ISBC 2017 Form 10-K & 2018 Proxy Statement

44 • Total Shareholder Return vs. Peers . 30% of the Performance-Based Restricted Stock can be earned based on the following. Subsequent to December 31, 2017, it was determined that this criterion was not met. If Investors Bancorp’s 3 year TSR is equal to or greater than the 50 th percentile If Investors Bancorp’s 3 year TSR is less than the 50 th percentile 30% of Shares vest 0% of Shares vest Future Grants under the 2015 Equity Incentive Plan The Compensation and Benefits Committee carefully and diligently reviews all elements of compensation for the Named Executive Officers on an annual basis. As the June 2015 awards were atypical in nature, future stock awards granted to the Named Executive Officers will not be similar in size or potential value. The future use of stock incentive compensation as an element of executive compensation will depend on the below factors: • Named Executive Officers’ individual and company performance; • the condition of management leadership and succession, as well as other organizational needs of the Company; • pertinent comparative compensation data provided by our compensation advisors; and • prevailing marketplace compensation practices, good corporate governance principles, and competitive business requirements at various points in the future. The Compensation and Benefits Committee is aware of the use of performance-based restricted stock awards made by its selected peer comparator companies in recent years and expects that future awards of stock incentive compensation to the Named Executive Officers will be weighted more towards performance. In addition, the Compensation and Benefits Committee determined that no additional awards of any form of stock compensation will be made to the CEO and the COO until the completion of the current three-year performance period, which ended December 31, 2017. The Compensation and Benefits Committee may consider additional awards in the future to ensure a sound and competitive executive compensation program. 2006 Equity Incentive Plan At the October 24, 2006 annual meeting of stockholders, the stockholders approved the Investors Bancorp, Inc. 2006 Equity Incentive Plan (“2006 Equity Incentive Plan”). Under this plan, individuals received awards of Investors Bancorp common stock (restricted stock) and grants of options to purchase shares of Investors Bancorp common stock at a specified exercise price during a specified time period. Upon completion of the Second Step Conversion and related stock offering on May 7, 2014, vesting accelerated for all stock options and stock awards outstanding and all applicable expenses were recognized at that time. No further grants will be made under the 2006 Equity Incentive Plan or under any equity incentive plan previously maintained by any entity that we acquired. Benefits Investors Bank provides its executives, including the Named Executive Officers, with medical and dental insurance, disability insurance and group life insurance coverage consistent with the same benefits provided to all of its full-time employees. The Named Executive Officers are participants in our qualified retirement plans, including the ESOP, and 401(k) Plan offered to all full-time employees of Investors Bank and designated subsidiaries, and the Bank’s non-qualified Supplemental ESOP and Retirement Plan (“SERP I”). The Named Executive Officers have accrued benefits under the Defined Benefit Plan and SERP II that were each frozen as of December 31, 2016. Additionally, Investors Bank sponsors a long-term care program for certain of its executive officers, senior vice presidents and their spouses or spousal equivalents. Each individual policy is owned by the covered person. Investors Bank pays all premiums under the long term care program but will stop PROXY STATEMENT