CVB Financial (NASDAQ: CVBF) GC retirement triggers $364K equity vesting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CVB Financial Corp. announced that Executive Vice President and General Counsel Richard Wohl will retire from the company and its principal subsidiary effective June 5, 2026. Wohl has served as General Counsel since October 2011.
In connection with his retirement, the Compensation Committee approved early vesting on June 5, 2026 of several equity awards under the 2018 Equity Incentive Plan: 3,074 shares of restricted stock that would have vested in January 2027; 5,816 restricted shares that would have vested in equal parts in January 2027 and January 2028; and 9,014 restricted shares that would have vested in equal parts in January 2027, January 2028 and January 2029.
The company believes the accelerated restricted stock awards and performance restricted stock units have a total value of approximately $364,346, based on the closing stock price of $20.35 on May 22, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Restricted stock award 1: 3,074 shares
Restricted stock award 2: 5,816 shares
Restricted stock award 3: 9,014 shares
+4 more
7 metrics
Restricted stock award 1
3,074 shares
Restricted stock that would have vested in January 2027
Restricted stock award 2
5,816 shares
Restricted stock scheduled to vest in January 2027 and January 2028
Restricted stock award 3
9,014 shares
Restricted stock scheduled to vest in January 2027, 2028 and 2029
Estimated value of accelerated awards
$364,346
Total value of accelerated restricted stock and performance units
Stock price used for valuation
$20.35
Closing price on May 22, 2026
Retirement effective date
June 5, 2026
Effective retirement date of EVP and General Counsel
Start of General Counsel service
October 2011
Commencement of Richard Wohl’s service as General Counsel
Key Terms
2018 Equity Incentive Plan, restricted stock, performance restricted stock units, Compensation Committee, +1 more
5 terms
2018 Equity Incentive Plan financial
"equity awards granted to Mr. Wohl under the Company’s 2018 Equity Incentive Plan"
restricted stock financial
"an award of 3,074 shares of restricted stock which would have otherwise vested"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
performance restricted stock units financial
"early acceleration of restricted stock awards and performance restricted stock units has a total value"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Compensation Committee financial
"the Compensation Committee of the Company’s Board of Directors has provided for the early acceleration"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What leadership change did CVB Financial Corp. (CVBF) disclose in this 8-K?
CVB Financial Corp. disclosed that Executive Vice President and General Counsel Richard Wohl will retire effective June 5, 2026. He is leaving both the company and its principal subsidiary, Citizens Business Bank, after serving as General Counsel since October 2011.
When will CVB Financial Corp. (CVBF) General Counsel Richard Wohl retire?
Richard Wohl will retire effective June 5, 2026 from his roles at CVB Financial Corp. and Citizens Business Bank. The filing notes his service as General Counsel began in October 2011, highlighting a long tenure with the organization before this planned retirement.
What equity awards were accelerated for CVB Financial executive Richard Wohl?
The Compensation Committee approved early vesting of three restricted stock awards: 3,074 shares, 5,816 shares, and 9,014 shares. These awards were originally scheduled to vest between January 2027 and January 2029 under CVB Financial Corp.’s 2018 Equity Incentive Plan.
What is the estimated value of the accelerated equity for CVBF’s General Counsel?
CVB Financial Corp. estimates the early acceleration of restricted stock awards and performance restricted stock units for Richard Wohl is worth about $364,346. This valuation is based on the company’s closing stock price of $20.35 on May 22, 2026.
How did CVB Financial Corp. calculate the value of the accelerated awards?
The company valued the accelerated restricted stock awards and performance restricted stock units using its closing stock price of $20.35 on May 22, 2026. Applying this price produced an estimated total value of approximately $364,346 for Richard Wohl’s accelerated equity grants.
Under which plan were CVBF’s accelerated equity awards granted to Richard Wohl?
The accelerated equity awards for Richard Wohl were granted under CVB Financial Corp.’s 2018 Equity Incentive Plan. The Compensation Committee approved early vesting of multiple restricted stock grants originally scheduled to vest between January 2027 and January 2029.