Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024

SANDY SPRING BANCORP, INC.

(Exact name of registrant as specified in its charter)


Maryland	000-19065	52-1532952
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17801 Georgia Avenue, Olney, Maryland 20832

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (301) 774-6400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $1.00 per share	SASR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 22, 2024, the Board of Directors of Sandy Spring Bancorp, Inc. (the “Company”) appointed Charles S. Cullum, the Company’s current Deputy Chief Financial Officer and Treasurer, as Chief Financial Officer. Philip J. Mantua, the Company’s current Chief Financial Officer, who previously announced his retirement, will continue with the Company until the end of the year to support this leadership transition.

In connection with Mr. Cullum’s appointment, the Board approved an increase in Mr. Cullum’s annual base salary to $466,000 and an increase in his target Annual Incentive Plan award to 55% of his base salary. In addition, the Board granted Mr. Cullum performance-based restricted stock units with a grant date fair value of $100,000. The performance-based restricted stock units will vest at the end of the 2024-2026 performance period, subject to satisfaction of the performance criteria and generally subject to continued employment.

The Board approved a Split Dollar Life Insurance Agreement with Mr. Cullum, pursuant to which his designated beneficiary will be entitled to share in the death proceeds payable under one or more life insurance policies owned by Sandy Spring Bank (the “Bank”) in the event of his death while the Agreement remains in effect. The amount payable to Mr. Cullum’s beneficiaries is the lesser of two and one-half times the executive’s base salary or the net death proceeds of the policies, which is defined as the total death proceeds minus the greater of the cash surrender value of the policies or the aggregate premiums paid by the Bank.

The Split Dollar Life Insurance Agreement will terminate if Mr. Cullum has a separation from service, other than as a result of his disability or following a change in control, prior to his normal retirement date or early retirement date. Under the agreement, an executive’s normal retirement date is the date on which the executive has attained age 65 and an executive’s early retirement date is the date on which the executive has both attained age 60 and completed ten years of service.

In addition, Mr. Cullum was designated as a participant in the Company’s Executive Severance Plan with a severance multiplier of three for termination occurring during a covered period related to a change in control and a severance multiplier of one for termination outside of a covered period.

A copy of the press release announcing Mr. Cullum’s appointment is attached hereto as Exhibit 99.1.


Item 9.01			Financial Statements and Exhibits


Exhibits.

Exhibit No.			Description

99.1			Press Release dated May 23, 2024

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SANDY SPRING BANCORP, INC.
	(Registrant)

Date: May 23, 2024	By:	/s/ Aaron M. Kaslow
		Aaron M. Kaslow
		Executive Vice President, Chief Administrative Officer and General Counsel

Sandy Spring Bancorp’s Board of Directors Appoints Charles S. Cullum Chief Financial Officer Philip J. Mantua to Support Leadership Transition Through End of Year OLNEY, MARYLAND, May 23, 2024 — The Board of Directors of Sandy Spring Bancorp, Inc. (Nasdaq- SASR), today announced the appointment of Charles S. Cullum to Chief Financial Officer. Cullum was promoted from Deputy Chief Financial Officer and Treasurer. Philip J. Mantua, the outgoing Chief Financial Officer, who previously announced his retirement, will continue with the Company until the end of the year to support the leadership transition. “Charlie has played a central role in the financial management of the Company for many years, and I am confident in his ability to lead our financial operations as Chief Financial Officer, said Daniel J. Schrider, Chair, President and Chief Executive Officer of Sandy Spring Bank. “We demonstrated positive momentum in the first quarter, and the Company is in a good position to make this transition now.” Cullum began his banking career 20 years ago as a teller. He joined Sandy Spring Bank in 2006 as a Market Research Analyst. He steadily rose through the ranks in the Finance Division and was promoted to Division Executive and Treasurer in 2022. In January 2024, Cullum was named Deputy Chief Financial Officer and the Company announced he would assume the role of Chief Financial Officer upon Phil Mantua’s retirement. “Since I joined Sandy Spring Bank 18 years ago, we have grown from a $3 billion operation to a $14 billion financial services company serving the Greater Washington region,” said Charles S. Cullum, Chief Financial Officer. “It has been a pleasure to advance my career with this outstanding organization, and I look forward to working with the rest of the executive leadership team to continue to grow the Company by providing superior client service and shareholder value.” Cullum has already been representing the Company within the investment community and working closely with the executive leadership team preparing for this transition to Chief Financial Officer. ________________________________________________________________ About Sandy Spring Bank Sandy Spring Bank is a wholly owned subsidiary of Sandy Spring Bancorp, Inc. (NASDAQ: SASR), a financial services company headquartered in Olney, Maryland. Sandy Spring Bank is a premier community bank in the Greater Washington, D.C. region. With over 50 locations, the bank offers a broad range of commercial and retail banking, mortgage, private banking, and trust services throughout Maryland, Virginia, and Washington, D.C. Through its subsidiaries, Rembert Pendleton Jackson, and West Financial Services, Inc., Sandy Spring Bank also offers a comprehensive menu of wealth management services. Media Contact: Samantha Price 301.260.3614 sprice@sandyspringbank.com

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 22, 2024
Entity Registrant Name	SANDY SPRING BANCORP, INC.
Entity Incorporation State Country Code	MD
Entity File Number	000-19065
Entity Tax Identification Number	52-1532952
Entity Address Address Line1	17801 Georgia Avenue
Entity Address City Or Town	Olney
Entity Address State Or Province	MD
Entity Address Postal Zip Code	20832
City Area Code	301
Local Phone Number	774-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00 per share
Trading Symbol	SASR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000824410