David Brager
CVB FINANCIALAbout David Brager
David A. Brager, age 57, is President and CEO of CVB Financial Corp. (CVBF) and Citizens Business Bank, and a director since 2020; he holds a B.S. from California State University, Fresno and is a graduate of Pacific Coast Banking School at the University of Washington . CVBF delivered 2024 net income of $200.7 million, CET1 ratio 16.2%, and one-, three-, and five-year annualized shareholder returns of 12%, 4%, and 4% through 12/31/2024, respectively . The Board has separated CEO and Chair roles, with an independent Chair since 2022, and all committees composed solely of independent directors, supporting governance and oversight of management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Business Bank | Executive Vice President, Sales Division | 2010–2020 | Oversaw all business financial centers, lending/deposits, marketing, treasury, international, government, and bankcard products . |
| Citizens Business Bank | Senior Vice President, Regional Manager | Not disclosed | Led Central Valley region; contributed to regional growth and customer relationship depth . |
| Citizens Business Bank | Manager, Fresno Business Financial Center | Not disclosed | Managed BFC operations and business banking client engagement . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Bankers Association | Board member | Current | Industry leadership, policy engagement, and best-practice sharing . |
| Pacific Bankers Management Institute | Board member | Current | Executive education and banking leadership development . |
| Oasis Center International | Board member | Current | Community engagement and nonprofit governance . |
| College & Career Preparatory Academy (OCDE) | Governance Council member | Current | Education governance and workforce readiness strategies . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 796,923 | 824,039 | 879,039 |
| All Other Compensation ($) | 76,244 | 71,720 | 76,530 |
| Auto Allowance ($) | — | — | 24,000 |
| Country Club Dues ($) | — | — | 10,725 |
| Insurance (Company-paid) ($) | — | — | 18,719 |
| 401(k)/Profit Sharing ($) | — | — | 13,800 |
| Other ($) | — | — | 9,286 |
Notes:
- 2024 CEO employment agreement includes $2,000/month auto allowance and reimbursement for one country club membership .
- Company pays ~70% of health insurance costs; executives pay ~30% per company-wide policy .
Performance Compensation
| Metric (CEO 2024 Plan) | Weight | Target (2024) | Actual (2024) | Payout Level | Payout Contribution (% of base) |
|---|---|---|---|---|---|
| Net Profit After Tax | 50% | $205,000k | $200,716k | Level 1 (Threshold) | 37.5% |
| Average Demand Deposits | 10% | $7,150,000k | $7,144,000k | Level 1 (Threshold) | 7.5% |
| Average Total Loans (Net) | 10% | $8,900,000k | $8,694,000k | Not Met | 0% |
| Noninterest Income | 10% | $53,000k | $56,800k | Level 3 (Maximum) | 15% |
| Noninterest (Operating) Expenses | 20% | $232,000k | $233,600k | Level 1 (Threshold) | 15% |
| Total Metrics-Based Incentive | — | — | — | — | 75% (of base) |
Additional 2024 discretionary bonus awarded at 26% of base salary ($237,900) for “Excellent” qualitative performance (talent, strategic planning, efficiency, shareholder/regulator communications) . Total cash incentive + discretionary bonus for 2024: $924,150 (101% of base) .
Performance design:
- CEO incentive target 100% of base (max 150%); discretionary bonus 0–30% of base .
- Five objective metrics with fixed threshold, target, and maximum payouts; no interpolation between levels .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 206,367 shares; 0.1% of outstanding as of 3/28/2025 . |
| Options | No outstanding options reported for Brager at 12/31/2024 . |
| Unvested Time RSUs | 32,600 (2024 grant) vest 1/3 on Jan 24, 2025/2026/2027 . Additional time-vest RSUs of 16,543 vest 1/2 on Jan 25, 2025/2026; 7,118 vest Jan 26, 2025 . |
| Unvested PRSUs | 32,600 (2024 target) scheduled to vest Jan 24, 2027; performance vs KRX peers on ROATCE and ROAA over 2024–2026, linear adjustment 0–125% of target . Prior PRSUs: 24,814 (max) vest Jan 25, 2026; 26,688 (max) vested Jan 26, 2025 based on 2022–2024 outperformance . |
| Dividends on Unvested Awards | Dividends/dividend equivalents paid on restricted stock and RSUs; PRSU dividend equivalents paid retroactively upon vesting . |
| Hedging/Pledging | Prohibited for restricted persons without pre-clearance; no known hedged or pledged positions; no Rule 10b5‑1 plans in effect as of the proxy date . |
| Director Ownership Guidelines | 3x annual director cash retainer target (non-employee directors); Board confirms compliance . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Second Amended & Restated CEO Employment Agreement: July 1, 2024 – June 30, 2027 . |
| Base Salary | $915,000 annualized effective July 1, 2024 (blended 2024 salary $882,500) . |
| Cash Incentive Opportunity | Target 100% of base; max 150%; five objective metrics with fixed payout levels . |
| Discretionary Bonus | 0–30% of base, qualitative objectives (talent, strategy, resource allocation, communications) . |
| Equity Awards | Committee intends annual grants target = 180% of base (min 150%); 2024 grant made under prior agreement at 150% of base (32,600 PRSUs + 32,600 Time RSUs) . |
| Severance (No Cause) | 2x base + 2x average prior 2 years’ bonus; paid over 18 months . |
| Change-in-Control (Double Trigger Cash; Single Trigger Equity) | If terminated without cause within 180 days pre- or 12 months post-CoC, or resigns for good reason within 12 months post-CoC: 2x base + 2x average prior 2 years’ bonus + 24 months COBRA costs; equity (Time RSUs/options/restricted stock) vests on CoC; PRSUs vest at target if <2 years elapsed or based on performance if ≥2 years . |
| Death/Disability | Immediate vesting of unvested equity (PRSUs at target); life/disability plan benefits . |
| Clawback | SEC/Nasdaq-compliant recoupment of incentive-based compensation upon restatement; applies to PRSUs and other incentive comp on/after Oct 2, 2023 . |
| Other Benefits | $2,000/month auto, one country club membership reimbursement, participation in deferred comp plans, standard executive health/welfare benefits . |
| Covenants | Release required for severance; confidentiality restrictions; one-year non-solicit of customers/employees . |
Board Service and Governance
- Director since 2020; not independent (management), serves on Citizens Business Bank committees: Balance Sheet Management, Credit, Risk Management, Trust Services; no CVBF board committee memberships .
- Board separates CEO and Chair roles; independent Chair (Hal W. Oswalt) since May 18, 2022; all audit, compensation, and nominating committees solely independent directors .
- Directors met attendance thresholds (≥75% of aggregate meetings and committee meetings in 2024); CEO does not receive additional board fees .
Multi-Year Compensation Summary (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 796,923 | 824,039 | 879,039 |
| Metrics-Based Incentive ($) | 880,000 | 61,875 | 686,250 |
| Discretionary Bonus ($) | 200,000 | 681,000 | 237,900 |
| Stock Awards ($) | 959,469 | 1,200,005 | 1,237,496 |
| All Other Compensation ($) | 76,244 | 71,720 | 76,530 |
| Total ($) | 2,912,636 | 2,838,638 | 3,117,215 |
Compensation Structure Analysis
- Mix and design: 2024 CEO pay elevated via equity grant and metrics-based incentive; inclusion of PRSUs (50% of equity awards) strengthens pay-for-performance alignment relative to KRX peers on ROATCE and ROAA .
- Committee benchmarking: CEO total compensation positioned ~45th percentile vs custom peer group; NEOs ~50th percentile, while operating metrics were top quartile on multiple KPIs in 2024 and 2022–2024 .
- Governance: Robust clawback, prohibition on hedging/pledging, independent committees, and director ownership guidelines mitigate risk and align interests .
- Say-on-Pay: 2024 approval ~91.75%, signaling broad investor support for program design .
Related Party, Risk Indicators & Red Flags
- Insider trading controls: Strict blackout windows; no 10b5‑1 plans or hedged/pledged positions reported for restricted persons, reducing trading-related risk .
- Change-in-control terms: Single-trigger equity vesting at CoC could be viewed as shareholder-unfriendly by some investors, though cash severance requires termination (double trigger) .
- Related party transactions: Loans to directors/executives made on market terms with normal risk; Audit Committee oversight via policy .
Compensation Peer Group & Shareholder Feedback
- Peer group composition: 15 regional/commercial banks selected based on asset size, market cap, and business model comparability; CVBF ranked 27th percentile in assets and 59th percentile in market cap at YE2024 .
- Say-on-Pay history: 2024 approval at ~91.75%; committee does not expect material changes for 2025 approach .
Equity Vesting Schedule (Key Dates)
| Grant Type | Shares | Vesting |
|---|---|---|
| 2024 Time RSUs | 32,600 | 1/3 vest Jan 24, 2025/2026/2027 . |
| 2024 PRSUs (target) | 32,600 | Vest Jan 24, 2027; payout 0–125% of target based on KRX-relative ROATCE/ROAA over 2024–2026 . |
| Prior PRSUs | 24,814 (max) | Vest Jan 25, 2026 (interim performance > target) . |
| Prior PRSUs | 26,688 (max) | Vested Jan 26, 2025 (performance exceeded maximum over 2022–2024) . |
| Prior Time RSUs | 16,543 | 1/2 vest Jan 25, 2025 and Jan 25, 2026 . |
| Prior Time RSUs | 7,118 | Vest Jan 26, 2025 . |
Equity Grants (2024)
| Award | Grant Date | Shares | Terms |
|---|---|---|---|
| Time RSUs | Jan 24, 2024 | 32,600 | Time-vest; equal annual tranches over 3 years . |
| PRSUs | Jan 24, 2024 | 32,600 (target) | Performance vs KRX peers on ROATCE and ROAA across 2024–2026; linear payout 0–125% . |
Investment Implications
- Alignment: Significant PRSU weighting, clawback, and prohibition on hedging/pledging support strong pay-for-performance and shareholder alignment; director fees not paid to CEO for board service further avoids overcompensation optics .
- Retention risk: Three-year employment term, annual equity cadence, and double-trigger cash severance lower near-term retention risk; monitor succession plans and evolving base/incentive levels .
- Trading signals: Upcoming vesting events (Jan 2026 and Jan 2027) can create selling windows; however, absence of 10b5‑1 plans and hedging/pledging reduces mechanical selling pressure; watch blackout windows and discretionary plan changes .
- Governance quality: Separated Chair/CEO roles, independent committees, robust insider trading policy, and strong KPI performance vs peers suggest disciplined oversight; single-trigger equity acceleration at CoC is a modest governance flag to monitor .