Raymond O’Brien III
CVB FINANCIALAbout Raymond V. O’Brien III
Raymond V. O’Brien III, age 68, has served as an independent director of CVB Financial Corp. since 2012 and previously served as Chairman of the Board from 2014 to May 18, 2022. He is the CEO and owner of Cal Plate, Inc., and began his career in banking at Chase Manhattan (1979) and 1st Business Bank (1983). He holds a B.B.A. in Finance from the University of Notre Dame and is an active 49er member of the Young Presidents’ Organization. His tenure combines operating leadership in manufacturing with prior banking and bank directorship experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVB Financial Corp. | Chairman of the Board | 2014 – May 18, 2022 | Led board through governance separation of Chair and CEO roles; continued committee service post‑chair tenure |
| American Business Bank | Founding Director | 1997 – 2012 | Board service at a regional bank; supports credit and banking domain expertise |
| I.L. Walker (manufacturing) | CEO/Owner | From 1988 | Led multiple manufacturing companies over three decades, providing operating and financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cal Plate, Inc. | Chief Executive Officer & Owner | Current | Private manufacturing company based in Artesia, CA |
| Young Presidents’ Organization | Member (“49er”) | Current | Executive leadership network membership |
Board Governance
- Independence: Determined “independent” under Nasdaq rules by the Nominating & Corporate Governance Committee. Only the CEO (Brager) is non‑independent on the Board.
- Committee assignments (holding company – CVBF): Audit; Compensation; Nominating & Corporate Governance.
- Subsidiary (Citizens Business Bank – CBB) committees: Balance Sheet Management; Credit (Chair); Risk Management; Trust Services.
- Attendance: In 2024, all directors (including O’Brien) attended at least 75% of Board and committee meetings for which they were eligible; CVBF Board held 12 regular and 1 special meeting; CBB Board held 12 regular meetings.
- Executive sessions: Independent directors hold executive sessions at least four times per year.
- Director stock ownership guidelines: 3x annual cash retainer ($70,000 → $210,000 target); Company states current directors are in compliance.
Fixed Compensation
| Year | Cash Retainer ($) | Chair/Committee Stipends ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 70,000 | None at CVBF level (Audit Chair stipend applies to Sheehy; Risk Chair stipend applies to Del Guercio) | 70,000 |
| 2023 | 70,000 | None at CVBF level (Audit Chair stipend applies to Sheehy; Risk Chair stipend applies to Del Guercio) | 70,000 |
Notes:
- Standard CVBF director fee structure: base $70,000; Audit Chair +$20,000; Risk Chair +$10,000; Vice Chair $100,000; Chair $143,000. O’Brien is not CVBF Audit/Risk Chair and does not receive those stipends.
Performance Compensation
| Year | Grant Date | Equity Type | Shares | Grant Date Fair Value ($) | Vesting | Plan |
|---|---|---|---|---|---|---|
| 2024 | May 15, 2024 | Restricted Stock | 4,899 | 84,998 | 1 year from grant date | 2018 Equity Incentive Plan |
| 2023 | May 17, 2023 | Restricted Stock | 8,257 | 99,167 | 1 year from grant date | 2018 Equity Incentive Plan |
Additional details:
- 2023 grant value increased to 14/12 of the annual $85,000 due to shifting grant timing from March to May; shares calculated at $12.01 closing price.
- Directors held no stock options outstanding at December 31, 2024; 4,899 restricted shares remained unvested at year‑end 2024.
- Equity awards valued under FASB ASC 718; values reflect accounting grant‑date fair value, not realized value.
No performance‑based equity (e.g., PSUs) or option awards are disclosed for outside directors; annual equity grants are time‑vested restricted shares.
Other Directorships & Interlocks
| Company | Type | Role | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| American Business Bank | Public (historical) | Founding Director | 1997 – 2012 | Prior board service at a peer bank; no current interlocks disclosed. |
| Cal Plate, Inc. | Private | CEO & Owner | Current | Related‑party lending subject to Regulation O and Related Party Transaction Policy if applicable; no specific related party transactions disclosed involving O’Brien. |
Expertise & Qualifications
- Banking/financial services and prior bank directorship (American Business Bank), plus current bank board committee leadership (CBB Credit Committee Chair).
- Credit/underwriting, regulatory/risk management, finance/accounting competencies reflected in Board Skills Matrix.
- Operating executive (manufacturing), strategic planning, and governance experience; Notre Dame B.B.A. in Finance.
Equity Ownership
| Holder | Common Stock Beneficially Owned (shares) | % of Class | Notes |
|---|---|---|---|
| Raymond V. O’Brien III | 57,131 | * | Beneficial ownership as of March 28, 2025 record date; Company has 139,091,675 shares outstanding. |
Additional alignment and restrictions:
- As of 12/31/2024, each non‑employee director held 4,899 unvested restricted shares (including O’Brien).
- Insider Trading Policy prohibits short‑swing trading, short‑selling, option transactions, hedging/monetization, and pledging/margin accounts unless pre‑cleared; Company reports no known Rule 10b5‑1 plans, hedged, or pledged positions for directors/Section 16 officers at the time of the proxy.
- Director stock ownership guideline: 3x annual retainer ($210,000 target for 2024); Company states directors are in compliance.
Governance Assessment
Key findings:
- Independence and engagement: O’Brien is classified independent; serves on all three CVBF committees and chairs the CBB Credit Committee, indicating robust involvement in oversight (financial reporting, compensation governance, nominations, and credit risk). Attendance met or exceeded 75% thresholds in 2024, signaling consistent engagement.
- Compensation alignment: Cash retainer of $70,000 and time‑vested RS grants ($85,000 annual value normalized in 2024) are straightforward; no options or performance‑based director equity reduce risk of pay‑for‑performance misalignment at the director level. Ownership guidelines at 3x retainer and compliance statement support alignment with shareholders.
- Potential conflicts/related party exposure: The Company maintains Regulation O and Related Party Transaction policies with Audit Committee oversight and recusal requirements; while directors and associates may have ordinary‑course banking relationships, no unfavorable features were noted, and no specific related‑party transactions tied to O’Brien were disclosed.
- Investor confidence signals: Say‑on‑pay (2024 meeting) passed with 93,720,772 “For” vs 8,103,508 “Against”; directors (including O’Brien) were re‑elected with strong vote support, suggesting stable governance perception.
RED FLAGS observed/disclosed:
- None disclosed for O’Brien regarding legal proceedings, hedging/pledging, option repricing, or related‑party conflicts; Section 16 compliance issues in the proxy pertained to other individuals, not O’Brien.
Implications for board effectiveness and investor confidence:
- O’Brien’s combined banking and operating background, broad committee participation, and prior chair experience strengthen board oversight of credit, risk, and governance. The clear director pay structure and ownership policy, plus absence of hedging/pledging, support alignment with shareholder interests. Ongoing vigilance is appropriate given his external CEO role, but current policies and disclosures mitigate conflict risk.