David Harvey

About David Harvey

David C. Harvey is Executive Vice President and Chief Operating Officer (COO) of Citizens Business Bank (CVB Financial Corp.’s principal subsidiary). He was appointed EVP & COO on February 23, 2022 (after serving as EVP & Chief Operations Officer since December 31, 2009), and is 57 years old . Prior roles include EVP, Commercial & Treasury Services Manager (2008–2009) and SVP, Operations Manager (2000–2008) at Bank of the West . Under CVBF’s multi‑metric incentive design, 2024 shareholder returns were 12% over one year, and 4% over three and five years; the company earned $200.7 million net income in 2024 and reported top‑quartile performance vs. peers on several banking KPIs, framing Mr. Harvey’s pay‑for‑performance context .

Past Roles

Fixed Compensation

Multi‑year NEO compensation (Harvey):

Key plan ranges (ECP Plan): metrics‑based incentive opportunity 0%–60% of base salary; separate plan‑based discretionary bonus opportunity 0%–20% of base salary .

Performance Compensation

Harvey’s 2024 incentive design (weighting within the metrics‑based portion) and outcomes:

Additional plan‑based discretionary bonus: 20% of base salary ($109,200) recognizing leadership across product development, tech programs, customer service, and four property sale‑leasebacks/footprint optimization . Combined 2024 incentive + discretionary payout: $229,320 = 42% of base salary (vs. 47% in 2023, which included a supplemental discretionary bonus) .

Equity grants in 2024:

• Time‑vested RSUs: 13,699 units granted 1/24/2024 (GDFV $260,007) .
• PRSUs (3‑yr performance): threshold 10,274; target 13,699; max 17,124 (GDFV $260,007) .
• Total 2024 stock awards (SCT): $520,014 .

Equity Ownership & Alignment

• Beneficial ownership: 124,612 shares (≈0.1% of outstanding) as of March 28, 2025 record date .
• Hedging/pledging/10b5‑1 plans: CVBF prohibits hedging and pledging by restricted persons absent pre‑clearance; as of the proxy date, there were no known 10b5‑1 plans in effect for directors or Section 16 officers and no known hedged or pledged positions .

Outstanding equity and vesting schedule (as of 12/31/2024; close $21.41):

Vesting cadence implies potential selling windows around late January 2025–2027, subject to blackout policies and individual elections .

Employment Terms

• Agreement: 2024 Named Executive Officer Employment Agreement effective July 2, 2024; two‑year term through June 30, 2026, auto‑renewing annually unless notice given ≥6 months prior .
• Base salary/annual review: Salary set and adjusted at CEO/Compensation Committee discretion .
• Annual incentives: ECP Plan eligibility with 0%–60% metrics‑based and 0%–20% discretionary cash bonus ranges, paid post‑year subject to continued employment through year‑end .
• Long‑term equity: Annual RSUs/PRSUs/options targeted at ≈100% of prior‑year base salary (not guaranteed), with PRSUs on three‑year cycles .
• Change‑in‑control (double‑trigger within 180 days before or 12 months after): Cash severance equal to 2x base salary + 2x average prior two years’ bonuses + lump sum equal to 24 months COBRA cost grossed up for payroll taxes; paid in equal installments over 18 months; equity acceleration (time‑vested awards vest; PRSUs vest at target if <2 years elapsed, or on actual/partial performance if ≥2 years) .
• Without cause (non‑CIC): Committee may, at its discretion, consider severance on a case‑by‑case basis (no guaranteed formula) .
• Death or disability: Immediate vesting of RSUs/PRSUs (PRSUs at target if performance period not ended) .
• Restrictive covenants: Confidentiality; one‑year non‑solicitation of customers and employees; arbitration; California law governance; Section 409A/280G best‑net cutback applied (no golden parachute tax gross‑ups) .
• Clawback: Company‑wide Compensation Recoupment Policy (SEC/Nasdaq compliant) covers incentive‑based pay (including PRSUs) upon restatement, regardless of fault; the agreement separately acknowledges compliance with applicable recoupment requirements .

Potential payment values (December 31, 2024 illustrations):

• CIC termination (Harvey): Cash severance $1,632,866; equity acceleration $1,400,722; total $3,033,588 .
• Death/disability equity acceleration value: $1,283,829 .

Say‑on‑Pay & Governance Signals

• 2024 say‑on‑pay support: ~91.75% approval, indicating broad investor backing of the compensation program .
• Compensation risk controls include balanced metrics, deferrals via equity, clawback, insider trading/hedging/pledging restrictions, and oversight by Compensation Committee with independent consultant Pearl Meyer .

Investment Implications

• Alignment: Harvey’s cash incentive (22% of salary) and equity mix (annual 50% PRSUs/50% RSUs; multi‑year PRSU cycles) align pay with profitability, expense control, deposit growth, and noninterest income outcomes; discretionary bonus (20% of salary) rewarded execution on tech, customer experience, and real‑estate optimization .
• Retention vs. optionality: The 2024 NEO agreements add CIC protection (2x salary+bonus and equity acceleration), while retaining discretion for non‑CIC severance—supporting retention through change while limiting guaranteed severance in normal conditions .
• Trading/overhang: Annual January vesting (time RSUs and PRSUs) creates repeatable windows for potential insider selling pressure; however, no 10b5‑1 plans or pledging by Section 16 officers were reported as of the proxy, and blackout policies apply .
• Governance risk: No tax gross‑ups, robust clawback, and high say‑on‑pay support suggest low compensation‑governance risk; performance targets were moderated for 2024 macro headwinds but still resulted in below‑target outcomes for several metrics, constraining payouts—consistent with pay‑for‑performance .