ISBC 2017 Form 10-K & 2018 Proxy Statement

21 In furtherance of this purpose, this Committee, among other things, shall: • Lead the search for individuals qualified to become members of the Board of Directors and develop criteria (such as independence, experience relevant to the needs of the Company, leadership qualities, diversity, stock ownership) for board membership; • Make recommendations to the Board concerning Board nominees and stockholders proposals; • Develop, recommend and oversee the annual self-evaluation process of the Board and its committees; • Develop and annually review corporate governance guidelines applicable to the Company; • Review and monitor the Board’s compliance with Nasdaq Stock Market listing standards for independence; and • Review, in consultation with the Compensation and Benefits Committee, Directors’ compensation and benefits. In accordance with the Corporate Governance Guidelines, the Committee considers all qualified director candidates identified by members of the Committee, by other members of the Board of Directors, by senior management and by stockholders. Stockholders recommending a director candidate to the Committee may do so by submitting the candidate’s name, resume and biographical information to the attention of the Chairperson of this Committee in accordance with procedures listed in this proxy statement (also available on Investors Bancorp’s website). All stockholder recommendations for director candidates that the Chairperson of the Committee receives in accordance with these procedures will be presented to the Committee for its consideration. The Committee’s recommendations to the Board are based on its determination as to the suitability of each individual, and the slate as a whole, to serve as directors of Investors Bancorp. Except for Paul Stathoulopoulos, each nominee for election as a director at the Annual Meeting currently serves as a director of the Company. Mr. Stathoulopoulos has served on the Board of Directors of Investors Bank, the wholly owned subsidiary of the Company, since 2012, and in that capacity was known to the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee and the Board, when evaluating Board vacancies that may occur, are committed to seeking members from diverse professional and demographic backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity, to ensure that the Board maintains an appropriate complement of skills, experience and characteristics to meet the evolving nature and needs of our Company. Criteria for Election Investors Bancorp’s goal is to have a Board of Directors whose members have diverse professional backgrounds and have demonstrated professional achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Investors Bancorp. While the Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Committee members recognize the benefits of a Board whose members possess a diversity of business experience and demographic backgrounds and seek to identify nominees with a range of background and experience. However, important factors considered in the selection of nominees for director include experience in positions that develop good business judgment, that demonstrate a high degree of responsibility and independence, and that show the individual’s ability to commit adequate time and effort to serve as a director. Nominees should have a familiarity with the markets in which Investors Bancorp operates, be involved in activities that do not create a conflict with his/her responsibilities to Investors Bancorp and its stockholders, and PROXY STATEMENT