Hal Oswalt
CVB FINANCIALAbout Hal W. Oswalt
Independent Chairman of the Board at CVB Financial Corp. since May 18, 2022; director since 2014. Age 77. Former commercial bank President/CEO/director in Oklahoma; extensive consulting leadership including Managing Director roles and president positions across banking advisory and risk management firms. Education: B.S. in Business and MBA from Oklahoma State University; graduate of University of Wisconsin Graduate School of Banking .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multiple community banks (Oklahoma City and Tulsa) | President, CEO, Director | Not disclosed | Operational leadership in commercial banking |
| International IT software and outsourcing provider | Managing Director, Global Consulting | Not disclosed | Led global consulting programs across U.S., Europe, Asia, Australia |
| Sheshunoff Consulting Services | Managing Director | Not disclosed | Banking advisory leadership |
| Brintech, Inc. | President | Not disclosed | Banking strategy and operations consulting |
| SC+S Risk Management Services | President | Not disclosed | Risk management services leadership |
| Oswalt Consulting | President & CEO | Not disclosed | Ongoing consulting; current occupation |
External Roles
| Organization | Role | Public Company? | Committees/Impact |
|---|---|---|---|
| Oswalt Consulting | President & CEO | No (not disclosed as public) | Financial and strategic consulting |
No other public company directorships disclosed .
Board Governance
- Independence: Independent director under Nasdaq rules; one of seven independent directors (CEO is non-independent) .
- Board leadership: Chairman of the Board since May 18, 2022; separate Vice Chairman; board maintains split Chair/CEO roles .
- Committee leadership: Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Committee memberships (holding company): Member, Audit Committee (Audit Chair is Kimberly Sheehy) .
- Bank-level committees (Citizens Business Bank): Member, Balance Sheet Management; Credit; Risk Management; Trust Services .
- Executive sessions: Independent director executive sessions at least four times per year; typically presided over by the independent Chairman .
- Attendance: In 2024, all directors (including Oswalt) attended at least 75% of combined board and committee meetings; CVBF Board held 12 regular monthly plus 1 special; CBB Board held 12 regular meetings .
Fixed Compensation
| Year | Cash Retainer (Chair) | Committee/Chair Fees Included | Total Cash | Equity Grant Value | Options | Total |
|---|---|---|---|---|---|---|
| 2024 | $143,000 | Chair stipends embedded in Chair pay; Audit Committee chair stipend paid to Sheehy, not Oswalt | $143,000 | $84,998 (restricted stock) | None | $227,998 |
| 2023 | $143,000 | Chair stipends embedded in Chair pay; Audit Committee chair stipend paid to Sheehy in 2023 | $143,000 | $99,167 (restricted stock) | None | $242,167 |
Compensation structure: non-employee directors receive fixed monthly cash; Chair receives $11,917/month = $143,000/year; no meeting fees; standard director retainer is $70,000/year; audit chair receives $20,000; risk chair $10,000; Vice Chair $100,000 .
Performance Compensation
| Grant Year | Grant Date | Instrument | Grant Value | Shares Granted | Grant Price | Vesting |
|---|---|---|---|---|---|---|
| 2024 | May 15, 2024 | Restricted Stock | $85,000 target; grant-date fair value booked $84,998 | 4,899 shares | $17.35 (closing price) | One-year cliff from grant date |
| 2023 | May 17, 2023 | Restricted Stock | $99,166.66 (14/12 of $85K due to timing) | 8,257 shares | $12.01 (closing price) | Standard annual vest per plan (noted as restricted shares outstanding at year-end) |
- Performance metrics: Director equity is time-based only; no TSR/financial metrics, no options; grant sizing formula divides $85,000 by grant-date closing price, rounded to whole shares .
- Options: None outstanding for non-employee directors at year-end 2024 and 2023 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None; no member has been an officer/employee of CVBF; no NEO sat on another issuer’s board or comp committee where reciprocal service occurred in 2024 . |
| External public boards | None disclosed for Oswalt . |
Expertise & Qualifications
- Banking/financial services; strategic planning; cost management; systems implementation; organizational change management .
- Governance leadership as independent Chair; chairs compensation and nominating/governance .
- Education: B.S. Business; MBA (Oklahoma State University); graduate, University of Wisconsin Graduate School of Banking .
Equity Ownership
| As of | Beneficially Owned Shares | % of Class | Unvested Restricted Shares Held | Options (Exercisable/Unexercisable) | Hedging/Pledging Status | Ownership Guidelines |
|---|---|---|---|---|---|---|
| Record date Mar 28, 2025 | 45,131 | <0.1% (asterisk in proxy) | 4,899 not yet vested at 12/31/2024 (each non-employee director) | None | Company reports no known hedged or pledged positions for Restricted Persons (includes directors) | 3x annual retainer ($210,000 at $70k base); Company believes all directors comply |
Note: Director stock grants typically confer voting and dividend rights prior to vesting under the equity plan, which can be counted in beneficial ownership; this is described in proxy footnotes regarding unvested restricted shares .
Governance Assessment
- Strengths: Independent Chair with deep banking and consulting experience; chairs two core committees (Compensation; Nominating & Corporate Governance), and sits on Audit—indicating high engagement across governance, pay, and oversight . Attendance met policy; executive sessions quarterly with Chair presiding, supporting independent oversight .
- Alignment: Annual restricted stock as sole equity, time-based vesting; fixed Chair cash retainer; robust director stock ownership guideline; company indicates compliance; no options; no hedging/pledging; no meeting fees—generally investor-friendly .
- Potential conflict monitoring: Company discloses ordinary-course banking relationships with directors/associates (loans/deposits) on market terms; formal Related Party Transaction Policy with Audit Committee oversight and recusal procedures . No specific related-party transaction disclosed for Oswalt .
- RED FLAGS: Concentration of governance authority—Chair simultaneously chairs Compensation and Nominating & Corporate Governance (material influence over CEO pay and board refresh). While permitted and all members are independent, investors may monitor balance given combined roles . No pledging/hedging reported; no late Section 16 filings noted for Oswalt; options not used—no additional red flags identified .