ISBC 2017 Form 10-K & 2018 Proxy Statement

5 Directors and Executive Officers The following table sets forth information about shares of Investors Bancorp common stock owned by each nominee for election as director, each incumbent director, each Named Executive Officer identified in the Summary Compensation Table included elsewhere in this Proxy Statement, and all nominees, incumbent directors and executive officers as a group, as of March 26, 2018. Name Position(s) held with Investors Bancorp Inc. and/or Investors Bank Shares Owned Directly and Indirectly (1) Options Exercisable within 60 days Beneficial Ownership Percent of Class Unvested Stock Awards Included in Beneficial Ownership NOMINEES Kevin Cummings Director, President and Chief Executive Officer 1,983,137 380,952 2,364,089 * 652,381 Michele N. Siekerka Director 182,268 170,606 352,874 * 60,000 Paul Stathoulopoulos Director (2) 225,000 100,000 325,000 * 60,000 INCUMBENT DIRECTORS Robert C. Albanese Director 161,988 135,302 297,290 * 60,000 Domenick A. Cama Director, Senior Executive Vice President and Chief Operating Officer 1,530,455 304,761 1,835,216 * 521,905 James J. Garibaldi Director 101,550 100,000 201,550 * 60,000 James H. Ward III Director 445,969 100,000 545,969 * 60,000 Dennis M. Bone Director 165,244 100,000 265,244 * 60,000 Doreen R. Byrnes Director 162,638 100,000 262,638 * 60,000 Peter H. Carlin Director — — — * — William V. Cosgrove Director 157,450 100,000 257,450 * 60,000 RETIRING DIRECTORS (3) Robert M. Cashill Chairman 756,902 166,666 923,568 * 50,000 Brian D. Dittenhafer Lead Independent Director 344,057 166,666 510,723 * 50,000 EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Richard S. Spengler Executive Vice President and Chief Lending Officer 792,307 203,809 996,116 * 395,936 Paul Kalamaras Executive Vice President and Chief Retail Banking Officer 728,067 203,809 931,876 * 407,936 Sean Burke Senior Vice President and Chief Financial Officer 357,978 179,047 537,025 * 336,445 All directors and executive officers as a group (4) 8,095,010 2,511,618 10,606,628 3.51% 2,894,603 * Less than 1% (1) Unless otherwise indicated, each person effectively exercises sole, or shared with spouse, voting and dispositive power as to the shares reported. (2) Mr. Stathoulopoulos has been nominated for election as Director at the May 22, 2018 Annual Meeting. (3) In accordance with the Company’s Bylaws, Messrs. Cashill and Dittenhafer will retire effective following the Annual Meeting. (4) Includes 128,147 shares of common stock allocated to the accounts of executive officers under the Investors Bank Employee Stock Ownership Plan (“ESOP”) and excludes the remaining 17,337,157 shares of common stock of which 12,316,149 are unallocated and held for the future benefit of all employee participants. Under the terms of the ESOP, shares of common stock allocated to the account of employees are voted in accordance with the instructions of the respective employees. Unallocated shares are voted by the ESOP Trustee in the same proportion as the vote obtained from participants on allocated shares. Includes 52,924 shares of common stock held through the Company's 401(k) Plan. It is expected that, pending reelection at the Annual Meeting, Mr. Cummings will serve as Chairman of the Boards of Directors of the Company and Investors Bank and Chief Executive Officer. In addition, Mr. Bone, who has served on the Boards of Directors of the Company and Investors Bank since 2013, will succeed Mr. Dittenhafer as Lead Independent Director. PROXY STATEMENT