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EMPLOYEE BENEFIT PLANS
12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS
Pension Plans

The Company maintains a multiemployer defined benefit pension plan (the "Pension Plan") administered by Pentegra Retirement Services (the "Fund" or "Pentegra Defined Benefit Plan for Financial Institutions"). The Fund does not segregate the assets or liabilities of all participating employers and accordingly, disclosure of plan assets, accumulated vested and nonvested benefits is not possible. Effective July 1, 2006, the Company froze the defined benefit plan by eliminating all future benefit accruals.

In conjunction with the acquisition of Peoples Federal Bancshares, Inc., the parent of Peoples Federal Savings Bank ("Peoples") in 2015, the Company acquired the Peoples Federal Defined Benefit Pension Plan ("Peoples Plan"). The Peoples Plan was frozen at the date of acquisition and will be maintained in the same manner as the Pension Plan. The Peoples Plan is also administered by Pentegra Retirement Services under the same Fund as the Pension Plan.

The Company’s participation in the Pension Plan and the Peoples Plan (the "Pension Plans") for the annual period ended December 31, 2022, is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employer Identification Number ("EIN") and the three-digit plan number. The funding status of the Pension Plans is determined on the basis of the financial statements provided by the Fund using total plan assets and accumulated benefit obligation. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan ("FIP") or a rehabilitation plan ("RP") is either pending or has been implemented. The "Expiration Date of Collective-Bargaining Agreement" column lists the expiration dates of any collective-bargaining agreement(s) to which the Pension Plans are subject. Financial information for the Fund is made available through the public Form 5500 which is available by April 15th of the year following the plan year end.
  Funding Status
of Pension Plan
FIP/RP Status
Pending/
Implemented
Surcharge
Imposed
Expiration
Date of
Collective-
Bargaining
Agreement
Minimum
Contributions
Required for
Future
Periods
EIN/Pension
Plan Number
20222021
Pentegra defined benefit plan for financial institutions13-5645888/333At least 80 percentAt least 80 percentNoNoN/A$— 

Contributions to the Fund are based on each individual employer’s experience. The Company bears the market risk relating to the Pension Plan and will continue to fund the Pension Plan as required. The Pension Plan year is July 1 through June 30. The Company’s total contributions to the Pension Plan did not represent more than 5% of the total contributions to the Pension Plan as indicated in the Pension Plan’s most recently available annual report dated June 30, 2022. The comparability
of employer contributions is impacted by asset performance, discount rates and the reduction in the number of covered employees year over year.

The Company’s contributions to the Pension Plans were as follows for the periods indicated:
  Required Contributions - Plan Year Allocation
 Contribution2022-20232021-20222020-2021
 (Dollars in thousands)
2022$499 $499 $— $— 
2021$626 $— $626 $— 
2020$929 $— $— $929 
    
In conjunction with the acquisition of Blue Hills Bancorp, Inc., parent of Blue Hills Bank (collectively, "BHB") in 2019, the Company acquired the Savings Banks Employees Retirement Association Pension Plan as adopted by BHB (the "BHB Plan").  The BHB Plan is administered by Savings Banks Employees Retirement Association ("SBERA") and was frozen on October 31, 2014.  Accumulated benefits for participants earned through the end of October 2014 remain secured by the BHB Plan assets as of December 31, 2022 and 2021. Information pertaining to the BHB Plan is as follows:
Years Ended December 31
20222021
(Dollars in thousands)
Change in plan assets:
Fair value of plan assets at beginning of year$14,099 $12,225 
Actual return on plan assets(2,126)1,480 
Employer contribution— 950 
Benefits paid(2,084)(556)
Settlement payments— — 
Fair value of plan assets at end of year$9,889 $14,099 
Change in benefit obligation:
Benefit obligation at beginning of year13,939 15,052 
Interest cost366 344 
Actuarial gain(3,505)(901)
Benefits paid(2,084)(556)
Settlement payments— — 
Benefit obligation at end of year$8,716 $13,939 
Funded status at end of year$1,173 $160 

At December 31, 2022 and 2021, the discount rate used to determine the benefit obligation was 4.97% and 2.68%, respectively.
The components of net period pension benefit are as follows:
Years Ended December 31
20222021
(Dollars in thousands)
Interest cost$366 $344 
Expected return on plan assets(966)(891)
Amortization of net actuarial loss28 208 
Settlement gain(31)— 
Net period pension benefit$(603)$(339)

The discount rate used to determine net periodic pension cost for the years ended December 31, 2022 and 2021 was 2.68% and 2.35%, respectively. The expected long-term rate of return on plan assets used to determine the net periodic pension cost for the years ended December 31, 2022 and 2021 was 7.00%. Assumptions with respect to the expected long-term rate of return are based on prevailing yields on high-quality, fixed-income investments increased by a premium for equity return expectations.

During the year ended December 31, 2022, the Company's Board of Directors voted to terminate the BHB Plan. As a result, the assets of the BHB plan were transferred to a money market account until the termination is approved by all regulatory bodies. Prior to all assets being held in a money market account and classified within Level 1 of the fair value hierarchy, SBERA offered a common and collective trust as the underlying investment structure for pension plans participating in SBERA. As of December 31, 2021 the target allocation mix for the common and collective trust portfolio called for an equity-based investment range from 49% to 63% of total portfolio assets. The remainder of the portfolio was allocated to fixed income securities with a target range of 28% to 42% and other investments including global asset allocation and hedge funds from 3% to 15%. The Trustees of SBERA, through the Association's Investment Committee ("AIC"), selected investment managers for the common and collective trust portfolio. A professional investment advisory firm is retained by the AIC to provide allocation analysis, performance measurement and to assist with manager searches. The overall investment objective was to diversify equity investments across a spectrum of investment types to limit risks from large market swings.

The fair value of major categories of the BHB Plan assets as of December 31, 2021 are summarized below:
Fair Value Measurements at Reporting Date Using
Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs
(Level 3)
December 31, 2021
(Dollars in thousands)
Collective funds$1,542 1,542 $— $— 
Equity securities3,391 3,391 — — 
Mutual funds1,702 1,702 — — 
Total investments in the fair value hierarchy$6,635 $6,635 $— $— 
Investments measured at net asset value (1)7,464 
$14,099 
(1)Under the Fair Value Measurements and Disclosure Topic of the FASB ASC, certain investments that were measured at fair value at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.

The fair value hierarchy above was received from SBERA, the plan administrator. The BHB Plan assets measured at fair value in Level 1 are based on quoted market prices in an active exchange market. BHB Plan assets measured at fair value in Level 2, as applicable, are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. BHB Plan assets measured at fair value in Level 3, as applicable, are based on unobservable inputs, which include the SBERA’s assumptions and the best information available under the circumstance.
Presented in the table below are the estimated future benefit payments for the BHB Plan. These payments were calculated prior to the approval of the BHB Plan's termination.
Amount
(Dollars in thousands)
2023$546 
2024$445 
2025$453 
2026$458 
2027$488 
2028-2032$2,731 

The Company’s total defined benefit plan expense was $562,000, $1.2 million, and $1.9 million, for the years ending December 31, 2022, 2021, and 2020, respectively.

Supplemental Executive Retirement Plans

The Bank maintains frozen defined benefit supplemental executive retirement plans ("SERP") for certain highly compensated employees designed to offset the impact of regulatory limits on benefits under qualified pension plans. The Bank also maintains defined benefit SERPs acquired from previous acquisitions. The Bank has established and funded rabbi trusts to accumulate funds in order to satisfy the contractual liability of these supplemental retirement plan benefits. These agreements provide for the Bank to pay all benefits from its general assets, and the establishment of these trust funds does not reduce nor otherwise affect the Bank’s continuing liability to pay benefits from such assets except that the Bank’s liability shall be offset by actual benefit payments made from the trusts. The related trust assets included in the Company's available for sale securities portfolio totaled $18.6 million and $20.3 million at December 31, 2022 and 2021, respectively.

The following table shows the defined benefit supplemental retirement expense, and the contributions paid to the plans which were used only to pay the current year benefits for the years indicated:
202220212020
 (Dollars in thousands)
Retirement expense$1,681 $2,275 $1,770 
Benefits paid$475 $475 $475 
Expected future benefit payments for the defined benefit supplemental executive retirement plans are presented below:
 Defined Benefit Supplemental Executive
Retirement Plans
Expected Benefit
Payments
(Dollars in thousands)
2023$471 
2024$1,202 
2025$1,241 
2026$1,230 
2027$1,191 
2028-2032$6,102 
The measurement date used to determine the defined benefit supplemental executive retirement plans' benefits is December 31 for each of the years reported. The following table illustrates the status of the defined benefit supplemental executive retirement plans at December 31 for the years presented:
 Defined Benefit Supplemental Executive
Retirement Benefits
 202220212020
 (Dollars in thousands)
Change in accumulated benefit obligation
Benefit obligation at beginning of year$19,498 $20,752 $17,361 
Service cost561 574 505 
Interest cost492 424 518 
Actuarial (gain) loss(4,365)(1,777)2,843 
Benefits paid(475)(475)(475)
Benefit obligation at end of year$15,711 $19,498 $20,752 
Change in plan assets
Fair value of plan assets at beginning of year$— $— $— 
Employer contribution475 475 475 
Benefits paid(475)(475)(475)
Fair value of plan assets at end of year$— $— $— 
Funded status at end of year$(15,711)$(19,498)$(20,752)
Assets— — — 
Liabilities(15,711)(19,498)(20,752)
Funded status at end of year$(15,711)$(19,498)$(20,752)
Amounts recognized in accumulated other comprehensive income ("AOCI")
Net (gain) loss $(1,970)$3,002 $5,881 
Prior service cost22 43 218 
Amounts recognized in AOCI$(1,948)$3,045 $6,099 
Information for plans with an accumulated benefit obligation in excess of plan assets
Projected benefit obligation$15,711 $19,498 $20,752 
Accumulated benefit obligation$15,711 $19,498 $20,752 
Net periodic benefit cost
Service cost$561 $574 $505 
Interest cost492 424 518 
Amortization of prior service cost22 174 276 
Recognized net actuarial loss606 1,103 471 
Net periodic benefit cost$1,681 $2,275 $1,770 
Discount rate used for benefit obligation
4.67% - 4.93%
1.28% - 2.57%
0.43% - 2.18%
Discount rate used for net periodic benefit cost
1.28% - 2.57%
0.43% - 2.18%
2.00% - 3.04%
Rate of compensation increasen/an/an/a

Other Employee Benefits

The Bank may choose to create an incentive compensation plan for senior management and other officers to participate in at varying levels. In addition, the Bank may also pay a discretionary bonus to senior management, officers, and/or non-officers of the Bank. The expense for these incentive plans amounted to $24.3 million, $21.2 million and $11.0 million in 2022, 2021 and 2020, respectively.

The Bank has an Employee Savings Plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Employee Savings Plan, participating employees may defer a portion of their earnings, not to exceed the Internal Revenue Service annual contribution limits. The Bank matches 25% of each employee’s contributions up to
the first 6% of the employee’s eligible earnings. The 401(k) Plan incorporates an Employee Stock Ownership Plan for contributions invested in the Company’s common stock. The Company also provides three defined contributions under this Plan, providing the employees are deemed eligible. To be eligible for these contributions, an employee must complete one year and 1,000 hours of service. The defined contributions are made up of a safe harbor contribution, in which eligible employees receive a 3% cash contribution of eligible earnings to the social security limit, a discretionary contribution in which eligible employees receive a 2% cash contribution of eligible earnings up to the social security limit and a 5% cash contribution of eligible earnings over the social security limit up to the maximum amount permitted by law. Benefits contributed to employees under this defined contribution plan vest immediately. The defined contribution plan expense was $8.7 million, $7.8 million and $7.2 million for the years ended December 2022, 2021 and 2020, respectively.

The Company has a non-qualified deferred compensation plan which allows for deferrals of base salary and incentive payments until an elected distribution date in the future. This deferred compensation plan is available to certain highly compensated employees. Deferrals are invested at the election of the participant into one of the actively managed funds made available to the participant through the Company's Investment Management Group. The funds are held in a rabbi trust until the elected date of distribution.

The Company has a non-qualified 401(k) Restoration Plan ("Restoration Plan") for certain executive officers. The Restoration Plan is intended to contribute to each participant the amount of matching and discretionary contributions which would have been made to the existing Rockland Trust 401(k) plan on the participant's behalf, but were prohibited due to Internal Revenue Code limitations. Deferrals are invested at the election of the participant into one of the actively managed funds made available to the participant through the Company's Investment Management Group or in the Company's stock. These funds are held in a rabbi trust until the elected date of distribution. The Company recognized expense of $505,000, $303,000 and $400,000 related to this plan for services performed for the years ended December 31, 2022, 2021 and 2020, respectively.

Also as part of the Peoples acquisition in 2015, the Company assumed various Salary Continuation Agreements with certain current and former senior executives. The agreements require the payment of specified benefits upon retirement over periods of ten or twenty years as described in each agreement. Expense related to the Salary Continuation Agreements was $213,000, $210,000 and $207,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

Director Benefits    
The Company maintains two deferred compensation plans for the Company’s Board of Directors which permit non-employee directors to defer cash fees, one of which was in effect through December 31, 2018 and a new plan which was adopted effective January 1, 2019. Under the plan in effect through December 31, 2018, deferred compensation was invested in Company stock and held by the Company's Investment Management Group. Under the plan that took effect January 1, 2019, participating directors may defer all or a portion of their cash compensation into a choice of diversified investment portfolios comprised of stocks, bonds and cash. The amount of compensation deferred during 2022, 2021, and 2020 was $113,000, $84,000, and $101,000, respectively.