Kimberly Sheehy
CVB FINANCIALAbout Kimberly Sheehy
Independent director since 2022 (age 60). Seasoned financial executive and CPA with 30+ years across telecom, technology, SaaS, data centers, software and REITs; designated Audit Committee Financial Expert at CVBF. Past CFO roles at StackPath (2015–2017) and CyrusOne (2012–2015); VP Finance/IR/Treasurer at Cincinnati Bell (2007–2012); began at Ernst & Young in audit/tax. Currently an independent director and Audit Chair at Evolv Technologies (EVLV); prior boards include Switch Inc. (2017–2022) and Shift Technologies (2021–2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StackPath | Chief Financial Officer | 2015–2017 | Led finance for edge/security SaaS platform |
| CyrusOne | Chief Financial Officer | 2012–2015 | Scaled finance for data center REIT |
| Cincinnati Bell | VP Finance, Investor Relations & Treasurer | 2007–2012 | Capital markets, IR, treasury |
| Ernst & Young | Senior Staff Auditor & Tax Manager | Early career | Audit/tax foundation, CPA credential |
External Roles
| Company | Exchange | Role | Tenure | Committee Positions |
|---|---|---|---|---|
| Evolv Technologies | Nasdaq | Independent Director; Audit Chair | Current | Audit Chair |
| Switch Inc. | NYSE | Independent Director | 2017–2022 | Not disclosed in CVBF proxy |
| Shift Technologies | Nasdaq | Independent Director | 2021–2023 | Not disclosed in CVBF proxy |
Board Governance
- Independence: Independent director under Nasdaq rules; only CEO (Brager) is non-independent on the board .
- Committee assignments (CVBF holding co.): Audit (Chair), Compensation, Nominating & Corporate Governance .
- Bank subsidiary (Citizens Business Bank) committees: Balance Sheet Management, Risk Management, Trust Services .
- Audit Committee leadership and expertise: Chair; designated “audit committee financial expert”; direct oversight of internal audit, external auditors and information security; 11 regular monthly meetings plus four quarterly meetings for SEC filings in 2024 .
- Compensation Committee participation: Member; eight regular meetings plus one special meeting in 2024; uses Pearl Meyer for benchmarking; members are independent and no interlocks reported .
- Nominating & Corporate Governance: Member; three meetings in 2024; oversees board evaluations, selection, and governance policies .
- Attendance: All directors met ≥75% attendance of board and committee meetings; Board held 12 regular and one special meeting in 2024; bank board held 12 meetings; all directors attended or listened to 2024 annual meeting .
- Executive sessions: Independent director executive sessions held at least four times per year .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Base Director Cash Retainer | $70,000 | $5,833/month |
| Audit Committee Chair Stipend | $20,000 | Additional cash for chair responsibilities |
| Total Cash Fees (Sheehy) | $90,000 | Base + Audit Chair stipend |
| Restricted Stock Grant (grant-date value) | $84,998 | 4,899 restricted shares; $17.35 closing price on May 15, 2024 |
| Total Director Compensation (Sheehy) | $174,998 | Cash + equity |
Equity grant specifics:
- Grant date: May 15, 2024; shares: 4,899; grant value targeted at $85,000; priced off $17.35 closing price; time-based vesting one year from grant .
- Unvested restricted shares carry voting and dividend rights prior to vesting under CVBF’s 2018 Equity Incentive Plan .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance metrics tied to director pay | None disclosed | Outside director equity is time-based restricted stock; no PSU/metric disclosure for directors |
Other Directorships & Interlocks
| Indicator | Status | Notes |
|---|---|---|
| Current public company boards | EVLV (Audit Chair) | Active governance role in technology/cybersecurity sector |
| Prior public boards | Switch Inc.; Shift Technologies | Tenures 2017–2022 and 2021–2023, respectively |
| Compensation Committee interlocks | None | No cross-compensation committee interlocks or insider participation in 2024 |
Expertise & Qualifications
- Finance/accounting/audit; CPA; designated audit committee financial expert .
- Technology/cybersecurity oversight experience (skills matrix includes Technology/Cybersecurity; Finance/Accounting; Risk Management) .
- Strategic planning, regulatory/risk management capabilities highlighted in board skills matrix .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Sheehy) | 13,156 shares | As of March 28, 2025 record date |
| Percent of class | * | As shown in proxy table (“*”) |
| Unvested restricted shares (12/31/2024) | 4,899 shares | 2024 grant, unvested at year-end |
| Ownership guideline | 3x annual retainer ($210,000) | Directors expected to meet 3x base retainer; company states all current directors are compliant |
| Hedging/pledging of CVBF stock | Prohibited; none known | Policy bans hedging/pledging; no known outstanding hedged or pledged positions; no Rule 10b5-1 plans for directors |
Insider Trades
| Date | Transaction | Shares | Filing Status/Notes |
|---|---|---|---|
| Not disclosed | Sale | 2,961 | Late Form 4 filing; according to Sheehy, broker sold inadvertently without instruction |
Governance Assessment
- Strengths: Independent Audit Chair and SEC-designated financial expert; high engagement with 15 Audit Committee meetings; broad finance and cybersecurity skillset; balanced cash/equity director pay; stock ownership guideline with company-reported compliance; robust insider trading, hedging, and pledging prohibitions .
- Potential red flags and monitoring points:
- Late Section 16 Form 4 for broker-initiated sale (2,961 shares); explanation provided, but worth monitoring broker controls and future filings .
- Multiple board commitments (EVLV; prior SWCH/SFT): time demands appear manageable but monitor for overload during peak audit cycles .
- Related-party exposure: CVBF notes ordinary-course director/officer banking relationships on market terms; no unfavorable features reported; no Sheehy-specific related-party transactions disclosed .
Overall, Sheehy’s profile supports investor confidence in financial reporting and risk oversight given her audit leadership, CPA background, and technology/cyber credentials. The inadvertent broker sale is a minor compliance blemish with clear explanation; continued adherence to trading policies and timely filings should mitigate concerns .
Appendix: Committee & Meeting Snapshot (2024)
| Committee | Role | Meetings |
|---|---|---|
| Audit (CVBF) | Chair | 11 regular + 4 quarterly (SEC filings/independent auditor appointments) |
| Compensation (CVBF) | Member | 8 regular + 1 special |
| Nominating & Corporate Governance (CVBF) | Member | 3 |
| Independent director executive sessions | Participant | ≥4 per year |
| Board meetings (CVBF) | Director | 12 regular + 1 special; ≥75% attendance for all directors |
| Bank Board meetings (CBB) | Director | 12 |