Jane Olvera Majors
CVB FINANCIALAbout Jane Olvera Majors
Independent director of CVB Financial Corp. (CVBF) since 2021; age 56. Founder and President of HYPHEN (formerly JP Marketing) with three decades in marketing and communications; educational background includes a B.A. in Speech Communication and pending thesis for an M.A. in Organizational Communication from California State University, Fresno. Recognized with industry awards and active in professional associations; her board qualifications emphasize brand guidance, sales advice, and DEI‑aware marketing strategy, with strong Central Valley business ties relevant to Citizens Business Bank’s footprint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HYPHEN (formerly JP Marketing) | Founder & President | ~3 decades in marketing | Provides competitive insights and tactical communication plans, including for vulnerable populations; brand guidance and DEI‑sensitive strategies |
| Windsong Productions | Founding Partner | Not disclosed | Video production leadership |
| TMD Innovations | Founding Partner | Not disclosed | Start‑up incubator leadership |
| Brade Media | Founding Partner | Not disclosed | Crowd‑sourcing digital content platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Relations Society of America | Member | Not disclosed | Professional engagement |
| Fresno State Bulldogs Alumni Association | Member | Not disclosed | Community ties |
| Institute for Family Business | Former Chair | Not disclosed | Family business governance experience |
Board Governance
- Independence: Determined independent under Nasdaq rules; one of eight directors (CEO the sole non‑independent) .
- Committee assignments (CVBF holding company): Audit; Compensation; Nominating & Corporate Governance; no chair roles .
- Bank subsidiary (Citizens Business Bank) committees: Balance Sheet Management; Risk Management; Trust Services; no chair roles .
- Attendance: All directors (including Majors) attended at least 75% of applicable Board and committee meetings in 2024; CVBF Board held 12 regular and one special meeting; CBB Board held 12 regular meetings .
- Executive sessions: Independent directors meet at least four times annually; chaired by independent Board Chair .
- Board effectiveness processes: Annual board and committee self‑evaluations; periodic refreshment (added Majors in 2021; Sheehy in 2022) .
- Insider trading/hedging/pledging: Restricted Persons (including directors) prohibited from short‑swing, options, hedging, and pledging except with pre‑clearance; no known 10b5‑1 plans, hedged, or pledged positions outstanding for Restricted Persons .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non‑chair director cash compensation; paid monthly ($5,833) |
| Committee chair fees | $0 | Not a chair; chair stipends only for Audit (+$20k) and Risk Management (+$10k) |
| Vice Chair / Chair differentials | $0 | Applies to other directors (Vice Chair $100k, Chair $143k) |
| Meeting fees | $0 | Not disclosed; compensation structured as retainers |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant Date Fair Value | Vesting Schedule | Plan |
|---|---|---|---|---|---|
| Restricted stock | May 15, 2024 | 4,899 | $84,998 | Time‑vest; scheduled to vest one year from grant date | 2018 Equity Incentive Plan |
- Annual director equity policy: Non‑employee directors receive restricted stock valued at $85,000; shares determined by grant‑date closing price ($17.35 on May 15, 2024) → 4,899 shares; time‑vested, no performance metrics (RS, not PSUs/options) .
- Options: None outstanding for non‑employee directors as of Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Role | Public Company? | Committee Roles | Interlocks / Potential Conflicts |
|---|---|---|---|---|
| None disclosed in CVBF proxy | — | — | — | No public company boards disclosed for Majors; biography lists private/professional ventures (HYPHEN, Windsong, TMD Innovations, Brade Media) . |
Expertise & Qualifications
- Board skills matrix: Finance/Accounting/Audit; Sales/Marketing; Human Resources/Compensation/Succession; Strategic Planning indicated among board competencies; Technology/Cybersecurity primarily covered by other directors .
- Biography highlights: Brand strategy, communications, DEI‑aware marketing, and Central Valley business network supporting CVBF’s regional growth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jane Olvera Majors | 21,648 | 0.0156% | Includes 1,200 shares held by spouse; Majors disclaims beneficial ownership of spouse’s shares |
- Unvested restricted shares: 4,899 (as of Dec 31, 2024), vest one year from May 15, 2024 grant .
- Options: None held as of Dec 31, 2024 .
- Hedging/Pledging: Company reports no known hedged or pledged positions outstanding by Restricted Persons (includes directors) .
- Director stock ownership guideline: 3x annual retainer ($210,000 target for 2024); Company believes all current directors are in compliance .
Governance Assessment
- Committee effectiveness and engagement: Service across Audit, Compensation, and Nominating & Corporate Governance signals active oversight breadth and board development involvement; strong attendance supports engagement .
- Independence and conflicts: Independent status confirmed; related‑party transaction policy places Audit Committee as approver and excludes ordinary‑course banking transactions at market terms; proxy does not disclose any related‑party transactions for Majors exceeding $120,000—reducing conflict risk .
- Compensation alignment: Director pay mix is balanced (cash retainer + time‑vested restricted stock); absence of options and performance equities lowers risk of short‑termism; equity grants and guidelines promote alignment, with Company asserting compliance .
- Risk indicators: No late Section 16 filings noted for Majors (two exceptions in 2024 involved other insiders); no known hedging/pledging or 10b5‑1 plans among directors; executive sessions conducted regularly under independent chair .
RED FLAGS: None disclosed specific to Majors. Monitor for any future related‑party engagements with her private enterprises; current proxy indicates policy controls and no disclosed transactions above threshold .
Investor implications: Broad committee coverage and independent status support board oversight credibility; equity ownership and guidelines provide baseline alignment despite small percentage typical for outside directors; absence of conflicts and strong attendance bolster governance quality .