Benefit Plans

Pension and Post-retirement Benefits

The Bank has a noncontributory defined benefit pension plan covering its full-time employees who had attained age 21 with at least one year of service as of April 1, 2003. The pension plan was frozen on April 1, 2003. All participants in the pension plan are 100% vested. The pension plan’s assets are invested in investment funds and group annuity contracts currently managed by the Principal Financial Group and Allmerica Financial. Based on the measurement date of December 31, 2017, no contributions will be made to the pension plan in 2018.

In addition to pension benefits, certain health care and life insurance benefits are currently made available to certain of the Bank’s retired employees. The costs of such benefits are accrued based on actuarial assumptions from the date of hire to the date the employee is fully eligible to receive the benefits. Effective January 1, 2003, eligibility for retiree health care benefits was frozen as to new entrants and benefits were eliminated for employees with less than ten years of service as of December 31, 2002. Effective January 1, 2007, eligibility for retiree life insurance benefits was frozen as to new entrants and retiree life insurance benefits were eliminated for employees with less than ten years of service as of December 31, 2006.

The following table sets forth information regarding the pension plan and post-retirement healthcare and life insurance plans (in thousands):



	Pension							Post-retirement
	2017			2016		2015		2017		2016		2015
Change in benefit obligation:
Benefit obligation at beginning of year	$	29,533		28,274		28,921		20,805		25,694		28,333
Service cost	—			—		—		105		150		168
Interest cost	1,227			1,247		1,137		871		1,138		1,122
Actuarial loss	—			70		78		—		—		122
Benefits paid	(1,590		)	(1,247	)	(1,179	)	(560	)	(682	)	(644	)
Change in actuarial assumptions	2,800			1,189		(683	)	1,536		(5,495	)	(3,407	)
Benefit obligation at end of year	$	31,970		29,533		28,274		22,757		20,805		25,694
Change in plan assets:
Fair value of plan assets at beginning of year	$	43,153		41,448		42,744		—		—		—
Actual return on plan assets	5,307			2,952		(117	)	—		—		—
Employer contributions	—			—		—		560		682		644
Benefits paid	(1,590		)	(1,247	)	(1,179	)	(560	)	(682	)	(644	)
Fair value of plan assets at end of year	$	46,870		43,153		41,448		—		—		—
Funded status at end of year	$	14,900		13,620		13,174		(22,757	)	(20,805	)	(25,694	)

For the years ended December 31, 2017 and 2016, the Company, in the measurement of its pension plan and post-retirement obligations updated its mortality assumptions to the RP 2014 mortality table with the fully generational projection scale MP 2017 and MP 2016 issued by The Society of Actuaries ("SOA") in October 2017 and 2016, respectively. The prepaid pension benefits of $14.9 million and the unfunded post-retirement healthcare and life insurance benefits of $22.8 million at December 31, 2017 are included in other assets and other liabilities, respectively, in the consolidated statement of financial condition.

The components of accumulated other comprehensive loss (gain) related to the pension plan and other post-retirement benefits, on a pre-tax basis, at December 31, 2017 and 2016 are summarized in the following table (in thousands):



	Pension			Post-retirement
	2017		2016	2017		2016
Unrecognized prior service cost	$	—	—	—		—
Unrecognized net actuarial loss (gain)	11,091		11,968	(4,781	)	(6,993	)
Total accumulated other comprehensive loss (gain)	$	11,091	11,968	(4,781	)	(6,993	)

Net periodic benefit (increase) cost for the years ending December 31, 2017, 2016 and 2015, included the following components (in thousands):



	Pension							Post-retirement
	2017			2016		2015		2017		2016	2015
Service cost	$	—		—		—		105		150	168
Interest cost	1,227			1,247		1,137		871		1,138	1,122
Return on plan assets	(2,550		)	(2,449	)	(2,530	)	—		—	—
Amortization of:
Net gain (loss)	920			943		774		(677	)	—	1
Unrecognized prior service cost	—			—		—		—		—	(1	)
Net periodic benefit (increase) cost	$	(403	)	(259	)	(619	)	299		1,288	1,290

The weighted average actuarial assumptions used in the plan determinations at December 31, 2017, 2016 and 2015 were as follows:



	Pension						Post-retirement
	2017		2016		2015		2017		2016		2015
Discount rate	3.50	%	4.25	%	4.50	%	3.50	%	4.25	%	4.50	%
Rate of compensation increase	—		—		—		—		—		—
Expected return on plan assets	6.00		6.00		6.00		—		—		—
Medical and life insurance benefits cost rate of increase	—		—		—		6.00		6.00		6.00

The Company provides its actuary with certain rate assumptions used in measuring the benefit obligation. The most significant of these is the discount rate used to calculate the period-end present value of the benefit obligations, and the expense to be included in the following year’s financial statements. A lower discount rate will result in a higher benefit obligation and expense, while a higher discount rate will result in a lower benefit obligation and expense. The discount rate assumption was determined based on a cash flow-yield curve model specific to the Company’s pension and post-retirement plans. The Company compares this rate to certain market indices, such as long-term treasury bonds, or the Citigroup pension liability indices, for reasonableness. A discount rate of 3.50% was selected for the December 31, 2017 measurement date.

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A 1% change in the assumed health care cost trend rate would have had the following effects on post-retirement benefits at December 31, 2017 (in thousands):

Estimated future benefit payments, which reflect expected future service, as appropriate for the next five years, are as follows (in thousands):



	Pension		Post-retirement
2018	$	1,443	$	645
2019	1,496		684
2020	1,538		705
2021	1,593		771
2022	1,635		828

The weighted-average asset allocation of pension plan assets at December 31, 2017 and 2016 were as follows:



Asset Category	2017		2016
Domestic equities	38	%	37	%
Foreign equities	11	%	11	%
Fixed income	49	%	50	%
Real estate	2	%	2	%
Cash	0	%	0	%
Total	100	%	100	%

The Company’s expected return on pension plan assets assumption is based on historical investment return experience and evaluation of input from the Plan's Investment Consultant and the Company's Benefits Committee which manages the pension plan’s assets. The expected return on pension plan assets is also impacted by the target allocation of assets, which is based on the Company’s goal of earning the highest rate of return while maintaining risk at acceptable levels.

Management strives to have pension plan assets sufficiently diversified so that adverse or unexpected results from one security class will not have a significant detrimental impact on the entire portfolio. The target allocation of assets and acceptable ranges around the targets are as follows:



Asset Category	Target		Allowable Range
Domestic equities	37	%	30-41%
Foreign equities	11	%	5-13%
Fixed income	50	%	40-65%
Real estate	2	%	0-4%
Cash	0	%	0	%
Total	100	%

The Company anticipates that the long-term asset allocation on average will approximate the targeted allocation. Actual asset allocations are the result of investment decisions by a third-party investment manager.

The following tables present the assets that are measured at fair value on a recurring basis by level within the U.S. GAAP fair value hierarchy as reported on the statements of net assets available for Plan benefits at December 31, 2017 and 2016, respectively. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.



	Fair value measurements at December 31, 2017
(in thousands)	Total		(Level 1)	(Level 2)	(Level 3)
Group annuity contracts	$	120	—	120	—
Mutual funds:
Fixed income	13,725		13,725	—	—
International equity	5,110		5,110	—	—
Large U.S. equity	1,431		1,431	—	—
Small/Mid U.S. equity	950		950	—	—
Total mutual funds	21,216		21,216	—	—
Pooled separate accounts	25,534		—	25,534	—
Total investments	$	46,870	21,216	25,654	—



	Fair value measurements at December 31, 2016
(in thousands)	Total		(Level 1)	(Level 2)	(Level 3)
Group annuity contracts	$	127	—	127	—
Mutual funds:
Fixed income	12,740		12,740	—	—
International equity	4,659		4,659	—	—
Large U.S. equity	1,296		1,296	—	—
Small/Mid U.S. equity	840		840	—	—
Total mutual funds	19,535		19,535	—	—
Pooled separate accounts	23,491		—	23,491	—
Total investments	$	43,153	19,535	23,618	—

401(k) Plan

The Bank has a 401(k) plan covering substantially all employees of the Bank. For 2017, 2016 and 2015, the Bank matched 25% of the first 6% contributed by the participants. The contribution percentage is determined by the Board of Directors in its sole discretion. The Bank’s aggregate contributions to the 401(k) Plan for 2017, 2016 and 2015 were $890,000, $850,000 and $770,000, respectively.

Supplemental Executive Retirement Plan

The Bank maintains a non-qualified supplemental retirement plan for certain senior officers of the Bank. This plan was frozen as of April 1, 2003. The Supplemental Executive Retirement Plan, which is unfunded, provides benefits in excess of the benefits permitted to be paid by the pension plan under provisions of the tax law. Amounts expensed under this supplemental retirement plan amounted to $91,000, $96,000 and $93,000 for the years 2017, 2016 and 2015, respectively. At December 31, 2017 and 2016, $2.0 million and $2.1 million, respectively, were recorded in other liabilities on the consolidated statements of financial condition for this supplemental retirement plan. Decreases of $120,000, $30,000, and $82,000, net of tax, were recorded in other comprehensive income (loss) for 2017, 2016 and 2015, respectively, in connection with this supplemental retirement plan.

Retirement Plan for the Board of Directors of Provident Bank

The Bank maintains a Retirement Plan for the Board of Directors of the Bank, a non-qualified plan that provides cash payments for up to 10 years to eligible retired board members based on age and length of service requirements. The maximum payment under this plan to a board member, who terminates service on or after the age of 72 with at least ten years of service on the board, is forty quarterly payments of $1,250. The Bank may suspend payments under this plan if it does not meet Federal Deposit Insurance Corporation or New Jersey Department of Banking and Insurance minimum capital requirements. The Bank may terminate this plan at any time although such termination may not reduce or eliminate any benefit previously accrued to a board member without his or her consent. The plan was amended in December 2005 to terminate benefits under this plan for any directors who had less than ten years of service on the board of directors of the Bank as of December 31, 2006.

The plan further provides that, in the event of a change in control (as defined in the plan), the undistributed balance of a director’s accrued benefit will be distributed to him or her within 60 days of the change in control. The Bank paid $13,000, $17,500, and $20,000 to former board members under this plan for each of the years ended December 31, 2017, 2016 and 2015, respectively. At December 31, 2017 and 2016, $142,000 and $148,000, respectively, were recorded in other liabilities on the consolidated statements of financial condition for this retirement plan. A decrease of $1,000, a decrease of $3,000, and an increase of $1,800, net of tax, were recorded in other comprehensive income (loss) for 2017, 2016 and 2015, respectively, in connection with this plan.

Employee Stock Ownership Plan

The ESOP is a tax-qualified plan designed to invest primarily in the Company’s common stock that provides employees with the opportunity to receive a funded retirement benefit from the Bank, based primarily on the value of the Company’s common stock. The ESOP purchased 4,769,464 shares of the Company’s common stock at an average price of $17.09 per share with the proceeds of a loan from the Company to the ESOP. The outstanding loan principal at December 31, 2017, was $41.4 million. Shares of the Company’s common stock pledged as collateral for the loan are released from the pledge for allocation to participants as loan payments are made.

For the years ending December 31, 2017 and 2016, 242,254 shares and 219,623 shares from the ESOP were released, respectively. Unallocated ESOP shares held in suspense totaled 1,980,536 at December 31, 2017, and had a fair value of $53.4 million. ESOP compensation expense for the years ended December 31, 2017, 2016 and 2015 was $4.6 million, $3.7 million and $3.0 million, respectively.

Non-Qualified Supplemental Defined Contribution Plan (“the Supplemental Employee Stock Ownership Plan”)

Effective January 1, 2004, the Bank established a deferred compensation plan for executive management and key employees of the Bank, known as Provident Bank Non-Qualified Supplemental Employee Stock Ownership Plan (the “Supplemental ESOP”). The Supplemental ESOP was amended and restated as the Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental DC Plan”), effective January 1, 2010. The Supplemental DC Plan is a non-qualified plan that provides additional benefits to certain executives whose benefits under the 401(k) Plan and ESOP are limited by tax law limitations applicable to tax-qualified plans. The Supplemental DC Plan requires a contribution by the Bank for each participant who also participates in the 401(k) Plan and ESOP equal to the amount that would have been contributed under the terms of the 401(k) Plan and ESOP but for the tax law limitations, less the amount actually contributed under the 401(k) Plan and ESOP.

The Supplemental DC Plan provides for a phantom stock allocation for qualified contributions that may not be accrued in the qualified ESOP and for matching contributions that may not be accrued in the qualified 401(k) Plan due to tax law limitations. Under the Supplemental 401(k) provision, the estimated expense for the year ending December 31, 2017, 2016 and 2015 was $17,500, $14,500 and $11,500, respectively, and included the matching contributions plus interest credited at an annual rate equal to the ten-year bond-equivalent yield on U.S. Treasury securities. Under the Supplemental ESOP provision, the estimated expense for the year ending December 31, 2017, 2016 and 2015 was $105,000, $93,000 and $54,000, respectively. The phantom equity is treated as equity awards (expensed at the time of allocation) and not liability awards which would require periodic adjustment to market, as participants do not have an option to take their distribution in cash.

The Amended and Restated Long-Term Incentive Plan

Upon stockholders’ approval of the Amended and Restated Long-Term Incentive Plan on April 4, 2014, shares available for stock awards and stock options under the 2008 Long-Term Equity Incentive Plan were reserved for issuance under the new Amended and Restated Long-Term Incentive Plan. No additional grants of stock awards and stock options will be made under the 2008 Long-Term Equity Incentive Plan. The new plan authorized the issuance of up to 3,686,510 shares of Company common stock with no more than 2,100,000 shares permitted to be issued as stock awards. Shares previously awarded under the 2008 plans that are subsequently forfeited or expire may also be issued under the new plan.

Stock Awards

As a general rule, restricted stock grants are held in escrow for the benefit of the award recipient until vested. Awards outstanding generally vest in three annual installments, commencing one year from the date of the award. Additionally, certain awards are three-year performance vesting awards, which may or may not vest depending upon the attainment of certain corporate financial targets. Expense attributable to stock awards amounted to $5.0 million, $3.8 million and $4.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.

A summary status of the granted but unvested stock awards as of December 31, and changes during the year, is presented below:



	Restricted Stock Awards
	2017		2016		2015
Outstanding at beginning of year	547,698		591,746		846,462
Granted	288,519		351,836		339,936
Forfeited	(62,677	)	(178,632	)	(240,191	)
Vested	(112,757	)	(217,252	)	(354,461	)
Outstanding at the end of year	660,783		547,698		591,746

As of December 31, 2017, unrecognized compensation cost relating to unvested restricted stock totaled $5.7 million. This amount will be recognized over a remaining weighted average period of 1.9 years.

Stock Options

Each stock option granted entitles the holder to purchase one share of the Company’s common stock at an exercise price not less than the fair value of a share of the Company’s common stock at the date of grant. Options generally vest over a five-year period from the date of grant and expire no later than 10 years following the grant date. Additionally, certain options are three-year performance vesting options, which may or may not vest depending upon the attainment of certain corporate financial targets.

A summary of the status of the granted but unexercised stock options as of December 31, and changes during the year is presented below:



	2017				2016				2015
	Number of stock options		Weighted average exercise price		Number of stock options		Weighted average exercise price		Number of stock options		Weighted average exercise price
Outstanding at beginning of year	703,669		$	14.70	1,084,686		$	15.32	1,284,321		$	15.32
Granted	42,857		26.31		76,327		18.70		65,972		16.38
Exercised	(238,370	)	12.22		(368,838	)	16.92		(201,320	)	15.72
Forfeited	—		—		(82,006	)	16.42		(62,287	)	14.93
Expired	(500	)	17.94		(6,500	)	18.55		(2,000	)	17.94
Outstanding at the end of year	507,656		$	16.84	703,669		$	14.70	1,084,686		$	15.32

The total fair value of options vesting during 2017, 2016 and 2015 was $168,000, $247,000 and $274,000, respectively.

Compensation expense of approximately $138,000, $70,582 and $10,000 is projected for 2018, 2019 and 2020, respectively, on stock options outstanding at December 31, 2017.

The following table summarizes information about stock options outstanding at December 31, 2017:



	Options Outstanding				Options Exercisable
Range of exercise prices	Number of options outstanding	Average remaining contractual life	Weighted average exercise price		Number of options exercisable	Weighted average exercise price
$10.34-15.23	241,740	3.4 years	$	14.00	234,738	$	13.84
$16.38-26.31	265,916	7.4 years	$	19.13	136,183	$	17.45

The stock options outstanding and stock options exercisable at December 31, 2017 have an aggregate intrinsic value of $5,249,000 and $4,380,000, respectively.

The expense related to stock options is based on the fair value of the options at the date of the grant and is recognized ratably over the vesting period of the options.

Compensation expense related to the Company’s stock option plan totaled $203,000, $172,000 and $272,000 for 2017, 2016 and 2015, respectively.

The estimated fair values were determined on the dates of grant using the Black-Scholes Option pricing model. The fair value of the Company’ stock option awards are expensed on a straight-line basis over the vesting period of the stock option. The risk-free rate is based on the implied yield on a U.S. Treasury bond with a term approximating the expected term of the option. The expected volatility computation is based on historical volatility over a period approximating the expected term of the option. The dividend yield is based on the annual dividend payment per share, divided by the grant date stock price. The expected option term is a function of the option life and the vesting period.

The fair value of the option grants was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:



	For the year ended December 31,
	2017		2016		2015
Expected dividend yield	2.89	%	3.64	%	3.49	%
Expected volatility	20.34	%	20.71	%	21.29	%
Risk-free interest rate	2.05	%	1.21	%	1.58	%
Expected option life	8 years		8 years		8 years

The weighted average fair value of options granted during 2017, 2016 and 2015 was $4.20, $2.26 and $2.52 per option, respectively.

1% increase

1% decrease

Effect on total service cost and interest cost

Effect on post-retirement benefits obligation