TransactionsPROPOSAL 1: Approval of the Sandy Spring Bancorp, Inc.

Employee Stock Purchase Plan, as Amended and Relationships with ManagementRestated

DirectorsWe maintain the Sandy Spring Bancorp, Inc. Employee Stock Purchase Plan, which was most recently amended and officersrestated effective November 1, 2020 (the “ESPP”), subject to Company shareholder approval. The ESPP is a benefit that we make broadly available to our employees that allows them to purchase shares of Company common stock (“Common Stock”) at a discount. The Company has maintained an employee stock purchase plan since 2001. We are asking shareholders to approve the ESPP at the Special Meeting so that we may continue to use the ESPP to assist us in recruiting, retaining and motivating qualified personnel who help us achieve our business goals, including creating long-term value for shareholders. In addition, shareholder approval will continue to qualify the ESPP as an employee stock purchase plan under Section 423 of the Company obtain banking productsInternal Revenue Code of 1986, as amended (“Code”), which affords special tax treatment to plan participants.

Proposed Amendment and servicesRestatement

The Company’s Board adopted the ESPP to be effective November 1, 2020, subject to shareholder approval at the Special Meeting. The proposed amendment and restatement would (i) increase the maximum number of shares of Common Stock remaining available for future issuance under the ESPP by 700,000 shares, (ii) extend the term, which otherwise expires on June 30, 2021, so that the ESPP will continue until terminated by the Board in its discretion, (iii) change the frequency of purchases from Sandy Spring Bankmonthly to quarterly, and (iv) make certain other administrative changes. The purpose of the amendment and restatement is to ensure that we are able to continue to provide all current and new employees interested in participating in the normalESPP with the opportunity to do so.

If shareholders approve this proposal, the total number of shares authorized and ordinary coursereserved for issuance under the ESPP will be 1,000,000 shares. However, if this proposal is not approved by shareholders, the total number of business. Such services may include butshares authorized and reserved for issuance under the current employee stock purchase plan will remain at 300,000, of which approximately 24,472 remain available for issuance as of August 31, 2020, and the plan will expire on June 30, 2021. Based on our current forecasts and estimated participation, if the ESPP is approved, it is anticipated that the ESPP will run out of available shares within approximately seven years. In the event that more shares are required for the ESPP in the future, the prior approval of our shareholders will be required.

As of August 31, 2020, the closing price of our Common Stock on the Nasdaq Stock Market was $23.92 per share.

Background

The Company’s Board first adopted an employee stock purchase plan in 2001. When that plan expired in 2011, it was replaced with the 2011 Employee Stock Purchase Plan. The ESPP amends and restates the existing plan.

Summary of the ESPP

The principal features of the ESPP are summarized below. The following summary of the ESPP does not limitedpurport to deposit accounts, loans, trust services, asset management, and insurance for personal or business needs. These products and services are provided on substantiallybe a complete description of all of the same terms, including interest rates and collateral on loans, as those prevailing atprovisions of the same time for comparable transactions with persons not relatedESPP. It is qualified in its entirety by reference to the Company andcomplete text of the Bank. In the opinion of management, these transactions do not involve more than the normal risk of collectability or present other unfavorable features.ESPP, which has been attached as Appendix A to this proxy statement.

Related party transactions involving executive officers or directors, as defined in Item 404 of SEC Regulation S-K, are subject to review by the board. As required by federal regulations, extensions of credit by the Bank to directors and executive officers are subject to the procedural and financial requirements of Regulation OPurpose. The purpose of the Board of Governors of the Federal Reserve System, which generally require advance approval of such transactions by disinterested directors. Extensions of creditESPP to directors or officersprovide eligible employees of the Company and Bankits participating subsidiaries with a means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees’ sense of participation in the affairs of the Company, and to provide an incentive for continued employment.

Administration. The ESPP is administered by the Compensation Committee of the Board (the “Committee”). The Committee has the full authority to adopt administrative rules and procedures and to interpret the provisions of the ESPP. To carry out the purpose of the ESPP, the Committee has appointed a third-party administrator. The administrator is responsible for executing the procedures established by the Committee and keeping adequate and accurate records for participants. All costs and expenses incurred in plan administration are paid by the Company without charge to participants. Participants are responsible for all costs associated with the shares purchased through the ESPP after the shares are delivered to the participants.

Eligibility and Participation. All employees of the Company and its affiliates are eligible to participate in the ESPP, except those employees who have been employed less than three months, employees who regularly work less than 20 hours per week, employees who customarily work no more than five months per year, and any employee who owns 5% or more of the total combined voting power or value of all classes of stock of the Company. An eligible employee may participate in the ESPP only by means of payroll deductions.

A participant’s right to purchase Common Stock may not accrue at a rate that exceeds $25,000 in fair market value of Common Stock (determined as of the offering date) for each calendar year in which the purchase option is outstanding.  

Offering Dates and Offering Periods. Effective November 1, 2020, the ESPP will have a series of consecutive offering periods, each of which will be three months in duration, beginning each February 1^st, May 1^st, August 1^st, and November 1^st. The Committee will have the authority to change the duration, frequency, start and end dates of offering periods. The offering date will be the first trading day in an offering period.

Purchase Date. Common Stock will be purchased on the last trading day of each offering period.

Purchase Price. The purchase price of the Common Stock acquired on each purchase date will be 0.85 multiplied by the lesser of (i) the fair market value of a share of Common Stock on the offering date of the offering period or (ii) the fair market value of a share of Common Stock on the purchase date. The number of whole shares of the Common Stock a participant purchases in each offering period is determined by dividing the total amount of the participant’s contributions during that offering period by the purchase price, subject to approval by the disinterested membersapplicable share limits.

Payroll Deductions and Stock Purchases. Each participant may authorize periodic payroll deductions in any multiple of 1% to 10% of their eligible compensation. The accumulated deductions will be applied on each purchase date to purchase shares of Common Stock at the purchase price in effect for that purchase date. For purposes of the Risk Committee perESPP, eligible compensation means gross compensation for the terms of Regulation Orelevant pay period, including overtime pay, but excluding all bonuses, severance pay, extraordinary pay, expense allowances or reimbursements, imputed income, moving expenses and Bank policy. If total exposure to an officer or director exceeds $500,000, extensions of credit to that officer or director are subject to approval by all disinterested directors on the board.

Related party transactions as defined in Item 404 (generally, any financial transactions, arrangements, or relationships, regardless of dollar amount, other than extensions of credit and bank deposits) are subject to review by the independent directors with the affected director not present or voting. Effective as of December 29, 2017, the Company entered into an agreement with Shaza L. Andersen setting forth entitlements under her employment agreement with WashingtonFirstincome in connection with her termination of employment with WashingtonFirst and her service as a non-employee director of and consultant to the Company. This agreement was approved by the board of directors and filed with the SEC as an exhibit to Form 8-K on January 2, 2018.equity-based awards.

Termination of Employment. Termination of a participant’s employment for any reason, including death, disability or retirement, immediately terminates the participant’s participation in the ESPP. In such event, the contributions credited to the participant’s account will be returned without interest.

Withdrawal. A participant may withdraw from the ESPP at any time in accordance with the procedures, and prior to the deadline, specified by the administrator. Once a participant’s request for withdrawal becomes effective, no further payroll deductions will be collected from the participant and any outstanding purchase options will be cancelled. The participant may choose to be refunded accumulated deductions or allow funds to be used to purchase Common Stock on the purchase date. A participant’s withdrawal will be irrevocable and will require the participant to re-enroll in the ESPP in order to purchase shares in subsequent offering periods.

Shareholder Rights. No participant will have any shareholder rights with respect to the shares covered by an option until the shares are actually purchased on the participant’s behalf. Unless otherwise elected by a participant, all dividends paid on shares of Common Stock held in the ESPP will be reinvested.

Holding Period. The Committee may permit or require that shares purchased under the ESPP be deposited in the name of the participant with a broker designated by the Company and may require that the shares be retained with such broker for a specified period of time.

Non-Transferability. Rights to purchase shares may not be assigned or transferred by a participant, except by will or laws of inheritance following a participant’s death.

Adjustments; Certain Transactions. The number of shares that may be purchased pursuant to the ESPP is subject to adjustment in the event of a change in Common Stock as a result of a stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or other similar change. Upon any such event, the maximum number of shares that may be subject to any option, the number and purchase price of shares subject to options outstanding under the ESPP, and/or the consideration to be received upon exercise of each option will be appropriately adjusted by the Committee. In the event of a merger, consolidation, or certain other corporate transactions, each outstanding purchase option will be assumed or an equivalent purchase option substituted by the successor corporation. If the successor corporation refuses to assume or substitute the purchase option, the offering period with respect to outstanding purchase options will be shortened by setting a purchase date prior to the date of the corporate transaction.

Amendment and Termination. The Committee may, in its sole discretion, amend, suspend or terminate the ESPP at any time and for any reason. If the ESPP is terminated, the Committee may elect to terminate all outstanding offering periods either immediately or once shares of Common Stock have been purchased on the next purchase date (which may, in the discretion of the Committee, be accelerated) or permit offering periods to expire in accordance with their terms.

New Plan Benefits

The benefits to be received by executive officers and employees of the Company and its affiliates as a result of the proposed ESPP are not determinable, since the amounts of future purchases by participants are based on elective contributions.

For illustrative purposes only, the following table sets forth: (i) the number of shares that were purchased in 2019 under the existing employee stock purchase plan and (ii) the weighted average price per share paid for such shares by the current executive officers as a group and all other employees who participated in the plan as a group. Non-employee directors are not eligible to participate in the ESPP.

Summary of U.S. Federal Income Tax Consequences

The following is a brief summary of the effect of U.S. federal income taxation upon the participant and the Company with respect to the shares purchased under the ESPP. This summary does not purport to be complete, and does not discuss the income tax laws of any state or foreign country in which the participant may reside or the gift, estate or any tax law other than U.S. federal income tax law. Because individual circumstances may vary, the Company advises all participants to consult their own tax advisor with respect to the tax implications of participation in the ESPP.

The ESPP is intended to be an employee stock purchase plan within the meaning of Section 423 of the Code. Under an employee stock purchase plan that qualifies under Section 423 of the Code, no taxable income will be recognized by a participant, and no deductions will be allowable to the Company, upon either the grant or the exercise of the purchase option. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the ESPP or in the event the participant should die while still owning the purchased shares.

If the participant sells or otherwise disposes of the purchased shares within two years after the start date of the offering period in which the shares were acquired or within one year after the actual purchase date of those shares, then the participant generally will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and the Company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs in an amount equal to such excess. The amount of this ordinary income will be added to the participant’s basis in the shares, and any resulting gain or loss recognized upon the sale or disposition will be a capital gain or loss. If the shares have been held for more than one year since the date of purchase, the gain or loss will be long-term.

If the participant sells or disposes of the purchased shares more than two years after the start date of the offering period in which the shares were acquired and more than one year after the actual purchase date of those shares, then the participant generally will recognize ordinary income in the year of sale or disposition equal to the lesser of (a) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for those shares, or (b) 15% of the fair market value of the shares on the start date of that offering period. Any additional gain upon the disposition will be taxed as a long-term capital gain. Alternatively, if the fair market value of the shares on the date of the sale or disposition is less than the purchase price, there will be no ordinary income and any loss recognized will be a long-term capital loss. The Company will not be entitled to an income tax deduction with respect to such disposition.

If the participant still owns the purchased shares at the time of death, the lesser of (i) the amount by which the fair market value of the shares on the date of death exceeds the purchase price or (ii) 15% of the fair market value of the shares on the start date of the offering period in which those shares were acquired will constitute ordinary income in the year of death.

Vote Required and Board of Directors’ Recommendation

Approval of this proposal requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors recommends a vote “FOR” the approval of the Sandy Spring Bancorp, Inc.

Employee Stock Purchase Plan, as Amended and Restated

Executive Compensation Discussion and Analysis

The following compensation discussion and analysis is intended to provide shareholders with(“CD&A”) provides a detailed description of the Company’s executive compensation philosophy, components, and the factors used by the Compensation Committee (or “committee” within this section) for determining executive2019 compensation for the Company’s named executive officers, as identified by the Company pursuant to the rules of the Securities and Exchange Commission. This discussion should be read in conjunction with the compensation tables and accompanying narrative that can be found starting on page 28.19. For 2017,2019, the named executive officers were:

Executive Summary

The executive compensation programSandy Spring Bancorp, Inc. (the “Company”) is designed to be consistent withheadquartered in the suburban Washington, D.C. town of Olney, Maryland and is the holding company for Sandy Spring Bank, a premier community bank in the greater D.C. region. With over 60 locations in Maryland, Virginia, and the District of Columbia, we offer a broad range of commercial and retail banking services, mortgages, private banking, and trust services throughout central Maryland, Northern Virginia, and the District of Columbia. Through our compensation philosophy, to support long-term growth, to reward performance,subsidiaries Sandy Spring Insurance Corporation, West Financial Services, Inc., and to be competitive among our peers.Rembert Pendleton Jackson, we also offer a comprehensive array of insurance and wealth management services.

20172019 Business Highlights

2019 was the fifth consecutive year of record earnings for the Company Performance Highlightsand included many important strategic events. Net income for the year was $116.4 million, or $3.25 per diluted share, compared to $2.82 million in 2018, a 15% increase. Return on average assets grew to a strong 1.39% from 1.27% in 2018, and return on average tangible common equity increased to 15.68% from 14.60% in 2018. Non-interest income grew 17% in 2019 primarily driven by 107% increase in fees from mortgage banking activity and assisted by a 6.5% increase in wealth management income.

Excellent deposit growth in 2019 improved liquidity, permitted a 38% reduction in wholesale deposits, a 39% reduction in borrowings, and period end growth of 9% compared to the end of 2018. Loan growth was a modest 2% over 2018 as the 7% growth in commercial loans was offset by the sale of mortgage loans and increased mortgage refinance activity. Non-performing loans were 0.62% of total loans as of December 31, demonstrating sound asset quality.

On September 23, 2019, the Company signed a definitive agreement to acquire Revere Bank, a strong in-market commercial bank with $2.8 billion in assets. This transaction closed effective April 1, 2020, bringing the Company’s total assets to approximately $11.8 billion.

On November 6, 2019, the Company reached an agreement to acquire Rembert Pendleton Jackson, an investment and financial advisory firm with an excellent reputation in Northern Virginia. This transaction closed effective February 1, 2020 bringing total assets under management for all wealth management businesses to over $4.5 billion.

Also in the fourth quarter of 2019, the Company successfully issued $175 million in subordinated debt at an advantageous rate. The debt provided capital to support future growth and the redemption of existing higher priced funding sources.

2019 Executive Compensation Elements

The compensation elements for 2019 included base salary, short-term incentive, long-term incentive (equity) and a deferred cash bonus as shown in the following table and described further herein. These elements did not change materially in 2019.

2017 ExecutiveTarget Compensation DecisionsMix

The Compensation Committee began its work on executive compensation for 2017 by reviewing the established compensation philosophy, the Company’s 2016 financial performance and the goals and objectives set forth in the 2017 financial plan. The committee took the following actions:

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The committee approved the 2017 criteria for the Executive Incentive Retirement Plan (“EIRP”) based on return on average assets compared to a defined group of peer banks. The resulting deferred cash contributions for the executive participants were 9.375% of base salary for Mr. Schrider and 7.50% for the other named executive officers.

“Say On Pay” Vote and Shareholder Alignment

On May 3, 2017,April 24, 2019, shareholders were asked to votevoted on a non-binding resolution to approve the compensation for the named executive officers, commonly referred to as a “Say on Pay” vote. The resolution was approved with an affirmative vote of 96.82%,97% of votes cast, which reflects a strong vote of confidence in our executive compensation program and practices.

The committee consistently utilizes the following practices to ensure executive compensation is aligned with shareholder interests:Executive Compensation Practices

Executive Compensation Philosophy

The Compensation Committee of the board is committed to rewarding executive management for the Company’s performance achieved through planning and execution. Therefore, the committee has developed a philosophy that identifies three guiding principles to properly structure and design elements of executive compensation. In short, executive compensation philosophy has several objectives:should be aligned, balanced, and rewarding.

Aligned - Executive compensation must be aligned with the Company’s strategic objectives, which state that the Company will earn independence by creating franchise and shareholder value. In order to align compensation to this strategy, a significant portion of total compensation is tied to Company performance, both absolute and relative.

Compensation must also be aligned with the competitive markets in order to attract and retain the talent, skills, and experience needed in executive management. The committee works with an independent compensation consultant to receive periodic analyses that benchmark compensation with market trends and practices.

Finally, compensation must align the interests of executives with those of shareholders to ensure that management will be rewarded for increasing shareholder value. To accomplish this, a significant portion of total compensation is in the form of equity.

Balanced - Executive compensation must balance a number of factors. Compensation should have a proper mix of fixed and variable elements, compensation arrangements should use multiple performance measures for balanced achievement, awards should balance short and long-term results with short and long-term career objectives, including retirement, and compensation must always balance risk with reward so as not to encourage excessive risk-taking.

Rewarding - Executive compensation must provide the means to attract, motivate, and retain the caliber of talent and leadership needed to support the Company’s long record of growth and profitability. Compensation arrangements should motivate executives to work collaboratively and creatively to generate a high-level of synergistic performance by and among the officers and employees.

To protect shareholders’ interests, the Committee is also committed to ensuring that rewards are not excessive or paid to the Company’s detriment. Consequently, compensation arrangements incorporate devices such as triggers, thresholds, and maximums, and the board has adopted a “clawback” policy in the event of an accounting restatement. In addition, the committee periodically conducts a risk analysis to ensure that compensation programs do not reward excessive risk-taking.

The committee strives tobelieves this philosophy will ensure the executives have a market-driven level of base compensation and benefits, with the opportunity for significant short and long-term rewards tied to performance and shareholder value. See Elements of Compensation on page 2113 for information on how the committee allocates compensation to further the Company’s compensation philosophy.

Factors for Determining Compensation

Goal Setting for Compensation Purposes

On an annual basis, the board of directorsBoard approves the Company’s annual financial plan. This plan is designed to support a multi-year strategic plan by setting annual targets for achievement that support the long-term objectives expressed in the strategic plan. Once the annual financial plan is approved by the board of directors, theBoard, performance measures and targets for incentive-based compensation are derived from the financial plan. Mr. Schrider and Mr. Mantua report on the Company’s performance to the board of directorsBoard at each regularly scheduled board meeting.

Peer Group Benchmarking

A critical element of the Company’s compensation philosophy is a comparative analysis of the compensation mix and levels relative to a peer group of publicly traded, commercial banks. This analysis is a key driver of specific compensation decisions for the named executive officers and ensures proper alignment between our performance and compensation programs relative to peers, thus enabling the Company to attract and retain executive talent through competitive compensation programs.

Each year the committee reviews the peer group to determine if adjustments are necessary. For 2017,2019, the committee selected publicly-traded commercial banks with assets between approximately $3.0$4 to $8.5$17.0 billion in 2016 and2018 from the Mid-Atlantic region plus Virginia, West Virginia, North Carolina, Massachusetts, and Ohio. The median asset size of the peer group was $4.9$8.2 billion, which placedplacing the Company at the 4855^th percentile in asset size at the time.percentile. Peer proxy data was also supplemented with survey data from national banking surveys. The 20172019 peer group included the following 21 banks, of which 1416 were used the previous year:

Committee Discretion and Final Compensation Decisions

The committee retains the discretion to decrease all forms of incentive payouts based on significant individual or Company performance shortfalls. The committee also retains the discretion to increase awards or consider special awards for significant performance or due to subjective factors, or exclude extraordinary non-recurring results.

After the announcement of the merger with WashingtonFirst on May 16, 2017, Mr. Schrider recommended and For 2019, the committee approved the exclusion of merger costsM&A expenses and expenses related to branch closures when calculating the 2017 annual cash incentive award paid to executives discussed further on page 22. The committee agreed that neither the merger nor the related branch closures were includedimpact of issuing $175 million in subordinated-debt in the formulationcalculation of the target levelsannual short-term incentive, neither of which were contemplated in the corporate goals.2019 financial plan at the time it was approved.

Elements of Compensation

ElementsBase Salary - Base salary is the fundamental element of Compensationexecutive compensation. The committee reviews salaries in March in conjunction with annual performance appraisals for the preceding year. In determining base salaries, the committee considers the executive's qualifications and experience, scope of responsibilities, the goals and objectives established for the executive, and the executive's past performance. The committee seeks to pay a base salary, commensurate with the individual’s experience and performance, at market competitive levels. Mr. Schrider recommended base salaries for executive officers other than himself, and the committee deliberated on Mr. Schrider’s salary. The resulting salary adjustments, shown below, were effective March 25, 2019.

Name		Prior Base Salary				Amount of Increase				New Base salary is the fundamental element of executive compensation, and the committee reviews salaries in March in conjunction with annual performance appraisals for the preceding year. In determining base salaries, the committee considered the executive's qualifications and experience, scope of responsibilities, the goals and objectives established for the executive, and the executive's past performance. The committee seeks to pay a base salary commensurate with the individual’s experience and performance, and relative to market. Mr. Schrider recommended base salaries for executive officers other than himself, and the committee deliberated on Mr. Schrider’s salary. The resulting salary increases, effective March 26, 2017, are shown in the following table. Name   Base Salary     Amount of  Increase     New Base  Salary     Percent  Increase   Daniel J. Schrider   $ 598,800     $ 12,000     $ 610,800       2.00 % Philip J. Mantua   $ 340,000     $ 13,000     $ 353,000       3.82 % Joseph J. O’Brien, Jr.   $ 358,000     $ 22,000     $ 380,000       6.15 % R. Louis Caceres   $ 335,000     $ 11,000     $ 346,000       3.28 % Ronald E. Kuykendall   $ 280,000     $ 9,000     $ 289,000       3.21 % Salary Percent Increase   21 Short-Term Incentive Compensation The annual incentive plan is a short-term, cash compensation plan designed to recognize and reward participants for their success in achieving specific Company goals. In 2017, the performance measures were tied directly to the Company’s 2017 financial plan and were selected because they contribute to the long-term viability of the Company; develop immediate and future revenue; and build the Company’s general franchise value. The goals have been consistent in recent years, and reflect the committee’s intention to reward performance based on core operating metrics. The committee also believes that multiple goals provide a balanced approach that discourages excessive risk-taking by participants, all of which is consistent with our compensation philosophy. Each corporate goal was assigned a “threshold” or minimum performance level, a “target” level of performance, and a “maximum” level at which the award opportunity was capped. For achievement of threshold level, each executive participant would earn 50% of his or her respective target opportunity. Achievement of the target performance level would earn the target award, and achievement at or above the maximum performance level would earn 150% of the target opportunity. Results for any goal that falls between performance levels would be interpolated to calculate a proportionate award. Generally speaking, target levels were based on the planned or expected performance for the year that would support the Company’s strategic plan. Threshold levels represented a minimum level of acceptable improvement over the prior year while the maximum was set at a proportionate stretch level that would be potentially attainable under ideal conditions. A relative weight was assigned to each goal to prioritize importance. Finally, the committee established a minimum performance trigger of 90% of planned net income, which must be achieved before any incentives could be paid. The corporate goals selected for 2017 include two non-GAAP measures: pre-tax, pre-provision net income and a traditional efficiency ratio. Management believes that these measures focus on the core operating results of the Company and provide a meaningful comparison of performance from year to year. A full discussion regarding the use of these non-GAAP measures may be found in the Annual Report on Form 10-K for the year ended December 31, 2017. After the announcement of the definitive agreement with WashingtonFirst on May 16, 2017, the committee met and considered a recommendation from Mr.
Daniel J. Schrider to exclude the merger costs realized in 2017 and branch closure expenses that were also related to the overall branch strategy in view of such a significant acquisition. The recommendation was based on the premise that the 2017 financial plan, on which the corporate goals were based, only included organic growth. In addition, the acquisition was expected to close late in the year thereby generating merger-related expenses without realizing any offsetting revenue. The committee approved the exclusions recommended by Mr. Schrider. The committee reviewed the results for the established goals, adjusted for the exclusions noted above, before exercising its authority to approve the cash payments to the executives on February 7, 2018. The committee first determined that the trigger net income level was surpassed permitting awards to be paid. The committee then reviewed the actual performance to the goals as set forth below. To calculate the payment level, the weight for each goal was multiplied by the level of achievement for that goal. The sum of all payment levels equaled 111.23%		$	725,000			$	25,000			$	750,000				3.4	%
Philip J. Mantua		$	390,000			$	16,000			$	406,000				4.1	%
Joseph J. O’Brien, Jr.		$	425,000			$	30,000			$	455,000				7.1	%
R. Louis Caceres		$	380,000			$	12,000			$	392,000				3.2	%
Aaron M. Kaslow(1)										$	350,000

⁽¹⁾ Mr. Kaslow was hired on July 22, 2019.

Short-Term Incentive Compensation - The Executive Team Incentive Plan (“ETIP”) is a short-term, cash compensation plan designed to recognize and reward participants for their success in achieving specific Company goals and paid under the 2015 Omnibus Incentive Plan, which was approved by shareholders. In 2019, the performance measures tied directly to the Company’s 2019 financial plan and were selected because: they contribute to the long-term viability of the Company, develop immediate and future revenue, and build the Company’s general franchise value.

In 2019, the committee approved five corporate goals with the intention to reward performance based on core metrics that drive revenue and profitability. The committee believes that multiple goals provide a balanced approach and discourage excessive risk-taking by participants, all of which is consistent with our compensation philosophy.

Each corporate goal was assigned a “threshold” or minimum performance level, a “target” level of performance, and a “stretch” or maximum level at which the award opportunity was capped. For achievement of the threshold performance level, each executive participant would earn 50% of his or her respective target opportunity. Achievement of the target performance level would earn the target award, and achievement at or above the stretch performance level would earn 150% of the target opportunity. Actual results for any goal that falls between performance levels would be interpolated to calculate a proportionate award.

Target performance levels were based on an aggressive financial plan for the year that was intended to reflect high-performance among peers. Threshold performance represented a minimum level of acceptable improvement over the prior year, while the stretch performance level was set at a level that would be potentially attainable under ideal conditions. A relative weight was assigned to each goal to prioritize importance and relative contribution. The committee established a minimum performance trigger of 90% of planned net income to be achieved before any incentives could be paid.

The corporate goals selected for 2019 included a non-GAAP measure: a traditional efficiency ratio. Management believes that this measure focuses on the core operating results of the Company and provides a meaningful comparison of performance from year to year. A full discussion regarding the use of non-GAAP measures may be found in the Annual Report on Form 10-K for the year ended December 31, 2019.

The committee reviewed the results for the established goals before exercising its authority to approve the cash payments to the executives on February 11, 2020. The committee first determined that the trigger net income level was surpassed, permitting awards to be paid. The committee then reviewed the actual performance to the goals as set forth below. To calculate the payment level, the weight for each goal was multiplied by the level of achievement for that goal. The sum of all payment levels equaled 93.6217% of target. For 2019, the committee approved the exclusion of M&A expenses and the impact of issuing $175 million in subordinated-debt in the calculation of the annual short-term incentive, neither of which were contemplated in the 2019 financial plan at the time it was approved.

The performance measures, respective weights, and actual performance levels for 2019 were: