ISBC 2017 Form 10-K & 2018 Proxy Statement

32 Following Investors Bancorp’s Annual Meeting of Stockholders in May 2017, the Compensation and Benefits Committee reviewed the results of the stockholder advisory vote on our 2016 executive compensation program for our Named Executive Officers and related compensation policies and decisions. Approximately 94.9% of the votes cast on the proposal were voted in support of the compensation outlined in last year’s proxy statement. The Compensation and Benefits Committee believes that it is important to align the compensation practices with the performance of the Company. During 2017, we continued to have conversations with our stockholders relating to our compensation practices. After a comprehensive market review and in light of the strong stockholder support, the Compensation and Benefits Committee concluded that no significant revisions were necessary to Investors Bancorp’s executive officer compensation program for 2017. However, the Compensation and Benefits Committee is committed to continuing to evaluate our compensation practices and has decided to adjust the weighting of the CEO and COO annual incentive opportunity to 85% for corporate goals and 15% for personal goals for 2018 from the previous weighting of 60% for corporate goals and 40% for personal goals. This further aligns their compensation with the performance of the Company. Refer to Summary of Stockholder Engagement for a description of our engagement with stockholders, whose input we believe is critical to providing long-term value to all of the Company’s stakeholders. The following are key features of our executive compensation program: What We Do What We Don’t Do We carefully control business risk by ensuring that the structure and administration of our executive and incentive compensation plans are reasonable and appropriate. We utilize an independent compensation consultant to annually evaluate Named Executive Officer cash and stock compensation based on the pay levels of comparable executives in fifteen-to-twenty peer comparator banking companies. We pay equity and non-equity incentive compensation based on our most important measurable and verifiable corporate performance objectives. We award long-term stock compensation, the vesting of which depends on multi-year financial performance. We conservatively vest stock compensation over long periods of time (generally five years for performance- based stock awards and five-to-seven years for time- vested stock awards). We require each of our Named Executive Officers to own Company common stock valued at a minimum of three-to-five times their annual salary. We maintain a clawback policy for bonus and other incentive compensation paid to executive officers, which mitigates risk-taking behavior. We will place greater weight on performance when granting future equity awards. We don’t modify annual incentive compensation performance objectives during the year in which those objectives apply. We don’t award stock compensation with short vesting periods to Named Executive Officers We don’t require the base salaries and total cash compensation of our Named Executive Officers to attain any particular percentile position versus the compensation of executives in our peer comparator companies. We don’t allow directors and executive officers to engage in or effect transactions designed to hedge or offset economic risk of owning shares of our stock. We don’t allow directors and executive officers to hold company stock in a margin account or pledge securities as collateral. We no longer enter into change of control agreements with single triggers. We have only limited perquisites. We don’t enter into new employment contracts with tax gross up provisions. 2017 Financial Performance Since the Company’s initial public offering in 2005, it has transitioned from a wholesale thrift to a retail commercial bank. This transition has been primarily accomplished by growing commercial loans and shifting the mix of deposits to a greater percentage of core deposits. From 2008 through 2014, the Company completed eight bank or bank branch acquisitions which provided us with the opportunity to grow our business, expand PROXY STATEMENT