Sandy Spring Bancorp : Executive & Governance Committee Charter

SANDY SPRING BANCORP, INC.

SANDY SPRING BANK

Executive and Governance Committee Charter

Authority

The board of directors of Sandy Spring Bancorp, Inc. and Sandy Spring Bank (collectively referred to herein as "the board" or "the company") establishes this Executive and Governance Committee ("the committee") as a standing committee of the board to serve the board in general oversight of the company and governance issues.

This charter is intended as a component of a flexible governance framework within which the board, assisted by its committees, directs the affairs of the company. It should be interpreted within the context of all applicable laws, regulations, listing requirements and the company's articles of incorporation, corporate bylaws and Corporate Governance Policy. It is not intended to establish by its own force legally binding obligations.

Purpose

Pursuant to the provisions of the bylaws, the board may delegate to the committee the power to exercise all of the authority of the board in the management of the affairs and property of the company, except such authority that is specifically reserved by the general laws of the State of Maryland to the full board.

Therefore, the committee, as a standing committee, is responsible for supporting the board in the performance of its duties and responsibilities with regard to (1) actions between board meetings, (2) governance policy issues and processes, including ongoing development for directors, (3) board and director evaluation processes and (4) evaluation and succession for the Chief Executive Officer (CEO).

Committee Membership

The committee will be comprised of the chairs of the standing committees of the board, the chair of the board, the president and CEO, the "lead director" if one is appointed by the board, and other directors as may be appropriate, at the discretion of the board. The chair of the board shall serve as the committee chair if he or she is independent under the listing standards of the Nasdaq Stock Market. In the event the chair of the board does not meet this qualification, the committee will be chaired by the lead director.

Duties and Responsibilities

1. Actions Between Board Meetings. The committee has the power to exercise all of the authority of the board in the management of the affairs and property of the company delegated to it by the board (except such authority that is specifically reserved by the general laws of the State of Maryland to the full board); the authority to handle

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unresolved issues referred to it by the board for further deliberation; and the authority to handle emergency board issues between board meetings that the chair of the board determines to be an emergency that should not be postponed until the next scheduled meeting and for which a special meeting is not practicable.

With regard to the general delegation of authority to the committee, the board grants the committee the standing authority to: buy or sell company assets or liabilities; execute and deliver leases, deeds or contracts; prosecute or compromise claims; institute or settle litigation; and file any necessary or desirable regulatory applications, public filings, papers or other documents. It is the intention of this provision to be by way of illustration and not limitation, and that the committee shall have the broadest grant of general authority permissible under the law.

Notwithstanding the foregoing, the committee does nothave any power or authority as to the following:

1. • The recommendation or submission to shareholders of any action requiring approval of shareholders.
   • The creation or filling of vacancies in the board or committees created pursuant to the bylaws.
   • The issuance of stock or the declaration of dividends to shareholders or other distributions of stock.
   • The adoption, amendment or repeal of the bylaws.
   • The amendment or repeal of any board resolution that by its terms is amendable or repealable only by the board.
   • Action on matters committed by the bylaws, committee charter or board resolution exclusively to another board committee.
   • Any action otherwise restricted by law, regulation or rule.
2. Governance Policy Issues and Processes. The committee supports the board in its corporate governance responsibilities and in regard thereto shall:

1. Perform an annual review of the Corporate Governance Policy and make recommendations to the board with regard thereto.
2. Review qualifications and independence of the members of the board and its various committees as well as the composition of the board.
3. Review committee membership and chair appointments with the CEO and make recommendations with regard thereto to the board for approval and appointment.

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1. 1. Prepare and conduct the evaluation of the chair of the board.
   2. Provide for educational and development opportunities for board members.
   3. Administer the Code of Ethics and Business Conduct of the company on behalf of the board. Periodically review, recommend changes, consider exceptions and monitor compliance with the Code.
2. Board and Director Evaluation Processes. The committee supports the board in its goals of ensuring effective leadership among the board of directors, and in regard thereto shall conduct regular evaluations of the board as a whole, individual members, and committee effectiveness.
3. CEO Evaluation and Executive Succession. The committee supports the board in its management responsibilities by providing oversight of leadership effectiveness, development and evaluation and in regard thereto shall:
4. 1. Develop, in conjunction and agreement with the CEO, the annual goals for the CEO.
   2. Ensure the board has a process in place to provide an objective and effective evaluation of the CEO based upon, among other things, the annual goals and whether the CEO is supplementing his or her own strengths with a strong and capable team.
   3. Review and report to the Compensation Committee the results of the CEO's annual performance appraisal including his achievements relative to the annual goals, in particular, and his or her general competencies and skills to lead the company.
   4. Ensure leadership succession of the company for the achievement of long term goals and short term contingency planning. Review organizational structure and the plans for succession in the ranks of executive officers and periodically report to the board on executive officer succession planning and development.
   5. Manage the process of CEO succession.

Corporate Governance Responsibilities

The committee shall periodically review its own performance.

The committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the board for approval.

The committee shall assume such other duties and responsibilities as the board, from time to time, may delegate to the committee.

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Authorities and Management Support

The committee may, in its discretion, request and review information and reports from management to the extent that it deems appropriate or necessary. The committee may conduct or authorize investigations into any matters within the scope of its responsibilities and may meet with any employees of the company or any third parties it deems necessary in connection with such investigations.

The committee has the power and authority in its sole discretion to retain or obtain the advice of consultants, legal counsel, or other advisors (together, "advisors") as it determines necessary to carry out its duties and responsibilities under this charter. The committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisor retained by the committee.

The company shall provide for appropriate funding, as determined by the committee, in its capacity as a committee of the board, for payment of (i) compensation to any advisors employed by the committee, and (ii) ordinary administrative expenses of the committee that are necessary or appropriate in carrying out its duties.

Committee Meetings and Action

A majority of the committee members will constitute a quorum for the transaction of business. The committee shall act only on the affirmative vote of at least a majority of its members present at any meeting. The committee may also act without a meeting by securing the unanimous written consent of its members. Meetings of the committee may be held telephonically or by video conference.

The committee shall keep minutes of its meetings, which will include a record of any actions taken by the committee. The chair shall report the committee's actions, recommendations or findings to the board at the next regular or special board meeting following a committee meeting.

The committee will meet at regularly scheduled times in accordance with the committee's needs and the company's master calendar prepared annually and distributed to the board. Additionally, the committee may meet at such times as may be requested by its chair.

The committee may meet in executive session without the presence of members of management as often as it deems appropriate

The chair will set the agenda for committee meetings.

Except as expressly provided in this charter, the bylaws, or as required by law, regulation or listing standard, the committee may establish its own rules of procedure.

January 27, 2021

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