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 20212023 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 20222024 annual meeting of shareholders. Notice of our annual meeting and this proxy statement were first sent or made available to shareholders on April 6, 2022.10, 2024.

20222024 ANNUAL MEETING INFORMATION

For additional information about our annual meeting, see “Information aboutAbout the Meeting” on page 59.63.

There will be no physical location forAnnual Meeting Admission. Admission to the annual meeting. Shareholders may attend, votemeeting is limited to our registered and ask questions atbeneficial holders as of the record date and persons holding valid proxies from these shareholders. Admission to the annual 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.requires valid, government-issued photo identification. If you holdare not a shareholder of record, you must also present proof of your shares through an intermediary, suchstock ownership as a bank or broker, seeof the record date. The use of cameras, recording devices, phones, and other electronic devices is strictly prohibited. See “Information About the Meeting – Attending the Meeting” on 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.63.

VOTING MATTERS AND BOARD RECOMMENDATIONS

HOW TO VOTE YOUR SHARES

Your vote is important. You may vote if you were a shareholder on March 9, 2022.13, 2024. Whether or not you plan to attend the virtual annual meeting, please cast your vote as promptly as possible using one of these methods:

BOARD OF DIRECTORS

Director nominees and continuing directors at a glance

Name

Occupation

Age

Independent

Director Since

Mona Abutaleb Stephenson

CEO of Medical Technology Solutions, LLC

61

✓

2015

M

M

Ralph F. Boyd

President and CEO of SOME, Inc.

67

✓

2012

C

M

M

Kenneth C. Cook

Retired. Former EVP, President of Commercial Banking at Sandy Spring Bank

63

2023

M

Mark E. Friis

Chair (former CEO) of Rodgers Consulting, Inc.

68

✓

2005

C

M

Brian J. Lemek

Owner of Lemek, LLC, a franchisee for Panera Bread bakery-cafes.

60

✓

2020

M

M

Pamela A. Little

Consultant to government contractors

70

✓

2005

C

M

M

Mark C. Michael

Incubation and entrepreneurship consultant

61

✓

2018

M

M

Mark C. Micklem

Retired. Former Managing Director and Head of Financial Services Investment Banking at Robert W. Baird & Co.

65

✓

2019

M

M

Christina B. O’Meara

President and founder of O’Meara Properties

70

✓

2020

M

Robert L. Orndorff(1)

President and founder of RLO Contractors, Inc.

67

✓

1991

M

M

M

M

C

Craig A. Ruppert

Executive Chair of The Ruppert Companies

70

✓

2002

C

M

Daniel J. Schrider(2)

President and CEO Sandy Spring Bancorp, Inc. and Sandy Spring Bank

59

2009

M

M

Ages as of 03/09/2022    E&GMarch 13, 2024

(1) Lead Independent Director

(2) Board Chair

M = Executive and GovernanceMember

C = Chair

BOARD COMPOSITION

GOVERNANCE HIGHLIGHTS

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors currently has 13 members. Under our Articles of Incorporation and Bylaws, the Board is authorized to fix the number of directors, up to a maximum of 15. The Board is divided into three classes, with only one class of directors being elected each year and each class serving a three-year term.

BOARD 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

Our directors bring a balance of skills, qualifications and experience to their oversight of our company, as shown in the matrix below. The matrix identifies certain skills, qualifications and experience that the Board believes are relevant to our business. A director may possess other skills, qualifications and experience not indicated in the matrix that may be relevant and valuable to their service on our Board.

NOMINATION PROCESS

The Nominating and Governance Committee is responsible for identifying, evaluating, and recommending to the Board a slate of nominees for election at each annual meeting of shareholders. All director nominees are expected to exhibit high standards of integrity and independence of thought and judgment, participate in a constructive and collegial manner, and be willing to devote sufficient time to carrying out the duties and responsibilities of a director.

The Nominating and Governance Committee assesses the skill areas currently represented on the Board, as well as those skill areas represented by directors expected to retire from the Board in the near future, against the skills matrix described above. The committee also considers recommendations from members of the Board regarding skills that could improve the overall ability of the Board to carry out its function. Based on this analysis, the committee targets specific skill areas or experience as the focus of consideration for new directors to join the Board.

The Nominating and Governance Committee also considers whether the candidate would enhance the diversity of the Board in terms of gender, ethnicity, race, experience and skills.

The Nominating and Governance Committee may retain an independent search firm to assist with identifying director candidates, and individual Board members are encouraged to submit potential nominees to the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee has the sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve its fees and the other terms of its engagement. Shareholders may also submit suggestions for qualified director candidates to the Corporate Secretary at Sandy Spring Bancorp, Inc., 17801 Georgia Avenue, Olney, Maryland 20832. Submissions should include information regarding a candidate’s background, qualifications, experience and willingness to serve as a director. The Nominating and Governance Committee has not adopted any specific procedures for considering the recommendation of director nominees by shareholders but will consider shareholder nominees on the same basis as other nominees. Please see “Proposals for the 20232025 Annual Meeting of Shareholders” on page 6164 for important information for shareholders who intend to submit a director nomination for the 20232025 annual meeting of shareholders.

VOTING STANDARD FOR UNCONTESTED ELECTIONS

With respect to the election of directors, a pluralitymajority of all the votes cast at the annual meeting will be sufficientis required to elect a nominee as a director. In an uncontested election, an incumbent director-nominee who receives a greater number offails to receive more votes “withheld”“for” than votes “for”“against” will promptly tender his or her resignation following certification of the shareholder vote. The Nominating and Governance Committee will consider the resignation, taking into consideration any information it deems to be appropriate and relevant, and make a recommendation to the Board.Board, which shall promptly disclose its decision and the basis for its decision.

NOMINEES 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 IIII DIRECTOR-NOMINEES – FOR TERMS EXPIRING AT THE 2027 ANNUAL MEETING

INCUMBENT CLASS III DIRECTORS – TERMS EXPIRING AT THE 2025 ANNUAL MEETING

CORPORATE GOVERNANCE

We are committed to strong corporate governance practices that promote the long-term interests of our shareholders and strengthen the accountability of our Board and management.

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

DIRECTOR INDEPENDENCE

Nasdaq Listing Rules require that a majority of our directors and each member of our Audit Committee, Compensation Committee and Nominating and Governance Committee be independent. In addition, our Corporate Governance Policy requiresGuidelines require that not more than twoa substantial majority of our directors be non-independent.independent. A director may be determined to be independent only if the Board has determined that he or she has no relationship with the company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nominating and Governance Committee advises and makes recommendations to the full Board regarding director independence. After considering the committee’s recommendation, the Board affirmatively determined that all current members of the Board, other than Mr. Schrider and Mr. Cook, are independent directors and independent 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 theemployed as our President and Chief Executive Officer and Mr. Cook is not independent because he served as an employee of the company.company within the past three years.

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 the company, on the other hand. Certain directors, their respective immediate family members, and/or affiliated entities have deposit or credit relationships with, or received investment or wealth management services from, Sandy Spring Bank or one of its subsidiaries in the ordinary course of business. The Board determined that all of these transactions, relationships, or arrangements were made in the ordinary 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 did not otherwise impair any director’s independence.

BOARD LEADERSHIP STRUCTURE

Our Board is led by the Chair. Under our Bylaws, the Chair is elected annually by the Board from among the directors and presides over each Board meeting and performs such other duties as may be incident to the office of the Chair. The

Daniel Schrider serves as our Chair, also chairs the Executive and Governance Committee (see Executive and Governance Committee description below), which is empowered to act on behalf of the Board between regular Board meetings.

Under our Corporate Governance Policy, we separate the roles of ChairPresident and Chief Executive Officer. Separation ofThe Board believes that combining the Chair and the Chief Executive Officer roles facilitatesat this time supports clear accountability, effective decision-making and execution of corporate strategy.

The Board recognizes the importance of independent oversight over management and evaluationhas created the position of Lead Independent Director, who is elected by the independent members of the Chief Executive Officer’s performance and supports the Board’s independent oversightBoard. The responsibilities of the company’s performance.Lead Independent Director, as set forth in our Corporate Governance Guidelines, include:

In addition, under the charter of the Executive Committee, the Lead Independent Director chairs the committee when the Board chair is not independent.

BOARD COMMITTEES

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