Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers

On January 25, 2023, the Board of Directors (the "Board") of Sandy Spring Bancorp, Inc. (the "Company"), following approval by the Compensation Committee of the Board, approved the Sandy Spring Bancorp, Inc. Annual Incentive Plan (the "Plan"). The Plan is intended to provide incentives to officers and employees of the Company, including the Company's executive officers, in the form of cash payments for achieving certain performance goals established under the Plan. Under the Plan, each eligible participant has an assigned target incentive level, which may be expressed as a fixed dollar amount, an allocation of a bonus pool, or a percentage of base salary. Depending on the achievement of specified levels of corporate financial performance goals, each eligible participant may earn a portion or multiple of the target incentive. The Board's approval of the Plan does not create a guarantee of an incentive award to any eligible participant, and the Board retains discretion to discontinue or amend the Plan at any time.

This summary is qualified in its entirety by reference to the copy of the Plan attached hereto as Exhibit 10.1, which is incorporated herein by reference.




Item 9.01   Financial Statements and Exhibits




Exhibits.

Exhibit No.    Description


  10.1         Sandy Spring Bancorp, Inc. Annual Incentive Plan
               Cover Page Interactive Data File (embedded within the Inline XBRL
104            document)

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