George Borba, Jr.
CVB FINANCIALAbout George A. Borba, Jr.
Independent Vice-Chairman of the Board at CVB Financial Corp. since 2012; age 57. Partner at George Borba & Son Dairy (since 1990) and President of Belonave Dairy and 5 Mile Ranch LLC in Bakersfield, CA; B.S. in Agricultural Business Management (Cal Poly San Luis Obispo). He brings deep agricultural/central-valley network relevance to the bank’s portfolio and is part of a founding family that remains one of CVB’s largest shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| George Borba & Son Dairy, LP | Partner | Since 1990 | Operates one of CA’s larger dairy operations; industry ties relevant to CBB’s lending |
| Belonave Dairy | President | Not disclosed (current) | Operational leadership in dairy/agriculture |
| 5 Mile Ranch LLC | President | Not disclosed (current) | Operational leadership; regional business network |
| Various boards in San Bernardino and Kern Counties | Board service | Not disclosed | Community engagement; regional relationships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Open Door Network | Board Member | Not disclosed | Serves homeless and at‑risk families; current board service |
Board Governance
- Roles: Vice-Chairman of the Board; independent director under Nasdaq rules .
- CVBF committees: Compensation; Nominating & Corporate Governance .
- Citizens Business Bank committees: Balance Sheet Management (Chair); Credit; Risk Management; Trust Services .
- Attendance: All directors (including Borba) attended ≥75% of board and applicable committee meetings in 2024; CVBF board held 12 regular + 1 special; CBB board held 12 regular meetings .
- Executive sessions: Independent directors meet at least quarterly; non-executive independent chair .
- Stock ownership guidelines: 3x annual retainer; Company believes all current directors comply .
- Insider trading, hedging & pledging: Restricted Persons (directors/officers) prohibited from short-selling, options trading, hedging, and pledging without pre-clearance; as of proxy date, no known hedged or pledged positions outstanding for Restricted Persons .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (Vice-Chairman) | $100,000 | Vice-Chair cash stipend $8,333/month |
| Annual restricted stock grant | $84,998 | 4,899 restricted shares granted May 15, 2024; grant value calibrated to $85,000 ÷ $17.35 closing price; vests one year from grant |
| Options/meeting fees | $0 | No option awards; meeting fees not disclosed/applicable |
Performance Compensation
- Director equity grants are time‑based restricted stock (no performance metrics); annual grant sized to $85,000 and vests in one year .
- No director options or PSUs disclosed for 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed for Borba in CVBF’s proxy biography .
- Compensation Committee interlocks: None; Committee members (including Borba) have not been CVBF/CBB officers and no cross‑comp committee/board interlocks with other issuers disclosed .
Expertise & Qualifications
- Sector and regional expertise: Dairy/agricultural industries; strong Central Valley business ties (aligned with CBB’s portfolio) .
- Skills matrix highlights: Sales/Marketing; Trust/Investment Services; Credit Management/Underwriting (as per board matrix) .
- Governance: Active on Compensation and Nominating & Corporate Governance committees; chairs CBB Balance Sheet Management .
Equity Ownership
| Holder/Type | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial (Borba Family Group, including trusts and LP; includes Borba Jr.) | 7,592,211 | 5.5% | Aggregated 13D group holdings as of 3/28/2025 |
| Borba Family Trust | 4,599,439 | — | Co‑trustee; shared voting/dispositive power |
| Borba Children’s Trust | 2,277,000 | — | Co‑trustee; Borba disclaims beneficial ownership except distributable interest |
| George Borba & Son Dairy, L.P. | 665,121 | — | Partnership holdings |
| George A. Borba, Jr. (direct/subject to vesting) | 50,363 | — | Includes 288 shares as custodian for minor children |
| Unvested restricted shares (as of 12/31/2024) | 4,899 | — | All non‑employee directors held 4,899 unvested restricted shares at YE 2024 |
| Director stock options outstanding | 0 | — | None held by non‑employee directors at YE 2024 |
| Pledged or hedged CVBF stock | 0 known | — | Company reports no known hedged or pledged positions by Restricted Persons |
| Ownership guideline compliance | In compliance | — | Directors expected ≥3x annual retainer; Company believes all comply |
Related-Party Exposure and Policies
- Ordinary‑course banking with directors/associates (loans/deposits/commitments) continued in 2024 on market terms; Company asserts normal risk and no unfavorable features .
- Related Party Transaction Policy: Audit Committee approval required for transactions >$120,000 with Related Parties; explicit exclusion for Regulation O‑compliant bank loans on market terms; conflicted committee members are recused .
- Conflicts management: Code of Ethics, Conflicts of Interest and Regulation O policies; required recusal and oversight by Audit Committee .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay approval | Notes |
|---|---|---|
| 2024 | ~91.75% | Committee does not expect significant changes for 2025 based on results |
- Investor engagement: ~121 meetings with current/potential investors in 2024 outside earnings calls; engagement topics include strategy and compensation .
Insider Trades & Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Compliant for directors except two disclosed exceptions (not Borba) | Late Form 4 filings tied to Kimberly Sheehy sale and duplicate grant rescission for CRO; no exceptions attributed to Borba |
Governance Assessment
- Strengths: Independent vice‑chair; multi‑committee service including Compensation and Nominating & Corporate Governance enhances oversight; chairs CBB Balance Sheet Management; consistent attendance; prohibitions on hedging/pledging with no known exceptions; ownership guidelines compliance; director pay tilt to equity via annual time‑vested grants supports alignment .
- Alignment: Significant family group stake (5.5%) can align incentives with shareholders but warrants robust conflict oversight; policies and Audit Committee review mitigate risk .
- Potential conflicts/RED FLAGS:
- Concentrated ownership via family trusts and LP interests (5.5% of shares) — monitor influence and any transactions requiring Audit Committee review .
- Ordinary‑course director/associate lending relationships — rely on Regulation O and Audit Committee processes; continued transparency recommended .
- Investor confidence signals: Strong 2024 say‑on‑pay support (~91.75%) and structured compensation governance with independent consultants (Pearl Meyer) .