DEF 14A 1 isbc-def14a_20210525.htm DEF 14A isbc-def14a_20210525.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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Filed by a Party other than the Registrant 

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

Investors Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

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101 JFK Parkway

Short Hills, New Jersey 07078

April 15, 2021

Dear Fellow Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Investors Bancorp, Inc., which will be held on May 25, 2021, at 9:00 a.m., local time.  Please be advised that, due to the continuing impact of Coronavirus Disease 19 (COVID-19) and related governmental restrictions in place with respect to indoor meetings and gatherings, the Annual Meeting will be held exclusively as a virtual meeting accessible at www.proxydocs.com/ISBC.

The business to be conducted at the Annual Meeting consists of the election of five directors, an advisory (non-binding) vote to approve the compensation paid to our Named Executive Officers, an advisory (non-binding) vote on the frequency of stockholder voting on executive compensation and the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021. Your Board of Directors has determined that an affirmative vote on each of these matters is in the best interests of Investors Bancorp, Inc. and its stockholders and unanimously recommends a vote “FOR” the election of each of the nominees for director, “FOR” approval on an advisory basis of executive compensation, “FOR” approval of the One Year frequency option with respect to the advisory vote on executive compensation and “FOR” ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.

In light of ongoing developments related to COVID-19 and after careful consideration, your Board of Directors has determined to hold a virtual Annual Meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location, at no cost and in compliance with governmental social distancing requirements.  We believe that this is the right choice for Investors Bancorp at this time, as it enables engagement with our stockholders, regardless of size, resources or location, while safeguarding the health of our stockholders, Board of Directors and management.  We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.  You will be able to attend the meeting online, vote your shares electronically and submit questions before and during the meeting by visiting www.proxydocs.com/ISBC.

To attend the virtual Annual Meeting, please register in advance at www.proxydocs.com/ISBC.  

In light of the COVID-19 pandemic, for the safety of our directors, employees and stockholders, we have determined that the Annual Meeting will be held in a virtual meeting format only.  If you plan to attend the virtual meeting, please see “Questions and Answers about the Annual Meeting and Voting” on page 1.  Stockholders will be able to attend, vote and submit any questions from any location via the Internet. Stockholders who attend the Annual Meeting by following the instructions in this Proxy Statement will be considered to be attending the meeting “in person”.     

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, please promptly submit your vote by Internet, telephone or mail, as applicable, to ensure that your shares are represented at the Annual Meeting.

On behalf of the Board of Directors, officers and employees of Investors Bancorp, Inc., we thank you for your continued support.

 

Sincerely,

 

/s/ Kevin Cummings

Kevin Cummings

Chairman and Chief Executive Officer

 

 


 

 

Investors Bancorp, Inc.

101 JFK Parkway

Short Hills, New Jersey 07078

(973) 924-5100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 25, 2021

NOTICE IS HEREBY GIVEN THAT the 2021 Annual Meeting of Stockholders of Investors Bancorp, Inc. will be held on May 25, 2021, at 9:00 a.m., local time. Please be advised that, due to the continuing impact of Coronavirus Disease 19 (COVID-19) and related governmental restrictions in place with respect to indoor meetings and gatherings, the Annual Meeting will be held exclusively as a virtual meeting accessible at www.proxydocs.com/ISBC. The Annual Meeting will be held to consider and vote upon the following matters:

 

1.

The election of five persons to serve as directors of Investors Bancorp, Inc., each for a three-year term, and until their successors are elected and qualified.

 

2.

An advisory (non-binding) vote to approve the compensation paid to our Named Executive Officers.

 

3.

An advisory (non-binding) vote on the frequency of stockholder voting on executive compensation.

 

4.

The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for Investors Bancorp, Inc. for the year ending December 31, 2021.

 

5.

The transaction of such other business as may properly come before the Annual Meeting, and any adjournment or postponement of the Annual Meeting.

In light of ongoing developments related to COVID-19 and after careful consideration, your Board of Directors has determined to hold a virtual Annual Meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location, at no cost and in compliance with governmental social distancing requirements.  We believe that this is the right choice for Investors Bancorp at this time, as it enables engagement with our stockholders, regardless of size, resources or location, while safeguarding the health of our stockholders, Board of Directors and management.  We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.  You will be able to attend the meeting online, vote your shares electronically and submit questions before and during the meeting by visiting www.proxydocs.com/ISBC.

To attend the virtual Annual Meeting, please register in advance at www.proxydocs.com/ISBC.  

In light of the COVID-19 pandemic, for the safety of our directors, employees and stockholders, your Board of Directors has determined that the Annual Meeting will be held in a virtual format only.   

The Board of Directors of Investors Bancorp, Inc. has fixed March 29, 2021 as the record date for determining the stockholders entitled to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting.

The Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director listed in the Proxy Statement, “FOR” approval on an advisory basis of executive compensation, “FOR” approval of the One Year frequency option with respect to the advisory vote on executive compensation and “FOR” the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2021.

 


 

Whether or not you plan to attend the virtual Annual Meeting, please promptly submit your vote by Internet, telephone or mail, as applicable, to ensure that your shares are represented at the Annual Meeting.

 

By Order of the Board of Directors

Investors Bancorp, Inc.

 

/s/ Brian F. Doran

Brian F. Doran, Esq.

Corporate Secretary

 

Short Hills, New Jersey

April 15, 2021

 


 

Internet Availability of Proxy Materials

We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to stockholders over the Internet. As a result, beginning on or about April 15, 2021, we sent by mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.

If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.

Our Proxy Statement and 2020 Annual Report to Stockholders are available at www.proxydocs.com/ISBC.

 

 

 

 


 

 

Table of Contents

 

General Information

 

1

 

 

 

Questions and Answers about the Annual Meeting and Voting

 

1

Security Ownership of Certain Beneficial Owners and Management

 

4

 

 

 

Proposal I–Election of Directors

 

6

 

 

 

General

 

6

Directors and Executive Officers of Investors Bancorp

 

7

Corporate Governance Matters

 

16

Risk Oversight Matters

 

31

Audit Committee Matters

 

32

Compensation and Benefits Committee Matters

 

33

 

 

 

Compensation Discussion and Analysis

 

35

 

 

 

Executive Compensation

 

57

 

 

 

Summary Compensation Table

 

57

All Other Compensation

 

58

Perquisites

 

58

Grants of Plan-Based Awards

 

59

Outstanding Equity Awards

 

60

Option Exercises and Stock Vested

 

60

Pension Benefits

 

61

Nonqualified Deferred Compensation

 

61

Potential Payments Upon Termination or Change in Control

 

62

 

 

 

Director Compensation

 

63

 

 

 

Directors’ Compensation Table

 

65

 

 

 

Proposal II–Advisory Vote to Approve Executive Compensation

 

67

 

 

 

Proposal III–Advisory Vote on Frequency of Stockholder Voting on Executive Compensation

 

68

 

 

 

Proposal IV–Ratification of the Appointment of the Independent Registered Public Accounting Firm

 

69

 

 

 

Other Matters

 

70

Stockholder Proposals

 

70

Advance Notice of Business to be Conducted at an Annual Meeting

 

70

 

 

 

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General Information

Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), a Delaware corporation, is the bank holding company for Investors Bank, a FDIC-insured, New Jersey-chartered commercial bank. Investors Bancorp had $26.02 billion in total assets and 156 full-service banking offices in New Jersey and New York at December 31, 2020. Investors Bancorp’s principal executive offices are located at 101 JFK Parkway, Short Hills, New Jersey 07078, and our telephone number is (973) 924-5100.

The Board of Directors of Investors Bancorp is soliciting proxies for our 2021 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting (“Annual Meeting”). The Annual Meeting will be held on May 25, 2021 at 9:00 a.m., local time. Due to the continuing impact of Coronavirus Disease 19 (COVID-19) and related governmental restrictions in place with respect to indoor meetings and gatherings, the Annual Meeting will be held exclusively as a virtual meeting accessible at www.proxydocs.com/ISBC.  To attend the virtual Annual Meeting, please register in advance at www.proxydocs.com/ISBC.  Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting, to vote online, and will also permit you to submit questions.

A Notice Regarding the Availability of Proxy Materials is first being sent to stockholders of Investors Bancorp on or about April 15, 2021.

Questions and Answers about the Annual Meeting and Voting

When and where is the annual meeting?

The Annual Meeting will be held on May 25, 2021 at 9:00 a.m., local time. In light of the COVID-19 pandemic, for the safety of our directors, employees and stockholders, the Annual Meeting will be held exclusively as a virtual meeting accessible at www.proxydocs.com/ISBC. To attend the virtual Annual Meeting, please register in advance at www.proxydocs.com/ISBC.  Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting, to vote online, and will also permit you to submit questions.  

What is the purpose of the annual meeting?

To consider and vote on the election of five directors, the approval of the compensation paid to our Named Executive Officers on an advisory (non-binding) basis, the frequency of stockholder voting on executive compensation on an advisory (non-binding) basis and the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.

You may be asked to vote upon other matters that may properly be submitted to a vote at the Annual Meeting. We may adjourn or postpone the Annual Meeting for the purpose, among others, of allowing additional time to solicit proxies.

Who is entitled to vote at the meeting, and what are my voting rights?

The Board of Directors has set March 29, 2021 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Investors Bancorp common stock, par value $0.01 per share, at the close of business on such date will be entitled to vote at the Annual Meeting.

On March 29, 2021, 247,642,610 shares of Investors Bancorp common stock were outstanding and held by approximately 15,300 holders of record.

Each holder of shares of Investors Bancorp common stock outstanding on March 29, 2021 will be entitled to one vote for each share held of record. However, Investors Bancorp’s certificate of incorporation provides

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that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of common stock of Investors Bancorp are not entitled to vote any of the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate of, as well as by any person acting in concert with, such person or entity.

How many shares must be present to hold the meeting?

The presence, via attendance at the virtual Annual Meeting or by properly executed proxy, of the holders of a majority of the outstanding shares of Investors Bancorp common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present. A proxy submitted by a broker on certain “non-routine” matters over which the broker has not received voting instructions from a stockholder and over which the broker does not have discretion to vote the shares is sometimes referred to as a broker non-vote. At the Annual Meeting, the proposal to elect directors, the advisory vote to approve executive compensation and the advisory vote to recommend the frequency of stockholder voting on executive compensation are each considered a “non-routine” matter, and accordingly, if you do not instruct your broker how to vote on these matters, no votes will be cast on your behalf.

What vote is required to approve the proposals, and what are the effects of abstentions and broker non-votes?

Subject to the Board’s majority voting policy described in this Proxy Statement, directors are elected by a plurality of votes cast.

The advisory vote to approve executive compensation, the advisory vote to recommend the frequency of stockholder voting on executive compensation and the ratification of KPMG LLP as the independent registered public accounting firm are determined by a majority of the votes cast. In each case, proxies marked “ABSTAIN” or broker non-votes received will have no effect on the approval of the proposal.

What does the Board recommend?

Your Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval on a non-binding advisory basis of the executive compensation paid to our Named Executive Officers, “FOR” the One Year frequency option with respect to executive compensation and “FOR” the ratification of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2021.

How do I vote shares held of record?

 

During the virtual Annual Meeting. All stockholders of record may vote during the virtual Annual Meeting. Beneficial owners may vote during the virtual Annual Meeting if they have a legal proxy from their bank or broker.

 

By telephone or Internet (see the instructions at www.proxydocs.com/ISBC). Beneficial owners may also vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will include the instructions with the proxy materials.

 

By written proxy. All stockholders of record can vote by written proxy card. If you received a printed copy of this Proxy Statement, you may vote by signing, dating and mailing the enclosed proxy card, or if you are a beneficial owner, you may request a voting instruction form from your bank or broker.

What if I do not specify how I want my shares voted?

If you return an executed proxy card without marking your instructions, your executed proxy card will be voted in accordance with the Board’s recommendations.

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How do I vote shares held in Investors Bank’s Employee Stock Ownership Plan or 401(k) Plan?

If you are a participant in our Employee Stock Ownership Plan or 401(k) Plan through which you own shares of our common stock, you will have received a Notice Regarding the Availability of Proxy Materials. Under the terms of these plans, the trustee votes all shares held by the plan, but each participant may direct the trustee how to vote the shares of our common stock allocated to his or her plan account. If you own shares through any of these plans and you do not vote by May 20, 2021, the respective plan trustees will vote your shares in accordance with the terms of the respective plans.

Can I change my vote after submitting my proxy?

You may revoke your proxy at any time before the vote is taken at the Annual Meeting. You may revoke your proxy by:

 

submitting written notice of revocation to the Corporate Secretary of Investors Bancorp prior to the voting of such proxy;

 

submitting a properly executed proxy bearing a later date;

 

voting again by telephone or Internet (provided such vote is received on a timely basis); or

 

voting during the virtual Annual Meeting; however, simply attending the Annual Meeting without voting will not revoke an earlier proxy.

Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:

Investors Bancorp, Inc.

101 JFK Parkway

Short Hills, New Jersey 07078

Attention:    Brian F. Doran, Esq., Corporate Secretary

If your shares are held in street name, you should follow your broker’s instructions regarding the revocation of proxies.

Who pays the expenses of this proxy solicitation?

Investors Bancorp will bear the entire cost of soliciting proxies. In addition to solicitation of proxies by mail, Investors Bancorp will request that banks, brokers and other holders of record send proxies and proxy material to the beneficial owners of Investors Bancorp common stock and secure their voting instructions, if necessary. Investors Bancorp will reimburse such holders of record for their reasonable expenses in taking those actions. EQ Proxy Services will assist us in soliciting proxies and we have agreed to pay them a fee of $7,500 plus reasonable expenses for their services. Innisfree M&A Incorporated, which has been providing assistance in connection with stockholder advisory services, will also assist in soliciting proxies and we have agreed to pay them a fee of $20,000. If necessary, Investors Bancorp may also use several of its regular employees, who will not be specially compensated, to solicit proxies from stockholders, personally or by telephone, facsimile or letter. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

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Security Ownership of Certain Beneficial Owners and Management

Persons and groups who beneficially own in excess of five percent of Investors Bancorp’s common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. The following table sets forth, as of March 29, 2021, certain information as to the shares of Investors Bancorp common stock owned by persons who beneficially own more than five percent of Investors Bancorp’s issued and outstanding shares of common stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the outstanding shares of Investors Bancorp common stock as of March 29, 2021. For purposes of the following table and the table included under the heading “Directors and Executive Officers,” and in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner of any shares of common stock (i) over which he or she has, or shares, directly or indirectly, voting or investment power, or (ii) as to which he or she has the right to acquire beneficial ownership at any time within 60 days after March 29, 2021.

Principal Stockholders

 

Name and Address of Beneficial Owner

 

Number of Shares Owned

and Nature of Beneficial

Ownership

 

 

Percent of Shares of

Common

Stock Outstanding (1)

 

BlackRock, Inc.

   55 East 52nd Street

   New York, NY 10055

 

 

36,509,977

 

(2)

 

14.74

%

Fuller & Thaler Asset Management, Inc.

   411 Borel Avenue, Suite 300

   San Mateo, CA 94402

 

 

23,504,901

 

(3)

 

9.49

%

The Vanguard Group

   100 Vanguard Blvd.

   Malvern, PA 19355

 

 

20,680,214

 

(4)

 

8.35

%

Investors Bank Employee Stock Ownership Plan Trust

   Trustee: TI-Trust, Inc.

   2900 North 23rd Street

   Quincy, IL 62305

 

 

15,060,254

 

(5)

 

6.08

%

Dimensional Fund Advisors LP

    6300 Bee Cave Road, Building One

   Austin, TX 78746

 

 

12,917,916

 

(6)

 

5.22

%

 

(1)

Based on 247,642,610 shares of Investors Bancorp common stock outstanding as of March 29, 2021.

(2)

Based on a Schedule 13G/A filed with the SEC on March 10, 2021 by BlackRock, Inc.

(3)

Based on a Schedule 13G/A filed with the SEC on February 11, 2021 by Fuller & Thaler Asset Management, Inc.

(4)

Based on a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group.

(5)

Based on a Schedule 13G/A filed with the SEC on February 12, 2021 by Investors Bank Employee Stock Ownership Plan Trust.

(6)

Based on a Schedule 13G filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP.

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Directors and Executive Officers

The following table sets forth information about shares of Investors Bancorp common stock owned by each nominee for election as director, each incumbent director, each Named Executive Officer identified in the Summary Compensation Table included elsewhere in this Proxy Statement, and all nominees, incumbent directors and executive officers as a group, as of March 29, 2021.

 

Name

 

Position(s) held with

Investors Bancorp Inc.

and/or Investors Bank

 

Shares Owned

Directly and

Indirectly (1)

 

 

Options

Exercisable

within 60 days

 

 

Beneficial

Ownership

 

 

Percent

of Class

 

 

Unvested Stock

Awards Included

in Beneficial

Ownership

 

NOMINEES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin Cummings

 

Chairman and

Chief Executive Officer

 

 

1,784,881

 

 

 

262,560

 

 

 

2,047,441

 

 

*

 

 

 

253,171

 

John E. Harmon, Sr.

 

Director

 

 

800

 

 

 

 

 

 

800

 

 

*

 

 

 

 

Michele N. Siekerka

 

Director

 

 

172,699

 

 

 

 

 

 

172,699

 

 

*

 

 

 

 

Paul N. Stathoulopoulos

 

Director

 

 

215,430

 

 

 

 

 

 

215,430

 

 

*

 

 

 

 

Kim Wales

 

Director

 

 

 

 

 

 

 

 

 

 

*

 

 

 

 

INCUMBENT DIRECTORS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert C. Albanese

 

Director

 

 

107,419

 

 

 

 

 

 

107,419

 

 

*

 

 

 

 

Domenick A. Cama

 

Director, President and

Chief Operating Officer

 

 

1,372,428

 

 

 

210,048

 

 

 

1,582,476

 

 

*

 

 

 

202,540

 

James J. Garibaldi

 

Director

 

 

66,980

 

 

 

 

 

 

66,980

 

 

*

 

 

 

 

James H. Ward III

 

Director

 

 

436,400

 

 

 

 

 

 

436,400

 

 

*

 

 

 

 

Dennis M. Bone

 

Lead Independent Director

 

 

155,674

 

 

 

 

 

 

155,674

 

 

*

 

 

 

 

Doreen R. Byrnes

 

Director

 

 

116,694

 

 

 

 

 

 

116,694

 

 

*

 

 

 

 

William V. Cosgrove

 

Director

 

 

147,880

 

 

 

 

 

 

147,880

 

 

*

 

 

 

 

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

 

Richard S. Spengler

 

Senior Executive Vice President

and Chief Lending Officer

 

 

660,756

 

 

 

509,524

 

 

 

1,170,280

 

 

*

 

 

 

126,280

 

Paul Kalamaras

 

Senior Executive Vice President

and Chief Risk Officer

 

 

590,934

 

 

 

509,524

 

 

 

1,100,458

 

 

*

 

 

 

126,280

 

Sean Burke

 

Executive Vice President

and Chief Financial Officer

 

 

204,498

 

 

 

447,619

 

 

 

652,117

 

 

*

 

 

 

108,000

 

All directors and executive officers as a group (15 persons)(2)

 

 

6,033,473

 

 

 

1,939,275

 

 

 

7,972,748

 

 

3.22%

 

 

 

816,271

 

 

*

Less than 1%

(1)

Unless otherwise indicated, each person effectively exercises sole, or shared with spouse, voting and/or dispositive power as to the shares reported.

(2)

Includes 145,352 shares of common stock allocated to the accounts of executive officers under the Investors Bank Employee Stock Ownership Plan (“ESOP”) and excludes the remaining 14,914,902 shares of common stock of which 10,895,052 are unallocated and held for the future benefit of all employee participants. Under the terms of the ESOP, shares of common stock allocated to the account of employees are voted in accordance with the instructions of the respective employees. Unallocated shares are voted by the ESOP Trustee in the same proportion as the vote obtained from participants on allocated shares. Includes 52,924 shares of common stock held through the Investors Bank 401(k) Plan (the “401(k) Plan”).

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Proposal I–Election of Directors

General

Investors Bancorp’s Board of Directors currently consists of 12 members and is divided into three classes, with one class of directors elected each year. Each of the 12 members of the Board of Directors also serves as a director of Investors Bank. The current Bylaws of Investors Bancorp provide that a director shall retire from the Board at the annual meeting of the Board immediately following the year in which the director attains age 75.

Five directors will be elected at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Kevin Cummings, John Harmon, Michele Siekerka, Paul Stathoulopoulos and Kim Wales for election as directors, each of whom has agreed to serve if so elected. Three of the nominees, Ms. Siekerka and Messrs. Cummings and Stathoulopoulos, were previously elected by you at our 2018 Annual Meeting. Ms. Wales and Mr. Harmon joined the Board in January 2021.  All will serve until their respective successors have been elected and qualified.

The Company’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 respect 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. 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.    

The Nominating and Corporate Governance Committee believes that the addition of Ms. Wales and Mr. Harmon to the Board in January 2021 demonstrates a continuing commitment to independence, oversight and increasing diversity on our Board. Ms. Wales and Mr. Harmon identify as African American. Ms. Wales has considerable financial technology, securities-based crowdfunding, peer-to-peer (P2P) transactions, regulatory compliance and risk management experience.  Mr. Harmon possesses vast experience in business development and inclusion and finance.  These Directors were recommended following a detailed candidate search conducted by a sub-committee of our Board which included our Lead Independent Director and our Chairman.

Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for the nominees is withheld, it is intended that the shares represented by your proxy card, if executed and returned, will be voted “FOR” the election of all nominees.

If any nominee is unable or declines to serve, the persons named in the proxy card as proxies will vote with respect to a substitute nominee designated by Investors Bancorp’s Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees would be unable or would decline to serve, if elected.

Investors Bancorp’s Board of Directors recommends a vote “FOR” the election of the nominees for Director named in this proxy statement.

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Directors and Executive Officers of Investors Bancorp

The following table states our directors’ names, their ages as of March 29, 2021, and the years when they began serving as directors of Investors Bancorp and when their current term expires.

 

Name

 

Position(s) Held With

Investors Bancorp

 

Age

 

Director

Since

 

Current Term

Expires

DIRECTORS

 

 

 

 

 

 

 

 

Kevin Cummings

 

Chairman and

Chief Executive Officer

 

66

 

2008

 

2021

John E. Harmon, Sr.

 

Director

 

60

 

2021

 

2021

Michele N. Siekerka

 

Director

 

56

 

2013

 

2021

Paul N. Stathoulopoulos

 

Director

 

73

 

2018

 

2021

Kim Wales

 

Director

 

51

 

2021

 

2021

Robert C. Albanese

 

Director

 

73

 

2013

 

2022

Domenick A. Cama

 

Director, President and

Chief Operating Officer

 

64

 

2011

 

2022

James J. Garibaldi

 

Director

 

69

 

2012

 

2022

James H. Ward III

 

Director

 

72

 

2009

 

2022

Dennis M. Bone

 

Lead Independent Director

 

69

 

2013

 

2023

Doreen R. Byrnes

 

Director

 

71

 

2002

 

2023

William V. Cosgrove

 

Director

 

73

 

2011

 

2023

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The following information describes the business experience for each of Investors Bancorp’s directors and executive officers.

Nominees for Director

Term to Expire 2024

 

 

Kevin Cummings was appointed Chairman of the Board of Directors and Chief Executive Officer of Investors Bancorp and Investors Bank effective May 22, 2018.  He previously served as President and Chief Executive Officer of Investors Bancorp and Investors Bank since January 1, 2008 and was also appointed to serve on the Board of Directors of Investors Bancorp and Investors Bank at that time. He served as Executive Vice President and Chief Operating Officer of Investors Bank from July 2003 to January 2008. Prior to joining Investors Bank, Mr. Cummings had a 26-year career with the independent accounting firm of KPMG LLP, where he had been partner for 14 years. Immediately prior to joining Investors Bank, he was an audit partner in KPMG’s Financial Services practice in their New York City office and lead partner on a major commercial banking client. Mr. Cummings also worked in the New Jersey community bank practice for over 20 years. Mr. Cummings has a Bachelor’s degree in Economics from Middlebury College and a Master’s degree in Business Administration from Rutgers University. He is the former Chairman of the Board of the New Jersey Bankers Association and sits on the Board of Trustees of the Scholarship Fund for Inner-City Children and the Board of Trustees at St. Benedict’s Preparatory School. In addition, Mr. Cummings is a member of the Board of the Federal Home Loan Bank of New York and the Community Foundation of New Jersey.

Mr. Cummings is a certified public accountant and his background in public accounting enhances the board of directors’ oversight of financial reporting and disclosure issues. The Nominating and Corporate Governance Committee considers Mr. Cummings’ leadership skills and knowledge of accounting, auditing and corporate governance in the financial services industry to be assets to the Board of Directors.

 

 

John E. Harmon, Sr. was appointed to the Board of Directors of Investors Bancorp and Investors Bank on January 26, 2021. Mr. Harmon is the Founder, President and CEO of the African-American Chamber of Commerce of New Jersey since 2007. Previously, he was President and CEO of the Metropolitan Trenton African American Chamber of Commerce and served as the former Chairman of the Board for the National Black Chamber of Commerce. He is currently a Board member of the New Jersey Chamber of Commerce, the U.S. Chamber of Commerce and the U.S. Chamber of Commerce Committee of 100. Mr. Harmon was also recently appointed as a member of the Economic and Community Advisory Council of the Federal Reserve Bank of Philadelphia.  Before his career as a chamber executive, Mr. Harmon was employed at the Bowery Savings Bank and later by Chemical Bank. While at Chemical Bank, he established the Affordable Housing Loan Program.  Mr. Harmon earned a Bachelor’s degree in Business Management from Fairleigh Dickinson University and completed a four-year Chamber Executive Management Program at Villanova University.

The Nominating and Corporate Governance Committee considers Mr. Harmon’s skills and experience in community and business development, inclusion and finance to be assets to the Board of Directors.

 

 

 

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Michele N. Siekerka was appointed to the Board of Directors of Investors Bancorp and Investors Bank on December 6, 2013 upon the consummation of Investors Bancorp’s acquisition of Roma Financial Corporation where she served as Chairman. Ms. Siekerka is a licensed attorney and President and CEO of New Jersey Business and Industry Association. From 2010 to 2014, Ms. Siekerka was employed by the New Jersey Department of Environmental Protection, first as an Assistant Commissioner and then she completed her service as Deputy Commissioner. From 2004 to 2010, she served as the President and Chief Executive Officer of the Mercer Regional Chamber of Commerce. From 2000 to 2004, Ms. Siekerka was employed by AAA Mid-Atlantic, first as vice president of human resources and then as senior counsel. Active in numerous civic/professional organizations, Ms. Siekerka is on the Board of Choose New Jersey, New Jersey Innovation Institute, Junior Achievement of New Jersey, the National Association of Corporate Directors NJ Chapter and the Council of State Manufacturing Associations where she also serves as an Executive Committee member. Ms. Siekerka is a former member of the Robbinsville Township Board of Education where she served as President from 2002 to 2005. Ms. Siekerka has received the Board Leadership Fellow designation from the NACD.

The Nominating and Corporate Governance Committee considers Ms. Siekerka’s legal and government affairs expertise and market knowledge to be assets to the Board of Directors.

 

 

Paul N. Stathoulopoulos was elected to the Board of Directors of Investors Bancorp in May 2018 and has been serving on the Board of Directors of Investors Bank since October 2012. Prior to this appointment, Mr. Stathoulopoulos served as Executive Vice President & Chief Operating Officer, President & Chief Executive Officer, and Chairman of the Board of Directors of Marathon National Bank of New York and Marathon Banking Corporation from their inception in November 1989 and February 1997, respectively, through their acquisition by Investors Bancorp in 2012. From early 1987 to November 1989, Mr. Stathoulopoulos served as the principal organizer and spokesperson of Marathon National Bank of New York, which commenced operations in November 1989. In January 1985, Mr. Stathoulopoulos organized Whitehouse Associates, LLC, a real estate investment company, in operation to-date. Starting in 1969, Mr. Stathoulopoulos was employed by the Atlantic Bank of New York, where his last position was Senior Vice President & Officer-in-Charge of Retail Banking, resigning in July 1984 to pursue the organization of Marathon National Bank of New York. Mr. Stathoulopoulos has served as a board member and/or trustee with the following organizations: Greek Theater of New York, Orpheus Cultural Foundation, the Soterios Ellenas Parochial School, the Greek Orthodox Community of Kimisis tis Theotokou, the Hellenic-American Chamber of Commerce, and the Greek-American Educational and Public Information System.

Mr. Stathoulopoulos has extensive knowledge of the banking industry and local markets served by Investors Bank. The Nominating and Corporate Governance Committee considers Mr. Stathoulopoulos’s experience and leadership to be assets to the Board of Directors.

 

 

 

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Kim Wales was appointed to the Board of Directors of Investors Bancorp and Investors Bank on January 26, 2021.  Ms. Wales is the Founder and Chief Executive Officer of CrowdBureau Corporation since 2017, an index provider which provides research, data analytics, and risk management solutions for the securities-based crowdfunding, P2P online lending, and digital banking industry. Ms. Wales is also an adjunct professor at the City College of New York since 2015.  Ms. Wales is a member of the Heritage Foundation Securities Regulation Working Group since 2014. She is a Board Member of the Foundation for City College, a Board Member of the City College Center for the Arts, and Board of Advisor Member of the Zahn Innovation Center.  Ms. Wales was formerly the Chief Executive Officer in New York and India of Epitome Global Services from 2011 to 2012. From 1995 - 2010, she founded and ran a boutique consulting firm with a portfolio of work that spans implementing regulatory frameworks, divestitures, post-merger and acquisition consolidations. Areas of focus included enterprise market data and derivative exchanges, cash management and treasury solutions, fund administration ($100B), personal and corporate trust, Sarbanes Oxley and Basel II Pillar I.

The Nominating and Corporate Governance Committee considers Ms. Wales’s skills and experience in technology, fintech and information security to be assets to the Board of Directors.

 

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Continuing Directors

Term to Expire 2022

 

 

Robert C. Albanese was appointed to the Board of Directors of Investors Bancorp and Investors Bank on December 6, 2013 upon the consummation of Investors Bancorp’s acquisition of Roma Financial Corporation, where he served as a director. He was the President and Chief Executive Officer of Pentegra Retirement Services, located in White Plains, New York, from 2007 to 2013 following an eleven-year tenure on Pentegra’s Board of Directors. Prior to his employment with Pentegra, he served as Regional Director of the Northeast Region of the Office of Thrift Supervision from 1996 through 2007 where he was directly responsible for the oversight of all federally chartered institutions and their holding companies located in the twelve states comprising the Northeast Region. Prior to 1996, he served in various other capacities with the Office of Thrift Supervision and its predecessor, the Federal Home Loan Bank Board. Mr. Albanese has also been involved in many civic activities, most prominently as past President and Treasurer of the Waldwick, New Jersey Jaycees. He presently sits on the Board of Trustees of the Bridge Academy, a school for children with learning disabilities located in Lawrenceville, New Jersey.

The Nominating and Corporate Governance Committee considers Mr. Albanese’s extensive regulatory experience with particular expertise in financial analysis, enterprise risk analysis and audit to be assets to the Board of Directors.

 

 

Domenick A. Cama was appointed to the Board of Directors of Investors Bancorp and Investors Bank in January 2011. He was appointed President of Investors Bancorp and Investors Bank effective May 22, 2018 and has been Chief Operating Officer of Investors Bancorp and Investors Bank since January 1, 2008. Mr. Cama served as Chief Financial Officer from April 2003 to January 2008. Prior to joining Investors Bank, Mr. Cama was employed for 13 years by the FHLB where he served as Vice President and Director of Sales. Mr. Cama holds a Bachelor’s degree in Economics and a Master’s degree in Finance from Pace University.

Mr. Cama has extensive knowledge of the banking industry and local markets served by Investors Bank. The Nominating and Corporate Governance Committee considers Mr. Cama’s experience, leadership, financial expertise and strong economics background to be unique assets for the Board of Directors.

 

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James J. Garibaldi was appointed to the Board of Directors of Investors Bancorp and Investors Bank in 2012. He is currently the Chief Executive Officer of The Garibaldi Group, a corporate real estate services firm headquartered in Chatham, New Jersey. Mr. Garibaldi joined The Garibaldi Group in 1974. In 1986, Mr. Garibaldi assumed the role of managing partner of the firm and in 1997 he became its Chief Executive Officer. Mr. Garibaldi formerly served as President of CORFAC International. He is also a member of the Board of Trustees of Big Brothers and Big Sisters of North Jersey, a member of the Advisory Board for the Community Soup Kitchen in Morristown and a former member of the Board of Trustees for the Cancer Hope Network as well as the Finance Council for the Diocese of Paterson. Mr. Garibaldi has a Bachelor of Science degree from the University of Scranton.

Mr. Garibaldi’s extensive real estate experience and knowledge of the local real estate market bring valuable expertise to the Board of Directors. The Nominating and Corporate Governance Committee considers Mr. Garibaldi’s leadership skills and real estate knowledge to be assets to the Board of Directors.

 

 

James H. Ward III was appointed to the Board of Directors of Investors Bancorp and Investors Bank in June 2009 upon consummation of Investors Bancorp’s acquisition of American Bancorp of New Jersey, Inc., where he served as a director. From 1998 to 2000, he was the majority stockholder and Chief Operating Officer of Rylyn Group, which operated a restaurant in Indianapolis, Indiana. Prior to that, he was the majority stockholder and Chief Operating Officer of Ward and Company, an insurance agency in Springfield, New Jersey, where he was employed from 1968 to 1998. He is now a retired investor. In 2009 he was awarded the Certificate of Director Education by the National Association of Corporate Directors (“NACD”), where he is a member and continues his education.

Mr. Ward brings a wide range of management experience and business knowledge that provides a valuable resource to the Board of Directors. These skills and experience combined with the unique perspective Mr. Ward brings from his background as an entrepreneur provide skills and experience which the Nominating and Corporate Governance Committee considers to be valuable assets for the Board of Directors.

 

 

 

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Term to Expire 2023

 

 

 

Dennis M. Bone was appointed to the Board of Directors of Investors Bancorp and Investors Bank on December 6, 2013 upon the consummation of Investors Bancorp’s acquisition of Roma Financial Corporation, where he served as a director. Mr. Bone has served as Investors Bancorp’s Lead Independent Director since May 2018.  Mr. Bone is the Executive in Residence and an Advisory Board Member of the Feliciano School of Business at Montclair State University. Previously, Mr. Bone served as President of Verizon New Jersey for 12 years (until July 2012) where he was responsible for Verizon’s corporate interests across New Jersey. Mr. Bone had over 33 years’ experience with Verizon, where he served in executive management positions for 17 years. Active in his community, Mr. Bone is on the Board of Trustees of the New Jersey Center for Teaching and Learning where he is also the Treasurer, the Citizens Campaign and the Newark Alliance. In addition, Mr. Bone is Chairman of the New Jersey State Employment and Training Commission which oversees New Jersey’s Workforce System and was the founding Chairman of Choose New Jersey. Mr. Bone is also a member of Governor Murphy’s Future of Work Task Force, a member of the National Advisory Committee of the Heldrich Center for Workforce Development and is on the Advisory Board of the Feliciano Center for Entrepreneurship. Mr. Bone previously served on the Board of Trustees of the Liberty Science Center (12 years), the Board of Directors of the New Jersey Performing Arts Center (12 years), the Aviation Research Technology Park (2 years), and the New Jersey Utilities Association (12 years).  Mr. Bone has a Bachelor’s degree from West Virginia University Institute of Technology, a Master’s degree from The John Hopkins University and an MBA from Rutgers University.

The Nominating and Corporate Governance Committee believes that Mr. Bone’s experience, which brings a broader corporate perspective, as well as his extensive community involvement, to be assets to the Board of Directors.

 

 

Doreen R. Byrnes was elected to the Board of Directors of Investors Bancorp and Investors Bank in January 2002. Ms. Byrnes retired in 2007 after an employment career in the area of human resources, including having served as Executive Vice President of Human Resources of Investors Bancorp. Ms. Byrnes has a Bachelor’s degree from the University of Florida and a Master’s degree from Fairleigh Dickinson University. She is a member of the NACD and was awarded the Certificate of Director Education in 2010.

Ms. Byrnes has extensive experience with executive recruitment, retention and compensation as well as a strong understanding of the employees and markets served by Investors Bank. This experience provides a unique perspective to the Board of Directors. The Nominating and Corporate Governance Committee considers Ms. Byrnes’ skills and experience to be assets to the Board of Directors.

 

 

 

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William V. Cosgrove was first appointed to the Board of Directors of Investors Bancorp and Investors Bank in October 2011. Mr. Cosgrove had been employed as a non-Section 16 officer of Investors Bank since Investors Bancorp’s acquisition of Summit Federal Bankshares, Inc. and Summit Federal Savings Bank in June 2008 through his retirement from Investors Bank on October 1, 2011. Mr. Cosgrove was President and Chief Executive Officer of Summit Federal Savings Bank from 2003 until the acquisition of Summit Federal Savings Bank by Investors Bank in 2008. Mr. Cosgrove has over 50 years of experience in banking and has served as president of the N.J. Council of Federal Savings Institutions, and the Union County Savings League. In addition, he served on the Board of Governors of the New Jersey Savings League. Mr. Cosgrove is a member of the NACD, where he continues his education.

Mr. Cosgrove’s extensive experience in the banking industry and local markets bring valuable expertise to the Board of Directors. The Nominating and Corporate Governance Committee considers Mr. Cosgrove’s financial and leadership skills and his experience and knowledge of the financial services industry in general to be assets to the Board of Directors.

 

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Executive Officers of the Bank Who Are Not Also Directors

 

 

Richard S. Spengler, age 59, was appointed Senior Executive Vice President and Chief Lending Officer of Investors Bancorp and Investors Bank in January 2021. He previously served as Executive Vice President and Chief Lending Officer of Investors Bancorp and Investors Bank since January 1, 2008. Mr. Spengler began working for Investors Bank in September 2004 as Senior Vice President. Prior to joining Investors Bank, Mr. Spengler had a 21-year career with First Savings Bank, Woodbridge, New Jersey where he served as Executive Vice President and Chief Lending Officer from 1999 to 2004. Mr. Spengler holds a Bachelor’s degree in Business Administration from Rutgers University.

 


 

Paul Kalamaras, age 62, was appointed Senior Executive Vice President and Chief Risk Officer of Investors Bancorp and Investors Bank in January 2021. He previously served as Executive Vice President and Chief Risk Officer of Investors Bancorp and Investors Bank since January 2019. Prior to his appointment as Chief Risk Officer, he served as Executive Vice President and Chief Retail Banking Officer of Investors Bank since January 2010. Mr. Kalamaras joined Investors Bank as a Senior Vice President and Director of Retail Banking in August 2008. Before joining Investors, Mr. Kalamaras was Executive Vice President of Millennium bcp bank, N.A., in Newark, New Jersey where he was responsible for the retail, commercial banking and treasury lines of business. He served on the bank’s Executive Committee and was a member of the Board of Directors. Mr. Kalamaras previously was President and CEO of The Barré Company, a manufacturer of precision engineered metal components for the electronics and telecommunications industry. Earlier, Mr. Kalamaras was Executive Vice President at Summit Bank, where he was responsible for the retail network and business banking and led the middle market lending business. Mr. Kalamaras is a member of the Board of Directors of the New Jersey State Chamber of Commerce, the Board of Directors of the New Jersey Region of the American Red Cross and the Board of Trustees of the Hellenic College Holy Cross Greek Orthodox School of Theology. Mr. Kalamaras holds a Bachelor’s degree in Finance from the University of Notre Dame.

 

 

 

 

Sean Burke, age 49, was appointed Executive Vice President and Chief Financial Officer of Investors Bancorp and Investors Bank effective January 1, 2019. He previously served as Senior Vice President and Chief Financial Officer of Investors Bancorp and Investors Bank since January 26, 2015. Prior to joining Investors Bank, Mr. Burke was the Managing Director and Head of U.S. Depository Investment Banking for RBC Capital Markets in New York. Mr. Burke has over two decades of financial services industry experience, including 15 years in investment banking, and was recognized as one of the “10 Best CFOs of 2020” by Industry Era Magazine. Mr. Burke earned bachelor’s degrees in accounting and computer science from the University of Notre Dame and earned an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. Prior to attending Northwestern, Mr. Burke was a certified public accountant and worked in the financial services audit practice of Ernst & Young.  Mr. Burke serves on the advisory board of Kellogg Finance Network.

 

 

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Corporate Governance Matters

Investors Bancorp is committed to maintaining sound corporate governance guidelines and very high standards of ethical conduct and is in compliance with applicable corporate governance laws and regulations. The following are key features of our corporate governance practices:

 

What We Do

    The Board and management regularly focus on strategy and planning.

    Of the Board’s current 12 Directors, 9 are independent, including the Lead Independent Director.

    Our Board has adopted a majority voting policy, described below, which requires directors who do not receive majority stockholder support to tender their resignation.

    We have regular and constructive engagement with our stockholders and evaluate and respond to their views and requests.

    The Board held 10 regularly scheduled meetings in 2020. The Board also held 11 special meetings relating to the Company’s response to the COVID-19 pandemic. The Board’s Committees each held three to seven meetings in 2020. The Board met in executive session 8 times, 6 of which were presided over by the Board’s Lead Independent Director.

    Our Director attendance for Board and Committee meetings averaged 98% in 2020, and each Director attended at least 75% of Board and Committee meetings on which the Director served.

    The Board conducts annual self-evaluations.

    New Directors are provided with an orientation package and attend Board orientation and policy training sessions.

    The Board has a robust Director Education Program to keep abreast of significant risks and compliance issues; laws, regulations and requirements applicable to the Company; corporate governance best practices; products and services offered by the Company; changes in the financial services industry; and enhancements in technology and platforms relating to the financial services industry and the delivery and availability of banking products and services.

    Robust stock ownership guidelines for directors and Named Executive Officers are in place.

    We have specific policies and procedures to align executive compensation with long-term stockholder interests; these policies and procedures are routinely reviewed and appropriately revised by the Compensation and Benefits Committee in conjunction with an independent compensation consultant.

    We have a clawback policy that applies to the performance-based incentive compensation paid to our Named Executive Officers.

    The Board reviews management talent and succession planning at least annually.

    The Company makes ongoing investments in systems and technology, as well as training and education for all employees and Directors to combat cybersecurity threats.

    The Board understands the importance of maintaining regular, open, and transparent communications with our regulators.

    Our Board has oversight of risk management with a focus on the most significant enterprise risks facing our Company, including compliance, credit, legal, liquidity, market, operational, cybersecurity, reputational, and strategic risks.

    We have guidelines governing the use of pre-established trading plans for transactions in our securities.

    The Board actively utilizes internal and external experts in the matters of audit, governance, compensation, stockholder interests and risk management.

 

What We Don’t Do

  We prohibit all hedging of Investors Bancorp common stock by directors and executive officers.

  We prohibit pledging of Investors Bancorp common stock as collateral by directors and executive officers.

  We prohibit short sales of Investors Bancorp common stock by directors and executive officers.

  No immediate family relationships exist between any of our directors or executive officers.

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Board of Directors Meetings and Committees

The Board of Directors of Investors Bancorp and Investors Bank each met 10 times during 2020. The Boards also held 11 special meetings related to the Company’s and the Bank’s response to the COVID-19 pandemic. The Board of Directors of Investors Bank currently maintains four standing committees: the Nominating and Corporate Governance Committee, the Audit Committee, the Compensation and Benefits Committee and the Risk Oversight Committee.

No director attended fewer than 75% of the total number of Board meetings held by the Investors Bancorp and Investors Bank Board of Directors and all committees of the Boards on which they served (for the period they served) during 2020. In addition, all but one of Investors Bancorp’s directors attended the annual meeting of stockholders held on May 19, 2020.

Board and Committee Composition

The table below indicates the members and Chairs of the Board of Directors and each of its Committees as of January 31, 2021 as well as the number of meetings for each Committee in 2020.

 

Director

 

Position(s) Held With

Investors Bancorp

 

Nominating

and Corporate

Governance

Committee

 

Audit

Committee

 

Compensation

and Benefits

Committee

 

Risk

Oversight

Committee

Robert C. Albanese

 

Director

 

 

 

Chair(1)

 

Member

 

Member

Dennis M. Bone

 

Lead Independent Director

 

Member

 

Member

 

Member

 

Member

Doreen R. Byrnes

 

Director

 

Chair

 

 

 

Member

 

Member

Domenick A. Cama

 

Director, President and

Chief Operating Officer

 

 

 

 

 

 

 

 

William V. Cosgrove

 

Director

 

Member

 

Member

 

 

 

Member

Kevin Cummings

 

Chairman and

Chief Executive Officer

 

 

 

 

 

 

 

 

James J. Garibaldi

 

Director

 

 

 

 

 

 

 

Member

John E. Harmon, Sr.

 

Director

 

 

 

 

 

 

 

Member

Michele N. Siekerka

 

Director

 

Member

 

 

 

Chair

 

Member

Paul N. Stathoulopoulos

 

Director

 

 

 

Member(1)

 

Member

 

Member

Kim Wales

 

Director

 

 

 

 

 

 

 

Member

James H. Ward III

 

Director

 

 

 

Member

 

Member

 

Chair

Number of Meetings

 

 

 

3

 

6

 

7

 

4

 

(1)

The Board considers Messrs. Albanese and Stathoulopoulos each an “audit committee financial expert”.

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Director Skills

The Nominating and Corporate Governance Committee considers a skills matrix that represents certain of the skills that the Committee identified as particularly valuable in the effective oversight of the Company and its business. The following matrix identifies those skills and the Directors who possess each such skill, which highlights the diversity of skills on the Board. The matrix also indicates which Directors are considered diverse, based on race and gender.

Director

 

Diverse

 

Audit/

Accounting/

Finance/

Capital Allocation

 

Banking and Financial Services

 

Executive Level Experience

 

Business Operations and Technology

 

Risk Management

 

Human Capital Management

 

Environmental/

Social/

Governance

Robert C. Albanese

 

 

 

 

 

 

 

 

 

 

 

Dennis M. Bone

 

 

 

 

 

 

 

 

 

 

 

Doreen R. Byrnes

 

 

 

 

 

 

 

 

 

 

Domenick A. Cama

 

 

 

 

 

 

 

 

 

 

William V. Cosgrove

 

 

 

 

 

 

 

 

 

Kevin Cummings

 

 

 

 

 

 

 

 

 

 

 

 

James J. Garibaldi

 

 

 

 

 

 

 

 

 

 

 

 

 

John E. Harmon, Sr.

 

 

 

 

 

 

 

 

 

 

Michele N. Siekerka

 

 

 

 

 

 

 

 

 

 

Paul N. Stathoulopoulos

 

 

 

 

 

 

 

 

 

 

 

Kim Wales

 

 

 

 

 

 

 

 

 

 

James H. Ward III

 

 

 

 

 

 

 

 

 

 

 

Director Independence

Pursuant to our Nominating and Corporate Governance Guidelines (the “Corporate Governance Guidelines”), the Board of Directors conducts an annual review of director independence. As a result of the review performed in January 2020, the Board of Directors determined, based upon the recommendation of the Nominating and Corporate Governance Committee, that 7 of the then 10 members of the Board of Directors, and each member of the Compensation and Benefits, Nominating and Corporate Governance and Audit Committees were independent, as affirmatively determined by the Board of Directors consistent with the Nasdaq corporate governance listing rules.

On January 26, 2021, the Board of Directors, pursuant to the Company’s Bylaws, increased the size of the Board of Directors from 10 to 12.  

As a result of a review performed in January 2021, the Board of Directors determined, based upon the recommendation of the Nominating and Corporate Governance Committee, that 9 of the 12 current members of the Board of Directors, and each member of the Compensation and Benefits, Nominating and Corporate Governance and Audit Committee are independent, as affirmatively determined by the Board of Directors consistent with the Nasdaq corporate governance listing rules.  

In connection with this review, the Board of Directors considers all relevant facts and circumstances relating to relationships that each director, his or her immediate family members and their respective related interests has with Investors Bancorp and its subsidiaries.

Following this review, the Board of Directors determined that Messrs. Albanese, Bone, Cosgrove, Harmon, Stathoulopoulos, Ward and Mses. Byrnes, Siekerka and Wales, are independent as defined in the Nasdaq corporate governance listing rules. The Board of Directors determined that Messrs. Cummings and Cama are not independent as they are Investors Bank employees. Mr. Garibaldi is not independent due to commercial real estate brokerage services provided by his company to Investors Bank, the subsidiary of Investors Bancorp, in 2018.  

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Director Education

Our Directors regularly attend outside seminars and educational programs as part of our corporate governance and general board education process. These educational opportunities are in addition to the education and development presentations that are provided during our Board meetings. For example, third parties are periodically asked to provide the Board of Directors with presentations on governance, the economy, regulatory, compliance and other current topics and trends. With the oversight of the Nominating and Corporate Governance Committee, the Company will continue to promote board development and ensure that our Directors are kept current by onsite and virtual programs sponsored by the Company, as well as by external and remote learning opportunities available for corporate directors.

Board Leadership Structure and Lead Independent Director

Since 2018, Mr. Cummings has held the positions of Chairman of the Board and Chief Executive Officer. The Board believes that the current Board leadership structure, with Mr. Cummings in the combined Chairman and CEO position, and with a separate Lead Independent Director who is independent under the Nasdaq listing rules and has the principal duties specified in our Corporate Governance Guidelines, is appropriate for our Company. We believe that combining the roles of Chairman and CEO facilitates the day-to-day management of the Company. Holding both roles best positions Mr. Cummings to be aware of major issues and challenges facing the Company on a day-to-day and long-term basis and to continue to identify key risks and developments that should be brought to the Board’s attention. The combined role also provides a single point of leadership for the Company in order for the Company to maintain a unified message and strategic direction.

The combined Chairman and CEO position is counterbalanced by our strong Lead Independent Director position, which is currently held by Dennis M. Bone. Our Corporate Governance Guidelines provide that the Lead Independent Director shall be an “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, who has the responsibilities described below, provides an independent voice on issues facing the Company and ensures that key issues are brought to the Board’s attention. The Board and its committees also regularly hold executive sessions with no members of management present, thereby providing an opportunity for the independent directors to discuss their views freely. The executive sessions of the Board are presided over by the Lead Independent Director. During 2020, 8 executive sessions were held, of which 6 were conducted by the independent directors.

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;

 

Consult with the Chairman of the Board to assure that appropriate topics are being discussed with sufficient time allocated for each;

 

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;

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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 9 of the 10 non-employee Directors qualifying as independent under Nasdaq corporate governance listing rules.

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.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines, which are posted on the “Governance Documents” section of the “Investor Relations” page of Investors Bank’s website at www.investorsbank.com. The Corporate Governance Guidelines cover the general operating policies and procedures followed by the Board of Directors including, among other things:

 

Mission of the Board;

 

Board size and composition;

 

Director responsibilities and qualifications;

 

Lead Independent Director responsibilities;

 

Independence standards for Directors;

 

Board nominating procedures and election criteria;

 

Board committees;

 

Director access to officers and employees;

 

Stock ownership policies;

 

Director compensation;

 

Director continuing education;

 

Annual Director performance evaluation;

 

Annual CEO evaluation and succession; and

 

Our Code of Business Conduct and Ethics.

The Corporate Governance Guidelines, which were last updated in May 2020, provide for the independent directors of the Board of Directors to meet in regularly scheduled executive sessions.  During 2020, 8 executive sessions were held, of which 6 were conducted by the independent directors.

The Nominating and Corporate Governance Committee periodically reviews our Bylaws and Corporate Governance Guidelines to maintain effective and appropriate standards of corporate governance.  The Board adopted the Corporate Governance Guidelines to further its longstanding and continuing goal of providing effective governance of our Company’s business and affairs for the long-term benefit of stockholders. The Nominating and Corporate Governance Committee and the Board affirm their commitment of considering and, where appropriate, adopting, revisions and enhancements to our Bylaws and Corporate Governance Guidelines which would further our alignment and engagement with our stockholders.

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Anti-Hedging Policy

The Corporate Governance Guidelines include an anti-hedging policy, which prohibits directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Company common stock. Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an executive officer or director is prohibited. Cashless exercises of employee stock options are not deemed short sales and are not prohibited. This policy does not prohibit transactions in the stock of other companies and does not apply to employees who are not executive officers.

Prohibition on Pledging Securities

Company policy prohibits directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for any other loan. An exception to this prohibition may be granted, in the sole discretion of the Board and in limited circumstances, after giving consideration to, among other factors, the number of shares proposed to be pledged as a percentage of the director’s or executive officer’s total shares held. No shares are currently pledged by a director or executive officer.

Stock Ownership Requirements

The Board of Directors believes that it is in the best interest of Investors Bancorp and its stockholders to align the financial interests of its executives and directors with those of stockholders. Accordingly, the Corporate Governance Guidelines include Stock Ownership Guidelines for Named Executive Officers and directors of Investors Bancorp that require the following minimum investment in Investors Bancorp common stock:

 

CEO:

 

A number of shares having a market value equal to five times (5.0x) annual base salary

Other Named Executive Officers:

 

A number of shares having a market value equal to three times (3.0x) annual base salary

Directors:

 

25,000 shares

 

Stock holdings are expected to be achieved within five years of either the implementation of the Ownership Guidelines or the starting date of the individual, whichever is later. Stock ownership for Named Executive Officers and directors is reviewed as of the last day of each calendar quarter.

Majority Voting Policy

The Board of Directors believes that each director of the Company should have the confidence and support of the Company’s stockholders and, to this end, the Board has adopted a majority voting policy, which is utilized for the election of any director at any meeting of stockholders for uncontested elections and is not applicable for contested elections. Pursuant to this policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at the stockholders meeting shall promptly tender his or her proposed resignation following certification of the stockholder vote.

The Nominating and Corporate Governance Committee will promptly consider the resignation and will recommend to the Board whether to accept the resignation or to take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” such nominee. The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than at its first regularly scheduled meeting following the committee’s deliberation and recommendation, but in any case, no later than 90 days following the certification of the stockholder vote. The Company will publicly disclose the Board’s decision and process in a periodic or current report filed with

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or furnished with to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee’s or full Board’s deliberations, considerations or actions regarding whether or not to accept the resignation or take any other related action.

Nominating and Corporate Governance Committee

Each member of the Nominating and Corporate Governance Committee is considered independent as defined in the Nasdaq corporate governance listing rules. The Nominating and Corporate Governance Committee’s Charter and Corporate Governance Guidelines are posted on the “Governance Documents” section of the “Investor Relations” page of the Investors Bank’s website at www.investorsbank.com.

As noted in the Nominating and Corporate Governance Committee Charter, the purpose of the committee is to assist the Board in identifying individuals to become Board members, determine the size and composition of the Board and its committees, monitor Board effectiveness and implement the Corporate Governance Guidelines.

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 stockholder 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 corporate governance listing rules 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.

Each nominee for election as a director at the Annual Meeting currently serves as a director of the Company. Three of the nominees, Ms. Siekerka and Messrs.  Cummings and Stathoulopoulos, were previously elected by you.  Ms. Wales and Mr. Harmon joined the Board in January 2021.

The Nominating and Corporate Governance Committee and the Board recognize that it is important for the Company’s directors to possess a diverse array of backgrounds and skills, including executive management experience, financial services experience, and educational and professional achievement. When considering new candidates, the Nominating and Corporate Governance Committee, with input from the Board, will seek to ensure that the Board reflects a range of talents, ages, skills, diversity and expertise, particularly in the areas of accounting and finance, management, regulatory and risk management and leadership sufficient to provide sound and prudent guidance with respect to our operations and interests. In addition, the Nominating and Corporate Governance Committee considers diversity in demographic and professional backgrounds among the

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factors used to identify nominees for directors. The goal of the Nominating and Corporate Governance Committee is to assemble and maintain a Board comprised of individuals with a broad spectrum of skills, experience and expertise combined with a reputation for integrity to carry out the Board’s responsibilities with respect to oversight of the Company’s operations.  

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. 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 have the capacity and desire to represent the balanced, best interests of the stockholders of Investors Bancorp as a group, and not primarily a special interest group or constituency.

The Nominating and Corporate Governance Committee will also take into account whether a candidate satisfies the criteria for “independence” as defined in the Nasdaq corporate governance listing rules, and, if a candidate with financial and accounting expertise is sought for service on the Audit Committee, whether the individual qualifies as an audit committee financial expert.

Procedures for the Nomination of Directors by Stockholders

As previously indicated, the Nominating and Corporate Governance Committee has adopted procedures for the consideration of Board candidates submitted by stockholders. Stockholders can submit the names of candidates for director by writing to the Chair of the Nominating and Corporate Governance Committee, at Investors Bancorp, Inc., 101 JFK Parkway, Short Hills New Jersey 07078. The submission must include the following information:

 

a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Corporate Governance Committee;

 

the qualifications of the candidate and why this candidate is being proposed;

 

the name, address and contact information for the nominated candidate, and the number of shares of Investors Bancorp common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);

 

the name and address of the nominating stockholder as he/she appears on Investors Bancorp’s books, and number of shares of Investors Bancorp common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);

 

a statement of the candidate’s business and educational experience;

 

such other information regarding the candidate as would be required to be included in a proxy statement pursuant to SEC Regulation 14A;

 

a statement detailing any relationship between the candidate and Investors Bancorp and between the candidate and any customer, supplier or competitor of Investors Bancorp;

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detailed information about any relationship or understanding between the proposing stockholder and the candidate; and

 

a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in “Advance Notice of Business to be Conducted at an Annual Meeting.” Investors Bancorp did not receive any stockholder submission for Board nominees for this annual meeting.

Stockholder and Interested Party Communication with the Board

A stockholder of Investors Bancorp who wants to communicate with the Board or with any individual director can write to the Chair of the Nominating and Corporate Governance Committee at Investors Bancorp, Inc., 101 JFK Parkway, Short Hills, New Jersey 07078. The letter should indicate that the author is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Chair will:

 

Forward the communication to the director(s) to whom it is addressed;

 

Handle the inquiry directly, for example where it is a request for information about Investors Bancorp or it is a stock-related matter; or

 

Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

At each Board meeting, the Chair of the Nominating and Corporate Governance Committee shall present a summary of all communications received since the last meeting and make those communications available to the directors upon request.

Summary of Stockholder Engagement

Our commitment to our stockholders is part of the Company’s mission. Investors Bank strives to provide high-quality products and services in an honest and straightforward manner while operating responsibly and ethically, so that our clients, employees, stockholders and communities may prosper. We believe that engaging with our stockholders and soliciting their points of view is critical to providing long-term value to all of the Company’s stakeholders. We are committed to continuous, constructive and meaningful communications with our stockholders.

Throughout the course of 2020, management interacted with stockholders primarily through individual conversations, virtual investor conferences, through our investor relations channel and at our annual stockholder meeting. The Company’s Lead Independent Director and the Chairperson of our Compensation and Benefits Committee also participated in certain meetings and conversations with stockholders. During 2020, management interacted with stockholders representing or holding approximately 60% of outstanding shares. Over the course of the interactions and meetings with stockholders, management discussed several topics which investors wanted to gain more insight on. The management team discussed the impact of the COVID-19 pandemic on us and the NJ/NY area, the nature of our balance sheet, the competitiveness of the markets we operate in, and the effects of pricing on deposits. Stockholders encouraged us to disclose more details on the concentrations of our loan portfolio. Investors were interested in credit trends within our loan portfolio during the COVID-19 pandemic. Capital management is paramount to our strategy; as such we discussed with investors how decisions are made regarding our allocation of capital to growth, dividends and share repurchases. Finally, investors were interested to hear whether we were considering potential strategic transactions, as well as understanding the metrics and other factors which we would assess in considering a particular acquisition target.

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We also engage in ongoing discussions with stockholders to express our intent to continue to evaluate potential opportunities to enhance long-term stockholder value.  In addition, we had discussions around our current initiatives regarding diversity and inclusion, as well as business practices and policies which promote social responsibility.

2020 Annual Meeting

At our 2020 Annual Meeting, we received less than majority support for our Say-On-Pay proposal.  This result was well below the level of support which we had received in previous Say-On-Pay votes.  Given our commitment to clear and transparent communication with our stockholders, our Board of Directors resolved to learn more about the views of our stockholders and to hear the reasons underlying their voting decisions.  

Accordingly, we undertook an outreach program to our stockholders to understand what motivated their votes and what actions we could take to address any concerns about our executive compensation program.  Our objectives were to solicit feedback directly from our stockholders, listen to their views and concerns, and respond to any questions they had regarding our executive compensation program, policies, practices and decisions and about the views expressed in the reports of the proxy advisory firms used by some of our stockholders.

As mentioned above, we engaged with stockholders representing or holding approximately 60% of our outstanding shares throughout 2020.  During the lead up to our 2020 Annual Meeting and continuing through 2020 we contacted some of our largest stockholders specifically to obtain their feedback and perspectives on: (i) our executive compensation program, including enhancements which had been made to the program over the past few years; (ii) our related corporate governance practices; and (iii) any other topics about which they wished to engage.  Although not all of the stockholders contacted chose to meet with us, one or more of our Lead Independent Director, Chair of our Compensation and Benefits Committee, General Counsel and Corporate Secretary and Senior Vice President, Investor Relations, held telephonic meetings or conducted other communications. While the institutional stockholders that we engaged with were generally supportive of our executive compensation program and the enhancements made to such program, some of them also expressed concern over the structure of the “Replacement Awards” which had been issued by the Board (following recommendation of the Compensation and Benefits Committee) to Messrs. Cummings and Cama in 2019 following the settlement of the stockholder litigation earlier in 2019 (the “Stockholder Derivative Action”).  The detail regarding the settlement of the Stockholder Derivative Action and the issuance of the Replacement Awards had been disclosed to the stockholders in our 2019 Proxy Statement and is also summarized in the “Settlement of Stockholder Litigation” section in this proxy statement.  These institutional stockholders had expressed particular concern regarding the fact that the Replacement Awards were entirely time-based, with a significant portion having vested upon issuance.

In response to stockholder concerns regarding the structure of the Replacement Awards, we reaffirmed that the Replacement Awards issued to Messrs. Cummings and Cama modified and replaced the awards granted in 2015 and did not constitute new awards. Further, we confirmed that the evaluation of the issuance of the Replacement Awards, as well as the structure, vesting term and amount of such awards, had been determined independently by the Compensation and Benefits Committee and the non-executive directors of the Board, with consultation and advice from the Committee’s independent compensation consultant, Pearl Meyer, and compensation counsel, Sullivan & Cromwell LLP. We also advised our stockholders that in evaluating whether to issue the Replacement Awards to Messrs. Cummings and Cama, the Compensation and Benefits Committee considered several structures, including vesting periods and vesting conditions, and ultimately determined to maintain the structure, vesting periods and vesting conditions of the awards granted in 2015 while also confirming the following:

 

A different award structure or vesting period would have resulted in significant adverse tax and accounting consequences to the Company.

 

The grant date fair value of the Replacement Awards was 36% less than the fair value of the awards granted in 2015.  

 

Neither Mr. Cummings nor Mr. Cama had received any other equity grants since 2015.

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Any future equity grants to Mr. Cummings or Mr. Cama will have a performance component weight of 50% and will not be solely time-based.  The performance component will be measured over a three-year period.

We continued to emphasize to stockholders the commitment of our Compensation and Benefits Committee to align our compensation practices with Company performance. A substantial portion of compensation payable to our Named Executive Officers is directly linked to our Company’s actual performance.  

After performing the outreach and discussions described above, those stockholders better understood the rationale of the structure of the Replacement Awards issued to Messrs. Cummings and Cama and had no further questions.

We believe that our stockholders provide valuable insight and we will continue to create opportunities for stockholder engagement going forward through similar channels as we did in 2020. As disclosed above, we have a structure in place to allow stockholders to communicate directly with our Board. We remain committed to alignment with our stockholders on strategy and practices that deliver stockholder value.

Code of Business Conduct and Ethics

Our employees, executive officers and directors take pride in our ability to maintain the highest ethical standards while continuing to provide products and services to our communities. Protecting our reputation for integrity is dependent on a shared commitment to our Core Values: Character, Commitment, Cooperation and Community, and treating all our stakeholders—our customers, clients, employees, stockholders, business partners and communities we serve—with integrity.

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) to be followed by Investors Bancorp’s employees, officers (including its CEO, COO, CFO and CAO) and directors to communicate our commitment to ethical conduct and to describe our standards and expectations for integrity and ethical behavior. Directors, Named Executive Officers, executive officers and employees are required to read, understand and comply with the Code. Investors Bancorp requires that all new employees take Code training shortly after their commencement of employment and requires annual training for all directors and employees. All employees and directors must certify annually that they have read the Code and agree to abide by it.

The Code provides that any waivers for directors or executive officers may be made only by the Board of Directors and must be promptly disclosed to the stockholders. Investors Bancorp will post on its website any amendments to the Code and any waivers granted to its directors or executive officers.  During 2020, the Board of Directors did not receive nor grant any request for directors or executive officers for waivers under the provisions of the Code.

Investors Bancorp expects and encourages its employees to report behavior that concerns them or may represent a violation of the Code. To ensure that our employees are comfortable in reporting such concerns or violations of the Code, we offer several channels by which employees may raise an issue or concern, including any actual or potential violation of the Code. One such channel is EthicsPoint, a website and telephone hotline that is available to employees 24 hours a day, 7 days a week. EthicsPoint complaints or concerns can be submitted anonymously. In addition, Investors Bancorp does not permit retaliation of any kind for good faith reports of ethical violations or misconduct of others. All reports are investigated promptly and fully, and effective remedial action is taken when appropriate. The Code encourages our employees to report any behavior that concerns them or may represent a violation of the Code.  We also refer within the Code to specific reference to our Stand Up and Speak Policy, which was last modified in July 2020.  Please see the “Stand Up and Speak Policy” discussion herein for further discussion relating to our Stand Up and Speak Policy.  

The Code was last modified in July 2020 and is available on the “Governance Documents” section of the “Investors Relations” page of the Investors Bank’s website at www.investorsbank.com.

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Respect in the Workplace and Our Policy Against Unlawful Harassment and Discrimination

We are confident that we have a strong, positive culture of respect at the Company that is the product of sound policies and practices.  However, we recognize that we must remain vigilant in maintaining a culture of respect.  

Our Policy Against Unlawful Harassment and Discrimination applies to all employees, customers and vendors and prohibits any form of harassment or discrimination based on legally protected characteristics including race, color, creed, religion, sex (including pregnancy and pregnancy-related conditions), national origin, ancestry, age, disability, sexual orientation, marital status, domestic partner status, military or veteran status, genetic information, or any other legally protected characteristic under applicable federal, state or local law.  It also clearly defines “sexual harassment” and types of conduct that are prohibited.  Our policy states that our employees have a duty to immediately report instances of harassment or discrimination in any form.  It also confirms our commitment to providing a work environment that is free from harassment or discrimination.  Our policy indicates that complaints or concerns relating to harassment or discrimination can be submitted anonymously through EthicsPoint.  It also contains clear language strictly prohibiting any form of retaliation against anyone who makes a good faith report of potential harassment or discrimination.  To ensure that employees are comfortable reporting potential instances of harassment or discrimination, we protect the confidentiality of complaints to the extent possible and in accordance with applicable law.  We require all employees to take annual training regarding respect in the workplace and all employees must certify annually that they have read the policy and agree to abide by it.

Stand Up and Speak Policy

We want our employees to understand the purpose of our Code of Business Conduct and Ethics and Policy Against Unlawful Harassment and Discrimination and the importance of speaking up and reporting possible violations or potentially suspicious or improper behavior by other employees, customers or vendors.  

In February 2019, the Company adopted a Stand Up and Speak Policy.  This policy complements our Code of Business Conduct and Ethics and our Policy Against Unlawful Harassment and Discrimination and affirms our commitment to providing a workplace culture where all employees are treated with dignity and respect.  This policy encourages our employees, at all levels, to speak up and report conduct that they in good faith believe is improper or potentially improper, raises an integrity issue, or violates or could violate a law, regulation or Company policy or procedure, including, without limitation, our Code of Business Conduct and Ethics or our Policy Against Unlawful Harassment and Discrimination.  It provides that complaints or concerns may be submitted anonymously through EthicsPoint.  Consistent with our Code of Business Conduct and Ethics and our Policy Against Unlawful Harassment and Discrimination, this policy provides that all complaints and reports will be taken seriously and will be promptly and fairly investigated, and we will protect the confidentiality of complaints and reports to the extent possible and in accordance with applicable law.  

Our policy also strictly prohibits any form of retaliation against employees who make good faith reports of possible unethical, unlawful or illegal conduct.

Sales Practices

A key component of our mission is to help our customers, clients and communities achieve economic success and financial well-being. Our culture and sales practices are consistent with this philosophy. Investors Bancorp’s risk and compliance culture heavily influences the design and emphasis of our sales, compensation and incentive programs. Our compensation and incentive programs are based on balanced performance, with appropriate controls. Sales leaders and managers are held accountable for setting the appropriate tone from the top and recognizing appropriate sales behavior and practices. Employees are held accountable for executing their daily responsibilities in accordance with the Company’s Code of Business Conduct and Ethics.

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Environmental, Social and Corporate Governance

We are committed to our corporate responsibility mission of bringing value to all our stakeholders—our employees, our customers, our communities and our stockholders.  We endeavor to be a good corporate citizen, focusing on prudent business practices, ethical and sustainable resource utilization, transparent governance, and diversity and inclusion.  We care about our employees, our communities and the environment.  We closely analyze how we do business, and who we do business with, through the lens of environmental, social and governance considerations.  We recognize that oversight of environmental, social and governance issues helps to minimize risks to our stockholders and, as importantly, it assists in reinforcing our core values of doing the right thing, supporting our employees, customers and communities while providing an excellent customer experience.

With our core values of Cooperation, Character, Community and Commitment, we categorize our corporate responsibility efforts under the following strategic pillars:

Our Employees

We know that the strength of our Company stems from our employees, and building and growing an inclusive, diverse and enriching Company culture is important to us.  Our employees have access to developmental, educational and professional opportunities, leadership support and programs that promote an atmosphere of trust, collaboration and engagement.  We strive to create and maintain an employment environment that attracts and rewards the best talent available and reflects the diversity of the communities in which we do business.  We provide competitive compensation and benefits to our employees which helps us to attract and retain the best talent.  We are committed to maintaining a workplace where all employees feel valued for their contributions and fully engaged with our business.  

We are committed to the good health and welfare of our employees, customers and communities.  The COVID-19 pandemic presented significant challenges to our Company and our employees to maintain employee and client health and safety while continuing to be open for business for our customers and communities.  Accordingly, we established a proactive response to the escalating COVID-19 outbreak in our communities that included enhanced employee and customer communication and access to evolving safety standards and guidance from the Centers for Disease Control and Prevention and state and local governmental agencies, as well as our workplace health and safety guidelines for customer and noncustomer environments.  Beginning in mid-March 2020, more than 90% of our non-branch employees transitioned to a remote work environment; the remainder of our non-branch employees were in roles which required them to be on-site.  We also adjusted our branch hours and staffing needs, as well as lobby usage, for employee and customer safety, while remaining open for business to provide banking services in our communities.  Within our workplaces we have instituted social distancing and safety measures and requirements and have reconfigured spaces to limit the risk of exposure. We also continue to encourage employees to work remotely where possible during the continuance of the pandemic.  We also continue to monitor our communities and markets for any resurgence or regression of COVID-19 and will adjust access to our branch and other workplace locations accordingly.  We will continue to adhere to state and local restrictions related to COVID-19 to the extent applicable to help ensure the health and safety of our employees and our customers.

Our Communities

Our strong sense of community is one of our main core values and we make this part of the onboarding experience for our new employees through volunteer opportunities in the communities we serve. In addition to many volunteer hours dedicated, we proudly promote a higher quality of life in the communities we serve in New Jersey and New York through our Charitable Foundations. Through the Investors Charitable Foundation, established in 2005, and the Roma Charitable Foundation, Investors Bank has contributed or committed $43.8 million in donations to enrich the lives of New Jersey and New York citizens by supporting initiatives in the arts, education, financial education, youth development, affordable housing, and health and human services. We also support our employees volunteering their time and talents in the communities where they live and work.  Our employees actively give their time and talents to their communities through volunteer activities in financial

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education, economic development, health and human services, and community development. Within 2020, even during the COVID-19 pandemic, our employees donated nearly 1,000 hours in support of more than 60 community organizations and charities.

Environmental Sustainability

We are committed to pursuing initiatives that are smart for our business and good for the environment.  We have continually focused on meaningful initiatives that are aligned with our business goals to help reduce our environmental impact, drive operational cost reductions and demonstrate our ongoing commitment to environmental sustainability. Our Facilities management team continuously researches and reviews opportunities for space efficiency, energy efficiency, construction and renovation standards, and other ways in which we can utilize our properties to add further value to our customers and our communities.  Some of our key initiatives include increasing energy efficiency, including the conversion of interior and exterior lighting to LED, reducing carbon waste and increasing recycling. We also continuously look for opportunities to reduce our reliance on paper through prudent and managed printing and increased utilization of technology.  

In 2020, in partnership with our vendors, we recycled approximately 380,000 pounds of materials, translating to more than 3,200 saved trees, 1.3 million gallons of water saved, and more than 758,000 kilowatts of energy saved.

Governance

We are committed to assuring and maintaining transparent governance through best board governance practices, which are subject to continuous review as such practices evolve.  We take a comprehensive approach to risk management with a defined enterprise risk management framework which provides a structured approach for identifying, assessing and managing risk.

Maintaining a robust control environment is a critical priority at our Company, as it helps to ensure that we are in compliance with applicable laws, regulations and Company policies.

We have ongoing dialogue with our stakeholders, including our stockholders, regulators, customers and employees.  

We believe that operating our business responsibly and ethically puts us in position to address the interests of our stakeholders while also creating long-term value for our stockholders.  We remain focused on continuing to advance these programs and making a positive, sustainable impact on the communities in which we live and conduct our business.

Our Board and management commit significant time in meeting with our regulators.  Frequent meeting with our regulators enables us to better understand the matters of importance to them and their expectations of us.  It also enables us to keep our regulators fully informed about our Company’s performance and business initiatives on a regular basis.  

Our Board continues to oversee our ESG efforts, with the primary responsibility for coordination of that oversight in the Nominating and Corporate Governance Committee.

Diversity and Inclusion

Investors Bancorp engenders a committed, caring and inclusive environment that celebrates various backgrounds, cultures and lifestyles. We recognize that maintaining a diverse workforce is essential to our Company’s growth. It is also central to our mission and values, which are built on our four core values of Cooperation, Character, Community and Commitment.

Our Company respects, values and invites diversity in our employees, customers, suppliers, marketplace and community.  We seek to recognize and develop the unique contributions which each individual brings to

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our Company, and we are fully committed to supporting a culture of diversity as a pillar to our values and our success.  The Company provides multiple opportunities for professional development and growth and we are committed to promoting and improving retention, development and job satisfaction among our employees by providing skills training, peer mentoring and opportunities to interact and collaborate with senior leaders.

In 2016, the Company established its W.O.M.E.N. (Women, Opportunity, Mentoring, Empowering and Nurturing) Together Leadership Council. The W.O.M.E.N Together initiative was formed with the purpose of supporting and enriching the careers of the women of Investors Bancorp. While the Council is women-focused, all employees - male and female - are invited and encouraged to participate in its events and activities.

The W.O.M.E.N Together Leadership Council is comprised of approximately 50 women leaders from all areas of the Company who work together to empower current and future women leaders by enhancing their personal and professional well-being. The Council’s goal is to encourage women’s professional development through the sharing and exchanging of ideas, as well as promoting and influencing their professional lives through networking events, coaching and mentoring programs and internal exchange of ideas and experiences.

The Company reinforces its commitment to diversity, equity and inclusion through ongoing efforts to reflect and adapt to the changing demographics of our communities.  Our recruitment efforts at all levels of the Company are centered on our commitment to attract diverse, emerging and established talent.  In 2019, the Company expanded its diversity, equity and inclusion efforts through its “iBelong” initiative.  This Company-wide strategic initiative continues to build on and strengthen our internal and external recruiting efforts, our internal policies, the education and development of our employees, and procurement and supplier diversity.  During 2020, several programs were adopted and implemented as part of our iBelong initiative, including the establishment of an employee-driven Diversity, Equity and Inclusion Council (the “DE&I Council”).  The mission and objective of our DE&I Council has been and continues to be to create and execute on our plans to drive a diversity and inclusion strategy and develop the framework for implementing and impacting initiatives, programs, policies and processes.  The DE&I Council will also work closely with our business leaders to identify and address specific needs of diverse populations within our Company and our markets.  Within 2020, the DE&I Council developed, organized and implemented numerous training, education and awareness activities and campaigns throughout our Company.

Our commitment to diversity, equity and inclusion is fully supported by our directors, executive management and employees. Our approach to diversity, equity and inclusion is not only good business but is the right thing to do by our customers, employees, stockholders and communities.

Delinquent Section 16(a) Reports

Investors Bancorp’s common stock is registered with the SEC pursuant to Section 12(b) of the Exchange Act. The executive officers and directors of Investors Bancorp, and beneficial owners of greater than 10% of Investors Bancorp’s common stock, are required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes in beneficial ownership of Investors Bancorp’s common stock. The SEC rules require disclosure in Investors Bancorp’s Proxy Statement or Annual Report on Form 10-K of the failure of an executive officer, director or 10% beneficial owner of Investors Bancorp’s common stock to file a Form 3, 4, or 5 on a timely basis. Based on Investors Bancorp’s review of ownership reports and confirmations by executive officers and directors, Investors Bancorp believes that, during 2020, its officers, directors and beneficial owners of greater than 10% of its common stock timely filed all required reports with the exception of the inadvertent late filing of a Form 4 report for Mr. Garibaldi due to administrative error.

Transactions With Certain Related Persons

Federal laws and regulations generally require that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the

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normal risk of repayment or present other unfavorable features. Regulations also permit executive officers and directors to receive the same terms through programs that are widely available to other employees, as long as the executive officer or director is not given preferential treatment compared to the other participating employees. Pursuant to such a program, loans have been extended to executive officers on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public, with the exception of waiving certain fees. These loans do not involve more than the normal risk of collectability or present other unfavorable features.

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director. However, the prohibitions of Section 402 do not apply to loans made by a depository institution, such as Investors Bank, that is insured by the FDIC and is subject to the insider lending restrictions of the Federal Reserve Act. The Audit Committee and the Board review related party transactions, the disclosure of which is required under SEC proxy disclosure rules.

Risk Oversight Matters

The Board’s Role in Cybersecurity Oversight

As a financial services company entrusted with the safeguarding of sensitive information, our Board of Directors believes that a strong enterprise cybersecurity program is vital to effective cybersecurity risk management.  The Board of Directors is committed to engaging in robust oversight of the Company’s cybersecurity program on an ongoing basis.  The Board of Directors provides oversight of management’s efforts to address cybersecurity risk through the delivery of reports, including updates on current trends and issues, as well as presentations at meetings of the Risk Oversight Committee and the Board.  The reports and presentations that the Board and the Risk Oversight Committee receive focus on the threat environment and vulnerability assessments, as well as specific cyber incidents and management’s efforts to monitor, detect and prevent cyber threats to the Company. These reports include descriptions of (i) management’s implementation of backup systems and other safeguards to support our operations; (ii) our establishment and regular testing of disaster recovery procedures; and (iii) regular review and assessment of our third-party service providers’ information systems safeguards against cyber-attacks, information breach or loss of information.

Risk Oversight Committee

The entire Board of Directors is engaged in risk oversight. However, the Board established a separate standing Risk Oversight Committee to facilitate its risk oversight responsibilities. The Chief Executive Officer and Chief Operating Officer serve as a resource to the Risk Oversight Committee but have no vote in the committee’s decision-making process. The Risk Oversight Committee Charter is posted on the “Governance Documents” section of the “Investors Relations” page of the Investors Bank’s website at www.investorsbank.com.

The Risk Oversight Committee has responsibility for enterprise-wide risk management and determining that significant risks of Investors Bancorp are monitored by the Board of Directors or one of its standing committees. In addition, the Risk Oversight Committee reviews new products and services proposed to be implemented by management to determine that appropriate risk identification has occurred and that controls are considered to mitigate identified risks to an acceptable level. The Risk Oversight Committee is also responsible for reviewing and monitoring enterprise risk including interest rate, liquidity, operational, compliance, cybersecurity, strategic and reputational risks.

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Audit Committee Matters

Audit Committee

The Board has determined that each member of the Audit Committee is independent as defined in the Nasdaq corporate governance listing rules and under SEC Rule 10A-3. The Board considers Mr. Albanese, the Chair of the Audit Committee, and Mr. Stathoulopoulos each an “audit committee financial expert” as that term is used in the rules and regulations of the SEC.

The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee’s Charter is posted on the “Governance Documents” section of the “Investor Relations” page of Investors Bank’s website at www.investorsbank.com.

As noted in the Audit Committee Charter, the primary purpose of the Audit Committee is to assist the Board in overseeing:

 

The integrity of Investors Bancorp’s financial statements;

 

Investors Bancorp’s compliance with legal and regulatory requirements;

 

The independent auditor’s qualifications and independence;

 

The performance of Investors Bancorp’s internal audit function and independent auditor; and

 

Investors Bancorp’s system of disclosure controls and system of internal controls regarding finance, accounting, and legal compliance.

In furtherance of this purpose, this committee, among other things, shall:

 

Retain, oversee and evaluate a firm of independent registered public accountants to audit the annual financial statements;

 

Review the integrity of Investors Bancorp’s internal control over financial reporting, both internal and external, in consultation with the independent registered public accounting firm and the internal auditor;

 

Review the financial statements and the audit report with management and the independent registered public accounting firm;

 

Review earnings and financial releases and quarterly and annual reports filed with the SEC; and

 

Approve all engagements for audit and non-audit services by the independent registered public accounting firm.

The Audit Committee reports to the Board of Directors on its activities and findings.

Audit Committee Report

Pursuant to rules and regulations of the SEC, this Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Investors Bancorp specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Exchange Act.

Management has the primary responsibility for Investors Bancorp’s internal control and financial reporting process, and for making an assessment of the effectiveness of Investors Bancorp’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of Investors Bancorp’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and to issue an opinion on those financial statements, and for providing an opinion on the Company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

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As part of its ongoing activities, the Audit Committee has:

 

reviewed and discussed with management, and the independent registered public accounting firm, the audited consolidated financial statements and the internal control procedures of Investors Bancorp for the year ended December 31, 2020;

 

discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and

 

received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence from Investors Bancorp.

Based on the review and discussions referred to above, the Audit Committee has recommended to Investors Bancorp’s Board of Directors that the audited consolidated financial statements for the year ended December 31, 2020 be included in Investors Bancorp’s Annual Report on Form 10-K for filing with the SEC. In addition, the Audit Committee approved the re-appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2021, subject to the ratification of this appointment by the stockholders of Investors Bancorp.

Audit Committee of Investors Bancorp, Inc.

Robert C. Albanese, Chair

Dennis M. Bone, Member

William V. Cosgrove, Member

Paul N. Stathoulopoulos, Member

James H. Ward III, Member

Compensation and Benefits Committee Matters

Compensation and Benefits Committee

The Board has determined that each member of the Compensation and Benefits Committee is independent as defined in the Nasdaq corporate governance listing rules and SEC Rule 10C-1. The Compensation and Benefits Committee’s Charter is posted on the “Governance Documents” section of the “Investor Relations” page of the Investors Bank’s website at www.investorsbank.com.

As noted in the Compensation and Benefits Committee Charter, the purpose of the committee is to assist the Board in carrying out the Board’s overall responsibility relating to executive compensation, incentive compensation and equity and non-equity-based benefit plans.

In furtherance of this purpose, this committee, among other things, shall:

 

Review and recommend to the independent directors of the Board for approval the Chief Executive Officer’s annual compensation, including salary, cash incentive, and equity compensation;

 

Review and recommend to the Board the evaluation process and compensation for Investors Bancorp’s executive officers and coordinate compensation determinations and benefit plans for all employees of Investors Bancorp;

 

Review Investors Bancorp’s incentive compensation and equity-based plans and make changes in such plans as needed;

 

Review, as appropriate and in consultation with the Nominating and Corporate Governance Committee, director compensation and benefits; and

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Review the independence of the Compensation and Benefits Committee members, legal counsel and compensation consultants.

 

Review and discuss with management and the independent registered public accounting firm, the audited net assets of the 401(k) Plan and the financial statements of the ESOP.

In addition to these duties this Committee shall assist the Board in recruiting and succession planning.

The Compensation and Benefits Committee retains responsibility for all compensation decisions and recommendations to the Board of Directors as to Investors Bancorp’s Named Executive Officers. The Compensation and Benefits Committee utilizes information and benchmarks from an independent compensation consulting firm, industry trends, practices among our peer groups, and from other sources, to determine how executive compensation levels compare to those companies within the industry. The Compensation and Benefits Committee may review published data for companies of similar size, location, financial characteristics and stage of development among other factors.

In designing the compensation program for Investors Bancorp, this Committee takes into consideration methods to avoid encouraging the taking of excessive risk by executive management or by other employees. This Committee assessed risks posed by the incentive compensation paid to executive management and other employees and determined that Investors Bancorp’s compensation policies, practices and programs do not pose risks that are reasonably likely to have a material adverse effect on Investors Bancorp.  In furtherance of the Committee’s ongoing oversight of the Company’s executive incentive compensation program, the Board in 2018 adopted the Executive Incentive Compensation Approval Policy.  The purpose of this policy is to provide enhanced oversight, review, assessment and approval processes for this Committee, the Risk Oversight Committee and the Audit Committee in the setting of incentive compensation goals for the CEO, COO, the other Named Executive Officers, and other designated executive officers of the Company, to ensure that our incentive compensation arrangements appropriately balance risk and financial results in a manner that do not pose undue risk to the Company.  

The basic elements of Investors Bancorp’s executive compensation program include base salary, annual cash incentive awards, long-term equity incentive awards and other benefit arrangements. In addition to determining the compensation payable to Investors Bancorp’s executive officers, including the CEO and other Named Executive Officers, the Compensation and Benefits Committee evaluates senior executive and director compensation plans and programs, administers and has discretionary authority over the issuance of equity awards under Investors Bancorp’s equity compensation plans and oversees the preparation of a report on executive compensation for inclusion in Investors Bancorp’s annual proxy statement. The Compensation and Benefits Committee is supported by the CEO, COO and other members of executive management, whom serve as a resource by providing input regarding Investors Bancorp’s executive compensation program and philosophy.

Compensation and Benefits Committee Interlocks and Insider Participation

During 2020, Ms. Siekerka served as chairperson of the Compensation and Benefits Committee and Messrs. Albanese, Bone, Stathoulopoulos and Ward served as members. None of these directors has ever been an officer or employee of Investors Bancorp; or an executive officer of another entity at which one of Investors Bancorp’s executive officers serves on the Board of Directors, or had any transactions or relationships with Investors Bancorp in 2020 requiring specific disclosures under SEC rules or Nasdaq listing standards. Ms. Byrnes, who also served as a member of the Compensation and Benefits Committee during 2020, is neither an executive officer of another entity at which one of Investors Bancorp’s executive officers serves on the Board of Directors, nor had transactions or relationships with Investors Bancorp in 2020 requiring specific disclosures under SEC rules. Ms. Byrnes was an officer of Investors Bank prior to her retirement in 2007.

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Compensation Discussion and Analysis

In this section, we describe the Company’s executive compensation program.  Our intent is to help stockholders understand the framework of our overall program, its objectives, and the rationale for the Compensation and Benefits Committee’s compensation decisions.  This discussion is focused specifically on the compensation of the following executive officers, each of whom is named in the Summary Compensation Table and other compensation tables which appear later in this section.  The following executives are referred to in this discussion as “Named Executive Officers” (“NEOs”).

 

Name

 

Title

Kevin Cummings

 

Chairman and Chief Executive Officer

Domenick A. Cama

 

President and Chief Operating Officer

Richard S. Spengler

 

Senior Executive Vice President and Chief Lending Officer

Paul Kalamaras

 

Senior Executive Vice President and Chief Risk Officer

Sean Burke

 

Executive Vice President and Chief Financial Officer

2020 Say on Pay Vote and 2020 Executive Compensation Highlights

At our 2020 Annual Meeting, Proposal II—Advisory Vote to Approve Executive Compensation—commonly known as “Say on Pay”—received a non-affirmative vote with 45.9% of shares voting in favor of the proposal.  For comparison, at our 2019 Annual Meeting the Say on Pay proposal had received a FOR vote of 93.6%.

Please refer to the Summary of Stockholder Engagement discussion on page 24 which discusses our stockholder outreach and engagement in response to the 2020 Say on Pay vote.

We continue to engage with stockholders regarding our executive compensation philosophy and to ensure that our executive compensation program aligns the interests of our stockholders with our NEOs.  For 2020, the Compensation and Benefits Committee continued to focus on enhancing its compensation philosophy with the assistance of Pearl Meyer & Partners, LLC (“Pearl Meyer”), a leading provider of compensation consulting services. Below are some highlights of the 2020 executive compensation program.

Executive Summary

2020 Compensation Highlights

 

There were no base salary increases in 2020 for our CEO, COO and other NEOs.

 

There were no restricted stock awards or stock options granted in 2020 to our CEO, COO and other NEOs.

 

The Compensation and Benefits Committee advised our stockholders it might exercise discretion for 2020 incentive compensation in light of the COVID-19 pandemic. The Committee decided not to use discretion for the CEO and COO and therefore their incentive goals, targets and measurements remained unchanged.

 

The CEO’s and COO’s incentive goals were measured exclusively by specific corporate goals tied to the financial results of the Company and did not include any individual goals.

 

For all employees, including our NEOs, the Company had to achieve net income at a level equal to or greater than 75% of the net income target amount for 2020 for any incentive to be paid, including incentives related to individual goals.

 

The 2020 target and maximum net income goal amounts were set to exceed 2019 achievement.

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The Company’s net income exceeded 75% of the net income target amount for 2020 which enabled the CEO’s and COO’s incentive compensation to be measured on a balanced scorecard for the following Company financial components:

 

o

Earnings per share

 

o

Return on average assets

 

o

Loan quality

 

o

Growth of core deposits

 

Based on the achievement of the corporate financial targets for the CEO and COO and corporate financial targets and individual goals for the other NEOs, the annual cash incentive awards were paid, between 96% and 160% of base salary, to our NEOs.

 

2021 Executive Compensation Program

In further assessing the Company’s executive compensation programs and practices, the Compensation and Benefits Committee has made the following additional adjustments to the 2021 annual incentive program for the CEO and COO:

 

There will be no base salary increase for the CEO or COO but the base salary for Messrs. Spengler and Burke were increased to $480,000 and $475,000, respectively, for 2021.

 

The CEO’s and COO’s incentive goals will continue to be measured exclusively by specific corporate goals tied to the financial results of the Company and will not include any individual goals.

 

Retain a gating requirement for net income achievement.

 

Greater emphasis on EPS/stockholder value.

 

Net income, EPS and ROAA targets increased from 2020.

 

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Compensation Governance Best Practices and Policies

We continually evaluate our executive compensation practices and policies. We believe the following practices and policies promote sound compensation governance and are in the best interests of our stockholders and executives:

What We Do

 

What We Don’t Do

    We design our incentive compensation arrangements to appropriately balance risk and financial results in a manner that does not pose undue risk to the Company.

    We utilize an independent compensation consultant to annually evaluate NEO cash and stock compensation based on the pay levels of comparable executives in fifteen-to-twenty peer comparator banking companies.

    We pay incentive compensation based on measurable and verifiable corporate performance objectives.

    We consider multi-year financial performance when awarding long-term stock compensation.

    We conservatively vest stock compensation (generally five years).

    We require each of our NEOs 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 require the base salaries and total cash compensation of our NEOs 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 don’t enter into new 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.

What Guides Our Program

Executive Compensation Philosophy

Investors Bancorp’s executive compensation program is designed to offer competitive cash and equity compensation and benefits that will attract, motivate and retain highly qualified and talented executives who will help maximize Investors Bancorp’s financial performance and earnings growth. In designing the compensation program for Investors Bancorp, the Compensation and Benefits Committee takes into consideration methods to avoid encouraging the taking of excessive risk by executive management or by other employees. Investors Bancorp’s executive compensation program is also intended to align the interests of its executive officers with stockholders by rewarding performance against established corporate financial targets, and by motivating strong executive leadership and superior individual performance. In this regard: (1) a substantial portion of the compensation payable to our NEOs is linked to financial and individual performance and is dependent on quantifiable achievement of goals; (2) the interests of our NEOs are aligned with the long-term interests of our stockholders through their stock-based and non-equity incentive compensation, which are earned primarily based on the satisfaction of corporate performance metrics; (3) our focus is providing compensation that is commensurate with the achievement of short-term and long-term financial goals and individual performance; and (4) our executive compensation program is designed to be competitive to attract, retain and motivate our NEOs.

The Compensation and Benefits Committee regularly evaluates the level of annual incentive compensation, including the annual incentive compensation opportunity available to each of our NEOs based on the Company’s growth and financial performance, as well as peer competitive compensation practices, and overall marketplace conditions.

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For 2020, our CEO’s cash compensation was 39% fixed and 61% variable.  For our other NEOs, cash compensation for 2020 averaged 48% fixed and 52% variable.

Investors Bancorp’s executive compensation program allocates portions of total compensation between long-term and short-term compensation and between cash and non-cash compensation by including competitive base salaries, an annual cash incentive plan, stock options and performance and time-based stock awards, supplemental executive retirement benefits and limited executive perquisites, which encourage long-term employment with Investors Bancorp.

The compensation paid to each NEO is based on the executive officer’s level of job responsibility, corporate financial performance measured against corporate financial targets, and an assessment of individual performance. A significant portion of each NEO’s total compensation is performance-based as each executive is in a leadership role that can significantly impact corporate performance.

The Decision-Making Process

Role of the Compensation and Benefits Committee

The Compensation and Benefits Committee oversees the executive compensation program for our NEOs.  The Committee is comprised of non-employee directors determined by the Board to be independent as defined in the Nasdaq corporate governance listing rules and SEC Rule 10C-1.  The Compensation and Benefits Committee’s Charter is posted on the “Governance Documents” section of the “Investor Relations” page of Investors Bank’s website at www.investorsbank.com.

As noted in the Compensation and Benefits Committee Charter, the purpose of the committee is to assist the Board in carrying out the Board’s overall responsibility relating to executive compensation, incentive compensation and equity and non-equity-based benefit plans. The Compensation and Benefits Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Committee.

Role of Executive Officers

The Compensation and Benefits Committee is responsible for designing and approving our executive compensation program. When appropriate, the CEO and COO will provide the Committee with the information it needs to make well-informed and appropriate decisions. The CEO and COO participate in Committee meetings purely in an informational and advisory capacity and have no votes in the Committee’s decision-making process.  The CEO and COO do not attend portions of committee meetings during which their performance is being evaluated or their compensation is being determined.  The Compensation and Benefits Committee uses executive session to determine appropriate actions to be taken.

The Compensation and Benefits Committee will meet with the CEO and COO before establishing the incentive compensation performance metrics, including their respective weightings, and to review the progress towards the achievement of the pre-established corporate financial targets and individual performance goals related to our cash and equity incentive plans. Also, the Committee requires the CEO and COO to provide the Committee with performance assessments and compensation recommendations for each of the other NEOs, which are considered by the Compensation and Benefits Committee in arriving at its compensation determinations.

Role of Compensation Consultant

For 2020, the Compensation and Benefits Committee engaged Pearl Meyer as an independent compensation consultant to assist in its evaluation of Investors Bancorp’s executive compensation program and provide an annual competitive evaluation of the total compensation of the NEOs. Pearl Meyer reports directly to the Compensation and Benefits Committee and does not perform any other services to Investors Bancorp or Investors Bank. Pearl Meyer provided the Compensation and Benefits Committee with executive compensation

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benchmarking trends and external developments, and also provided input on Investors Bancorp and Investors Bank’s overall compensation program and monitored their short-term and long-term incentive plans for best practices and market competitiveness.

Before engaging a compensation consultant, the Compensation and Benefits Committee considers the independence of the compensation consultant, taking into account the following factors: (1) other services provided to Investors Bancorp by the compensation consultant; (2) fees paid by Investors Bancorp as a percentage of the compensation consultant’s total revenue; (3) policies or procedures maintained by the compensation consultant that are designed to prevent a conflict of interest; (4) any business or personal relationship of the compensation consultant or the individual compensation advisors employed by the firm with any member of the Compensation and Benefits Committee; (5) any Investors Bancorp common stock owned by the compensation consultant or the individual compensation advisors employed by the firm; and (6) any business or personal relationship of the compensation consultant or the individual compensation advisors employed by the firm with any executive officer of Investors Bancorp. In this regard, prior to an engagement, the Compensation and Benefits Committee requests and receives a report from a compensation consultant regarding its independence.  The Compensation and Benefits Committee concluded that Pearl Meyer was independent and had no conflicts of interest with respect to its engagement.

Market Comparison

For 2020, Pearl Meyer compared Investors Bancorp’s executive compensation program to peer group compensation data. Pearl Meyer provided the Compensation and Benefits Committee with relevant competitive cash and stock compensation information obtained from public disclosures of a selected peer group of 18 banking institutions to be used for evaluating 2020 compensation. These included banking institutions with assets of $20.1 billion to $51.6 billion at June 30, 2019, having an asset mix similar to Investors Bancorp and doing business primarily in the Northeast and Central regions of the United States. As of June 30, 2019, Investors Bancorp’s market capitalization was $3.0 billion compared to the peer average of $4.1 billion.  The average net interest income reported for the peers at the time of evaluation was $1.1 billion using the year ended December 31, 2018.  

Our peer comparator companies are reviewed by the Compensation and Benefits Committee for suitability and may be modified from year-to-year based on several factors, including significant changes and developments in the size, scope, business mix and financial condition of Investors Bancorp and each of the potential peer comparators. In addition, the Compensation and Benefits Committee considers the impact of completed mergers and acquisitions activity in our geographic region and relevant areas of competitive banking operations, as well as other publicly-announced business combinations within the broader banking industry. The Compensation and Benefits Committee also considers pertinent competitive industry knowledge and information provided by its compensation advisors and senior management.

2020 Peer Group

The group of companies approved by the Compensation and Benefits Committee for the evaluation of 2020 NEO compensation consisted of the 18 peer banking institutions identified below:

 

Associated Banc-Corp - WI

Old National Bancorp - IN

Sterling Bancorp - NY

BankUnited, Inc. - FL

PacWest Bancorp - CA

UMB Financial Corporation - MO

Commerce Bancshares Inc. - MO

People’s United Financial, Inc. - CT

Umpqua Holdings Corporation - OR

F.N.B. Corporation - PA

Pinnacle Financial Partners, Inc. - TN

Valley National Bancorp - NJ

Fulton Financial Corporation - PA

Prosperity Bancshares, Inc. - TX

Webster Financial Corporation - CT

IBERIABANK Corporation - LA

Signature Bank - NY

Wintrust Financial Corporation - IL

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While our executive compensation program is designed such that each NEO’s base salary, annual cash incentives and long-term equity compensation are commensurate with corporate and personal performance, Investors Bancorp has no formal policy that requires the compensation of the NEOs to attain any specific percentile position within our peer group. However, the Compensation and Benefits Committee carefully reviewed detailed comparative information provided by its compensation consultant regarding the cash and stock compensation of each NEO, which included (i) a detailed comparative study of the cash and stock compensation of the NEOs of the selected peer companies on a functionally position-matched basis and (ii) statistical median and average value of the detailed array of comparative executive compensation data for each element of NEO compensation.  This comparative compensation study also includes specific information regarding the cash and stock compensation provided to the non-employee Directors of each of the peer comparator companies.

Elements of Executive Compensation for 2020

The Compensation and Benefits Committee used a total compensation approach in establishing our elements of executive compensation, which consist of base salary, annual cash incentive awards, long-term incentive awards (such as stock option and restricted stock awards), a competitive benefits package and limited perquisites.

Base Salary

Base salary is the primary fixed component of our executive compensation package for our NEOs. Base salary levels for the NEOs are evaluated by the Compensation and Benefits Committee on an annual basis. In general, base salaries are reviewed considering the experience and market value of each NEO based on the competitive executive salary information furnished to the Compensation and Benefits Committee by its compensation consultant. Specifically, each NEO’s base salary level is determined by his sustained individual performance, leadership, operational effectiveness, tenure in office, experience in the industry and the employment market conditions in our geographical area.

For 2020, there were no base salary increases for our NEOs. The Compensation and Benefits Committee considered Investors Bancorp’s financial performance, and peer group and market-based industry salary data provided by the Committee’s compensation consultant for 2020, as well as the individual factors identified above.

The following table sets forth the salary earned by our NEOs for the calendar years ended December 31, 2020 and 2019:

 

Executive Officer

 

2020 Salary ($)

 

 

2019 Salary ($)

 

Kevin Cummings

 

 

1,075,000

 

 

 

1,075,000

 

Domenick A. Cama

 

 

725,000

 

 

 

725,000

 

Richard S. Spengler

 

 

465,000

 

 

 

465,000

 

Paul Kalamaras

 

 

450,000

 

 

 

450,000

 

Sean Burke

 

 

450,000

 

 

 

450,000

 

 

Executive Officer Annual Incentive Plan

Each of the NEOs participated in the Executive Officer Annual Incentive Plan in 2020. Each NEO’s annual cash incentive award opportunity is defined as a percentage of base salary. Award opportunities are linked to specific targets and range of performance results for both annual corporate financial performance and individual goals.

The Compensation and Benefits Committee believes that executive annual incentive compensation should be formally tied to the attainment of certain corporate financial targets and individual performance goals to align the executive’s performance with providing value for our stockholders. The corporate financial target for

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2020 was based on net income, earnings per share, return on average assets, loan quality and growth of core deposits. Individual goals represent 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 NEOs. 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. No award opportunities for our CEO and COO under the Executive Officer Annual Incentive Plan was linked to individual performance goals.

In many cases, these individual goals include personal accountability on the part of one or more NEO for critical performance with respect to standard banking industry and other public company metrics (e.g., deposit growth, efficiency ratio, loan delinquency and other such goals). In our view, individual goals have served to strengthen the effectiveness of our executive compensation program and continue to have a significant positive impact on our managerial performance. We believe that this incentive plan structure allows our NEOs 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.

The corporate financial targets and individual goals are established by the Compensation and Benefits Committee no later than 90 days after the commencement of the period of service to which the performance goal relates, but in no event after 25% of the performance period has elapsed, and in either case, so long as the outcome is substantially uncertain at the time that the goal is established. Such targets and goals are weighted in relation to the NEO’s position and duties. As corporate financial targets and/or individual performance goals exceed or fall short of achievement levels (which are established at Threshold, Target and Maximum Achievements), the actual amount paid under the plan will exceed or fall short of the targeted payment amount.

2020 Financial Performance – Incentive Achievement

Total assets decreased $675.6 million, or 2.5%, for the year ended December 31, 2020, driven primarily by a decrease of $895.6 million to net loans, partially offset by an increase of $192.0 million to securities. Our ongoing strategy is to continue to diversify our loan portfolio while maintaining a high level of asset quality. Our loan diversification strategy was impacted by the low interest rate environment that began in March 2020, which led to an acceleration of loan prepayments during 2020. As a result of our strategy, the low rate environment during 2020 and the effects of the COVID-19 pandemic, the decrease in our net loans was driven by a decline in residential loans of $1.02 billion and a decline in multi-family loans of $690.4 million. Net income increased by $26.1 million to $221.6 million for the year ended December 31, 2020.

Capital management continues to be a key component of our business strategy.  We continue to manage our capital through a combination of organic growth, stock repurchases, cash dividends and acquisitions. Effective capital management and prudent growth allows us to effectively leverage the capital from the Company’s public offerings, while being mindful of tangible book value for stockholders.  

Our total shareholder return for the year ended December 31, 2020 was negatively impacted by the COVID-19 pandemic.  For the year ended December 31, 2020, our total shareholder return was (6.7)% which was favorable when compared with our median peer total shareholder return of (10.1)%. During 2020, the Company paid cash dividends to stockholders of $0.48 per share totaling $119.7 million and repurchased $23.9 million of stock as part of our capital management strategy to manage capital through organic growth, stock repurchases, cash dividends and acquisitions.  

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The tables below highlight the Company’s 2020 performance as compared to either (i) the Company’s 2019 performance or (ii) the median 2020 performance of the Company’s peer group.  The 2020 peer group is defined above in the “Market Comparison” section of this Proxy Statement.

 

 

 

 

 

 

 

 

 

 

 

2020 Incentive Opportunity

The Compensation and Benefits Committee regularly evaluates the level of annual incentive compensation, including the annual incentive compensation opportunity available to each of our NEOs based on the Company’s growth and financial performance, as well as peer competitive compensation practices, and overall marketplace conditions. The Company’s objective is to continue to provide annual incentive opportunities that are commensurate with our annual financial and operational results, as well as each NEO’s personal contribution to those results.  

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For 2020, the Compensation and Benefits Committee established the following range of annual cash incentive award opportunities for Threshold, Target and Maximum Achievements as a percentage of base salary:

 

Executive Officer

 

Threshold(1)

 

 

Target(1)

 

 

Maximum(1) 

 

Kevin Cummings

 

 

87.5%

 

 

 

131.3%

 

 

 

175.0%

 

Domenick A. Cama

 

 

70.0%

 

 

 

105.0%

 

 

 

140.0%

 

Richard S. Spengler

 

 

52.5%

 

 

 

78.8%

 

 

 

105.0%

 

Paul Kalamaras

 

 

52.5%

 

 

 

78.8%

 

 

 

105.0%

 

Sean Burke

 

 

52.5%

 

 

 

78.8%

 

 

 

105.0%

 

 

(1)

Assumed 50%, 75% and 100% achievement of all individual goals at Threshold, Target and Maximum, respectively.

For 2020, the Compensation and Benefits Committee weighted each NEO’s annual cash incentive award opportunity (as a percentage of the total award opportunity) with respect to the corporate financial target and individual goals as follows:

 

Executive Officer

 

Corporate

Financial

Targets

 

 

Individual

Goals

 

Kevin Cummings

 

 

100%

 

 

 

0%

 

Domenick A. Cama

 

 

100%

 

 

 

0%

 

Richard S. Spengler

 

 

40%

 

 

 

60%

 

Paul Kalamaras

 

 

30%

 

 

 

70%

 

Sean Burke

 

 

60%

 

 

 

40%

 

Corporate Financial Targets

For our NEOs, the corporate financial targets were (i) earnings per share, (ii) return on average assets, (iii) loan quality as measured by the percentage variance between our commercial loan delinquency and our peers and (iv) growth of core deposits with a cost of funds below 0.50%.  For employees other than our NEOs, the Company’s corporate financial target for 2020 was net income.  In addition, for all employees including our NEOs, the Company had to achieve net income at a level equal to or greater than 75% of the net income goal at target for 2020 for any incentive to be paid, including incentives related to individual goals.  

The Compensation and Benefits Committee established the following Threshold, Target and Maximum achievement levels for the corporate financial targets:

 

Metric

 

Threshold

50% Payout

 

 

Target

75% Payout

 

 

Maximum

100% Payout

 

Net income (in millions)

 

$

205

 

 

$

225

 

 

$

245

 

Earnings per share

 

$

0.86

 

 

$

0.94

 

 

$

1.02

 

Return on average assets

 

0.76%

 

 

0.83%

 

 

0.91%

 

Loan quality

 

10.00%

 

 

7.00%

 

 

5.00%

 

Core deposit growth (in millions)

 

$

200

 

 

$

300

 

 

$

400

 

 

The net income goals at threshold, target and maximum were higher than the corresponding net income goals for 2019. Both the Target and Maximum goals were set to exceed the 2019 net income achievement.

 

For Messrs. Cummings and Cama, the corporate financial targets were weighted as earnings per share (40%), return on average assets (40%), loan quality (10%) and core deposit growth (10%).  For Messrs. Spengler, Kalamaras and Burke, the corporate financial targets were weighted as earnings per share (50%) and return on average assets (50%).  

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Individual Goals

The individual goals established by the Compensation and Benefits Committee were aligned with each NEO’s area of responsibility at Investors Bancorp and related to the successful implementation of our strategic initiatives. For 2020, Messrs. Cummings’ and Cama’s incentive opportunities were entirely based on corporate financial targets. Messrs. Spengler’s, Kalamaras’ and Burke’s individual goals were related to the following:

 

Mr. Spengler’s individual goals included loan delinquencies to remain within a range of variances to our peer group.  In addition, specific metrics were established with a range of attainment between threshold and maximum for loan growth, deposit growth for lending customers and treasury management fees.

 

Mr. Kalamaras’ individual goals included implementing enhanced cloud security technology, supporting key strategic business initiatives and enhancing the risk appetite statement.

 

Mr. Burke’s individual goals were related to the development of the strategic plan, enhancing profitability and loan pricing reporting, enhancing shareholder and investor engagement, and the development of a departmental training program.

2020 Incentive Achievement

For 2020, the net income utilized for evaluation of the corporate goal achievement was $234.0 million, which was between the Target and Maximum achievement levels. In determining net income for 2020, the Compensation and Benefits Committee made adjustments due to events that were considered extraordinary, unusual or non-recurring, as contemplated by our Incentive Plan. Specifically, these adjustments were due to the cost of early extinguishment of wholesale funding, the gain on sale-leaseback transactions, branch rationalization costs and acquisition-related expenses. The branch rationalization costs were related to the consolidation of ten branch offices to occur in 2021.  The Company expects these branch consolidations will improve its operating efficiency and increase its financial performance going forward.  The adjustments were as follows:

 

($ in millions)

 

Net Income

EPS

Reported

 

$

221.6

$0.94

Cost of early extinguishment of wholesale funding

 

 

24.1

0.10

Gain on sale-leaseback, net

 

 

(22.8)

(0.10)

Branch rationalization costs

 

 

11.7

0.05

Acquisition-related expenses

 

 

3.6

0.02

Tax impact

 

 

(4.2)

(0.02)

Adjusted

 

$

234.0

$0.99

 

Adjusted ROAA was 0.87% for 2020.  Below is the percentage achievement for each of the corporate financial targets.  Both EPS and ROAA were achieved between Target and Maximum and both loan quality and core deposit growth were achieved at the Maximum level.  

 

 

 

EPS

(adjusted)

 

 

ROAA

(adjusted)

 

 

Loan Quality

 

 

Core Deposit Growth

 

Achievement

 

 

90.6

%

 

 

87.5

%

 

100%

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Officer

 

EPS

Weighting

 

 

ROAA

Weighting

 

 

Loan Quality

Weigh