UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

Filed by the Registrant x☒

Filed by a Party other than the Registrant ¨☐

Check the appropriate box:

SANDY SPRING BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MEETING AGENDA

   THERE WILL BE NO PHYSICAL LOCATION FOR THE ANNUAL MEETING

In support of the health and safety of our shareholders and employees, we will hold our annual meeting this year solely by means of remote communication via webcast at https://meetnow.global/MMYUPAD. You will be able to attend and participate in the virtual annual meeting online, vote your shares electronically, and submit questions prior to and during the meeting. If you plan to attend the annual meeting virtually, please review the information on attendance procedures on page 59 of this proxy statement.

   YOUR VOTE IS VERY IMPORTANT

Please submit your proxy as soon as possible by internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting. Instructions for voting by internet or telephone can be found on your proxy card or voting instruction form.

By order of the Board of Directors,

Aaron M. Kaslow

General Counsel & Secretary

April 6, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2022

This proxy statement and the 2021 Annual Report on Form 10-K are available at www.envisionreports.com/sasr.

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote your shares. Please read the entire proxy statement before voting. For information about our company’s performance, please review our 2021 Annual Report on Form 10-K.

You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares during the 2022 annual meeting of shareholders. Notice of our annual meeting and this proxy statement were first sent or made available to shareholders on April 6, 2022.

2022 ANNUAL MEETING INFORMATION

For additional information about our annual meeting, see “Information about the Meeting” on page 59.

There will be no physical location for the annual meeting. Shareholders may attend, vote and ask questions at the meeting only by logging in at https://meetnow.global/MMYUPAD. Registered shareholders will be required to enter a control number, which can be found on your Notice of Internet Availability, proxy card, electronic notification or voting instructions included with your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, see page 59 for information regarding how to vote your shares during the meeting. If you do not have a control number, you may still attend the meeting as a guest, but you will not be able to vote your shares during the meeting.

VOTING MATTERS AND BOARD RECOMMENDATIONS

NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

Wednesday, April 25, 2018, 10:00 a.m.

Company Headquarters - Willard H. Derrick Building

17801 Georgia Avenue, Olney, MD 20832

The 2018 annual meeting of shareholders of Sandy Spring Bancorp, Inc., will be held as indicated above for the purpose of considering:

HOW TO VOTE YOUR SHARES

Your vote is important. You may vote if you were a shareholder on March 9, 2022. Whether or not you plan to attend the virtual annual meeting, please cast your vote as promptly as possible using one of these methods:

The board of directors established February 28, 2018, as the record date for this meeting. Shareholders of recordBOARD OF DIRECTORS

Ages as of the close of business on that date are entitled to receive this notice of meeting03/09/2022    E&G = Executive and vote their shares at the meeting and any adjournments or postponements of the meeting.Governance

BOARD COMPOSITION

Your vote is very important. The board urges each shareholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting, as described on the card. If you choose to attend the meeting, you may withdraw your proxy and vote in person.

GOVERNANCE HIGHLIGHTS

	By order of the board of directors,
	Ronald E. Kuykendall
	General Counsel & Secretary
Olney, Maryland
March 14, 2018

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS

37BOARD DIVERSITY

Our Board values diversity (inclusive of gender, race and ethnicity) and seeks to include directors with a broad range of backgrounds, professional experience, perspectives and skills. In compliance with Nasdaq Listing Rules, the following chart shows the diversity of the Board:

DIRECTOR SKILLS

Sandy Spring Bancorp, Inc.

Proxy Statement

Our directors bring a balance of skills, qualifications and experience to their oversight of our company, as shown in the matrix below. The board of directors of Sandy Spring Bancorp, Inc., has furnished this proxy statementmatrix identifies certain skills, qualifications and experience that the Board believes are relevant to youour business. A director may possess other skills, qualifications and experience not indicated in connection with the solicitation of proxiesmatrix that may be relevant and valuable to be used at the 2018 annual meeting of shareholders (“annual meeting”) or any postponement or adjournment of the meeting. The notice of annual meeting is being first mailedtheir service on or about March 14, 2018 to shareholders of record as of the close of business on the record date. In this proxy statement, the “Company,” “Bancorp,” “we,” “our” or similar references mean Sandy Spring Bancorp, Inc., and its subsidiaries. The “board” refers to the board of directors of Sandy Spring Bancorp, Inc.

Proxy Summary

The following is an overview of information described in more detail throughout this proxy statement. This is only a summary, and we encourage you to read the entire proxy statement carefully before voting. For complete information about the Company’s performance, please review our 2017 Annual Report on Form 10-K.Board.

Voting Matters and Board Recommendations

How To Cast Your Vote

Even if you plan to attend the annual meeting in person, please cast your vote as promptly as possible by following the instructions on the Notice of Availability of Proxy Materials and the proxy voting card using:

Internet	Telephone	Mail

Summary of Governance Practices

The Company is committed to governance practices that support our long-term strategy, demonstrate high levels of integrity, and earn the confidence of investors.

Class I Director-Nominees – For Terms To Expire at the 2021 Annual MeetingNOMINEES FOR ELECTION AND CONTINUING DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW AS A DIRECTOR.

CLASS III DIRECTOR-NOMINEES – FOR TERMS EXPIRING AT THE 2025 ANNUAL MEETING

INCUMBENT CLASS I DIRECTORS – TERMS EXPIRING AT THE 2024 ANNUAL MEETING

ClassINCUMBENT CLASS II Director-NomineeDIRECTORS – For Term To Expire at the 2020 Annual MeetingTERMS EXPIRING AT THE 2023 ANNUAL MEETING

MARK E. FRIIS		Joe R. ReederAbout	Age: 70 Director since: 2018 Independent Committees: None Skills and qualifications:extensive professional experience, strategic planning, executive leadership, past bank board experience.	Mr. Reeder joined the board on January 1, 2018, at the time WashingtonFirst Bankshares, Inc. was acquired by Sandy Spring Bancorp, Inc.  Mr. Reeder, a shareholder of Greenberg Traurig LLP, was Mid-Atlantic Region Managing Shareholder from 1999 to 2008.  He also served as Chairman of the Board of the Panama Canal Commission and 14th Undersecretary of the U.S. Army (1993-1997). A member of a number of corporate boards (both domestic and international), Mr. Reeder also served on a number of civic and charitable boards, including the National Board of Governors of the USO, the Armed Services YMCA, the National Defense Industry Association, where he chaired the corporate Ethics Committee, the Marshall Legacy Institute, the Army Air Force Mutual Aid Association, Our Military Kids, and the International Advisory Board of the Panama Canal Authority. The Chairman of Peace Research Endowment, he is a Trustee Emeritus of the Association of the U.S. Army, Mr. Reeder also co-chaired Virginia Governor Warner’s Base Realignment Commission.

Class III Director-Nominee – For Term To Expire at the 2019 Annual Meeting

Shaza L. Andersen

Age: 51 Director since: 2018 Non-Independent Committees: Executive & Governance Skills and qualifications: banking executive experience, public company experience, strategic planning skills, sales and marketing skills, and knowledge of the local market.

Shaza L. Andersen was the founder and Chief Executive Officer of Washington First Bankshares, Inc. which was acquired by Sandy Spring Bancorp, Inc. on January 1, 2018. She also serves as Vice Chairman of Sandy Spring Bank.  Ms. Andersen currently serves on the board of directors of Amalgamated Casualty Insurance, the Washington Redskins Leadership Council, the National Association of Women Business Owners Leadership Circle, the executive board of the Blitz for the Better Foundation, and the George Mason University Dean’s Advisory Council. She previously served on the Treasury Board of Virginia, the board of trustees for Youth For Tomorrow, the board of directors of the Wolf Trap Foundation, the executive committee of the board of directors for Junior Achievement of Greater Washington, the Young Presidents’ Organization (YPO), and the board of directors of the Federal Home Loan Bank of Atlanta where she was vice chair of the Corporate Governance Committee and a member of the Housing Committee. Recognized by American Banker as one of the Top 25 Women to Watch and named a Top Banker by SmartCEO Magazine (twice), Ms Andersen has also been honored with an ABC7 WJLA-TV & Toyota Dealers’ Tribute to Working Women award.

Incumbent Class II Directors - Terms Expiring at the 2020 Annual Meeting

Mark E. Friis	Age: 62 Director since: 2005 Independent Committees: Risk, Compensation Skills and qualifications:business management experience, strategic planning, sales and marketing skills, and in-depth knowledge of the local economy.	In 2017, Mr. Friis becameis currently the Chairmanchair of Rodgers Consulting, Inc., having previously served as the firm’s President and CEO since 2002.from 2001-2016. Headquartered in Germantown, Maryland, Rodgers Consulting is a land development planning and engineering firmfirm; specializing in town planning, urban design, development entitlements, site engineering and natural resource management for developers, builders, institutions and corporations.  Hecorporations in the suburban Maryland region. Mr. Friis is a member of the Urban Land Institute, the Maryland Building Industry Association, and the American InstitutePlanning Association. He holds an undergraduate degree from the University of Certified PlannersMaryland and has numerous affiliations with area professionala graduate degree from Hood College, where he currently serves on the Board of Trustees.

		Pamela A. Little|  Notice and Proxy Statement  |  2022		11

PAMELA A. LITTLE		Age: 64 Director since: 2005About   Independent Committees: Audit Chairman,Ms. Little is the Chief Financial Officer of Nathan, Inc., a private international economic and analytics consulting firm that works with government and commercial clients around the globe. From 2014 to 2018, she was the Executive & Governance, Nominating SkillsVice President and qualifications: broad rangeChief Financial Officer of business experience with public companies, knowledgeModern Technology Solutions Inc., an employee-owned government contractor, for which she remains on the board of mergers and acquisitions, executive leadership skills, human resources experience, and financial expertise.	directors. Ms. Little has over 3035 years of experience working with companies ranging from privately held start-up firms to large, publicly traded government contracting firms. She became the Executive Vice President and CFO of MTSI, an employee-owned government contractor, in 2014 and has served as a director of MTSI since 2011.  Prior to that she was the CFO for CALIBRE Systems, Inc. from 2013 to 2014 and the CFO of Planned Systems International during early 2013.   Ms. Little wasalso serves on the Co-CEO at the former ATS Corporation,board of Excella, a publicly traded provider of IT services, from 2011 to 2012,management and was CFO from 2007 to 2011.  Ms. Little serves as the chairman of the Audit Committee and is the committee’s designated financial expert.technology consulting firm in Northern Virginia.
James J. Maiwurm

Craig A. Ruppert	Age: 64 Director since: 2002 Independent Committees: Nominating Chairman, Executive & Governance Skills and qualifications:strategic planning, executive management, mergers and acquisitions and business expertise.	A highly successful entrepreneur, Mr. Ruppert is the founder, President and CEO of The Ruppert Companies, which is comprised of Ruppert Landscape, Inc., one of the largest commercial landscape construction and management companies in the US, located in eight states;seven states and the District of Columbia; Ruppert Nurseries, Inc., a premier large-caliper wholesale tree growing and moving operations;operation in the eastern US; and Ruppert Properties, LLC, an industrial and office property development.development and management company in the Washington/Baltimore metropolitan region. A noted entrepreneur and philanthropist, Mr. Ruppert also serves onwas inducted into the boardWashington Business Hall of directors of The Wills Group, a privately-held, local marketer of petroleum productsFame in the Mid-Atlantic area.  Mr. Ruppert is a former Class B director of the Federal Reserve Bank of Richmond and a noted, local philanthropist.2021.

Incumbent Class III Directors - Terms Expiring at the 2019 Annual Meeting

12		Mona Abutaleb			Age: 55 Director since: 2015 Independent Committees: Audit, Risk Skills|  Notice and qualifications: executive leadership experience, strategic planning, expertise in technology and cyber risk management for small and mid-sized businesses.Proxy Statement  |  2022	Ms. Abutaleb joined mindSHIFT Technologies in 2006 and utilized her unique blend of skills and expertise in operations, engineering, IT and customer service to drive mindSHIFT's rapid growth.  She was named CEO in 2014, and she led the company in its acquisition by Ricoh Americas Holdings.  As a leading managed services industry executive, Ms. Abutaleb was named to the MSPmentor 250 list as one of the most influential executives shaping the industry in 2014 and 2015.   In addition to her role at mindSHIFT, Ms. Abutaleb is also the Executive Vice President and General Manager of Ricoh Global Office Services.  She has been a leader of technology-based service organizations for more than 30 years.

Gary G. Nakamoto

Age: 53 Director since: 2011 Independent Committees: Compensation Skills and qualifications: Experience in the government contracting field, executive management experience in the technology industry, extensive knowledge of the Northern Virginia market, and familiarity with local, state and national government.

Mr. Nakamoto is the principal of The Nakamoto Group, LLC, a consulting firm located in McLean, Virginia. Previously, he was the Chairman of the former Base Technologies (1996 to 2011), a firm that specialized in IT, outsourcing, and consulting. Under Mr. Nakamoto’s leadership, Base Technologies was named one of the 2011 Best Places to Work in Virginia and was designated a Top 100 IT federal government contractor.  Mr. Nakamoto currently serves on the State Council of Higher Education for Virginia, as a trustee for the Inova Health Foundation, and is a board member of the Virginia Chamber of Commerce.

Dennis A. Starliper

Age: 71 Director since: 2010 Independent Committees: Risk Skills and qualifications: deep industry experience; executive management experience with a publicly traded company; risk management experience and financial expertise.

Mr. Starliper worked for Provident Bankshares Corporation for 24 years and held the position of chief financial officer for 10 years.  He retired in 2009. Prior to joining Provident, Mr. Starliper worked for Fairchild Industries, a Fortune 500 aerospace manufacturer.  He is a CPA and holds an MBA from Southeastern University. He is currently an adjunct professor of Finance and Accounting for the Brown School of Business and Leadership at Stevenson University.

Corporate Governance and Other MattersCORPORATE GOVERNANCE

The board remainsWe are committed to setting a tone of the highest ethical standards and performance for our management, officers, and the Company as a whole. The board believes that strong corporate governance practices are a critical elementthat promote the long-term interests of doing business today. To that end,our shareholders and strengthen the accountability of our Board and management.

Our governance framework is set forth in our Corporate Governance Policy, is reviewed regularlycommittee charters and other key governance documents, which we review and modify on a regular basis to ensure that it reflectsreflect best practices, recent developments, and legal and regulatory requirements. Our Corporate Governance Policy, committee charters and other key governance documents are available on our website atwww.sandyspringbank.com by selecting “Investor Relations” at the best intereststop of the Companypage, then “Governance Documents” under “Governance Information.”

DIRECTOR INDEPENDENCE

Nasdaq Listing Rules require that a majority of our directors and its shareholders. The policy mayeach member of our Audit Committee, Compensation Committee and Nominating Committee be found on our investor relations website atwww.sandyspringbank.com.

independent. In addition, our boardCorporate Governance Policy requires that not more than two of our directors be non-independent. A director may be determined to be independent only if the Board has adopted a Code of Business Conduct (“Code”) applicable to all directors, officers, and employeesdetermined that he or she has no relationship with the company that, in the opinion of the Company and its subsidiaries. It sets forthBoard, would interfere with the legal and ethical standards that governexercise of independent judgment in carrying out the conductresponsibilities of business performed by the Company and its subsidiaries. The Code is intended to meet the requirements of Section 406 of the Sarbanes-Oxley Act of 2002, related SEC regulations, and the listing rules of Nasdaq Stock Market, Inc. The Code of Business Conduct may be found on our investor relations website atwww.sandyspringbank.com.

Director Independencea director.

The board of directors hasNominating Committee advises and makes recommendations to the full Board regarding director independence. After considering the committee’s recommendation, the Board affirmatively determined that all directorscurrent members of the Board, other than Mr. Schrider, are independent directors and Ms. Andersen are independent. In conjunctionindependent for purposes of the committees on which they serve in accordance with applicable Nasdaq and Securities and Exchange Commission (SEC) independence rules and requirements. The Board determined that Mr. Schrider is not independent because he is the acquisitionPresident and Chief Executive Officer of WashingtonFirst,the company.

To determine the independence of the directors, the Board considered certain transactions, relationships, or arrangements between those directors, their immediate family members, or their affiliated entities, on the one hand, and effective as of December 29, 2017, the Company entered into a separation and consulting agreement with Shaza L. Andersen setting forth her entitlements under her employment agreement with WashingtonFirst in connection with her termination of employment with WashingtonFirst and her service as a non-employee director of and consultant tocompany, on the Company. The separation and consulting agreement provides for a consulting period of 12 months and a consulting fee of $18,333.33 per month. The agreement was filed as an exhibit to Form 8-K on January 2, 2018.

The board compliesother hand. Certain directors, their respective immediate family members, and/or affiliated entities have deposit or credit relationships with, or exceedsreceived investment or wealth management services from, Sandy Spring Bank or one of its subsidiaries in the independence requirements forordinary course of business. The Board determined that all of these transactions, relationships, or arrangements were made in the board and board committees established by the Nasdaq Stock Market, federal securities andordinary course of business, were made on terms comparable to those that could be obtained in arms’ length dealings with an unrelated third party, were not criticized or classified, non-accrual, past due, restructured or a potential problem, complied with applicable banking laws, and the additional standards included in our Corporate Governance Policy.did not otherwise impair any director’s independence.

BOARD LEADERSHIP STRUCTURE

Plurality Plus Resignation Policy

In response to feedback from our shareholder engagement efforts, the board revised the Corporate Governance Policy in 2017 to require an incumbent director to promptly submit a letter of resignation if he or she receives more “withhold” votes than “for” votes in an uncontested election at an annual meeting of shareholders. The resignation will be consideredOur Board is led by the Nominating Committee, which will make a recommendation toChair. Under our Bylaws, the board.

Board Leadership Structure, Education and Self-Assessment Process

The Company’s bylaws provide forChair is elected annually by the annual election of a chairman of the boardBoard from among the directors and presides over each Board meeting and performs such other duties as may be incident to the Corporate Governance Policy states it is the board’s policy to separate the officesoffice of the chairman and the chief executive officer. This separate role allows the chairman to maintain independence in the oversight of management.Chair. The chairman of the boardChair also chairs the Executive and Governance Committee (see Executive and Governance Committee description below), thatwhich is empowered to act on behalf of the boardBoard between regular boardBoard meetings.

Under our Corporate Governance Policy, we separate the roles of Chair and Chief Executive Officer. Separation of the Chair and Chief Executive Officer roles facilitates effective oversight and evaluation of the Chief Executive Officer’s performance and supports the Board’s independent oversight of the company’s performance.

BOARD COMMITTEES

The Board has five standing committees: Audit, Compensation, Executive and Governance, Nominating, and Risk. Each committee operates under a written charter, which may be found on our investor relations website at www.sandyspringbank.com.

BOARD OVERSIGHT OF RISK

We believe that a strong risk management culture is vital to the success of our business. To mitigate the risks inherent in our business, we foster a culture that makes managing risk everyone’s responsibility at all levels of the company.

We have implemented a formal risk management framework that establishes the program by which we identify, assess, measure, monitor, report and control risks across the company. The risk management framework is designed to link risk appetite, and related risk monitoring and reporting, with our business strategy and capital plans. The risk management framework describes our risk management approach, including the adoption of the three lines of defense risk model, and outlines our risk management governance structure, including the roles of the Board, management, lines of business and internal audit. The Risk Committee reviews the risk management framework at least annually, or more often as needed to address changes in the company’s risk profile or risk management best practices.

We have also adopted a risk appetite statement that identifies the level of risk we are willing to accept in pursuit of our strategic objectives. The company’s risk appetite is articulated through qualitative statements and quantitative metrics that cover the broad array of risks relevant to the company, including credit, market, liquidity, capital, operational, strategic and reputational risks. The Board reviews and approves our risk appetite statement annually. On a quarterly basis, we evaluate the risks facing the company and our risk appetite metrics against the risk appetite statement to ensure that the operations of the company align with the company’s risk appetite.

The boardBoard is committedresponsible for overseeing the company’s risk management processes by informing itself about our material risks and evaluating whether management has reasonable risk management and control processes in place to self-improvementaddress those risks. The Board oversees risk management through the actions of the full Board, including approval and oversight of the company’s risk appetite statement, strategic plan, capital plan and financial plan, and the activities of its committees, principally the Risk Committee, Audit Committee and Compensation Committee.

Board Oversight of Cybersecurity Risk

Our Board recognizes the company’s responsibility to protect the data provided by its clients and employees, understands how cyber risks could disrupt the company’s operations, and is cognizant of the increasing risks and threats associated with the use of digital technology. Through the efforts of the Risk Committee, the Board oversees the company’s continuing efforts to strengthen its information security infrastructure and staffing and enhance its technology controls and cybersecurity defenses.

As part of its oversight of operational risk, the Risk Committee is responsible for the oversight of information security and cybersecurity risk management. Our Chief Information Security Officer regularly reports to the Risk Committee on security events, testing, training, audits, new system assessments and vendor performance. These reports address topics such as the threat environment and vulnerability assessments, results of penetration testing, results of key cyber risk indicators and performance metrics, and the company’s efforts to detect, prevent and respond to internal and external critical threats. The Risk Committee receives periodic updates on information security risk, the maturity of the company’s information security program, and updates on related investments and results. On an annual basis, the Risk Committee reviews and approves our information security program and information security policy.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

Strengthening our communities through our products and services, investing in our communities and serving our neighbors and friends has always been at the heart of our mission as a community financial institution. As investors and the business community coalesce around the importance of environmental, social and governance issues (ESG), we are developing an approach to corporate and environmental sustainability that aligns with the nature of our business and the evolution of ESG principles in the financial services industry. In 2021, we published our inaugural Corporate Responsibility Report, which summarizes our efforts and performance on ESG matters that we and our stakeholders view as among the most important to our business.

The Board has responsibility for overseeing policies, programs and strategies related to ESG matters and receives updates, at least annually, from management on ESG matters, including investor sentiment, our Corporate Responsibility Report, and ESG initiatives. Board committees also play an important role in oversight of ESG matters. The Executive and Governance Committee oversees the company’s policies and practices on significant issues of corporate social responsibility and sustainability. The Compensation Committee assists the Board in the oversight of the company’s human capital management strategy, including strategies and initiatives on diversity, equity, and inclusion, employee well-being and engagement.

2021 ESG HIGHLIGHTS

For more detailed information, please see our Corporate Responsibility Report, which is available on our website at www.sandyspringbank.com. Information on our website is not incorporated by reference into this proxy statement. Additional disclosures about human capital management can be found in our 2021 Annual Report on Form 10-K filed with the SEC.

BOARD SELF-ASSESSMENT

The Board has established an annual self-assessment process that evaluates a different aspect of boardthe Board’s effectiveness each year. In 2017, that process was facilitated by The Center forOn a rotating basis, the directors evaluate the Board Excellence (“CBE”), an independent consultant. All directors completed an assessment ofas a whole, the Board committees, and individual director performance. The resultsself-assessment process, which is managed by the Executive and Governance Committee, involves completion of the evaluation were compiled by CBE,annual surveys, review and a written report was given to the chairman. The chairman discussed the results with each director confidentially.

Board’s Role in Risk Oversight

The board fulfills a significant role in the oversightdiscussion of risk in the Company both through the actions of the board as a whole and those of its committees. The board’s Risk Committee has duties and responsibilities for broad risk oversight. The Risk Committee receives regular reports on: credit risk, asset quality, the adequacy of the allowance for loan losses, investment risk profiles, interest rate risk, liquidity, capital adequacy, cybersecurity, vendor management, corporate insurance, litigation management and regulatory compliance. The Compensation Committee reviews reports on risk to the Company associated with incentive compensation plans. The Audit Committee meets regularly with the independent registered public accounting firm to receive reports on the results of the auditsurveys by both the committee and review process.the full Board, as well as with individual directors in the case of peer evaluations, and communication of feedback to management to improve policies, processes and procedures to support Board and committee effectiveness. In addition,2021, the Audit Committee receivesBoard completed an evaluation of the Board as a whole.

BOARD EDUCATION

We believe that continuing director education is essential to the ability of directors to fulfill their roles. We provide both internal audit reports that enable itand external educational opportunities and association memberships for our directors. We encourage directors to monitor operational risk throughoutparticipate in external continuing director education programs, and we reimburse directors for their expenses associated with such activities. Continuing director education also is provided during Board meetings and as stand-alone information sessions outside of meetings. Our Board hears from management as well as from subject matter experts on corporate governance and other matters relevant to Board service, including matters related to the Companyfinancial services industry.

BOARD AND COMMITTEE MEETING ATTENDANCE

During 2021, the Board held nine regular meetings and coordinatesone special meeting. Directors are expected to attend at least 80% of Board meetings and meetings of the findings withcommittees upon which they serve. In 2021, directors attended 99% of total Board and committee meetings, and each of the Risk Committee through a liaison member who servesdirectors attended at least 75% of the total meetings of the Board and the committees on both committees.which he or she served in 2021.

ANNUAL MEETING ATTENDANCE

Directors are expected to attend the company’s annual meeting of shareholders. All of our directors serving at the time of the 2021 annual meeting attended the 2021 virtual annual meeting via teleconference.

CODE OF ETHICS AND BUSINESS CONDUCT

Our Board Committees

has adopted a Code of Ethics and Business Conduct (the Code) applicable to all directors, officers, and employees of the company. The boardCode of directors has the following standing committees: Audit, ExecutiveEthics and Governance, Nominating, Compensation, and Risk. The charter for each committeeBusiness Conduct may be found on our investor relations website atwww.sandyspringbank.com. Each committee’s function www.sandyspringbank.com. If we make any substantive amendments to the Code or grant any waiver from a provision of the Code that is describedrequired to be disclosed under the applicable rules of the SEC, we will disclose the nature of such amendments or waiver on our website or in a current report on Form 8-K.

STOCK OWNERSHIP REQUIREMENTS FOR DIRECTORS

Our Corporate Governance Policy requires that directors own the lesser of 5,000 shares of company stock or company stock with a market value of $175,000 by January 1 following the director’s fifth anniversary of service. Unvested shares of restricted stock and restricted stock units count towards the satisfaction of the ownership requirement. Directors are expected to retain the shares of company stock they receive pursuant to their service as a Board member for so long as they serve as a director. All of the directors exceed the minimum ownership requirements of the policy.

PROHIBITION ON HEDGING AND PLEDGING

Under our Insider Trading Policy, our directors, officers and employees may not at any time buy or sell options on company securities or other derivative securities that reference company securities and may not enter into hedging or similar transactions that are designed to offset any decrease in the market value of company securities. In addition, our directors and executive officers are prohibited from trading company securities on margin, borrowing against any account in which company securities are held, or pledging company securities as collateral for any loan. Our policy also prohibits directors and executive officers from engaging in short sales of company stock.

DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our shareholders. We compensate our non-employee directors with a combination of cash and equity awards. Directors who are employees of our company do not receive additional compensation for their service as Board members.

The Compensation Committee periodically reviews the director compensation program and recommends changes for approval by the Board. The Compensation Committee did not recommend any changes to our director compensation program for 2021.

CASH COMPENSATION

Non-employee directors received cash compensation in 2021 as follows:

Audit Committee - The Audit Committee is appointed by the board to assist in monitoring: 1) the integrity of the financial statements and financial reporting, including the proper operation of internal control over financial reporting and disclosure controls and procedures in accordance with the Sarbanes-Oxley Act of 2002; 2) compliance with legal and regulatory requirements; and 3) the independence and performance of internal and external auditors. The Audit Committee is directly responsible for the appointment and oversight of the external auditor, including review of their qualifications and compensation. The Audit Committee reviews the quarterly earnings press releases, as well as the Forms 10-Q and 10-K prior to filing. All members of the committee meet all requirements and independence standards as defined in applicable law, regulations of the SEC, Nasdaq listing rules, the Federal Deposit Insurance Act and related regulations. The board has determined that Pamela A. Little qualifies as an audit committee financial expert under the Nasdaq listing rules and applicable securities regulations.

Executive and Governance Committee - This committee conducts board business between regular meetings as needed and provides oversight and guidance to the board of directors to ensure that the structure, policies, and processes of the board and its committees facilitate the effective exercise of the board's role in governing the Company. The committee reviews and evaluates the policies and practices with respect to the size, composition, independence and functioning of the board and its committees as stated in the Corporate Governance Policy. This committee is also responsible for maintaining the Code of Business Conduct, the annual CEO evaluation process, and the annual board evaluation process.

Nominating Committee - Members of this committee are independent directors within the meaning of the Nasdaq listing rules. The Nominating Committee makes recommendations to the board with respect to nominees for election as directors. In exercising its responsibilities, the Nominating Committee considers general criteria and particular goals and needs of the Company for additional competencies or characteristics. The committee also has the authority to engage an outside search firm to source qualified candidates. See page 5 for a discussion of the nomination process.

Compensation Committee – Members of this committee are independent directors within the meaning of the Nasdaq listing rules. The Compensation Committee is responsible for developing executive compensation philosophy and determining all elements of compensation for executive officers including base salaries, short-term incentive compensation, equity awards, and retirement benefits. In addition, the committee considers other compensation and benefit plans on behalf of the board as required by regulation. The committee is charged with assessing whether the compensation plans encourage or reward unnecessary or excessive risk-taking by participants. The committee is also responsible for reviewing and making recommendations for non-employee director compensation and administering the Company’s equity compensation plans.

Risk Committee – The Risk Committee is responsible for assisting the board in its oversight of the Company’s enterprise risk management, including the review and approval of significant policies and practices concerning the various risks described in its charter as well as the analysis and assessment of potential risk in order to make recommendations to the board on strategic initiatives. The board delegates to the Risk Committee the oversight of specific risks as mandated by law or regulation, the authority to manage the Company’s affairs with regard to risk and the authority to handle unresolved issues referred to it by the board for further deliberation and recommendation.

Current Board Committee Membership and Number of Meetings