Cause)
Termination in Connection with a Change in Control	1,342,260(6)	1,078,897(4)	2,420,843
Death or Disability


David C. Harvey
Voluntary Termination or Retirement(1)
Involuntary Termination (other than For Cause)
Involuntary Termination (For Cause)
Termination in Connection with a Change in Control	1,746,573(6)	1,452,099(4)	3,198,211
Death or Disability


Richard H. Wohl
Voluntary Termination or Retirement(1)
Involuntary Termination (other than For Cause)
Involuntary Termination (For Cause)
Termination in Connection with a Change in Control	1,151,284(6)	707,115(4)	1,858,085
Death or Disability


(a)	(b)	(c)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Year	Summary Compensation Table Total for First PEO	Summary Compensation Table Total for Second PEO	Compensation Actually Paid to First PEO(1)(2)	Compensation Actually Paid to Second PEO(1)(2)	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid to Non-PEO NEOs(1)(2)	Total Shareholder Return(3)	Peer Group Total Shareholder Return(3)	Net Income	Return on Average Common Tangible Equity(4)

2023	2,838,638	-	2,240,688	-	1,137,097	888,518	108.83	113.43	221,435,000	18.48%
2022	2,912,636	-	3,570,181	-	1,198,947	1,463,968	133.47	111.85	235,425,000	18.85%
2021	2,635,810	-	2,843,033	-	1,049,796	1,047,772	107.62	119.77	212,521,000	15.93%
2020	2,287,691	925,898	2,312,641	327,398	862,156	858,580	94.75	91.61	177,159,000	14.25%


(a)	(b)	(c)	(d)
Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(3)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (b))(4)

Equity compensation plans approved by security holders(1)	575,392	$20.50	6,019,107
Equity compensation plans not approved by security holders	-	-	-
Total	575,392	$20.50	6,019,107


	2023	2022
	($)	($)

Audit Fees(1)	1,662,420	1,635,432
Audit-related Fees(2)	-	110,000
Tax Fees(3)	-	-
All Other Fees(4)	-	-
Total	1,662,420	1,745,432


THE AUDIT COMMITTEE
Kimberly Sheehy, Chair	Jane Olvera Majors
Stephen A. Del Guercio	Raymond V. O’Brien III
Anna Kan	Hal W. Oswalt