Stephen Del Guercio
CVB FINANCIALAbout Stephen A. Del Guercio
Stephen A. Del Guercio (age 63) has served as an independent director of CVB Financial Corp. since 2012; he is a partner at Demetriou, Del Guercio, Springer & Francis, LLP, with practice in real estate and corporate transactional law. He holds a B.A. from the University of Southern California (magna cum laude, 1983) and a J.D. from USC Law (Order of the Coif, 1986); he previously served on the La Cañada Flintridge City Council (2001–2013), including three one-year terms as Mayor . He is Chair of the Risk Management Committee at Citizens Business Bank and sits on CVBF’s Audit, Compensation, and Nominating & Corporate Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Demetriou, Del Guercio, Springer & Francis, LLP | Partner | Not disclosed | Corporate and real estate transactional law for mid-sized businesses and HNW individuals |
| City of La Cañada Flintridge | City Council Member; Mayor | 2001–2013 (Mayor: three one-year terms) | Municipal leadership; community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships noted in CVBF proxy |
| Demetriou, Del Guercio, Springer & Francis, LLP | Partner | Ongoing | External professional role as attorney |
Appointment to CVB Financial Corp.’s board was announced October 30, 2012 .
Board Governance
- Independence: Determined independent under Nasdaq rules; serves on Audit, Compensation, and Nominating & Corporate Governance at CVBF; chairs Risk Management at Citizens Business Bank .
- Attendance: In 2024, all directors attended at least 75% of board and committee meetings for which they were eligible; directors also attended the 2024 annual meeting in person or via audio . In 2024, CVBF board held 12 regular monthly meetings (plus one special); CBB board held 12 regular meetings .
- Executive sessions: Independent directors hold executive sessions at least four times per year .
- Governance framework: Committees comprised solely of independent directors; strong related-party review processes; insider trading, hedging, and pledging restrictions in place .
Fixed Compensation (Outside Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director annual cash fee |
| Committee chair stipend (Risk Management, CBB) | $10,000 | Additional annual stipend for Risk Committee Chair (total cash $80,000) |
| Total cash fees (2024) | $80,000 | Paid monthly; no separate meeting fees disclosed |
Performance Compensation
| Award | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Director annual grant) | May 15, 2024 | 4,899 | $84,998 | One year from grant | Value based on $85,000 target divided by $17.35 closing price; rounded to whole shares |
| Restricted Stock (annual grant – Form 4) | May 21, 2025 | 4,462 | $0 (Form 4 reporting price) | Not disclosed in Form 4 | Non-derivative acquisition; post-transaction holdings 47,304 shares |
Director equity grants are time-based restricted stock (not performance-conditioned); vesting typically one year from grant under the 2018 Equity Incentive Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Del Guercio |
| Committee leadership (CBB) | Chair, Risk Management Committee (Citizens Business Bank) |
| Potential interlocks | None disclosed with competitors, suppliers, or customers; CVBF notes ordinary-course banking relationships with directors/executives on market terms |
Expertise & Qualifications
- Legal, governance, and risk management expertise; relates to CVBF skills matrix categories Governance/Legal and Regulatory/Risk Management .
- Community leadership experience (City Council/Mayor), deep relationships in San Gabriel Valley business community .
- Committee breadth across Audit, Compensation, and Nominating & Corporate Governance supports board effectiveness .
Equity Ownership
| Measure | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | Mar 28, 2025 | 42,842 | Director ownership table |
| Unvested restricted shares (all non-employee directors) | Dec 31, 2024 | 4,899 | Unvested RS held by each non-employee director |
| Post-grant holdings (Form 4) | May 21, 2025 | 47,304 | After 4,462-share acquisition; direct ownership |
| Hedging/pledging | N/A | Company reports no known hedged or pledged positions and no Rule 10b5-1 plans in effect for directors/Section 16 officers as of proxy dates | |
| Ownership guidelines | Ongoing | 3x annual retainer ($210,000 for 2024) | Company states all current directors are in compliance with the stock ownership policy |
Insider Trades (Section 16)
| Date | Transaction | Shares | Price | Post-Holdings | Source |
|---|---|---|---|---|---|
| May 21, 2025 | Grant/Acquisition (A) | 4,462 | $0 | 47,304 (Direct) |
No delinquent Section 16 filings cited for Del Guercio; 2024 exceptions involved another director and one executive (late Form 4s) .
Governance Assessment
- Board effectiveness: Del Guercio’s legal and risk credentials, plus committee breadth and chairing the CBB Risk Management Committee, indicate strong alignment with CVBF’s risk oversight priorities (Audit covers financial controls and cybersecurity; Risk Management receives quarterly ERM reports; Compensation reviews pay risk) .
- Independence and alignment: Independent status across CVBF committees, adherence to stock ownership guidelines, and time-based equity grants support investor alignment without undue risk-taking incentives .
- Conflicts/related-party exposure: CVBF’s Related Party Transaction Policy assigns Audit Committee review and prohibits conflicted participation; the proxy discloses ordinary-course banking relationships on market terms and no specific related-party transactions naming Del Guercio; insider trading policy restricts hedging/pledging, with none reported .
- Attendance and engagement: Board/committee meeting cadence (monthly/quarterly) and minimum attendance compliance (≥75%) point to active engagement; independent director executive sessions held at least quarterly .
RED FLAGS (none material disclosed specific to Del Guercio)
- Hedging/pledging: None reported among Restricted Persons; no active 10b5-1 plans as of proxy dates .
- Related-party transactions: No Del Guercio-specific related-party transactions disclosed; policy and process emphasize Audit Committee oversight .
- Attendance: Meets the 75% threshold along with all directors; no attendance shortfalls disclosed .
Compensation Committee Analysis (context)
- Composition and independence: Compensation Committee members are independent; no interlocks or insider participation; Del Guercio is a member .
- Consultant usage: Pearl Meyer engaged for peer benchmarking and compensation structure review; committee oversees incentive plans and CEO evaluation .
Director Compensation Summary (2024)
| Item | Cash ($) | Equity (Grant-Date Fair Value $) | Total ($) |
|---|---|---|---|
| Stephen A. Del Guercio (Director) | 80,000 | 84,998 | 164,998 |
Annual director restricted stock grants targeted at $85,000 per director; 2024 grant of 4,899 shares, vesting in one year .
Committee Assignments Snapshot
| Body | Committee | Role |
|---|---|---|
| CVB Financial Corp. | Audit; Compensation; Nominating & Corporate Governance | Member (independent) |
| Citizens Business Bank | Risk Management | Chair |
| Citizens Business Bank | Balance Sheet Management; Trust Services | Member |
Expertise & Qualifications
| Skill Area | Evidence |
|---|---|
| Governance/Legal | Skills matrix and legal background |
| Regulatory/Risk Management | Skills matrix; Chair of Risk Management Committee |
| Finance/Audit | Audit committee service; matrix indicates finance/audit capability |
Notes on Policies
- Insider Trading/Hedging/Pledging: Prohibits short-swing trades, short-selling, options trading; hedging/pledging discouraged and requires pre-clearance; no known hedged/pledged positions or 10b5-1 plans among directors/Section 16 officers as of proxy .
- Related Party Transactions: Transactions >$120,000 reviewed by Audit Committee; conflicted members recused; ordinary-course loans excluded if market terms and normal risk .
Collectively, Del Guercio’s committee roles, independent status, attendance, and ownership alignment support board credibility. No specific conflicts or red flags are disclosed relating to him; equity compensation is time-based and modest relative to cash retainers, maintaining alignment without performance metric gaming .