CVB Financial : 2002 Proxy Statement

NOTICE OF 2022

ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, MAY 18, 2022

To Our Shareholders:

The 2022 annual meeting of shareholders of CVB Financial Corp. will be held at 8:00 a.m. local time at CVB Financial Corp.'s Corporate Headquarters, 701 North Haven Avenue, Ontario, CA 91764, on Wednesday, May 18, 2022.

We intend to hold our annual meeting in person consistent with the requirements of the California Corporations Code. However, as part of our precautions regarding the ongoing COVID-19 pandemic, we are planning to provide interested shareholders, members of our Board of Directors and our team members with the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently and allow for questions and answers. There will be no food or refreshments provided at this meeting.

The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 18, 2022). To join our conference call facility, please dial 1 [phone], passcode 9872676. Questions will be permitted when prompted by the moderator. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 am PDT on May 25, 2022. To access the replay, please dial 1 [phone], passcode 9872676.

Please note that, consistent with our practice in prior years and in accordance with California law, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present for purposes of California law, please either (i) vote in advance by internet, telephone or return of your proxy card or (ii) vote in person by attending the annual meeting at its designated location. Participation by audio conference call will not constitute attendance for legal purposes. We will

By Order of the Board of Directors

Myrna L. Di Santo

Vice President, Corporate Secretary Dated: April 6, 2022

not have the ability to accept or change any shareholder votes on the annual meeting audio call.

At our meeting, we will ask you to act on the following matters:

• 1. Election of Directors. Elect eight (8) persons to the Board of Directors to serve a term of one year and until their successors are elected and qualified. The following eight persons are our nominees:

  George A. Borba, Jr.	Anna Kan
  David A. Brager	Raymond V. O'Brien III
  Stephen A. Del Guercio	Jane Olvera
  Rodrigo Guerra, Jr.	Hal W. Oswalt

  Additional information regarding procedures for shareholders recommending nominees for directors is set forth below under the heading "Shareholder Nominations of Director Candidates."

• 2. Advisory Compensation Vote. Approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2021 ("Say-On-Pay").

• 3. Ratification of Appointment of Independent Registered Public Accountants. Ratify the appointment of KPMG LLP as our independent

• registered public accountants for 2022.

• 4. Other Business. Transact any other business that properly comes before the meeting.

If you were a shareholder of record at the close of business on March 28, 2022, you may vote at the annual meeting or at any postponement or adjournment of the meeting.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Shareholders:

This Proxy Statement, our 2021 Annual Report and our Annual Report on Form 10-K for the fiscal year 2021 are available on the Internet at:https://investors.cbbank.com/annual-meeting.

IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO PLEASE VOTE BY INTERNET OR TELEPHONE, OR TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING. IF YOU DO ATTEND THE ANNUAL MEETING,

YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE IN PERSON.

IF YOU RECEIVED A PAPER COPY OF THIS PROXY STATEMENT AND A PROXY CARD, PLEASE DO NOT RETURN THE

PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.

TABLE OF CONTENTS

• I. PROXY STATEMENT SUMMARY AND

  GENERAL INFORMATION .................. 1

  PROXY STATEMENT SUMMARY . . . . . . . . . . . . 2

  GENERALINFORMATION .................. 3

  Who We Are ............................. 3

  CoreValues .............................. 3

  Board Oversight and Structure . . . . . . . . . . . . . . . 3

  OurExecutiveOfficers ...................... 4 Overview of our Financial and Operational

  Performancein2021 ....................... 4

  CVB Financial Corp. Percentile Rank vs.

  Peers on Key Performance Indicators . . . . . 6

  Human Resources, COVID-19 and Information

  Security .................................. 7

  KeyElementsofDiversity ............... 8

  ShareholderEngagement ................... 9

  Who are the Largest Owners of CVBF Stock? .. 9 How Much CVBF Stock do our Directors and

  ExecutiveOfficersOwn? .................... 11 Disclosure Regarding Any Delinquent

  Section16(a)Reports ...................... 12 Questions and Answers about the Annual

  MeetingandVoting ........................ 13

• II. PROPOSAL NO. 1:

  ELECTIONOFDIRECTORS ................ 16

  Voting for Director Nominees . . . . . . . . . . . . . . . . 16

  Nomination of Director Candidates . . . . . . . . . . . 16

  TheNominees ............................ 17

  Corporate Governance Principles . . . . . . . . . . . . . 22

  BoardRiskOversight ....................... 22

  Board Nominations of Director Candidates . . . . . 23 Shareholder Nominations of Director Candidates

  andOtherProposals ....................... 24

  Director Tenure, Age and Diversity . . . . . . . . . . . . 25

BoardDiversityMatrix .................. 26

DirectorIndependence ...................... 26

ExecutiveSessions ........................ 26

Director Stock Ownership Guidelines . . . . . . . . . . 27 Policy on Insider Trading, Pledging and Hedging

of Company Equity Securities . . . . . . . . . . . . . . . . 27 Director Attendance at Board Meetings and

Annual Shareholders Meeting . . . . . . . . . . . . . . . . 27

Committees of the Board of Directors . . . . . . . . . 28

AuditCommittee ........................... 28 Nominating and Corporate Governance

Committee ................................ 29

CompensationCommittee ................... 29 Compensation Committee Interlocks and Insider

Participation .............................. 30 Certain Relationships and Related Person

Transactions .............................. 30 Policies and Procedures for Approving Related

PersonTransactions ....................... 30 Annual Board and Committee Self-Evaluation

Process .................................. 31

DirectorCompensation ..................... 32

Table on Outside Director Compensation for

2021 ................................. 33

Communications with our Board of Directors . . . . 34

III. PROPOSAL NO. 2:

ADVISORY RESOLUTION TO APPROVE

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 35 Compensation Discussion and Analysis -

GeneralInformation ........................ 36

2021 Compensation Program Overview . . . . . . . 37 Philosophy and Objectives of Our Executive

CompensationProgram ..................... 38 Summary of Components of Executive

Compensation ............................. 39 Methodologies for Establishing Executive

Compensation ............................. 41

Role of Our Compensation Consultants . . . . . . . . 42 Peer Group Criteria and Composition for

2021 ..................................... 42

Peer Group Criteria and Composition

Table ................................ 43

Compensation Arrangements with our President

andCEO ................................. 44 Discussion of 2021 Named Executive Officers

CompensationProgram .................... 46

BaseSalary ............................... 46 Annual Performance Incentive Compensation

and Supplemental Discretionary Bonus . . . . . . . . 46

Table of 2021 Performance Measures and

Corresponding Bonus Percentages . . . . . . . 49 Table of 2021 Performance Measures and

Performance Levels Achieved . . . . . . . . . . . . 50

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Table of 2021 Performance Measures and

PayoutLevelsforEachNEO ............. 51

Equity-Based Compensation . . . . . . . . . . . . . . . . . 54

Equity Incentive Grants to Our President

andCEOfor2021 ...................... 55 Equity Incentive Grants to Our Other NEOs

for2021 .............................. 56 PRSU Performance Criteria and

MeasurementPeriod ................... 56 Equity Compensation for our NEOs for

2022 ................................ 56

Employee Retirement Plans . . . . . . . . . . . . . . . . . 57

Employee Health and Welfare Benefits . . . . . . . . 57 Tax Deductibility and Executive

Compensation ............................. 57 Compensation Governance and Risk

Management .............................. 58

Compensation Committee Report . . . . . . . . . . . . . 59

Summary of Compensation Table . . . . . . . . . . . . 60

All Other Compensation Table . . . . . . . . . . . 61

CEOPayRatioDisclosure .................. 62

Grants of Plan-Based Awards for 2021 . . . . . . . . 63 Outstanding Equity Awards at Fiscal Year-End

Table ................................... 65 Option Exercises and Restricted Stock Vested in

2021Table ............................... 66

Equity Compensation Plan Information . . . . . . . . 66

Equity Compensation Plan Table . . . . . . . . . 67

DeferredCompensation ..................... 67

Nonqualified Deferred Compensation

Table ................................ 68

Potential Payments to our Named Executive

Officers Upon Termination or Change in

Control ................................... 68

Potential Payments Upon Termination of

EmploymentTable ..................... 71

Consideration of 2021 Say-on-Pay Voting

Results .................................. 72

IV. PROPOSAL NO. 3:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTINGFIRM ....................... 73

Selection of Independent Auditors . . . . . . . . . . . . 73

PrincipalAuditor'sFees ..................... 73

AuditCommitteeOversight .................. 73

AuditCommitteeReport .................... 74

AnnualReportonForm10-K ................ 75

Proposals of Shareholders for 2023 . . . . . . . . . . . 75

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CVB FINANCIAL CORP. 701 North Haven Avenue Ontario, California 91764

[phone]

PROXY STATEMENT

This proxy statement contains information about the annual meeting of shareholders of CVB Financial Corp. to be held on Wednesday, May 18, 2022, beginning at 8:00 a.m. local time, at CVB Financial Corp.'s Corporate Headquarters, located at 701 North Haven Avenue, Ontario, CA 91764, and at any postponements or adjournments of the meeting.

CVB Financial Corp. is a bank holding company whose principal subsidiary is Citizens Business Bank. CVB Financial Corp.'s common stock is listed on the Nasdaq Stock Market LLC ("Nasdaq") and CVB Financial Corp. is therefore subject to Nasdaq's listing requirements. CVB Financial Corp. is incorporated in the State of California and Citizens Business Bank is a California-chartered bank. CVB Financial Corp. and Citizens Business Bank are sometimes referred to collectively in this proxy statement as the "Company."

We intend to hold our annual meeting in person consistent with the requirements of the California Corporations Code. However, as part of our precautions regarding the ongoing COVID-19 pandemic, we are planning to provide interested shareholders, members of our Board of Directors and our team members with the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently and allow for questions and answers. There will be no food or refreshments provided at this meeting.

The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 18, 2022). To join the conference call facility, please dial 1 [phone], passcode 9872676. Questions will be permitted when prompted by the moderator. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 am PDT on May 25, 2022. To access the replay, please dial 1 [phone] passcode 9872676.

Please note that, consistent with our practice in prior years and in accordance with California law, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present for purposes of California law, please either (i) vote in advance by internet, telephone or return of your proxy card or (ii) vote in person by attending the annual meeting at its designated location. Listening into the meeting by audio conference call will not constitute attendance for legal purposes. We will not have the ability to accept or change any shareholder votes on the annual meeting audio call.

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