Anna Kan

About Anna Kan

Anna Kan, age 51, has served as an independent director of CVB Financial Corp. (CVBF) and Citizens Business Bank (CBB) since 2016. She is CEO of Mustard Seed Enterprises and previously served as President & CEO of Formosa Meat Company (Golden Island Jerky), achieving 17 consecutive years of growth and leading its sale to Hillshire Brands; she holds a B.A. in Communication Studies (University of Iowa) and an Executive MBA from Kellogg (Northwestern) . She is designated independent under Nasdaq rules and is one of eight directors nominated in 2025 .

Past Roles

External Roles

• No other public company directorships are disclosed for Kan in CVBF’s proxy .

Board Governance

• Independence: Determined “independent” for Board and committee service under Nasdaq rules; only the CEO is non-independent on the Board .
• Committees (CVBF holding company): Audit; Compensation; Nominating & Corporate Governance .
• Committees (Citizens Business Bank): Balance Sheet Management; Risk Management; Trust Services – Chair .
• Attendance: All eight directors, including Kan, attended at least 75% of Board and applicable committee meetings in 2024; CVBF Board held 12 regular monthly meetings plus one special; CBB Board held 12 regular meetings .
• Executive sessions: Non-management directors hold executive sessions at least four times per year, typically led by the independent Chairman .
• Board leadership: Non-executive independent Chairman (Hal Oswalt) since May 18, 2022; Vice Chairman is George Borba, Jr. .

Fixed Compensation

Performance Compensation

• Annual non-employee director equity grants are sized at a dollar value of $85,000 and converted into whole shares at grant-date closing price (May 15, 2024 close: $17.35) .
• No options outstanding for any non-employee director as of Dec 31, 2024 .

Other Directorships & Interlocks

• CVBF’s Related Party Transaction Policy requires Audit Committee review of transactions >$120,000 with related parties and excludes ordinary-course bank loans made on market terms; no related-party transactions involving Kan are disclosed .

Expertise & Qualifications

• Strategic planning, innovation and growth; knowledge of commercial and industrial lending, family businesses and customer relationship management .
• Committee coverage spans audit, compensation, governance, balance sheet, and risk; chairs Trust Services Committee at the bank subsidiary .
• Board skills matrix shows finance/accounting/audit and trust/investment services among board competencies; Kan contributes to several of these domains .

Equity Ownership

• Director stock ownership guideline: 3x annual retainer ($210,000 target for 2024); Company believes all current directors are in compliance .
• Insider trading, pledging, hedging: Restricted persons prohibited from short selling, options trading, hedging/pledging except with pre-clearance; no known hedged or pledged positions and no Rule 10b5-1 plans in effect for directors as of the proxy date .

Governance Assessment

• Strengths: Independent status, broad committee engagement across audit/compensation/governance; chairs a bank-level committee (Trust Services), indicating substantive oversight; robust attendance; equity-based pay aligns director incentives with shareholders; compliance with ownership guidelines; no options or complex instruments; strong insider-trading/hedging/pledging prohibitions .
• Signals: Director compensation mix balanced (cash retainer + time-based RS) with modest total ($154,998 in 2024), minimizing pay-related risk; one-year vesting fosters near-term alignment but lacks long-horizon performance conditioning typical for executives (appropriate for directors) .
• Shareholder support context: 2024 Say-on-Pay passed with 93.7M for vs 8.1M against, suggesting broad investor support for compensation governance framework under the Board/Comp Committee oversight including Kan’s role .
• RED FLAGS: None disclosed for Kan on attendance shortfalls, related-party transactions, Section 16(a) delinquencies, pledging/hedging, or option repricing. Delinquent Section 16(a) exceptions in 2024 involved other insiders (not Kan) .

Director Compensation (Detail)

• Program design: Cash retainers (no per-meeting fees) plus annual restricted stock sized at $85,000, granted post-annual meeting, one-year vesting; chair stipends only for Audit/Risk Chairs, Vice Chair, and Chair of Board .

Say-on-Pay & Shareholder Feedback

Related Party Transactions & Controls

• Policy requires Audit Committee review of transactions >$120,000 with directors/executives/families/entities; normal-course bank loans on market terms are excluded; no adverse features noted; no Kan-specific related transactions disclosed .

Committee Composition (Context)

• Audit Committee: Kan is a member; chaired by Kimberly Sheehy (audit committee financial expert); oversees financial reporting, internal controls, auditors, and information security program .
• Compensation Committee: Kan is a member; committee is fully independent; oversees executive and director pay, peer benchmarking, incentive plans, CEO evaluation .
• Nominating & Corporate Governance Committee: Kan is a member; oversees director selection, refreshment, governance principles, annual self-evaluations .

Overall, Kan’s governance profile reflects strong independence, multi-committee oversight (including a chair role at the bank level), consistent attendance, and straightforward, shareholder-aligned compensation without performance gaming or complex instruments—supportive of investor confidence in board effectiveness and alignment .