RETIREMENT AND POSTRETIREMENT PLANS

12 Months Ended

Dec. 31, 2023

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, 2023.  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. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the Employee Retirement Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the years ended December 31, 2023 and 2022, 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)	2023		2022
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	19,021	$	24,961
Interest cost		900		622
Actuarial (gain) loss		384		(5,004)
Benefit payments		(1,584)		(1,558)
Projected benefit obligation at end of year		18,721		19,021
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year		22,593		28,693
Return on plan assets		294		(4,542)
Benefit payments		(1,584)		(1,558)
Balance at end of year		21,303		22,593
Funded status at end of year	$	2,582	$	3,572

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

	Year Ended December 31,
(In thousands)	2023		2022		2021
Interest cost	$	900	$	622	$	562
Expected return on plan assets		(1,521)		(1,949)		(1,846)
Amortization of unrealized loss		572		261		824
Net periodic benefit (credit) cost	$	(49)	$	(1,066)	$	(460)

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

	Year Ended December 31,
(In thousands)	2023		2022
Balance at beginning of period	$	(5,323)	$	(4,097)
Amortization of unrealized loss		572		261
Loss recognized during the year		(1,612)		(1,487)
Balance at the end of the period	$	(6,363)	$	(5,323)
Period end component of accumulated other comprehensive loss, net of tax	$	4,343	$	3,649

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,
	2023		2022		2021
Discount rate used for net periodic benefit cost	4.90	%	2.55	%	2.15	%
Discount rate used to determine benefit obligation at period end	4.70		4.90		2.55
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

At December 31, 2023, the Employee Retirement Plan’s assets included included debt securities. Debt 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, 2023 and 2022.

The Bank did not make any contributions to the Employee Retirement Plan during the year ended December 31, 2023. The Bank does not expect to make contributions to the Employee Retirement Plan during the year ending December 31, 2024.

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

	December 31,
	2023		2022
Asset category:
Equity securities	—	%	51	%
Debt securities	100		47
Cash equivalents	—		2
Total	100	%	100	%

The allocation percentages in the above table were consistent with future planned allocation percentages as of December 31, 2023 and 2022, 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, 2023
	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	$	—	$	58	$	—	$	58
Fixed income securities:
Government		21,245		—		—		21,245
Total Plan Assets	$	21,245	$	58	$	—	$	21,303

	December 31, 2022
	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	$	—	$	541	$	—	$	541
Equities:
U.S. large cap		8,398		—		—		8,398
U.S. mid cap/small cap		2,348		—		—		2,348
International		2,718		—		—		2,718
Equities blend		192		—		—		192
Fixed income securities:
Corporate		—		1,305		—		1,305
Government		2,527		—		—		2,527
Mortgage-backed		—		586		—		586
High yield bonds and bond funds		—		3,978		—		3,978
Total Plan Assets	$	16,183	$	6,410	$	—	$	22,593

Benefit payments for the fiscal year ending December 31^st are anticipated to be made as follows:

(In thousands)
2024	$	1,526
2025		1,518
2026		1,475
2027		1,447
2028		1,401
2029 to 2033		6,621

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, 2023, the Bank used December 31 as its measurement date for the BNB Bank Pension Plan. Effective December 31, 2023, the Bank froze all participant benefits under the BNB Pension Plan, the impact of which is reflected in the recorded curtailment as of December 31, 2023. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the BNB Bank Pension Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned.

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

	Year Ended December 31,
(In thousands)	2023		2022
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	27,920	$	34,495
Service cost		564		807
Interest cost		1,263		793
Actuarial gain		(883)		(7,111)
Curtailment		(446)		—
Benefit payments		(1,136)		(1,064)
Projected benefit obligation at end of year		27,282		27,920
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year		38,572		47,857
Return on plan assets		734		(8,221)
Benefit payments		(1,136)		(1,064)
Balance at end of year		38,170		38,572
Funded status at end of year	$	10,888	$	10,652

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

	Year Ended December 31,
(In thousands)	2023		2022
Service cost	$	564	$	807
Interest cost		1,263		793
Expected return on plan assets		(2,760)		(3,441)
Net periodic benefit credit	$	(933)	$	(1,841)

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)	2023		2022
Balance at beginning of period	$	(2,358)	$	2,193
Loss recognized during the year		(698)		(4,551)
Balance at the end of the period	$	(3,056)	$	(2,358)
Period end component of accumulated other comprehensive income, net of tax	$	2,087	$	1,617

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,
	2023		2022
Discount rate used for net periodic benefit cost	4.98	%	2.69	%
Discount rate used to determine benefit obligation at period end	4.79		4.98
Expected long-term return on plan assets used for net periodic benefit cost	7.25		7.25
Expected long-term return on plan assets used to determine benefit obligation at period end	7.25		7.25

Plan Assets

At December 31, 2023, the BNB Bank Pension Plan’s assets included cash equivalents and debt securities.

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, 2023 and 2022.

The Bank did not make any contributions to the BNB Bank Pension Plan during the year ended December 31, 2023. The Bank does not expect to make contributions to the BNB Bank Pension Plan during the year ending December 31, 2024.

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

	December 31,
	2023		2022
Asset category:
Equity securities	-	%	51	%
Debt securities	99		46
Cash equivalents	1		3
Total	100	%	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).

	Fair Value Measurements
	at December 31, 2023
	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	$	—	$	317	$	—	$	317
Fixed income securities:
Government		37,853		—		—		37,853
Total Plan Assets	$	37,853	$	317	$	—	$	38,170

	Fair Value Measurements
	at December 31, 2022
	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		14,310		—		—		14,310
U.S. mid cap/small cap		4,094		—		—		4,094
International		4,658		—		—		4,658
Equities blend		308		—		—		308
Fixed income securities:
Corporate		—		2,203		—		2,203
Government		4,275		—		—		4,275
Mortgage-backed		—		979		—		979
High yield bonds and bond funds		—		6,744		—		6,744
Total Plan Assets	$	27,645	$	10,927	$	—	$	38,572

Benefit payments for the fiscal year ending December 31^st are anticipated to be made as follows:

(In thousands)
2024	$	1,298
2025		1,379
2026		1,501
2027		1,477
2028		1,529
2029 to 2033		9,075

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. 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 $22,500 for the calendar year ended December 31, 2023. 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 $6.3 million and $7.8 million at December 31, 2023 and 2022, respectively. Total expense recognized as a component of

salaries and employee benefits expense for the 401(k) Plan was $2.5 million during the year ended December 31, 2023 and $2.3 million during the years December 31, 2022, and December 31, 2021, respectively.

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 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 Dime KSOP Plan was $338 thousand.

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. 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, the Bank used December 31^st 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 year ended December 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
(In thousands)	December 31, 2021
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year	$	9,328
Interest cost		12
Benefit payments		(9,063)
Actuarial (gain) loss		(277)
Projected benefit obligation at end of year		—
Plan assets at fair value:
Balance at beginning of year		—
Contributions		9,063
Benefit payments		(9,063)
Balance at end of period		—
Funded status at end of year	$	—

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

	Year Ended
(In thousands)	December 31, 2021
Interest cost	$	12
Curtailment loss		1,543
Amortization of unrealized loss		—
Net periodic benefit cost	$	1,555

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

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

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. The plan was terminated during the year ended December 31, 2020.

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

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