Tim Stephens
CVB FINANCIALAbout Tim Stephens
Timothy M. Stephens was appointed as a Director of CVB Financial Corp. and Citizens Business Bank effective November 1, 2025, increasing each board from eight to nine members . He brings more than 33 years of experience in business and information technology, retiring from EY in 2024 after a 27-year career where he served as a global client service partner . His expertise spans banking and capital markets, information technology, insurance, asset management, regulatory engagement, internal audit, risk management, information security, and compliance; he holds an M.S. in Accounting and a B.S. in Business Administration from the University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY | Global Client Service Partner | 27 years; retired 2024 | Led teams across industries; regulatory experience; internal audit, risk, information security, compliance |
External Roles
- No other public company directorships were disclosed in CVBF’s appointment press release or 8-K at the time of his appointment .
Board Governance
| Entity | Committee | Role |
|---|---|---|
| CVB Financial Corp. | Audit Committee | Member |
| CVB Financial Corp. | Compensation Committee | Member |
| CVB Financial Corp. | Nominating & Corporate Governance Committee | Member |
| Citizens Business Bank | Risk Management Committee | Member |
| Citizens Business Bank | Balance Sheet Management Committee | Member |
| Citizens Business Bank | Trust Services Committee | Member |
- Independence: CVBF’s Audit, Compensation, and Nominating & Corporate Governance Committees consist solely of independent directors under Nasdaq rules, and Mr. Stephens was appointed to all three, indicating independent status under CVBF’s governance framework .
- Board structure: CVBF maintains a non-executive, independent Chair and holds periodic executive sessions of non-management directors and Audit Committee directors .
- Attendance: 2025 attendance is not yet applicable for Mr. Stephens; historically, all directors met the ≥75% attendance threshold in 2023 .
- Director since: November 1, 2025 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $77,000 per year | As disclosed in Item 5.02 of the 8-K for Mr. Stephens |
| Committee Chair Fees | Not applicable | No chair roles disclosed for Mr. Stephens at appointment |
| Meeting Fees | Not disclosed | CVBF uses monthly stipends and annual retainers; no meeting fees specified |
| Deferred Compensation Eligibility | Available | Directors may defer up to 100% of cash fees under the 2020 DCP; only Raymond V. O’Brien III currently participates |
Performance Compensation
| Equity Component | Grant Value | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (Director) | Pro-rated relative to $85,000 (annual director grant value) | Initial grant scheduled Nov 19, 2025 (Compensation Committee meeting) | CVBF director grants typically vest one year from grant date (2024 grants example) | None; director equity grants are time-based restricted stock (no performance conditions) |
- Context: Continuing outside directors received 2025 annual restricted stock grants at a pre-established value of $85,000 on May 21, 2025; Mr. Stephens’ initial grant will be pro-rated for ~6 months of service since that date .
- Options: CVBF disclosed that as of December 31, 2024, no non-employee directors held stock options; director awards are primarily restricted stock .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | CVBF’s appointment materials did not disclose other public company boards for Mr. Stephens |
Expertise & Qualifications
- Banking and capital markets; insurance; asset management domain knowledge .
- Internal audit, risk management, information security, and compliance experience with federal and state regulators .
- EY pedigree as global client service partner leading strategic solutions across industries .
- Education: M.S. in Accounting; B.S. in Business Administration (University of Colorado) .
Equity Ownership
| Metric | As of Date | Value |
|---|---|---|
| Beneficial Ownership (shares) | Oct 31, 2025 | None; Form 3 indicates no securities beneficially owned |
| Ownership % of outstanding | Oct 31, 2025 | Not applicable given no holdings |
| Vested vs. Unvested | Oct 31, 2025 | None; initial grant scheduled Nov 19, 2025 |
| Pledged Shares | Policy prohibits pledging/hedging by directors; no holdings reported at filing | Governance policy prohibits pledging/hedging; Form 3 shows no holdings |
| Stock Ownership Guidelines | 3x annual retainer for non-employee directors; reasonable period for new directors to reach target | Policy applies to directors; 2019 revision set guideline at 3x annual base retainer with ramp period for new directors |
| Compliance Status | Newly appointed; initial holdings zero; expected to begin alignment with pro-rated restricted stock grant | Based on Form 3 and 8-K grant disclosure |
Insider Filings
| Form | Filed Date | Relationship | Key Disclosure |
|---|---|---|---|
| Form 3 (Initial Statement) | Oct 31, 2025 | Director | No securities beneficially owned at time of filing |
Governance Assessment
- Board effectiveness: Appointment adds deep risk, audit, IT, and regulatory expertise to core oversight committees (Audit, Compensation, Nominating & Corporate Governance) and key bank committees (Risk, Balance Sheet Management, Trust), enhancing board skill mix and risk oversight capacity .
- Independence: Committee assignments align with CVBF’s governance requirement that these committees be composed solely of independent directors, supporting investor confidence in oversight quality .
- Alignment & incentives: Cash retainer of $77,000 complemented by an initial pro-rated restricted stock grant; CVBF’s director ownership guideline is 3x annual retainer with a reasonable ramp for new directors, and the company prohibits pledging/hedging—constructive for alignment and risk controls .
- Conflicts/related-party exposure: CVBF stated there are no transactions or agreements with Mr. Stephens requiring disclosure under Item 404(a) at appointment, mitigating related-party risk concerns .
- Engagement/attendance signals: 2025 attendance not yet applicable for Mr. Stephens; historically, directors met ≥75% attendance thresholds in 2023, indicating a culture of engagement .
RED FLAGS: None evident at appointment. Initial Form 3 reported no beneficial ownership, but equity alignment is expected to begin with the pro-rated restricted stock grant on November 19, 2025 .