At Sandy Spring Bank, we are committed to strong corporate governance. We believe that our governance practices reflect our values and are essential to providing long-term value to our shareholders, clients, employees and communities.
Board Oversight and Diversity
Our board of directors works in partnership with our management team to serve all stakeholders, including our clients, employees, communities and vendors, as well as our shareholders. The board provides oversight by monitoring our strategy and performance, selecting our independent auditors, overseeing our internal audit function, and setting senior management compensation.
The board seeks directors with a variety of views and experience. As of December 31, 2021, the board consisted of 11 independent directors plus our President and CEO, Daniel Schrider. Our independent directors work and live in communities across our market area and have a broad range of experience and skills.
Three of our independent directors are women and one identifies as a person of color. You can find more information about our directors’ experience and qualifications on our Investor Relations website and in our Proxy Statement.
Longer-serving directors provide continuity and institutional knowledge of our company and its culture. At the same time, regular board refreshment can help ensure the proper mix of directors to meet both current and long-term needs and provide the necessary oversight of our evolving corporate strategy and risks. To promote board refreshment, we have a mandatory retirement age of 72. We have also used recent acquisitions as an opportunity to expand our board. As a result, five of our 12 directors have joined the board in the past five years.
Our board of directors provides oversight of our organization through five committees: Audit, Risk, Compensation, Nominating, and Executive and Governance. Committee charters may be found here. All of our board committees are chaired by independent directors. Two of our committees are chaired by women or persons of color.
Board Oversight and Diversity
|# of women directors||3|
|# of diverse directors||1|
|Average age of directors||64 years|
|Average tenure of directors||10.5 years|
|Mandatory director retirement age||72 years|
Our board of directors has adopted a Corporate Governance Policy to reflect the board’s commitment to sound and effective governance. Our Corporate Governance Policy, which addresses director selection and performance as well as board structure and operation, is intended to assist the board in the exercise of its governance responsibilities and serve as a framework for the governance of our company.
We utilize a comprehensive enterprise risk management framework to identify, assess, measure, monitor, report and control risks across our organization, including social and environmental risks. The board’s Risk Committee is responsible for oversight of our risk management process. Our Executive Risk Committee, which consists of our executive leadership team and reports directly to our board’s Risk Committee, develops our risk appetite, monitors key risk indicators, and assesses and monitors current and emerging risks. Our enterprise risk management framework is overseen by our Chief Risk Officer, who reports to our CEO. You can find more information about our risk oversight and a description of the principal risks overseen by Board committees in our Proxy Statement.
In addition, management has established internal committees that provide strategic direction and oversight for various elements of our business that contribute to our risk management activities, including:
- Asset/Liability Management Committee
- Disclosure Controls Committee
- Investment Committee
- Compliance Committee
- Funding and Liquidity Committee
- Capital Management Committee
- Fraud Risk Committee
- Vendor Management Committee
- Technology Risk Committee
- Business Continuity Committee
Our board of directors has responsibility for overseeing policies, programs and strategies related to environmental, social and governance (ESG) matters. Board committees also play an important role in oversight of ESG matters. The board’s Executive and Governance Committee oversees our policies and practices on significant issues of corporate social responsibility and sustainability. The Compensation Committee assists the board in the oversight of our human capital management strategy, including strategies and initiatives on diversity, equity, and inclusion, employee well-being and engagement.
We are committed to rewarding executive management for performance achieved through planning and execution. The board’s Compensation Committee has developed a philosophy that executive compensation should be aligned with our strategic objectives, balanced among fixed and variable elements and short- and long-term results, and sufficient to attract, motivate and retain the talent and leadership needed for our continued success. Our Compensation Committee reviews and approves our executive compensation programs annually.
At Sandy Spring we...
- Use an independent compensation consultant that is retained by and reports to the Compensation Committee
- Tie a significant portion of executive compensation to performance
- Require minimum performance threshold be attained before any incentive compensation is paid
- Impose maximum caps on incentive compensation
- Tie incentive compensation to a clawback policy
- Require significant stock ownership by our named executive officers, including 4x base salary for our CEO and 2x base salary for our other executive officers
- Conduct an annual risk assessment of our compensation programs
We do not...
- Provide tax gross-ups to executive officers
- Provide “single-trigger” vesting of equity awards upon a change in control
- Provide “single trigger” severance upon a change in control
- Provide excessive perquisites
- Permit hedging or pledging of Sandy Spring stock
- Encourage excessive risk-taking through our compensation programs
- Provide supplemental executive retirement plans
You can find more information about our compensation governance practices in our Proxy Statement.
We are committed to governance practices that support our long-term strategy, demonstrate high levels of integrity, and earn the confidence of investors and other stakeholders.
Mandatory director retirement age of 72
Independent directors meet regularly in executive session
Audit, Compensation and Nominating Committees consist solely of independent directors
Audit Committee meets with auditor in executive session
Oversight of enterprise risk through Board Risk Committee
Plurality plus resignation in uncontested director elections
Annual board evaluations
Continuing director education program
Stock ownership guidelines for directors and executive officers
Code of Ethics and Business conduct available on website
Corporate governance policies available on website
One share, one vote structure
No shareholder rights plan