Richard Wohl
CVB FINANCIALAbout Richard Wohl
Executive Vice President and General Counsel of CVB Financial Corp. and Citizens Business Bank; age 66; initially appointed October 11, 2011, returned July 10, 2017 after a one-year stint at First Republic Bank . His incentives are tied to Company-wide financial metrics (Net Profit After Tax, loans, operating expenses, noninterest income) and a role-specific legal expense/recovery metric; in 2024 CVBF achieved Net Profit After Tax of $200.716 million, Noninterest Income of $56.8 million, Operating Expenses of $233.6 million, Average Total Loans of $8.694 billion, and Average Demand Deposits of $7.144 billion . Equity awards include PRSUs measured over three fiscal years on Relative ROAA and Relative ROATCE versus the KBW Nasdaq Regional Banking Index, with vesting centered on the 50th percentile target and capped at 125% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Republic Bank | Deputy General Counsel | 2016–2017 | Senior legal leadership; returned to CVBF thereafter |
| Indymac Bank | Senior business and legal roles including General Counsel | 1994–2008 | Led legal and business functions during growth and crisis periods |
| CVB Financial Corp. / Citizens Business Bank | EVP & General Counsel (initial tenure) | Appointed Oct 11, 2011 | Established legal oversight function; later rejoined July 10, 2017 |
External Roles
No public company directorships or external board roles disclosed for Mr. Wohl .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 329,311 | 349,310 | 360,657 |
| Plan-based Discretionary Bonus ($) | 56,100 | 125,000 | 72,200 |
| Non-Equity Executive Incentive ($) | 168,300 | 31,500 | 68,590 |
| Stock Awards ($) | 224,700 | 330,009 | 349,991 |
| All Other Compensation ($) | 43,121 | 41,718 | 41,424 |
2024 All Other Compensation detail:
| Component | 2024 ($) |
|---|---|
| 401(k)/Profit Sharing Plan Contributions | 13,800 |
| Auto Allowance | 12,000 |
| Insurance (Company contributions) | 13,807 |
| Other (spousal business event expenses) | 1,817 |
| Total | 41,424 |
Performance Compensation
2024 metrics-based cash incentive plan outcomes:
| Metric | Weighting (%) | 2024 Target | 2024 Actual | Payout (% of Salary) | Vesting |
|---|---|---|---|---|---|
| Net Profit After Tax (CVBF) | 50 | $205,000k (Level 2) | $200,716k | 10% | N/A |
| Average Total Loans (Net) | 15 | $8,900,000k (Level 2) | $8,694,000k | 0% | N/A |
| Noninterest Income | 10 | $53,000k (Level 2) | $56,800k | 6% | N/A |
| Noninterest (Operating) Expenses | 15 | $232,000k (Level 2) | $233,600k | 3% | N/A |
| Legal Expenses and Recoveries | 10 | $850k (Level 2) | $2,977k | 0% | N/A |
| Total Objective Incentive | 100 | — | — | 19% of Salary | N/A |
2024 plan-based discretionary bonus:
| Item | Value |
|---|---|
| Maximum Opportunity | 20% of base salary |
| 2024 Awarded % | 20% |
| 2024 Dollar Value | $72,200 |
PRSU performance framework (applies to 2024 grant):
| Metric | Weighting | Peer Measure | Threshold | Target | Maximum | Payout at Threshold/Target/Max |
|---|---|---|---|---|---|---|
| Relative ROAA | 50% | KBW Nasdaq Regional Banking Index peers (KRX) | 25th pct | 50th pct | 75th pct | 0% / 100% / 125% of target shares |
| Relative ROATCE | 50% | KRX peers | 25th pct | 50th pct | 75th pct | 0% / 100% / 125% of target shares |
| Vesting | — | — | — | — | — | Three-year performance period (FY 2024–2026); vests Jan 24, 2027 |
Equity Ownership & Alignment
Beneficial ownership snapshot (record date March 28, 2025):
| Ownership Detail | Value |
|---|---|
| Common Stock Beneficially Owned | 41,155 shares; below 0.1% of class |
| Company policy on hedging/pledging | Hedging and pledging prohibited absent written justification and pre-clearance; short-selling/options prohibited |
| Rule 10b5-1 trading plans | None known in effect as of proxy date; no hedged or pledged positions known |
Outstanding unvested equity (as of Dec 31, 2024; CVBF close $21.41):
| Award Type | Units Unvested | Market/Payout Value ($) | Vesting Terms |
|---|---|---|---|
| Time RSUs (2024 grant) | 9,220 | 197,400 | Vests one-third on Jan 24, 2025/2026/2027 |
| Time RSUs (2023 grant) | 4,550 | 97,416 | Vests one-half on Jan 25, 2025 and Jan 25, 2026 |
| Time RSUs (2022 grant) | 1,668 | 35,712 | Vests Jan 26, 2025 |
| Time RSUs (other) | 2,000 | 42,820 | Vests Mar 25, 2025 |
| PRSUs (2024 grant, target) | 9,220 | 197,400 | Vests Jan 24, 2027; performance-based |
| PRSUs (2023 grant, max reflected) | 6,824 | 146,102 | Vests Jan 25, 2026; performance-based |
| PRSUs (2022 grant, max reflected) | 6,250 | 133,813 | Vested Jan 26, 2025 at max based on 2022–2024 performance |
2024 equity grant specifics:
| Grant Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Time RSUs | Jan 24, 2024 | — | 9,220 | — | 174,996 |
| PRSUs | Jan 24, 2024 | 6,915 | 9,220 | 11,525 | 174,996 |
Employment Terms
Key terms under 2024 NEO Employment Agreement (effective July 2, 2024):
- Term: Two years with successive one-year auto-renewals unless terminated .
- Annual metrics-based incentive opportunity: 0%–60% of base salary; separate discretionary bonus: 0%–20% of base salary .
- Long-term equity: Annual grants of Time RSUs/PRSUs/options targeted at ~100% of prior-year base salary (no guaranteed minimum); PRSUs vest based on 3-year performance .
- Change-in-control economics (double-trigger within 180 days before or 12 months after a change-in-control, or Good Reason within 12 months): 2x base salary + 2x average annual bonus (preceding two years) + lump-sum COBRA equivalent for 24 months; paid in equal installments over 18 months; acceleration of unvested options and Time RSUs; PRSUs vest at target if <2 years completed, or based on actual performance if ≥2 years completed .
- Death/Disability: Immediate full vesting of options, Time RSUs, PRSUs (at target for uncompleted performance periods) .
- Non-solicit: One year post-termination; customer and employee non-solicitation tied to Confidential Information/trade secrets .
- Clawback: Company maintains SEC/Nasdaq-compliant compensation recoupment policy .
- 280G treatment: Best-net (no gross-ups); benefits delivered either in full or reduced to avoid 4999 excise tax depending on greatest after-tax outcome .
- Arbitration: Binding arbitration (JAMS/FAA) for employment-related disputes; class/collective action waivers as permitted by law .
Potential payments upon termination (assumes event on Dec 31, 2024):
| Scenario | Cash Severance ($) | Acceleration of Unvested Awards ($) | Total ($) |
|---|---|---|---|
| Involuntary Termination (other than For Cause) | — | — | — (Committee discretionary; not tabled) |
| Termination in Connection with Change in Control | 1,062,844 | 887,188 | 1,950,032 |
| Death or Disability | — | 823,900 | 823,900 |
Investment Implications
- Pay-for-performance alignment: Cash incentives tied 50% to Net Profit After Tax and 40% to operating efficiency/growth metrics; legal-expense metric adds role-specific accountability. 2024 payouts reflected mixed performance, with 19% salary earned under objective metrics and full 20% discretionary bonus awarded based on governance/compliance impact .
- Retention risk mitigated: Newly instituted 2024 NEO Employment Agreements provide double-trigger change-in-control protection (2x salary + 2x average bonus + 24 months COBRA) and comprehensive equity acceleration mechanics, increasing stability through potential strategic transactions .
- Trading signals: Company policy prohibits hedging/pledging and short-swing/options activity; no known 10b5-1 plans or hedged/pledged positions for Restricted Persons, reducing near-term insider selling pressure optics . Multiple scheduled RSU/PRSU vestings in 2025–2027 could incrementally expand float via settlement, but policy constraints and absence of 10b5-1 plans temper pre-scheduled sales .
- Equity alignment: Beneficial ownership is modest (<0.1% of shares outstanding), but cumulative unvested RSUs/PRSUs with three-year PRSU performance design (relative to KRX peers) tie long-term value creation to bank profitability and asset returns .