Hello, and welcome to the annual meeting of shareholders of Sandy Spring Bancorp, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a Q&A session. You can submit questions or comments at any time by clicking on the Q&A tab. 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. Good morning. This is Aaron Kaslow, General Counsel and Secretary for Sandy Spring Bancorp, Inc. I'm joined today by Bob Orndorff, Chair of the Board of Directors, Dan Schrider, Vice Chair, President, and CEO, and Phil Mantua, Executive Vice President and Chief Financial Officer. Joining via audio connection are the remaining members of Sandy Spring's 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 proxy materials and rules of conduct for today's meeting are available on the virtual meeting website by clicking on the documents icon. Shareholders are permitted to submit questions and comments via the virtual meeting website by clicking on the Q&A icon and typing in your question in the message box. I would now like to introduce our Chair of the Board of Directors, Bob Orndorff. Thank you, Aaron. Good morning, everyone. This is Bob 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 2022 annual meeting of shareholders. At this time, the meeting is now called to order. Prior to opening today's meeting, we confirm the presence of our directors on the meeting conference line. The directors present today are Dan Schrider, Mona Abutaleb, Ralph Boyd, Mark Friis, Brian Lemek, Pamela Little, Walter Martz, Mark Michael, Mark Micklem, Christina O'Meara, and Craig Ruppert. Thank you for your service to our company and for being here today. Since the occasion of our last annual meeting, the board was deeply saddened by the unexpected death of Director Gary Nakamoto on June 22, 2021. Gary had served on the board for nearly 10 years at the time of his passing. He is remembered for his warmth, good humor, and unwavering support of Sandy Spring Bank. 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. 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 today's 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 April 6, 2022 to the shareholders of record on March 9, 2022. Ms. Amilja Regan from Computershare has been duly sworn in as an 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 have been advised by the inspector that a preliminary count indicates there are in excess of $38.2 million shares represented at this meeting in-person or by proxy, more than 84% 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 March 9, 2022 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've logged into 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 A.M. Eastern Time this morning. There are four items of business to be voted upon today. Proposal one is the election of directors. The following three incumbent directors have been properly nominated to serve a three-year term as class three directors. First, Mona Abutaleb, second, Mark C. Micklem, and third, Christina O'Meara. Directors are elected by plurality vote. Proposal two is an amendment to our articles of incorporation to declassify the board of directors as described in the proxy statement for this meeting. If approved, the current classified board structure would be phased out over a three-year period, beginning at the 2023 annual meeting. Directors previously elected to three-year terms, including the directors elected at this meeting, will complete those terms. Beginning in 2023, directors will stand for election for one-year terms rather than three years. At the 2025 annual meeting, all directors will stand for election annually. The proposal to amend the articles of incorporation requires an affirmative vote by 80% of the outstanding shares entitled to vote at today's meeting. If the proposed amendments to the articles of incorporation are not approved by shareholders, the articles of incorporation will not be amended, and the board will continue to be classified with directors serving staggered three-year terms. Proposal three on the agenda is the annual non-binding say on pay resolution to approve the compensation of the named executive officers. Finally, proposal four is the ratification of the audit committee's appointment of Ernst & Young LLP as the independent auditor for 2022. Both proposals three and four require a majority of votes cast for approval. The board of directors recommend a vote for all director nominees and for all proposals. 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 four particular items submitted for your consideration, you also may submit them now. If you have a question or comment, please click on the Q&A icon on your screen and type it in, and we'll pause for a few moments for your questions. Seeing no questions, the voting on the nominees for election of directors and proposals three and four has concluded, and the polls are now closed as to those matters. While the company has received strong support for approval of Proposal two, the declassification of the board of directors, the vote required approval or approval has not yet been received. In order to allow shareholders who have not yet voted the opportunity to vote on this important proposal, the meeting will be adjourned with respect to this proposal in order to allow continued voting. The Inspector of Election has a report to offer on the outcome of voting with respect to the election of directors and Proposals three and four. I recognize Ms. Amilja Regan from Computershare. As Inspector of Election, I have completed the tabulation of the proxies and 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 2022 received a majority of the votes for approval. Thank you. The report of the Inspector of Election is accepted. I therefore declare that Mona Abutaleb, Mark Micklem, and Christina O'Meara have been duly elected as Class Three 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 2022 has been duly ratified. The inspector's written report will be attached to the minutes of this meeting. With the business now concluded and the results announced, I declare the business meeting to be adjourned until Wednesday, June 21 at 10 A.M. Eastern Time. Tuesday, June 21, 2022 at 10 A.M. Eastern Time with respect to the proposal to amend the articles of incorporation of the company to declassify the board of directors. The resumed meeting can be attended using the same access information that was used for this meeting. We will now move on to management reports. To preface our remarks today, we'll take a moment for you to view our forward-looking statement disclaimer and 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. Well, good morning again and welcome to our annual shareholders meeting. Today, I will review highlights from the past year, including our financial performance, recent leadership promotions, and several national recognitions that we have earned. 2021 was a record year for us. We achieved record commercial loan production and impressive deposit growth. The margin remained strong, and our wealth group significantly grew assets under management, and we continued to invest in the people and technology we need to compete. We carried that momentum into the Q1, and we continued to deliver excellent commercial loan production and growth. We maintained a strong pipeline throughout the Q1, and we demonstrated our ability to deepen our client relationships and win new business. Our treasury management teams and branch colleagues continued to generate impressive deposit growth during the quarter. Our wealth group continued to drive new business that will benefit the company in the future. We also enhanced regulatory capital through a sub-debt issuance, sustained the margin, and successfully managed the revenue to expense relationship. As reported last year, we provided $1.2 billion in relief funding in the first round of the Paycheck Protection Program, known as PPP, and another $445 million in the second round. Over the past year, we have been focused on helping our clients through the PPP forgiveness process. As of the end of the Q1, we had just $75 million in outstanding PPP loans. It's important to note that throughout 2020 and 2021, we had nearly 100 people dedicated to PPP. With the vast majority of forgiveness now behind us, those resources have shifted back to driving production. This change is evidenced in the strong commercial loan production we delivered in the Q4 of 2021 and the Q1 of this year. We continue to be extremely pleased with our financial results, and we're in a strong position as we navigate the current market conditions and geopolitical uncertainty. Beyond our financial performance, there are a few other updates I'd like to share with you. We recently announced three exciting internal promotions. Melissa Kelly was promoted to Division Executive of Marketing. Sherman Moore was promoted to Division Executive of the Private Client Group. Charlie Cullum was promoted to Division Executive and Corporate Treasurer, effective upon the retirement of our current corporate treasurer, Mark Duhamel, on June 30, 2022. We have exceptional talent here at Sandy Spring Bank, and we're pleased that we're able to grow and promote from within the company. On the corporate recognition front, Sandy Spring Bancorp was recently named a top five bank by Forbes and S&P Global Market Intelligence. Both of these honors are in recognition of our financial results, and I'm grateful to our employees for making our exceptional performance possible. We are also once again named a top workplace by the Washington Post and Baltimore Sun, and we made American Banker's Best Banks to Work For list for the second consecutive year. In March, we issued our second annual corporate responsibility report. This report details where we are in our journey to address the environmental, social, and governance issues we believe are most important to our stakeholders and to drive long-term value. Among other things, the report provides a great overview of how we donate our time, talent, and resources to address issues impacting our communities. In 2021, our company donated nearly a half a million dollars and supported 110 local nonprofits. Our employees personally volunteered over 6,300 hours and served more than 200 organizations. We have a legacy of supporting the communities we serve. As an example, for over 10 years, we've provided free financial literacy resources through EVERFI, which is a digital learning platform that is available on our website. For over 15 years, we have collaborated with Habitat for Humanity on fundraising and volunteer events. For over 30 years, we have supported Howard Community College with our most recent contributions going toward the college's Skilled Immigrant Program, a scholarship fund for students from low to moderate-income families, and a program that addresses food insecurity among students and their families. These are just a few of the organizations we support. To learn more, you can find the full corporate responsibility report on our website. Our company has been serving the Greater Washington region for 154 years, and we continue to uphold our founder's vision and values. Our personalized approach, commitment to our communities, and focus on people set us apart from other banks, and our financial performance proves it. Today, we are a $13 billion company, and we serve all of Maryland, Virginia, and Washington, D.C. We offer sophisticated solutions, and we employ the very best people. Thanks to our remarkable employees for their hard work and unwavering commitment to our clients. Thank you to our clients, shareholders, and community partners for putting your trust in us. This concludes my comments today, and I'll turn it over to Chief Financial Officer Phil Mantua to provide a brief review of our financial performance for 2021 and Q1 of 2022, and then we will 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 2021 and highlights from the Q1 of 2022. We ended 2021 with total assets of $12.6 billion, a slight decrease of 2% from 2020 due to an $874 million reduction in the Paycheck Protection Program or PPP loans and our ability to utilize excess liquidity to reduce higher-priced outstanding debt. The substantial reduction in PPP loans through the forgiveness process caused total loans to decline by 4% in 2021. Excluding the PPP loans, total loans grew 5%, led by commercial loan growth of $681 million. We experienced most of that commercial loan growth in the second half of 2021, with $2.1 billion in gross loan production, of which $1.5 billion was funded. Funded loan production in the Q4 of 2021 alone was $937.3 million, a 115% increase over the Q4 of 2020. Year-over-year, deposits increased by 6%, driven by a 14% growth in non-interest-bearing deposits and a 2% growth in the interest-bearing deposits as we allowed higher-priced time deposits to run down to protect our margins. Net income for the year was a record $235 million in 2021 compared to $97 million in 2020. 2021 benefited from a full-year contribution from our acquisitions of both Revere Bank and Rembert Pendleton Jackson, as well as a $45.6 million credit to the provision expense and greatly reduced M&A expenses. If we compare core earnings and adjust for these and other non-core factors, we earned $211.9 million in 2021 compared to $189.4 million in 2020, which was an increase of 12%. Net interest income increased 17% or $61.4 million, mainly from increased interest income from the commercial loan portfolio and was assisted by income derived from the PPP loans. Interest expense decreased 57% in 2021 due to the low rate environment. The reduction in average borrowing costs during the year and the growth in non-interest-bearing deposits. Overall, the net interest margin improved to 3.56% for the year compared to 3.35% for 2020. Non-interest income declined only slightly in 2021 in comparison to 2020 because of the record-breaking performance in mortgage activity the prior year. Income from mortgage activity declined 39% from the decrease in refinancing activity. Although overall mortgage-related income was still 67% higher than 2019. In other areas of non-interest income, our wealth management division had an outstanding year in 2021 with a 21% increase in income while adding nearly $1 billion in assets under management to top the $6 billion level. Our ability to effectively integrate our recent acquisitions, support organic growth and manage expenses directly contributed to our strong operating leverage as shown by our efficiency ratio. As you can see in the chart, our non-GAAP efficiency ratio for the year 2021 was a record low of 46.17% compared to 46.53% in 2020. We entered 2022 with momentum of a very strong finish to the prior year. On April 21st, we announced our results for the Q1. Here are a few highlights worth noting. Total assets reached $13 billion. Net income for the quarter was $43.9 million. Total loans, excluding a few remaining PPP loans, increased 13% over the prior year. We successfully raised $200 million in subordinated debt at a favorable pricing to support future growth. Finally, our return on average assets for the quarter was a strong 1.42%. On the strength of our performance and all that was accomplished in 2021, the board approved a $0.02 per share increase to our quarterly dividend payout paid in February. Today, May 18, shareholders of record are receiving the second quarterly dividend of $0.34 per share. That concludes my remarks, and I now hand it back over to Dan. Thank you, Phil. We will now begin our Q&A segment. If you have a question or comment, please click on the Q&A icon on your screen and type it in, and we will now pause for a few minutes to respond to your questions. Seeing no questions, then this will conclude our meeting today, and we thank you for your time in joining us. Enjoy the rest of your day. This concludes the meeting. You may now disconnect.
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