Hello, and welcome to the annual meeting of shareholders of Sandy Spring Bancorp, Inc. Please note that today's meeting is being recorded. The meeting will have a question- and- answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn the meeting over to Aaron Kaslow, General Counsel and Secretary of Sandy Spring Bancorp. Mr. Kaslow, please proceed. Thank you. Good morning. This is Aaron Kaslow, General Counsel and Secretary for Sandy Spring Bancorp, Inc. Today's meeting is being held in a virtual-only format due to concerns for the health and safety of our shareholders, directors, and employees related to COVID-19. I'm joined today by Bob Orndorff, our Chair of the Board of Directors, Dan Schrider, Vice Chair, President, and CEO, and Phil Mantua, our Executive Vice President and Chief Financial Officer. Joining via audio connection are the remaining members of Sandy Spring's executive leadership team and the board of directors. Also with us today via audio connection is Amilja Regan from Computershare, who will be serving as Inspector of Election, and representatives from our independent public accounting firm, Ernst & Young. The rules of conduct for today's meeting are available on the virtual meeting website, and we ask that all participants please abide by these rules. Shareholders are permitted to submit questions and comments via the virtual meeting website by clicking on the message icon shown here and typing in your question. I would now like to introduce our Chair of the Board of Directors, Bob Orndorff. Thank you, Aaron. Good morning, everyone. This is Robert Orndorff, Chair of the Board of Directors of Sandy Spring Bancorp. On behalf of the directors and officers of Sandy Spring Bancorp and Sandy Spring Bank, I'm very pleased to welcome you to the 2021 annual meeting of shareholders. We felt this virtual-only format was still the most appropriate precaution under the circumstances of the pandemic, and we look forward to returning to in-person meetings in the future. At this time, the meeting is now called to order. Prior to opening today's meeting, we confirmed the presence of our directors on the meeting conference line. The directors present today are Daniel Schrider, Mona Abutaleb, Ralph Boyd, Mark Friis, Brian Lemek, Pamela Little, James Maiwurm, Walter Martz, Mark Michael, Mark Micklem, Gary Nakamoto, Christina O'Meara, and Craig Ruppert. Thank you all for your service to our company and for being here today. The board has designated the President to chair the proceedings of today's meeting. I will now yield the chair to President and CEO, Dan Schrider. Thank you, Bob, and good morning, and welcome everyone. To begin our business today, I appoint Aaron Kaslow as the secretary for today's meeting and ask him to report on the notice of the meeting and the shares present at the meeting. Thank you, Dan. I have an affidavit executed by an agent of Computershare stating that notice of this annual meeting was mailed beginning on or about March 17th, 2021 to the shareholders of record on February 24th, 2021. Miss Amilja Regan from Computershare has been duly sworn in as Inspector of Election and her oath of office filed with the records of the meeting. The inspector determines the number of votes represented, the validity of the proxies, the existence of a quorum, and the number of votes cast on all matters. The presence by proxy of at least a majority of the total number of outstanding shares of common stock as of the record date is necessary to constitute a quorum for today's meeting. I've been advised by the inspector that a preliminary count indicates there are in excess of 38.3 million shares represented at this meeting in person or by proxy, or more than 80% of the outstanding shares entitled to vote here today. Based on this report, a quorum is present, and the meeting is authorized to transact business. Thank you, Aaron. I therefore declare this annual meeting to be duly convened. Each shareholder of record on February 24th, 2021 has the right to one vote for each share of common stock owned. If you have already voted, it is not necessary to vote again unless you would like to change your vote. If you have logged in to the meeting website using your 15-digit control number, you may cast or change your vote on any matter until such time as the chair declares the voting to be closed. These votes will be incorporated into the final results certified by the inspector. I now declare the polls to be open as of 10:00 A.M. Eastern Time this morning. The agenda for today's meeting is also on the meeting website. There are three items of business to be voted upon today. Proposal one is the election of directors. The following five incumbent directors have been properly nominated to serve a three-year term as Class 1 directors. They are Ralph Boyd, Walter Martz, Mark Michael, Robert Orndorff, and Daniel Schrider. Proposal two on the agenda is a non-binding say on pay resolution to approve the compensation of the named executive officers. Finally, proposal three is the ratification of the audit committee's appointment of Ernst & Young LLP as the independent auditor for 2021. The board of directors recommends a vote for all director nominees and for all proposals. Directors are elected by plurality, For proposals two and three, a majority of votes cast will be sufficient for approval. If you wish to vote during the meeting or if you have previously voted and wish to change your vote, please do so now. If there are any questions on these three particular items submitted for your consideration, you may submit them now. If you have a question or comment, please click on the message icon on your screen and type it in. I'll pause for a few moments to see if we have any questions. Seeing no questions, the voting on the items of business in the proxy statement has concluded, and the polls are now closed. The Inspector of Election has a report to offer on the outcome of the voting, and I recognize Ms. Amilja Regan from Computershare. Good morning. As Inspector of Election, I have completed the tabulation of the proxies and the ballots and offer the following report. First, that each director nominee received sufficient votes for election. Second, the non-binding resolution to approve executive compensation received a majority of the votes for approval. Third, the ratification of the audit committee's appointment of Ernst & Young LLP as independent registered public accounting firm for 2021 received a majority of the votes for approval. Thank you. The report of the Inspector of Election is accepted, and I therefore declare that Ralph Boyd, Walter Martz, Mark Michael, Robert Orndorff, and Daniel Schrider have been duly elected as Class 1 directors of the company for a three-year term, each case until their successors are duly elected and qualified. The non-binding resolution concerning executive compensation is duly approved, and the appointment of Ernst & Young LLP as the independent auditor for 2021 has been duly ratified. The inspector's written report will be attached to the minutes of today's meeting. Before I adjourn the business meeting, we will take a moment to acknowledge the contributions of a particular director. Under our bylaws, a director's service must conclude at the shareholders' meeting following the attainment of age 72. Director James Maiwurm has reached this milestone and therefore will be retiring from the board at the close of today's meeting. Jim joined our board in 2015 with an immense amount of leadership, governance, and management experience. He had recently completed a three-year stint as the global chair and CEO of Squire Patton Boggs, a multidisciplinary law firm with over 1,500 lawyers in 20 countries, and led transformational business combinations around the world. When he was interviewed for this position, he said, and I paraphrase, that community banks play a significant role in the economy of the country and the local community, and he wanted to support the mission and the passion of a strong local bank. Since that time, Jim has done just that. He will be remembered and missed for always asking thoughtful questions, offering balanced comments to our discussions, and expressing his staunch support for our company. Later this afternoon, the board will take up a resolution to name James Maiwurm to the lifetime position of Director Emeritus of Sandy Spring Bancorp, Inc. I know you're listening, Jim, and on behalf of the board and the executive management team. We're grateful to you for your dedication and commitment to the work of the board these past years. We thank you very much. With the business now concluded and the results announced, I declare the business meeting to be adjourned. We will now move on to management reports. To preface our remarks today, we will take a moment for you to view our forward-looking statement disclaimer in compliance with the law and SEC regulations. Stated briefly, any forward-looking statements contained in our remarks today are subject to significant uncertainties, and actual results may differ due to a variety of factors, including the impact of the COVID-19 pandemic. For information on these factors, I refer you to the discussion of risk factors in our latest annual and quarterly reports filed with the Securities and Exchange Commission. As always, the company's past performance does not necessarily indicate its future results. I'd like to thank you once again for attending our annual shareholder meeting. I hope that you and your families and loved ones are doing well. With vaccines in our region and across the country on the rise, it's exciting to think about all that's on the horizon. Our company and our people have done a remarkable job managing through a very difficult year, and we are well-positioned for continued growth and success, especially as our region and our clients reopen and recover from the pandemic. Today, we'll review highlights from the past year and share some exciting news about how we are preparing to continue to grow and operate as a larger, more complex organization. I will also update you on our ongoing response to COVID-19 and our plans to bring more employees and clients back to our offices. While weathering the global pandemic was a challenge for everyone in 2020, our company did so while successfully completing the integrations of Revere Bank and Rembert Pendleton Jackson, or RPJ, and helping our clients through a truly unprecedented crisis. We demonstrated great resilience, and it shows in our 2020 performance and strong first quarter that we just announced. We are a different bank than we were a year ago. In the first quarter of 2021, total assets grew 44% to $12.9 billion compared to the first quarter of 2020. This growth was primarily driven by the Revere Bank acquisition, as well as our participation in the Paycheck Protection Program, which is often referred to as the PPP program. To that end, we are extremely proud of our PPP performance. Our results rivaled or outperformed our competitors of all sizes. In the first round, we helped over 5,000 small business clients and put more than $1.2 billion into our local economy. This represented around 112,000 jobs within our client base, and in the second round of PPP, we delivered another $445 million of funding to nearly 3,000 clients. We also delivered record-breaking results in both mortgage and wealth management. Of note, mortgage originations exceeded $2 billion, and our wealth assets under management exceeded $5 billion at the end of 2020. Phil will cover some of the other financial highlights a little later. Overall, we had a good year, and we delivered for our clients when they needed it the most. We were extremely pleased to welcome RPJ and Revere Bank to our company, and our financial performance continues to demonstrate the value of these transactions one year later. In addition to acquisitive growth, we also recently expanded our physical presence in Washington, D.C., and opened our fourth branch in the city. This full-service branch is located in the vibrant retail and business community near the Washington Convention Center. We see a great deal of growth potential, especially as the region continues to recover from the pandemic. Our company has enjoyed an extended period of rapid growth and tremendous success. Today, as a nearly $13 billion company with a stellar reputation for personal client service and a deep commitment to the communities we serve. We know our market better than anyone else. We have the top talent, we offer a broad range of sophisticated services. Perhaps most importantly, we have a culture that prioritizes people and relationships. We don't take this for granted. We want to capitalize on these strengths and ensure we are prepared to continue to grow organically and thrive as a larger, more complex institution. With that in mind, we are implementing some changes that will create a stronger organizational alignment and empower us to execute on the things that are critically important to us. I'm pleased to share with you a series of new leadership and organizational announcements. Gary Fernandes has been promoted from within and named Executive Vice President and Chief Human Resources Officer. As we continue to grow, so will our human capital needs. Gary will lead our efforts to develop our people, recruit and retain the very best talent, and ensure that we are providing a best-in-class employee experience. Since our people are our greatest asset, we felt it was important to elevate the human resources group and Gary's role to have executive visibility. We have also created a new executive role of Chief Operations Officer. As a growing organization, we must constantly look for ways to improve our workflow and overall delivery to our clients. Our ability to deliver a remarkable client experience and good employee experiences is directly related to how we operate in our support areas. Operational excellence is a critical focus area for us, and it requires executive leadership. Ronda McDowell, our Chief Credit Officer, will transition out of her current role to serve as our new Chief Operations Officer and lead a new operations group. Ronda has done a phenomenal job overseeing credit risk management for the past eight years, and I'm extremely grateful for her dedicated service to our company for more than 25 years. I look forward to seeing all that she will accomplish with her new operations group. Given Ronda's move to take on this exciting new role, I'm pleased to announce that Heather Romagnoli has been promoted to Chief Credit Officer. Heather joined Sandy Spring Bank a year ago as Senior Credit Officer, and she brings a wealth of experience in setting credit strategy. She has also previously served as a Chief Credit Officer, and given her depth of expertise and experience, as well as her great work with our company, Heather Romagnoli is uniquely qualified for this role. Lynne Pulford has also been named the President of Sandy Spring Bank Mortgage. Lynne has been with our company for more than 35 years, and she led the mortgage division to a record year in 2020 with more than $2 billion in origination. She began as a loan processor and rose through the ranks to division executive and now president of mortgage. Lynne is one of the great Sandy Spring Bank success stories, and I'm so grateful for her exemplary leadership. In addition to these important leadership changes and announcements, we also welcome two new division executives to our company over the last year. Carol Richardson joined Sandy Spring Bank last summer as Division Executive of Personal and Business Banking. In the first quarter of 2021, Mark Moore joined as Division Executive of Corporate and Institutional Banking. They have been great additions to our team, and they are playing an important role in our ongoing efforts to elevate and expand our presence in the market. Congratulations to all the individuals I just mentioned. Thank you all for your leadership and many contributions to our company. I'd like to now bring you up to speed on our ongoing response to COVID-19 and our plans to bring more employees and clients back to our offices in the months ahead. When we met virtually last year, we were still in the early stages of the pandemic. As you may recall, I shared with you a series of special benefits and leave programs we established to support our many employees. Those resources are still in place today, and we continue to look for ways to take care of our people. Some of those benefits include up to two weeks of additional paid time off for employees who are unable to work for reasons related to COVID-19. We also established the COVID-19 hardship leave for instances when more time is needed, which provides up to 12 weeks of paid leave. The uncertainty of this ongoing crisis is stressful, and we want to give employees peace of mind should they need to step away from work to take care of themselves or a loved one. Thankfully, a greater percentage of the population is now vaccinated, and we are hopeful that we are coming out of this difficult season. We've been operating at a 25% capacity. We will begin to increase that percentage in the weeks and months ahead. We have learned a great deal about working from home, staying flexible, and using technology to do our jobs more efficiently. We will apply those lessons as we move forward. We will lead with the mindset that we're returning to our offices. We believe that in-person collaboration is what's best for our relationships with our clients and our colleagues. Included in these return-to-work efforts, we will also begin to reopen our branch lobbies this summer. Our people have done a remarkable job continuing to serve our clients and move our company forward during this challenging year. On behalf of the board of directors and executive leadership team, we are so grateful for our employees' dedication and the incredible results they have delivered for our company and our clients. As we prepare to welcome more people back to our offices, I can't wait for the opportunity to personally thank our folks for the tremendous work over the past year. Despite the many obstacles we had to overcome this past year, Sandy Spring Bank continued to earn recognitions that demonstrate we are a premier community bank, an employer of choice, and a company with top talent. Thanks to our incredible employees, we were named a top workplace by The Washington Post and The Baltimore Sun. We were recognized on American Banker's Best Banks to Work For list for the first time. We were named one of America's 100 Best Banks by Forbes, and certified as a great place to work by the Great Place to Work Institute, and lastly, ranked the number one midsize company for employee volunteerism by the Washington Business Journal. We are especially honored by the numerous workplace recognitions because they are the direct result of employee feedback about our company and our culture. I'd now like to shift to talk about the efforts in the community. Last month, we released our first annual corporate responsibility report. This report goes beyond our financial reports to show how we support our clients, employees, communities, and the environment. We are committed to transparency and are proud to share our progress with you. You can find the report at sandyspringbank.com and on our investor relations site. Given the pandemic, it was important to find ways to help our people connect with one another and feel a sense of belonging. One of the ways we did that was through community service. We encouraged volunteerism and provided safe or virtual ways to give back. For example, more than 200 of our employees participated in the Best Buddies Friendship Walk to raise money and support inclusion for people with intellectual and developmental disabilities. Our employees walked in small, socially distanced groups or with their families and raised more than $23,000 for Best Buddies. Throughout the year, we also held virtual food drives, our employees personally raised nearly $10,000 for Toys for Tots. Given the truly unprecedented healthcare crisis facing our communities, we decided that an unprecedented response was necessary. To show our appreciation for our healthcare heroes, the Sandy Spring Bank Foundation donated $600,000 to the COVID-19 relief efforts at 12 local hospitals. This was the largest commitment ever made by either the bank or our foundation. As a community bank, these frontline healthcare workers and the people they've been treating for over a year, they're our neighbors, our friends, our colleagues, and our clients. They represent all of us, and we continue to stand with them as they work to safeguard the people and communities that we love. This concludes my comments today, and I will turn it over to Phil Mantua to provide a brief review of our financial performance, and then we'll move to take your questions. Phil? Thank you, Dan. Good morning, everyone. I'm pleased to provide you with a brief review of the company's financial performance for 2020 and some highlights from the first quarter of 2021. 2020 was an extraordinary year for many reasons and would've been so even without a global pandemic. As Dan described, we began the year anticipating the closing of two strategic acquisitions in Revere Bank and RPJ, surpassing the $10 billion asset mark, and the regulatory changes that that would bring, as well as the implementation of CECL. The largest accounting change to affect the banking industry in decades. My remarks today will cover the impact of these changes and how the pandemic added unique challenges throughout. We ended 2020 with total assets of $12.8 billion, an increase of $4.2 billion, or 48%, which included $2.8 billion from the addition of Revere Bank and $1.1 billion in PPP loans, as Dan mentioned earlier. The majority of the PPP loans were disbursed in the second quarter of 2020 into existing accounts for clients, thus creating increases to both loans and deposits, in addition to those brought over from Revere. Net income for the year was $97 million, which compared to $116.4 million in 2019, a 17% decrease. Earnings were significantly impacted by changes to the provision for credit losses due to the implementation of CECL, the costs related to the acquisition of Revere, and of course, the pandemic. The accounting standard known as Current Expected Credit Losses, or CECL, was issued by the Financial Accounting Standards Board in 2016 and became effective on January 1st, 2020. It replaced the former standard known as the Allowance for Loan and Lease Losses. Born out of the great financial crisis of 2007 to 2009, CECL was developed because the old standard was deemed not to allow for adjustments of reserve levels based on reasonable expectation of future conditions. Instead, models relied primarily on historical losses and certain knowledge that a loan could not be collected. During the crisis, the negative outlook on the economy was not required to be taken into account for loss calculations by the industry. CECL requires expected losses to be estimated over the life of the loan from the time they are booked. Being forward-looking by design relies on economic forecasts in order to build reserves in advance of losses. In short, this is the concept behind the new standard, a concept that was put to the test immediately. The shutdowns and closures caused by the pandemic led to a sudden significant deterioration in economic indicators. Responding to those projections, our CECL model required a substantial increase in credit loss reserves. The provision expense directly attributed to the deterioration in the forecast amounted to $44.1 million last year. Most of which was absorbed in the second quarter, the same period in which we closed on the Revere acquisition and realized increased provision expense and the majority of the aforementioned M&A expenses. The combination of these events resulted in a loss for the second quarter. Thankfully, the economy did not perform as poorly as anticipated, and our asset quality remained stable, as shown here with our net charge-off to average loans remaining consistent with pre-pandemic levels. As such, we were able to release excess reserves in the fourth quarter of 2020, and even more so in the first quarter of this year. This activity, however, contributed to large swings in reported earnings. In a season such as this with so much happening, we like to isolate the volatility created by the credit loss provisions, the M&A expenses, and non-recurring items and their tax implications, and instead highlight core net earnings. This chart shows pre-tax, pre-provision, and pre-merger income for the past two years on a quarter-to-quarter basis. You can see the consistent operating performance throughout 2019, the significant boost of the Revere Bank and RPJ acquisitions in the second quarter of 2020, and the contributions of the extraordinary mortgage banking activity in the third and fourth quarters of last year, as Dan mentioned earlier. Yet another outcome of the pandemic due to the severe drop in interest rates. That same low rate environment called on us to carefully manage the cost of funds in order to support our net interest margin. Shown here is the comparison of loan yields to deposit costs and the resulting net interest margin for the past five quarters. The contributions of our fee-based business lines were a large part of 2020. Here is a chart showing the breakdown of our interest income to non-interest income, and you can see the non-interest income portion kept pace with the significant growth of the core banking franchise. Our ability to effectively integrate our recent acquisitions, implement technology, and support organic growth directly contributed to our improved operating leverage. The best measure of this performance is our efficiency ratio. As you can see in this chart, our efficiency ratio dropped below 50% on an annual basis for the first time in 2020. We believe this is a sustainable level while we still allow for infrastructure investment and capital improvements. Last week, we announced net income of $75.5 million in the first quarter of 2021. As I mentioned earlier, the quarter was significantly impacted by a release of credit loss reserves of nearly $35 million, primarily from the improvement in the forecasted unemployment rate. From a core perspective, earnings for the quarter were $56.9 million, compared to $55.7 million for the prior quarter. Revenue for mortgage banking continued to be strong, though reduced as expected, and the net interest margin expanded to 3.56%. On the strength of our core performance and the success of all we set out to do in 2020, the board approved a $0.02 per share increase to the dividend in the first quarter. Overall, a great start to the year. This concludes my remarks. I thank you for your time, and I now hand it back over to Dan. Thank you, Phil. We will now transition to our question- and- answer segment. If you have a question or comment, please click on the information icon on your screen and type in your question or comment. At this time, we will pause for a couple of moments to see if we have any questions. Not seeing any questions, we will then conclude our meeting of today. We again thank you for taking the time to join us this morning, and more importantly, thank you for putting your trust in Sandy Spring Bank. Have a wonderful rest of your day. This concludes the meeting. You may now disconnect.
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