ISBC 2017 Form 10-K & 2018 Proxy Statement

37 The following table sets forth for the calendar years ended December 31, 2017, 2016 and 2015 salary earned by Named Executive Officers: Executive Officer 2017 Salary ($) 2016 Salary ($) 2015 Salary ($) Kevin Cummings 1,075,000 1,000,000 1,000,000 Domenick A. Cama 725,000 675,000 675,000 Richard S. Spengler 465,000 430,000 430,000 Paul Kalamaras 450,000 415,000 415,000 Sean Burke (1) 425,000 400,000 376,923 (1) Mr. Burke was appointed Senior Vice President and Chief Financial Officer on January 26, 2015. Mr. Burke’s 2015 full year annualized base salary was $400,000. Executive Officer Annual Incentive Plan The Executive Officer Annual Incentive Plan was adopted, and approved by stockholders, in 2013 such that, under the prior version of Section 162(m) of the Internal Revenue Code, awards issued under the plan were able to be treated as performance-based compensation for purposes of the exemption from the $1 million limit on deductibility of compensation paid to each Named Executive Officer of a publicly traded company (other than the principal financial officer). Ms. Byrnes did not participate in any decisions related to the annual incentive awards issued to the Named Executive Officers in 2017 because as a former officer of Investors Bank, she is not an “outside director” as determined under Code Section 162(m). Each of the Named Executive Officers participated in the Executive Officer Annual Incentive Plan in 2017. Effective January 1, 2018, as a result of the Tax Cuts and Jobs Act of 2017, deductible compensation is limited to $1 million per year for each Named Executive Officer listed in the Summary Compensation Table with no exemptions for “qualified performance-based” compensation as defined under Section 162(m); unless such compensation is paid pursuant to a written binding contract that was in effect prior to November 2, 2017 and which has not subsequently been materially modified. The Compensation and Benefits Committee assigns corporate financial targets and individual performance goals and a range of annual cash incentive award opportunities to each executive officer, or group of officers participating in the plan. The award opportunities for each Named Executive Officer are linked to specific targets and range of performance results for both annual corporate financial performance and individual goals. In the context of the structure of the Investors Bancorp Executive Officer Annual Incentive Plan, the use of individual goals represents the clear assignment by the Board and its Compensation and Benefits Committee of direct personal accountability for specific financial, organizational, operational, risk management, and information systems objectives to one or more of our Named Executive Officers. In this context, the individual goals assigned by the Compensation and Benefits Committee are quantifiable, measurable and otherwise verifiable performance objectives, the attainment of which contribute significantly to the growth, profitability, productivity and efficiency of our business operations and corporate health. In many cases, these individual goals include personal accountability on the part of one or more Named Executive Officer (including the Chief Executive Officer) for critical performance with respect to standard banking industry and other public company metrics (e.g., deposit growth, efficiency ratio, loan delinquency, regulator/investor relations, marketing, and other such goals). In our view, the assignment of personal accountability in the form of individual goals has served to strengthen the effectiveness of our executive compensation program, and continues to have a significant positive impact on our managerial performance. The Company believes that this incentive plan structure allows our Named Executive Officers to effectively plan, organize, supervise, monitor and evaluate the key functional areas and departments for which they are responsible, and through which our most important corporate objectives are achieved. In recent years, our Chief Executive Officer’s personal goals have been weighted as 40% of his incentive award opportunity with a weighting of 60% given to corporate objectives. Particularly with respect to our Chief Executive Officer and Chief Operating Officer, the personal goals assigned by the Compensation and Benefits PROXY STATEMENT