ISBC 2017 Form 10-K & 2018 Proxy Statement

15 Corporate Governance Matters Investors Bancorp is committed to maintaining sound corporate governance guidelines and very high standards of ethical conduct and is in compliance with applicable corporate governance laws and regulations. The following are key features of our corporate governance practices: What We Do The Board and management regularly focus on strategy and planning. Of the Board’s current 12 Directors, 9 are independent, including the Lead Independent Director. Our Board has adopted a majority voting policy, described below, which requires Directors who do not receive majority stockholder support to tender their resignation. The Board held 12 meetings in 2017 and the Board’s Committees each held three to six meetings in 2017. The Board met in executive sessions seven times. Our Director attendance for Board and Committee meetings averaged 99 percent in 2017, and each Director attended at least 75 percent of Board and Committee meetings on which the Director served. The Board conducts annual self-evaluations. New Directors are provided with an orientation package and attend a Board orientation session. The Board has a robust Director Education Program to keep abreast of significant risks and compliance issues; laws, regulations and requirements applicable to the Company; corporate governance best practices; products and services offered by the Company; and changes in the financial services industry. Robust stock ownership guidelines for Directors and executive officers are in place. We have specific policies and procedures to align executive compensation with long-term stockholder interests; these policies and procedures are routinely reviewed by the Compensation and Benefits Committee in conjunction with an independent compensation consultant. We have a clawback policy that applies to our executive officers. The Board reviews management talent and succession at least annually. The Company makes on-going investments in systems and technology, as well as training and education for all employees and Directors to combat cybersecurity threats. The Board understands the importance of maintaining regular, open, and transparent communications with our regulators. Our Board has oversight of risk management with a focus on the most significant enterprise risks facing our Company, including compliance, credit, legal, liquidity, market, operational, reputational, and strategic risks. We have guidelines governing the use of pre-established trading plans for transactions in our securities. What We Don’t Do We prohibit all hedging of Investors Bancorp common stock by Directors and executive officers. We prohibit pledging of Investors Bancorp common stock as collateral by Directors and executive officers. We prohibit short sales of Investors Bancorp common stock by Directors and executive officers. No immediate family relationships exist between any of our Directors or executive officers and any of our other Directors or executive officers. Board of Directors Meetings and Committees The Board of Directors of Investors Bancorp and Investors Bank each met 12 times during 2017. The Board of Directors of Investors Bancorp currently maintains four standing committees: the Nominating and Corporate Governance Committee, the Audit Committee, the Compensation and Benefits Committee and the Risk Oversight Committee. PROXY STATEMENT