Daniel Schrider
About Daniel J. Schrider
Age 60; nominated to join AUB’s Board contingent on closing the Sandy Spring Bancorp, Inc. merger (expected April 1, 2025); will also join the Bank board at the effective time and cease serving on Sandy Spring’s board. Career banker: commercial lender (1989), Chief Credit Officer (2003), President & CEO of Sandy Spring (since 2009), and chair of Sandy Spring’s board since 2023. Education: B.S. University of Maryland; MBA Mount St. Mary’s; graduate of ABA Stonier Graduate School of Banking. Recognized industry leader (ABA director; MBA chair; Stonier Advisory Board chair). Independent director determination affirmed by AUB’s Board in early 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandy Spring Bancorp, Inc. | President & CEO; Director; Board Chair | CEO since 2009; Director since 2009; Chair since 2023 | Led credit, growth, and governance; will cease Sandy Spring board service at AUB merger close |
| Sandy Spring Bank | Commercial Lender; Chief Credit Officer | Lender since 1989; CCO since 2003 | Credit leadership; risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Bankers Association | Director (prior); industry leadership | Prior service | National policy and advocacy |
| Maryland Bankers Association | Chair (prior) | Prior service | State banking leadership |
| Stonier Graduate School of Banking Advisory Board | Chair (prior) | Prior service | Executive banking education |
Board Governance
- Independence: AUB Board affirmatively determined Schrider is independent under NYSE and AUB categorical standards .
- Committee assignments: None specified for Schrider at nomination; board will increase by three seats and appoint him upon merger closing; committee placement TBD post-close .
- Attendance: 2024 board attendance was ≥75% for all members; Schrider did not serve in 2024 (N/A) .
- Engagement structures: Independent directors hold executive sessions at least quarterly; robust board and committee self-evaluations; majority vote standard with resignation policy .
Fixed Compensation
Prospective non-employee director compensation effective Jan 1, 2025 (Schrider becomes eligible upon appointment):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000 | Increased from $50,000 for 2025 |
| Annual Equity Retainer | $80,000 | Unrestricted AUB shares; increased from $65,000 |
| Committee Member Fee (non-Audit/Exec) | $10,000 | Increased from $8,000 |
| Audit Committee Member Fee | $15,000 | Increased from $11,000 |
| Committee Chair Fees | $22,500 (Audit); $16,000 (Comp/Risk); $14,000 (NCG/Trust) | Unchanged in 2025 |
| Executive Committee Meeting Fee | $1,000 (≥1 hour) or $500 (<1 hour, telephonic) | For members other than CEO |
Ownership Alignment Policies:
- Director stock ownership requirement: 5× annual cash retainer; new directors have 5 years to comply; all current directors in compliance; hedging and pledging prohibited .
Performance Compensation
- Non-employee directors at AUB receive unrestricted equity retainers; no performance-based equity or bonuses are disclosed for directors. The 2025 Stock and Incentive Plan applies clawback to awards and favors double-trigger vesting in change-in-control situations for assumed awards .
Other Directorships & Interlocks
| Company | Status | Interlock/Conflict Considerations |
|---|---|---|
| Sandy Spring Bancorp, Inc. | Current director and board chair until AUB merger close; will cease board service at close | Post-merger integration knowledge is an asset; independence affirmed despite prior executive role at acquired company |
Expertise & Qualifications
- Banking/Financial Services; Risk Management; Executive Leadership; Strategic Planning; Legal/Regulatory familiarity from industry leadership .
- Education: B.S. (University of Maryland), MBA (Mount St. Mary’s), ABA Stonier graduate .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (AUB common) | 168,636 shares | Derived from Sandy Spring holdings converting at 0.900 exchange ratio; includes 143,591 common, 29,791 restricted stock vesting at merger, and 13,992 RSUs vesting within 60 days, all converting to AUB shares |
| % of Shares Outstanding | <1% | Based on 90,153,099 shares outstanding as of March 3, 2025; none pledged |
| Pledging/Hedging | Prohibited | Company-wide policy applies to directors and executives |
Governance Assessment
- Committee roles and chairships remain TBD; independence confirmed, but prior CEO/chair role of acquired bank merits ongoing monitoring for potential perceived conflicts in integration decisions; AUB’s categorical independence standards and conflicts policy mitigate risks .
- Strong alignment mechanisms: mandatory director stock ownership (5× retainer), anti-hedging/pledging, frequent executive sessions, majority vote with resignation policy, robust risk oversight via board-level Risk Committee .
- Director pay mix is cash plus unrestricted equity, with 2025 increases aligned to market; no performance-based director pay—reduces incentives for excessive risk at board level .
- Say-on-pay context: AUB received ~93% support in 2024, indicating broad shareholder confidence in compensation governance; Compensation Committee uses independent consultant Meridian and peer group benchmarking .
- Clawback coverage under 2025 Plan and double-trigger change-in-control principles reflect shareholder-friendly governance practices .