ISBC 2017 Form 10-K & 2018 Proxy Statement

17 Director Independence Pursuant to our Nominating and Corporate Governance Guidelines (the “Corporate Governance Guidelines”), the Board of Directors conducts an annual review of director independence. As a result of the review performed in December 2017, the Board of Directors determined, based upon the recommendation of the Nominating and Corporate Governance Committee, that 9 of the 12 members of the Board of Directors, and each member of the Compensation and Benefits, Nominating and Corporate Governance and Audit Committees are independent, as affirmatively determined by the Board of Directors consistent with the listing rules of the Nasdaq Stock Market. In connection with this review, the Board of Directors considers all relevant facts and circumstances relating to relationships that each director, his or her immediate family members and their respective related interests has with Investors Bancorp and its subsidiaries. As a result of this review, the Board of Directors determined that Messrs. Cashill, Albanese, Cosgrove, Bone, Dittenhafer, Ward, Carlin and Mses. Byrnes and Siekerka, are independent as defined in the Nasdaq corporate governance listing rules. The Board of Directors determined that Messrs. Cummings and Cama are not independent as they are Investors Bank employees. Mr. Garibaldi is not independent due to commercial real estate brokerage services provided by his company to Investors Bank, the subsidiary of Investors Bancorp, in 2015. In considering the nomination and inclusion of Paul Stathoulopoulos to the Board, there was an evaluation by the Board as to whether Mr. Stathoulopoulos was independent as defined in the listing rules of the Nasdaq Stock Market. Such evaluation determined that Mr. Stathoulopoulos is independent. In establishing its structure and appointing a Lead Independent Director, Investors Bancorp has also taken into account the extent to which a director who satisfies independence standards under the listing rules of the Nasdaq Stock Market would also qualify as an independent outside director (as opposed to an affiliated outside director) under the standards set forth by Institutional Shareholder Services (“ISS”). Board Leadership Structure and Lead Independent Director Currently, the positions of Chairman of the Board and Chief Executive Officer are held by different persons. However, the Board has historically recognized that its optimal leadership structure can change over time to reflect our Company’s evolving needs, strategy, and operating environment; changes in our Board’s composition and leadership needs; and other factors, including the perspectives of stockholders and other stakeholders. In anticipation of Mr. Cashill’s pending retirement as Chairman, the Board, based upon the recommendation of the Nominating and Corporate Governance Committee, unanimously determined to appoint Kevin Cummings as Chairman of the Board and Chief Executive Officer of the Company and Investors Bank, pending his reelection to the Board, to become effective following the Annual Meeting. The Board believes that appointing Mr. Cummings to both of these roles is in the best interest of the Company and its stockholders, in light of his significant leadership tenure with the Company and his close working relationship with Mr. Cashill. The Board will continue to have a separate Lead Independent Director with the principal duties specified in our Corporate Governance Guidelines, as discussed below. We believe that combining the roles of CEO and Chairman will facilitate the day-to-day management of the Company. By holding both roles, Mr. Cummings will be in the best position to be aware of major issues and challenges facing the Company on a day-to-day and long-term basis and to continue to identify key risks and developments that should be brought to the Board’s attention. The combined Chairman/CEO position will be counterbalanced by our strong Lead Independent Director position. Our Corporate Governance Guidelines provide that the Lead Independent Director shall be an PROXY STATEMENT