CEO pay at CVB Financial (NASDAQ: CVBF) extended through 2029

Rhea-AI Filing Summary

CVB Financial Corp. renewed CEO David A. Brager’s employment agreement, extending his term through June 30, 2029 with ongoing automatic one‑year renewals unless either party terminates. Brager, age 59, has been CEO since March 2020 and with the company since 2003.

The agreement keeps his annual base salary at $966,000 initially, with potential upward adjustments at the Compensation Committee’s discretion. He remains eligible for an annual cash bonus targeting 120% of base salary, up to a maximum of 180%, tied to company and individual performance.

Equity awards are expected each year with a target grant value of 180% of base salary and a minimum of 150%, using Time RSUs, Performance RSUs, options or restricted stock. If terminated without cause or he resigns for good reason, Brager is entitled to cash severance of 2x base salary plus 2x average bonus, rising to 2.5x each plus 24 months of medical and dental benefits in certain change‑in‑control situations, plus accelerated vesting of equity awards. He also receives a $2,000 monthly car allowance and club membership reimbursements.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO base salary: $966,000 per year Target annual bonus: 120% of base salary Maximum annual bonus: 180% of base salary +5 more

8 metrics

CEO base salary $966,000 per year Base salary at start of renewed term

Target annual bonus 120% of base salary Executive Performance Compensation Plan

Maximum annual bonus 180% of base salary Executive Performance Compensation Plan

Target annual equity grant 180% of base salary Expected grant date value under equity plan

Minimum annual equity grant 150% of base salary Minimum grant date value under equity plan

Standard severance multiple 2x base salary + 2x average bonus Termination without cause or for good reason

Change-in-control severance multiple 2.5x base salary + 2.5x average bonus Qualifying termination around a change-in-control

Car allowance $2,000 per month Monthly automobile allowance for CEO

Key Terms

Performance RSUs, Time RSU, change-in-control, good reason, +2 more

6 terms

Performance RSUs financial

"Performance criteria and performance targets for Performance RSUs are to be established"

Performance RSUs are promises to deliver company shares to executives or employees only if the business meets preset goals such as revenue, profit, stock price, or operational targets. They matter to investors because they align management pay with measurable company results and can affect the number of shares outstanding and future earnings per share once the shares are issued. Think of them as a bonus paid in stock that only arrives if the team hits the agreed milestones.

Time RSU financial

"make additional Time RSU, Performance RSU and/or stock option or restricted stock grants"

change-in-control financial

"terminated without “cause” within 180 days before a “change-in-control” or within 12 months"

A change-in-control is a transaction or event that shifts who ultimately owns or runs a company—such as a sale, merger, or transfer of a majority of voting shares—and often triggers contractual protections, payoffs or rule changes. Investors care because it can instantly alter a company’s leadership, strategy, cash flows and the value or timing of stock payouts, much like handing a house’s keys to a new owner who may change the rules and distribute proceeds differently.

good reason financial

"resigns for “good reason” (as such term is defined in the Third Amended"

Executive Performance Compensation Plan financial

"participate each year in the Company’s Executive Performance Compensation Plan adopted"

Equity Incentive Plan financial

"In addition, and in accordance with the terms of the Company’s 2018 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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Understanding 8-K Material Events →

0000354647false00003546472026-06-012026-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 01, 2026

CVB Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

California			000-10140	95-3629339
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
701 N HAVEN AVE STE 350
ONTARIO , California				91764
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 909 980-4030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, No Par Value		CVBF		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2026, CVB Financial Corp. (“CVB”) and its principal subsidiary, Citizens Business Bank, National Association (the “Bank” and with CVB, the “Company”), entered into a Third Amended and Restated Employment Agreement (the “Third Amended and Restated Employment Agreement”) with David A. Brager, the Company’s Chief Executive Officer (“CEO”). This Third Amended and Restated Employment Agreement represents the renewal and extension of the Company’s existing Second Amended and Restated Employment Agreement with Mr. Brager dated July 1, 2024 (the “Second Amended and Restated Employment Agreement”) through June 30, 2029. Although the Second Amended and Restated Employment Agreement was not due to expire until June 30, 2027, the Company’s Board of Directors deemed it to be in the Company’s best interests to engage in the early renewal of Mr. Brager’s employment arrangements in the form of the Third Amended and Restated Employment Agreement at this time.

Mr. Brager is 59 years old and initially assumed the position of CEO of the Company on March 16, 2020. Mr. Brager has been employed by the Company since 2003, including serving as Executive Vice President and Sales Division Manager of the Bank from 2010 to 2020.

As in the case of the Second Amended and Restated Employment Agreement, the Third Amended and Restated Employment Agreement provides that Mr. Brager shall be employed for a term of approximately three years, in this instance ending on June 30, 2029, with successive renewal terms for one-year periods thereafter in each case unless terminated by either the Company or Mr. Brager.

Mr. Brager’s base salary is set at his current annualized level of $966,000 at the commencement of the renewed term. The Company’s Compensation Committee will evaluate Mr. Brager’s and the Company’s performance annually, and the Company’s Compensation Committee may adjust Mr. Brager’ base salary upward from time to time in its sole discretion. During the term of the Third Amended and Restated Employment Agreement, Mr. Brager will continue to be eligible to participate each year in the Company’s Executive Performance Compensation Plan adopted under the Company’s 2023 Executive Incentive Plan, with a target bonus opportunity of 120% of base salary and with a maximum bonus under such plan of 180% of Mr. Brager’s base salary, depending on the Company’s and Mr. Brager’s achievement of performance goals and the Compensation Committee’s evaluation of Mr. Brager’s overall performance.

In addition, and in accordance with the terms of the Company’s 2018 Equity Incentive Plan (or any comparable plan subsequently adopted by the Company), the Third Amended and Restated Employment Agreement provides for CVB’s Compensation Committee to make additional Time RSU, Performance RSU and/or stock option or restricted stock grants to Mr. Brager annually during the term of the Third Amended and Restated Employment Agreement, with an expected annual target grant date value of the underlying equity of one hundred eighty percent (180%) of Mr. Brager’s annual base salary at time of grant, and with a minimum annual grant date value of one hundred fifty percent (150%) of Mr. Brager’s annual base salary at time of grant, in such forms of awards and on such terms as may be determined from time to time by CVB’s Compensation Committee.

The performance criteria and performance targets for Performance RSUs are to be established by CVB’s Compensation Committee and set forth in an award agreement as of the grant date. Except as described below, Performance RSUs will vest, based on performance, at the end of the three-year performance period only if Mr. Brager continues in employment with the Company through such date.

The Third Amended and Restated Employment Agreement provides that, if Mr. Brager is terminated without “cause” (other than by reason of his death or disability) or resigns for “good reason” (as such term is defined in the Third Amended and Restated Employment Agreement), he is to be paid an amount equal to the sum of two (2x) his annual base pay plus two (2x) his average annual bonus granted for the preceding two calendar years, which amount is payable over 18 months. Mr. Brager’s receipt of any severance benefits pursuant to the terms of the Third Amended and Restated Employment Agreement (including severance benefits upon a “change-in-control” described below) is conditioned upon his execution of a release of claims in favor of the Company.

In the event Mr. Brager is terminated without “cause” within 180 days before a “change-in-control” or within 12 months after a “change-in-control” or resigns for “good reason” within 12 months after a “change-in-control” (as such terms are defined in the Third Amended and Restated Employment Agreement), he is to be paid an amount equal to the sum of (i) two and a half times (2.5x) his annual base pay, plus (ii) two and a half times (2.5x) his average annual bonus granted for the preceding two calendar years, plus (iii) the after-tax cost equivalent of 24 months of medical and dental coverage for Mr. Brager and any of his dependents covered under Company plans, which aggregate amount is payable over 18 months following termination.

In addition, upon a change-in-control, with or without Mr. Brager’s termination of employment, Mr. Brager’s unvested options and Time RSUs are to vest immediately; Mr. Brager’s Performance RSUs for any performance period for which less than two years have been completed prior to the change-in-control are to vest immediately at the target number of shares established in the applicable grant; and Mr. Brager’s Performance RSUs for any performance period that has ended or for which at least two years of the performance period have been completed prior to the change-in-control are to vest immediately for the number of shares based on actual performance during the performance period or the completed portion of the performance period.

Furthermore, in the event that Mr. Brager dies or becomes permanently disabled during his tenure as the Company’s CEO, Mr. Brager’s unvested options, Time RSUs and Performance RSUs would vest in full, with the Performance RSUs to vest at the target number of shares established in the applicable grant.

Additionally, the Third Amended and Restated Employment Agreement provides for Mr. Brager to receive a monthly automobile allowance of $2,000 and reimbursement for the reasonable costs of one country club membership and one social club membership, in addition to standard employee benefits provided generally to Company employees.

The foregoing summary of the Third Amended and Restated Employment Agreement is qualified in its entirety by reference to such Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No	Description
10.1	Third Amended and Restated Employment Agreement by and among CVB Financial Corp. and Citizens Business Bank, on the one hand, and David A. Brager, on the other hand, dated June 1, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CVB FINANCIAL CORP.
Date:	June 1, 2026	By:	/s/ E. Allen Nicholson
			E. Allen Nicholson Executive Vice President and Chief Financial Officer

FAQ

What did CVBF change in CEO David Brager’s contract?

CVB Financial Corp. extended CEO David Brager’s employment through June 30, 2029 and confirmed his existing pay structure, including salary, bonus opportunities, equity awards, severance protections and perquisites such as a car allowance and club memberships.

How much is CVBF CEO David Brager’s base salary under the new agreement?

David Brager’s base salary is set at $966,000 per year at the start of the renewed term. The Compensation Committee may increase this amount over time based on its annual performance evaluation and discretion.

What bonus opportunities does CVBF’s CEO have under the renewed deal?

David Brager can earn an annual cash bonus with a target of 120% of base salary and a maximum of 180%. Actual payouts depend on company results, achievement of performance goals and the Compensation Committee’s assessment.

What equity incentives will CVBF grant to CEO David Brager?

Each year, CVB Financial expects to grant David Brager equity awards with a target grant date value of 180% of base salary and a minimum of 150%. Awards may include Time RSUs, Performance RSUs, stock options or restricted stock.

What severance protections does CVBF’s CEO receive if terminated?

If David Brager is terminated without cause or resigns for good reason, he receives cash equal to 2x base salary plus 2x average bonus, paid over 18 months, subject to signing a release of claims in favor of the company.

How does a change-in-control affect CVBF CEO David Brager’s severance?

If termination occurs around a change-in-control, David Brager is entitled to 2.5x base salary, 2.5x average bonus, and the after-tax cost of 24 months of medical and dental coverage, plus accelerated vesting of his unvested equity awards.

What additional perks are included in CVBF CEO David Brager’s contract?

David Brager’s agreement provides a $2,000 monthly automobile allowance and reimbursement for one country club membership and one social club membership, alongside standard employee benefits available to other company employees.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 235.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB