Pension and Other Postretirement Benefit Plans

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Pension and Other Postretirement Benefit Plans

12. Pension and Other Postretirement Benefit Plans

The amounts recognized in accumulated other comprehensive loss, on a pre-tax basis, consist of the following, as of December 31:

	Net Actuarial						Prior Service
	(Gain) Loss						Cost (Credit)						Total
	2023		2022		2021		2023		2022		2021		2023		2022		2021
	(In thousands)
Employee Retirement Plan	$	3,978	$	3,944	$	1,414	$	—	$	—	$	—	$	3,978	$	3,944	$	1,414
Other Postretirement Benefit Plans		(2,268)		(2,512)		932		—		—		(27)		(2,268)		(2,512)		905
Outside Directors Plan		(1,158)		(1,034)		(440)		—		—		—		(1,158)		(1,034)		(440)
Total	$	552	$	398	$	1,906	$	—	$	—	$	(27)	$	552	$	398	$	1,879

Employee Retirement Plan:

The Company has a funded noncontributory defined benefit retirement plan covering substantially all of its salaried employees who were hired before September 1, 2005 (the “Retirement Plan”). The benefits are based on years of service and the employee’s compensation during the three consecutive years out of the final ten years of service, which was completed prior to September 30, 2006, the date the Retirement Plan was frozen, that produces the highest average. The Bank’s funding policy is to contribute annually the amount recommended by the Retirement Plan’s actuary. At December 31, 2023 and 2022, the Bank's Retirement Plan is invested 100% in fixed income funds. The Company did not make a contribution to the Retirement Plan during the years ended December 31, 2023, 2022, and 2021. Net pension (benefit) expense is recorded in salaries and employee benefits on the Consolidated Statements of Income. The Company uses a December 31 measurement date for the Retirement Plan.

The following table sets forth, for the Retirement Plan, the change in benefit obligation and assets, and for the Company, the amounts recognized in the Consolidated Statements of Financial Condition at December 31:

	2023		2022
	(In thousands)
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	17,172	$	22,109
Interest cost		812		553
Actuarial (gain) loss		199		(4,243)
Benefits paid		(1,151)		(1,247)
Projected benefit obligation at end of year		17,032		17,172
Change in plan assets:
Market value of assets at beginning of year		19,065		26,059
Actual return on plan assets		1,306		(5,747)
Benefits paid		(1,151)		(1,247)
Market value of plan assets at end of year		19,220		19,065
Accrued pension asset included in other assets	$	2,188	$	1,893

Assumptions used to determine the Retirement Plan’s benefit obligations are as follows at December 31:

	2023		2022
Weighted average discount rate	4.73	%	4.93	%
Rate of increase in future compensation levels	n/a		n/a

The mortality assumptions for 2023 and 2022 were based on the Pri-2012 Total Dataset with Scale MP-2021.

The components of the net pension (benefit) expense for the Retirement Plan are as follows for the years ended December 31:

	2023		2022		2021
	(in thousands)
Interest cost	$	812	$	553	$	512
Amortization of unrecognized (gain) loss		—		5		488
Expected return on plan assets		(1,109)		(1,031)		(1,096)
Net pension (benefit) expense		(297)		(473)		(96)
Current year actuarial (gain) loss		34		2,535		127
Amortization of actuarial (gains) losses		—		(5)		(488)
Total recognized in other comprehensive (income) loss		34		2,530		(361)
Total recognized in net pension (benefit) expense and other comprehensive (income) loss	$	(263)	$	2,057	$	(457)

Assumptions used to develop periodic pension cost for the Retirement Plan for the years ended December 31:

	2023		2022		2021
Weighted average discount rate	4.93	%	2.58	%	2.18	%
Rate of increase in future compensation levels	n/a		n/a		n/a
Expected long-term rate of return on assets	4.75	%	4.25	%	4.75	%

The following benefit payments are expected to be paid by the Retirement Plan for the years ending December 31:

	Future Benefit
	Payments
	(In thousands)
2024	$	1,247
2025		1,238
2026		1,237
2027		1,239
2028		1,232
2029-2033		6,052

The long-term rate of return on assets assumption was set based on historical returns earned by fixed income securities, adjusted to reflect expectations of future returns as applied to the plan’s target allocation of asset classes. Fixed income securities were assumed to earn real rates of return in the ranges of 3-5%. When these overall return expectations are applied to the plans target allocation, the result is an expected rate return of 4.75% for 2023.

The Retirement Plan’s weighted average asset allocations by asset category at December 31:

	2023		2022
Debt securities	100	%	100	%

At December 31, 2023, Plan assets are invested in a diversified mix of fixed income funds.

The long-term investment objectives are to maintain plan assets at a level that will sufficiently cover long-term obligations and to generate a return on plan assets that will meet or exceed the rate at which long-term obligations will grow. Adjustments to this mix are made periodically based on current capital market conditions and plan funding levels. Performance of the investment fund managers is monitored on an ongoing basis using modern portfolio risk analysis and appropriate index benchmarks.

The Company does not expect to make a contribution to the Retirement Plan in 2024.

The following table sets forth the Retirement Plan’s assets at the periods indicated:

	At December 31,
	2023		2022
	(In thousands)
Pooled Separate Accounts
Long duration bond fund (a)	$	4,842	$	4,596
Long corporate bond fund (b)		3,907		3,754
Prudential short term (c)		363		262
Mutual Fund
Investment grade bond fund (d)		10,108		10,453
Total	$	19,220	$	19,065

a. Comprised of fixed income securities with durations of longer than six years that seek to maximize total return consistent with the preservation of capital and prudent investment management.

b. Comprised of corporate bonds with an average duration within 0.25 years of the benchmark and its average credit quality is no lower than BBB. The fund seeks to outperform the Bloomberg Barclays Long Corporate Bond Index.

c. Comprised of money market instruments with an emphasis on safety and liquidity.

d. Comprised of high quality corporate bonds diversified broadly across industries, issuers and regions. The funds primary benchmark is the Bloomberg Barclays U.S. Credit Index.

The fair value of the mutual fund is determined daily using quoted market prices in an open market (level 1). The fair value of the pooled separate accounts is determined by the investment manager and is based on the value of the underlying assets held at December 31, 2023 and 2022. These are measured at net asset value under the practical expedient with future redemption dates.

The fair values of the Plan’s investments in pooled separate accounts are calculated each business day. All investments can be redeemed on a daily basis without restriction. The investments in pooled separate accounts, which are valued at net asset value, have not been classified in the fair value hierarchy in accordance with Accounting Standards Update (“ASU”) No. 2015-07 “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”.

Other Postretirement Benefit Plans:

The Company sponsors two unfunded postretirement benefit plans (the “Postretirement Plans”) that cover all retirees hired prior to January 1, 2011, who were full-time permanent employees with at least five years of service, and their spouses. Effective January 1, 2011, the Postretirement Plans are no longer available for new hires. One plan provides medical benefits through a 50% cost sharing arrangement. Effective January 1, 2000, the spouses of future retirees were required to pay 100% of the premiums for their coverage. The other plan provides life insurance benefits and is noncontributory. Effective January 1, 2010, life insurance benefits are not available for future retirees. Under these programs, eligible retirees receive lifetime medical and life insurance coverage for themselves and lifetime medical coverage for their spouses. Net postretirement (benefit) expense is recorded in salaries and employee benefits on the Consolidated Statements of Income. The Company reserves the right to amend or terminate these plans at its discretion.

Comprehensive medical plan benefits equal the lesser of the normal plan benefit or the total amount not paid by Medicare. Life insurance benefits for retirees are based on annual compensation and age at retirement. As of December 31, 2023, the Company has not funded these plans. The Company used a December 31 measurement date for these plans.

The following table sets forth, for the Postretirement Plans, the change in benefit obligation and assets, and for the Company, the amounts recognized in the Consolidated Statements of Financial Condition at December 31:

	2023		2022
	(In thousands)
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	7,851	$	10,853
Service cost		158		269
Interest cost		381		277
Actuarial (gain) loss		6		(3,444)
Benefits paid		(124)		(104)
Projected benefit obligation at end of year		8,272		7,851
Change in plan assets:
Market value of assets at beginning of year		—		—
Employer contributions		124		104
Benefits paid		(124)		(104)
Market value of plan assets at end of year		—		—
Accrued pension cost included in other liabilities	$	8,272	$	7,851

Assumptions used in determining the actuarial present value of the accumulated postretirement benefit obligations at December 31 are as follows:

	2023		2022
Discount rate	4.73	%	4.93	%
Rate of increase in health care costs
Initial	7.50	%	7.50	%
Ultimate (year 2090)	4.54	%	4.44	%
Annual rate of salary increase for life insurance	n/a		n/a

The mortality assumptions for 2023 and 2022 were based on the Pri-2012 with Scale MP-2021.

The resulting net periodic postretirement expense consisted of the following components for the years ended December 31:

	2023		2022		2021
	(In thousands)
Service cost	$	158	$	269	$	293
Interest cost		381		277		233
Amortization of unrecognized (gain) loss		(238)		—		30
Amortization of past service credit		—		(27)		(85)
Net postretirement benefit expense		301		519		471
Current year actuarial gain (loss)		6		(3,444)		(370)
Amortization of actuarial (gain) loss		238		—		(31)
Amortization of prior service credit		—		27		85
Total recognized in other comprehensive income (loss)		244		(3,417)		(316)
Total recognized in net postretirement (benefit) expense and other comprehensive income (loss)	$	545	$	(2,898)	$	155

Assumptions used to develop periodic postretirement expense for the Postretirement Plans for the years ended December 31:

	2023		2022		2021
Rate of return on plan assets	n/a		n/a		n/a
Discount rate	4.93	%	2.58	%	2.18	%
Rate of increase in health care costs
Initial	7.50	%	7.50	%	7.50	%
Ultimate (year 2090)	4.44	%	5.00	%	5.00	%
Annual rate of salary increase for life insurance	n/a		n/a		n/a

The following benefit payments under the Postretirement Plan, which reflect expected future service, are expected to be paid for the years ending December 31:

	Future Benefit
	Payments
	(In thousands)
2024	$	255
2025		297
2026		347
2027		399
2028		414
2029-2033		2,751

Defined Contribution Plans:

The Bank maintains a tax qualified 401(k) plan which covers substantially all salaried employees who have completed one year of service. Currently, annual matching contributions under the Bank’s 401(k) plan equal 50% of the employee’s contributions, up to a maximum of 3% of the employee’s base salary. In addition, the 401(k) plan includes the Defined Contribution Retirement Plan (“DCRP”), under which the Bank contributes an amount equal to 4% of an employee’s eligible compensation as defined in the plan, and the Profit Sharing Plan (“PSP”) under, which at the discretion of the Company’s Board of Directors, a contribution is made. Employees hired after December 31, 2019 are not eligible to receive DCRP and PSP contributions. Contributions for the DCRP and PSP are made in the form of Company common stock at or after the end of each year. Annual contributions under these plans are subject to the limits imposed under the

Internal Revenue Code. Contributions by the Company into the 401(k) plan vest 20% per year over the employee’s first five years of service. Contributions to these plans are 100% vested upon a change of control (as defined in the applicable plan). Compensation expense recorded by the Company for these plans amounted to $3.4 million, $4.7 million, and $7.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The Bank provides a non-qualified deferred compensation plan as an incentive for officers who have achieved the designated level and completed one year of service. In addition to the amounts deferred by the officers, the Bank matches 50% of their contributions, generally up to a maximum of 5% of the officers’ base salary. Matching contributions under this plan vest 20% per year for five years. The non-qualified deferred compensation plan assets are held in a rabbi trust totaling $18.9 million and $16.4 million at December 31, 2023 and 2022, respectively. Contributions become 100% vested upon a change of control (as defined in the plan). Compensation expense recorded by the Company for this plan amounted to $0.5 million for each of the years 2023, 2022 and 2021.

Outside Director Retirement Plan:

The Bank has an unfunded noncontributory defined benefit Outside Director Retirement Plan (the “Directors’ Plan”), which provides benefits to each non-employee director who became a non-employee director before January 1, 2004. Upon termination an eligible director will be paid an annual retirement benefit equal to $48,000. Such benefit will be paid in equal monthly installments for 120 months. In the event of a termination of Board service due to a change of control, an eligible non-employee director will receive a cash lump sum payment equal to 120 months of benefit. In the event of the director’s death, the surviving spouse will receive the equivalent benefit. No benefits will be payable to a director who is removed for cause. The Holding Company has guaranteed the payment of benefits under the Directors’ Plan, for this reason the Bank has assets held in a rabbi trust totaling $2.0 million and $1.9 million at December 31, 2023 and 2022, respectively. Net pension (benefit) expense is recorded in other operating expense on the Consolidated Statements of Income. The Bank uses a December 31 measurement date for the Directors’ Plan.

The following table sets forth, for the Directors’ Plan, the change in benefit obligation and assets, and for the Company, the amounts recognized in the Consolidated Statements of Financial Condition at December 31:

	2023		2022
	(In thousands)
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	1,302	$	2,010
Service cost		8		11
Interest cost		59		48
Actuarial (gain) loss		(285)		(623)
Benefits paid		(68)		(144)
Projected benefit obligation at end of year		1,016		1,302
Change in plan assets:
Market value of assets at beginning of year		—		—
Employer contributions		68		144
Benefits paid		(68)		(144)
Market value of plan assets at end of year		—		—
Accrued pension cost included in other liabilities	$	1,016	$	1,302

The components of the net pension expense for the Directors’ Plan are as follows for the years ended December 31:

	2023		2022		2021
	(In thousands)
Service cost	$	8	$	11	$	16
Interest cost		59		48		46
Amortization of unrecognized (gain) loss		(161)		(29)		(18)
Net pension expense (income)		(94)		30		44
Current actuarial (gain) loss		(285)		(623)		(184)
Amortization of actuarial gain (loss)		161		29		18
Total recognized in other comprehensive income (loss)		(124)		(594)		(166)
Total recognized in net pension (benefit) expense and other comprehensive income (loss)	$	(218)	$	(564)	$	(122)

Assumptions used to determine benefit obligations and periodic pension expense for the Directors’ Plan for the years ended December 31:

	2023		2022		2021
Weighted average discount rate for the benefit obligation	4.73	%	4.93	%	2.58	%
Weighted average discount rate for periodic pension benefit expense	4.93	%	2.58	%	2.18	%
Rate of increase in future compensation levels	n/a		n/a		n/a

The following benefit payments under the Directors’ Plan, which reflect expected future service, are expected to be paid for the years ending December 31:

	Future Benefit
	Payments
	(In thousands)
2024	$	124
2025		96
2026		96
2027		96
2028		96
2029 - 2033		444