Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 20, 2022, CVB Financial Corp. ("CVB") and its principal subsidiary,
Citizens Business Bank (the "Bank" and with CVB, the "Company"), entered into an
Amended and Restated Employment (the "Amended and Restated Employment
Agreement") with David A. Brager, the Company's President and CEO. This Amended
and Restated Employment Agreement represents the renewal and extension of the
Company's existing Employment Agreement with Mr. Brager dated February 14, 2020
(the "Original Employment Agreement") to June 30, 2025. Although the Original
Employment Agreement was not due to expire until March 31, 2023, the Company's
Board of Directors deemed it to be in the Company's best interests to engage in
the early renewal of Mr. Brager's employment arrangements in the form of the
Amended and Restated Employment Agreement at this time.
Mr. Brager is 55 years old and initially assumed the position of Chief Executive
Officer of the Company on March 16, 2020. His title and position were
subsequently expanded to include the roles of President and Chief Executive
Officer in November 2021. Prior to his current position, Mr. Brager has been
employed by the Company since 2003, including serving as Executive Vice
President and Sales Division Manager of the Bank from 2010 to 2020.
As in the case of the Original Employment Agreement, the Amended and Restated
Employment Agreement provides that Mr. Brager shall be employed for a term of
approximately three years, in this instance ending on June 30, 2025, with
successive renewal terms for one-year periods thereafter in each case unless
terminated by either the Company or Mr. Brager.
Mr. Brager's base salary is set at its current level of $800,000 at the
commencement of the renewed term. The Company's Compensation Committee will
evaluate Mr. Brager's and the Company's performance annually, and the Company's
Compensation Committee may adjust Mr. Brager's base salary upward from time to
time in its sole discretion. During the term of the Amended and Restated
Employment Agreement, Mr. Brager will continue to be eligible to participate
each year in the Company's Executive Performance Compensation Plan adopted under
the Company's 2015 Executive Incentive Plan, with a target bonus opportunity of
100% of base salary and with a maximum bonus under such plan of 150% of
Mr. Brager's base salary, depending on the Company's and Mr. Brager's
achievement of performance goals and the Compensation Committee's evaluation of
Mr. Brager's overall performance.
In addition, and in accordance with the terms of the Company's 2018 Equity
Incentive Plan, the Amended and Restated Employment Agreement provides for CVB's
Compensation Committee to make additional Time RSU, Performance RSU and/or stock
option or restricted stock grants to Mr. Brager annually during the term of the
Amended and Restated Employment Agreement, with an expected annual target grant
date value of the underlying equity of one hundred fifty percent (150%) of
Mr. Brager's annual base salary at time of grant, and with a minimum annual
grant date value of one hundred twenty percent (120%) of Mr. Brager's annual
base salary at time of grant, in such forms of awards and on such terms as may
be determined from time to time by CVB's Compensation Committee.
The performance criteria and performance targets for the Performance RSUs are to
be established by CVB's Compensation Committee and set forth in an award
agreement as of the grant date. Except as described below, the Performance RSUs
will vest, based on performance, at the end of the three-year performance period
only if Mr. Brager continues in employment with the Company through such date.
The Amended and Restated Employment Agreement provides that, if Mr. Brager is
terminated without "cause" (other than by reason of his death or disability), he
is to be paid an amount equal to the sum of two times (2x) his annual base pay
plus two times (2x) his average annual bonus granted for the preceding two
calendar years during his tenure as the Company's President and Chief Executive
Officer, which amount is payable over 18 months. Mr. Brager's receipt of any
severance benefits pursuant to the terms of the Amended and Restated Employment
Agreement (including severance benefits upon a "change-in-control" described
below) is conditioned upon his execution of a release of claims in favor of the
Company.
In the event Mr. Brager is terminated without "cause" within 180 days before a
"change-in-control" or within 12 months after a "change-in-control" or resigns
for "good reason" within 12 months after a "change-in-control" (as such terms
are defined in the Amended and Restated Employment Agreement), he is to be paid
an amount equal to the sum of two times (2x) his annual base pay plus two times
(2x) his average annual bonus granted for the preceding two calendar years
during his tenure as the Company's President and Chief Executive Officer, which
amount is payable over 18 months.
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In addition, upon a change-in-control, with or without Mr. Brager's termination
of employment, Mr. Brager's unvested options and Time RSUs are to vest
immediately; Mr. Brager's Performance RSUs for any performance period for which
less than two years have been completed prior to the change-in-control are to
vest immediately at the target number of shares established in the applicable
grant; and Mr. Brager's Performance RSUs for any performance period that has
ended or for which at least two years of the performance period have been
completed prior to the change-in-control are to vest immediately for the number
of shares based on actual performance during the performance period or the
completed portion of the performance period. Moreover, in the event of
termination of employment in connection with a change in control of CVB or CBB,
Mr. Brager's severance pay is increased to include the cost equivalent of 24
months of medical and dental coverage.
Furthermore, in the event that Mr. Brager dies or becomes permanently disabled
during his tenure as the Company's President and CEO, Mr. Brager's unvested
options, Time RSUs and Performance RSUs would vest in full, with the Performance
RSUs to vest at the target number of shares established in the applicable grant.
The foregoing summary of the Amended and Restated Employment Agreement is
qualified in its entirety by reference to such Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amended and Restated Employment Agreement by and among CVB
Financial Corp. and Citizens Business Bank, on the one hand,
and David A. Brager, on the other hand, dated July 20, 2022.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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