RETIREMENT AND POSTRETIREMENT PLANS

12 Months Ended

Dec. 31, 2021

RETIREMENT AND POSTRETIREMENT PLANS

RETIREMENT AND POSTRETIREMENT PLANS

19. RETIREMENT AND POSTRETIREMENT PLANS

The Bank maintains two noncontributory pension plans that existed before the Merger: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. Bank of America, N.A. (“BANA”) was the Trustee for the Employee Retirement Plan and BNB Bank Pension Plan assets as of December 31, 2021.  Pentegra Retirement Trust was the trustee for the Employee Retirement Plan prior to the transfer to BANA during the year ended December 31, 2021. The assets of both plans are overseen by the Retirement Committee (“Committee”), comprised of management, who meet quarterly and set investment policy guidelines. Merrill Lynch, Pierce, Fenner & Smith, Inc. (MLPF&S) and Blackrock are the investment managers of the assets of both plans.  The Committee meets with representatives of MLPF&S and reviews the performance of the plan assets.  Pension plan assets include cash and cash equivalents, equities and fixed income securities.  

Employee Retirement Plan

The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan. For the years ended December 31, 2021 and 2020, the Bank used December 31 as its measurement date for the Employee Retirement Plan.

The funded status of the Employee Retirement Plan was as follows:

	Year Ended December 31,
(In thousands)	2021		2020
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	26,891	$	25,405
Interest cost		562		732
Actuarial (gain) loss		(903)		2,204
Benefit payments		(1,589)		(1,450)
Projected benefit obligation at end of year		24,961		26,891
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year		27,142		25,202
Return on plan assets		3,140		3,390
Benefit payments		(1,589)		(1,450)
Balance at end of year		28,693		27,142
Funded status at end of year	$	3,732	$	251

The net periodic cost for the Employee Retirement Plan included the following components:

	Year Ended December 31,
(In thousands)	2021		2020		2019
Interest cost	$	562	$	732	$	901
Expected return on plan assets		(1,846)		(1,713)		(1,528)
Amortization of unrealized loss		824		914		913
Net periodic benefit (credit) cost	$	(460)	$	(67)	$	286

The change in accumulated other comprehensive loss that resulted from the Employee Retirement Plan is summarized as follows:

	Year Ended December 31,
(In thousands)	2021		2020
Balance at beginning of period	$	(7,119)	$	(7,506)
Amortization of unrealized loss		825		914
Gain (loss) recognized during the year		2,197		(527)
Balance at the end of the period	$	(4,097)	$	(7,119)
Period end component of accumulated other comprehensive loss, net of tax	$	2,808	$	4,858

Major assumptions utilized to determine the net periodic cost of the Employee Retirement Plan benefit obligations were as follows:

	At or for the Year Ended December 31,
	2021		2020		2019
Discount rate used for net periodic benefit cost	2.55	%	2.97	%	4.04	%
Discount rate used to determine benefit obligation at period end	2.55		2.15		2.97
Expected long-term return on plan assets used for net periodic benefit cost	7.00		7.00		7.00
Expected long-term return on plan assets used to determine benefit obligation at period end	7.00		7.00		7.00

Plan Assets

The Employee Retirement Plan’s overall investment strategy is to achieve a mix of approximately 97% of investments for long‐term growth and 3% for near‐term benefit payments with a wide diversification of asset types, fund strategies, and fund managers. Cash equivalents consist primarily of short-term investment funds. Equity securities primarily include investments in common stock, mutual funds, depository receipts and exchange traded funds. Fixed income securities include corporate bonds, government issues, mortgage-backed securities, high yield securities and mutual funds.

The weighted average expected long-term rate of return is estimated based on current trends in Employee Retirement Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns of approximately 9.0% and 5.0%, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the Employee Retirement Plan’s target allocation, the expected annual rate of return was determined to be 7.00% at both December 31, 2021 and 2020.

The Bank did not make any contributions to the Employee Retirement Plan during the year ended December 31, 2021. The Bank does not expect to make contributions to the Employee Retirement Plan during the year ending December 31, 2022.

The weighted-average allocation by asset category of the assets of the Employee Retirement Plan was summarized as follows:

	December 31,
	2021		2020
Asset category
Equity securities	54	%	67	%
Debt securities (bond mutual funds)	42		30
Cash equivalents	4		3
Total	100	%	100	%

The allocation percentages in the above table were consistent with future planned allocation percentages as of December 31, 2021 and 2020, respectively.

The following tables present a summary of the Employee Retirement Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 24 for a discussion of the fair value hierarchy).

	December 31, 2021
	Fair Value Measurements Using:
	Quoted
	Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
(In thousands)	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Description:
Cash and cash equivalents	$	—	$	1,001	$	—	$	1,001
Equities:
U.S. large cap		8,579		—		—		8,579
U.S. mid cap/small cap		2,896		—		—		2,896
International		3,560		—		—		3,560
Equities blend		479		—		—		479
Fixed income securities:
Corporate		—		1,288		—		1,288
Government		1,406		—		—		1,406
Mortgage-backed		—		1,858		—		1,858
High yield bonds and bond funds		—		7,626		—		7,626
Total Plan Assets	$	16,920	$	11,773	$	—	$	28,693

	December 31, 2020
	Fair Value Measurements Using:
	Quoted
	Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
(In thousands)	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Description:
Cash and cash equivalents	$	720	$	—	$	—	$	720
Mutual Funds (all registered and publicly traded) :
U.S. Large Cap		3,336		—		—		3,336
U.S. Mid Cap		1,571		—		—		1,571
U.S. Small Cap		618		—		—		618
International Equity		4,678		—		—		4,678
Fixed income		8,300		—		—		8,300
Common collective investment funds:
U.S. Large Cap		—		5,564		—		5,564
U.S. Mid Cap		—		742		—		742
U.S. Small Cap		—		1,613		—		1,613
Total Plan Assets	$	19,223	$	7,919	$	—	$	27,142

Benefit payments are anticipated to be made as follows:

Year Ended December 31,	Amount
2022	$	1,501
2023		1,490
2024		1,477
2025		1,412
2026		1,368
2027 to 2031		6,503

BNB Bank Pension Plan

During 2012, Bridge amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan. For the year ended December 31, 2021, the Bank used December 31 as its measurement date for the BNB Bank Pension Plan.

The funded status of the BNB Bank Pension Plan was as follows:

	Year Ended December 31,
(In thousands)	2021
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	—
Acquired in the Merger		33,897
Service cost		893
Interest cost		609
Actuarial gain		(304)
Benefit payments		(600)
Projected benefit obligation at end of year		34,495
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year		—
Acquired in the Merger		43,685
Return on plan assets		4,772
Benefit payments		(600)
Balance at end of year		47,857
Funded status at end of year	$	13,362

The net periodic cost for the BNB Bank Pension Plan included the following components:

	Year Ended December 31,
(In thousands)	2021
Service cost	$	893
Interest cost		609
Expected return on plan assets		(2,883)
Net periodic benefit credit	$	(1,381)

The change in accumulated other comprehensive income that resulted from the BNB Bank Pension Plan is summarized as follows:

	Year Ended December 31,
(In thousands)	2021
Balance at beginning of period	$	—
Gain recognized during the year		2,193
Balance at the end of the period	$	2,193
Period end component of accumulated other comprehensive income, net of tax	$	(1,503)

Major assumptions utilized to determine the net periodic cost of the BNB Bank Pension Plan benefit obligations were as follows:

	At or for the Year Ended December 31,
	2021
Discount rate used for net periodic benefit cost	2.69	%
Discount rate used to determine benefit obligation at period end	2.69
Expected long-term return on plan assets used for net periodic benefit cost	7.25
Expected long-term return on plan assets used to determine benefit obligation at period end	7.25

Plan Assets

The BNB Bank Pension Plan’s overall investment strategy is to achieve a mix of approximately 97% of investments for long‐term growth and 3% for near‐term benefit payments with a wide diversification of asset types, fund strategies, and fund managers. Cash equivalents consist primarily of short-term investment funds. Equity securities primarily include investments in common stock, mutual funds, depository receipts and exchange traded funds. Fixed income securities include corporate bonds, government issues, mortgage-backed securities, high yield securities and mutual funds.

The weighted average expected long-term rate of return is estimated based on current trends in BNB Bank Pension Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns of approximately 9.0% and 5.0%, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the BNB Bank Pension Plan’s target allocation, the expected annual rate of return was determined to be 7.25% at December 31, 2021.

The Bank did not make any contributions to the BNB Bank Pension Plan during the year ended December 31, 2021. The Bank does not expect to make contributions to the BNB Bank Pension Plan during the year ending December 31, 2022.

The weighted-average allocation by asset category of the assets of the BNB Bank Pension Plan was summarized as follows:

	December 31,
	2021
Asset category
Equity securities	60	%
Debt securities (bond mutual funds)	37
Cash equivalents	3
Total	100	%

The following tables present a summary of the BNB Bank Pension Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 24 for a discussion of the fair value hierarchy).

	December 31, 2021
	Fair Value Measurements Using:
	Quoted
	Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
(In thousands)	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Description:
Cash and cash equivalents	$	—	$	1,581	$	—	$	1,581
Equities:
U.S. large cap		13,623		—		—		13,623
U.S. mid cap/small cap		5,669		—		—		5,669
International		8,332		—		—		8,332
Equities blend		900		—		—		900
Fixed income securities:
Corporate		—		1,696		—		1,696
Government		1,700		—		—		1,700
Mortgage-backed		—		2,549		—		2,549
High yield bonds and bond funds		—		11,807		—		11,807
Total Plan Assets	$	30,224	$	17,633	$	—	$	47,857

Benefit payments are anticipated to be made as follows:

Year Ended December 31,	Amount
2022	$	1,119
2023		1,264
2024		1,274
2025		1,360
2026		1,563
2027 to 2031		9,153

401(k) Plan

The Company maintains a 401(k) Plan (the “401(k) Plan”) that existed before the Merger. The 401(k) Plan covers substantially all current employees. Legacy Dime employees that continued to be employed following the Merger Date, that met eligibility requirements, were automatically enrolled in the plan unless they elected not to participate. Newly hired employees are automatically enrolled in the plan on the first day of the month following the 60^th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $19,500 for the calendar year ended December 31, 2021. Under the provisions of the 401(k) plan, employee contributions are partially matched by the Bank as follows: 100% of each employee’s contributions up to 1% of each employee’s compensation plus 50% of each employee’s contributions over 1% but not in excess of 6% of each employee’s compensation for a maximum contribution of 3.5% of a participating employee’s compensation. Participants can invest their account balances into several investment alternatives. The 401(k) plan does not allow for investment in the Company’s common stock. Legacy Dime employees were allowed to rollover Company common stock shares in-kind held in the former Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and hold in the 401(k) Plan. The 401(k) held Company common stock within the accounts of participants totaling $9.7 million at December 31, 2021. During the year ended December 31, 2021, total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was $2.0 million.

Dime KSOP Plan

The Dime Community Bank KSOP Plan (“Dime KSOP Plan”) was terminated by resolution of the Legacy Dime Board of Directors.  The effective date of the Dime KSOP Plan termination was February 1, 2021, the date of the Merger. As such, all participants were required to transfer their assets out of the Dime KSOP Plan.  The KSOP held Legacy Dime common stock within the accounts of participants totaling $40 thousand and $33.7 million at December 31, 2021 and 2020. During the years

ended December 31, 2021, 2020 and 2019, total expense recognized as a component of salaries and employee benefits expense for the Dime KSOP Plan was $0.3 million, $1.9 million and $1.9 million, respectively.

BMP and Outside Director Retirement Plan

The Holding Company and Bank maintained the BMP, which existed in order to compensate executive officers for any curtailments in benefits due to statutory limitations on benefit plans. As of December 31, 2020, the BMP had investments, held in a rabbi trust, in the Common Stock of $2.2 million. Benefit accruals under the defined benefit portion of the BMP were suspended on April 1, 2000, when they were suspended under the Employee Retirement Plan.

Effective July 1, 1996, the Company established the Outside Director Retirement Plan to provide benefits to each eligible outside director commencing upon the earlier of termination of Board service or at age 75. The Outside Director Retirement Plan was frozen on March 31, 2005, and only outside directors serving prior to that date are eligible for benefits.

As of December 31, 2021 and 2020, the Bank used December 31 as its measurement date for both the BMP and Outside Director Retirement Plan.

In connection with the Merger, the Outside Director Retirement Plan and the BMP were terminated, resulting in lump sum payments to the participants in the amounts of $2.8 million for the Outside Director Retirement Plan and $6.2 million for the BMP. The total expense recognized as a curtailment loss during the three months ended March 31, 2021 was $1.5 million.

The combined funded status of the defined benefit portions of the BMP and the Director Retirement Plan was as follows:

	Year Ended December 31,
(In thousands)	2021		2020
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	9,328	$	9,360
Interest cost		12		234
Benefit payments		(9,063)		(771)
Actuarial (gain) loss		(277)		505
Projected benefit obligation at end of year		—		9,328
Plan assets at fair value:
Balance at beginning of year		—		—
Contributions		9,063		771
Benefit payments		(9,063)		(771)
Balance at end of period		—		—
Funded status at end of year	$	—	$	(9,328)

The combined net periodic cost for the defined benefit portions of the BMP and the Director Retirement Plan included the following components:

	Year Ended December 31,
(In thousands)	2021		2020		2019
Interest cost	$	12	$	234	$	351
Curtailment loss		1,543		—		—
Amortization of unrealized loss		—		179		59
Net periodic benefit cost	$	1,555	$	413	$	410

The combined change in accumulated other comprehensive loss that resulted from the BMP and Director Retirement Plan is summarized as follows:

	Year Ended December 31,
(In thousands)	2021		2020
Balance at beginning of year	$	(1,820)	$	(1,494)
Amortization of unrealized loss		—		179
Gain (loss) recognized during the year		277		(505)
Curtailment credit		1,543		—
Balance at the end of year	$	—	$	(1,820)
Period end component of accumulated other comprehensive loss, net of tax	$	—	$	1,228

Major assumptions utilized to determine the net periodic cost and benefit obligations for both the BMP and Director Retirement Plan were as follows:

	At or For the Year Ended December 31,
	2020		2019
Discount rate used for net periodic benefit cost – BMP	2.60	%	3.80	%
Discount rate used for net periodic benefit cost – Director Retirement Plan	2.68		3.84
Discount rate used to determine BMP benefit obligation at year end	1.55		2.60
Discount rate used to determine Director Retirement Plan benefit obligation at year end	1.69		2.68

Postretirement Benefit Plan

The Bank offered the Postretirement Benefit Plan to its retired employees who provided at least five consecutive years of credited service and were active employees prior to April 1, 1991. Postretirement Benefit Plan benefits were available only to full-time employees who commence or commenced collecting retirement benefits from the Retirement Plan immediately upon termination of service from the Bank. The Postretirement Benefit Plan was amended effective March 31, 2015 to eliminate plan participation for post-amendment retirees.

During the year ended December 31, 2020, Legacy Dime approved the termination of the Postretirement Benefit Plan in anticipation of the Merger. As a result of the decision to terminate the plan, no additional benefits will be paid after January 31, 2021, and a curtailment gain of $1.6 million was recognized through net periodic cost during the year ended December 31, 2020.

The funded status of the Postretirement Benefit Plan was as follows:

	Year Ended December 31,
(In thousands)		2021		2020
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	13	$	1,608
Interest cost		—		42
Actuarial loss		—		105
Curtailment gain		—		(1,577)
Benefit payments		(13)		(165)
Projected benefit obligation at end of year		—		13
Plan assets at fair value:
Balance at beginning of year		—		—
Contributions		13		165
Benefit payments		(13)		(165)
Balance at end of period		—		—
Funded status at end of year	$	—	$	(13)

The Postretirement Benefit Plan net periodic cost included the following components:

	Year Ended December 31,
(In thousands)	2020		2019
Interest cost	$	42	$	56
Curtailment gain		1,651		—
Amortization of unrealized loss		(9)		(20)
Net periodic benefit cost	$	1,684	$	36

The change in accumulated other comprehensive loss that resulted from the Postretirement Benefit Plan is summarized as follows:

		Year Ended December 31,
(In thousands)	2020
Balance at beginning of period	$	188
Amortization of unrealized loss		(9)
Recognition of prior service cost		(74)
Loss recognized during the year		(105)
Balance at the end of the period	$	—
Period end component of accumulated other comprehensive loss, net of tax	$	—

Major assumptions utilized to determine the net periodic cost were as follows:

	At or For the Year Ended December 31,
	2020		2019
Discount rate used for net periodic benefit cost	2.69	%	3.82	%
Discount rate used to determine benefit obligation at period end	0.29		2.69