ISBC 2017 Form 10-K & 2018 Proxy Statement

18 “independent outside director”, which is defined as an independent director who has never been employed by the Company or Investors Bank. The Lead Independent Director presently has the following duties: • Preside at all meetings of the independent outside directors and independent directors; • Coordinate as necessary Company-related activities of the independent outside directors; • Facilitate communications among the Chairman of the Board, Company management and the independent outside directors; • Consult with the Chairman of the Board with respect to meeting agendas and schedules, as well as Board materials, prior to Board meetings; and • Consult with the Chairman of the Board to assure that appropriate topics are being discussed with sufficient time allocated for each. The Lead Independent Director also has the authority to call meetings of the independent outside directors. Currently, Brian D. Dittenhafer serves as Lead Independent Director. In light of Mr. Dittenhafer’s pending retirement, the Nominating and Corporate Governance Committee has appointed Dennis M. Bone to serve as Lead Independent Director, effective following the Annual Meeting. In considering the decision to consolidate the Chairman and CEO positions, the Nominating and Corporate Governance Committee and the Board evaluated the existing duties of the Lead Independent Director and also assessed the independent directors’ capacity to effectively provide enhanced independent leadership and oversight of challenges and opportunities facing the Board and the Company. In determining that Mr. Bone would be highly qualified to provide such enhanced independent leadership and oversight, the Nominating and Corporate Governance Committee also deemed it appropriate to increase the duties of the Lead Independent Director as follows, with such increased duties to be effective following the Annual Meeting: • Preside at Board meetings when the Chairman is not present; • Approve all meeting agendas for the Board; • Solicit and receive topic suggestions from other directors to be discussed at upcoming executive sessions and facilitate discussion on key issues outside of meetings; • If requested by our larger stockholders, ensure that he or she is available for consultation and direct communication with them; • Follow up on meeting outcomes and management deliverables; • Communicate, as appropriate, with our regulators; • Meet regularly with the Chairman/CEO on issues and opportunities facing the Company, including business strategy, regulatory matters and succession planning; and • Act as an advisor to the Chairman/CEO. The Board itself has substantial independence, with nine of the ten non-employee Directors qualifying as independent under Nasdaq rules. In addition, the Board values the fresh perspective brought by Peter Carlin, who was appointed to the Board in March 2017. Mr. Carlin, who has substantial experience and expertise in the capital and financial markets, is a Managing Director at Blue Harbour Group, L.P. (“Blue Harbour”), which is the Company’s largest stockholder. Mr. Carlin’s appointment and continuing service on the Board further evidences the Company’s commitment to alignment and engagement with its stockholders. We recognize that different board leadership structures may be appropriate for the Company at different times and in different situations. As part of the Nominating and Corporate Governance Committee’s and the Board’s annual evaluation processes, the Nominating and Corporate Governance Committee and the Board will evaluate the Company’s leadership structure to ensure that it provides the most appropriate structure. PROXY STATEMENT