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EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2021

11. EMPLOYEE BENEFIT PLANS

Noncontributory Defined Benefit Pension Plan

The Bank sponsors a trusteed, noncontributory defined benefit pension plan covering substantially all employees and officers hired prior to January 1, 2007. The Bank also assumed the noncontributory defined benefit pension plan of FNB when it was acquired during 2015. The FNB plan was frozen prior to the acquisition and therefore, no additional benefits will accrue for employees covered under that plan. The Board of Directors in 2018 voted to terminate the plan acquired as part of the FNB acquisition with final settlement occurring in the fourth quarter of 2019. These two plans are collectively referred to herein as “the Plans”. The pension plans call for benefits to be paid to eligible employees at retirement based primarily upon years of service with the Bank and compensation rates during employment. Upon retirement or other termination of employment, employees can elect either an annuity benefit or a lump sum distribution of vested benefits in the pension plan. The Bank’s funding policy is to make annual contributions, if needed, based upon the funding formula developed by the pension plans’ actuary. The Bank did not make any contributions to the pension plans in 2021, 2020 or 2019.

In lieu of the pension plan, employees with a hire date of January 1, 2007 or later are eligible to receive, after meeting length of service requirements, an annual discretionary 401(k) plan contribution from the Bank equal to a percentage of an employee’s base compensation. The contribution amount is placed in a separate account within the 401(k) plan and is subject to a vesting requirement. Contributions by the Company totaled $290,000, $212,0000 and $200,000 for 2021, 2020 and 2019, respectively.

The following table sets forth the obligation and funded status of the Plans as of December 31 (in thousands):

	2021			2020
Change in benefit obligation
Benefit obligation at beginning of year	$	14,020		$	13,027
Service cost		380			330
Interest cost		270			332
Actuarial (Gain) / Loss		(438	)		1,810
Settlement gain		(17	)		(34	)
Benefits paid		(1,092	)		(1,445	)
Benefit obligation at end of year		13,123			14,020
Change in plan assets
Fair value of plan assets at beginning of year		13,247			13,277
Actual return (loss) on plan assets		1,761			1,415
Employer contribution		-			-
Benefits paid		(1,092	)		(1,445	)
Fair value of plan assets at end of year		13,916			13,247
Funded status	$	793		$	(773	)

Amounts not yet recognized as a component of net periodic pension cost as of December 31 (in thousands):

Amounts recognized in accumulated other comprehensive loss consists of:	2021		2020
Net loss	$	2,491	$	4,383
Prior service cost		-		-
Total	$	2,491	$	4,383

The accumulated benefit obligation for the defined benefit pension plan was $13,123,000 and $14,020,000 at December 31, 2021 and 2020 respectively.

The components of net periodic benefit costs for the years ended December 31 are as follows (in thousands):

	2021			2020			2019			Affected line item on the Consolidated Statement of Income
Service cost	$	380		$	330		$	289		Salary and Employee Benefits
Interest cost		270			332			588		Other Expenses
Return on plan assets		(895	)		(862	)		(924	)	Other Expenses
Settlement loss (gain)		235			302			(259	)	Other Expenses
Net amortization and deferral		336			233			272		Other Expenses
Net periodic benefit cost	$	326		$	335		$	(34	)

The estimated net loss that will be amortized from accumulated other comprehensive loss into the net periodic benefit cost (income) in 2022 is $142,000.

The weighted-average assumptions used to determine benefit obligations at December 31, 2021 and 2020 is summarized in the following table. The change in the discount rate is the primary driver of the actuarial gain that occurred in 2021 of $438,000.

	2021			2020
Discount rate FCCB Plan		2.25	%		2.00	%
Rate of compensation increase		3.00	%		3.00	%

The weighted-average assumptions used to determine net periodic benefit cost (income) for the year ended December 31. Due to the decision to terminate the pension plan acquired as part of the FNB acquisition, the discount rate for the plans will be separated for 2019.

	2021			2020			2019
Discount rate FCCB Plan		2.00	%		2.75	%		4.00	%
Discount rate FNB Plan	NA				NA			3.49	%
Expected long-term return on plan assets FCCB plan		7.00	%		7.00	%		7.00	%
Rate of compensation increase		3.00	%		3.00	%		3.00	%

The long-term rate of return on plan assets gives consideration to returns currently being earned on plan assets as well as future rates expected to be earned. The investment objective is to maximize total return consistent with the interests of the participants and beneficiaries, and prudent investment management. The allocation of the pension plan assets is determined on the basis of sound economic principles and is continually reviewed in light of changes in market conditions. Asset allocation favors equity securities, with a target allocation of 50-70%. The target allocation for debt securities is 30-50%. At December 31, 2021, the pension plan had a sufficient cash and money market position in order to re-allocate the equity portfolio for diversification purposes and reduce risk in the total portfolio. The following table sets forth by level, within the fair value hierarchy as defined in footnote 19, the Plan’s assets at fair value as of December 31, 2021 and 2020 (dollars in thousands):

2021	Level I		Level II		Level III		Total		Allocation
Assets
Cash and cash equivalents	$	188	$	-	$	-	$	188		1.4	%
Equity Securities		6,291		-		-		6,291		45.2	%
Mutual Funds and ETF’s		5,246		-		-		5,246		37.7	%
Corporate Bonds		-		2,191		-		2,191		15.7	%
Total	$	11,725	$	2,191	$	-	$	13,916		100.0	%

2020	Level I		Level II		Level III		Total		Allocation
Assets
Cash and cash equivalents	$	456	$	-	$	-	$	456		3.4	%
Equity Securities		5,709		-		-		5,709		43.1	%
Mutual Funds and ETF’s		4,410		-		-		4,410		33.3	%
Corporate Bonds		-		2,672		-		2,672		20.2	%
Total	$	10,575	$	2,672	$	-	$	13,247		100.0	%

Equity securities include the Company’s common stock in the amounts of $686,000 (4.9% of total plan assets) and $627,000 (4.7% of total plan assets) at December 31, 2021 and 2020, respectively.

The Bank does not expect to make a contribution to its pension plan in 2022. Expected future benefit payments that the Bank estimates from its pension plan are as follows (in thousands):

2022	$	420
2023		634
2024		806
2025		1,161
2026		2,130
2027 - 2031		3,944

Defined Contribution Plan

The Company sponsors a voluntary 401(k) savings plan which eligible employees can elect to contribute up to the maximum amount allowable not to exceed the limits of IRS Code Sections 401(k). Under the plan, the Company also makes required contributions on behalf of the eligible employees. The Company’s contributions vest immediately. Contributions by the Company totaled $563,000, $518,000 and $446,000 for 2021, 2020 and 2019, respectively.

Directors’ Deferred Compensation Plan

The Company’s directors may elect to defer all or portions of their fees until their retirement or termination from service. Amounts deferred under the deferred compensation plan earn interest based upon the highest current rate offered to certificate of deposit customers. Amounts deferred under the deferred compensation plan are not guaranteed and represent a general liability of the Company. As of December 31, 2021 and 2020, an obligation of $587,000 and $632,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet. Amounts included in interest expense on the deferred amounts totaled $6,000, $8,000 and $19,000 for the years ended December 31, 2021, 2020 and 2019, respectively.

Restricted Stock Plan

The Company maintains a Restricted Stock Plan (the Plan) whereby employees and non-employee corporate directors are eligible to receive awards of restricted stock based upon performance related requirements. Awards granted under the Plan are in the form of the Company’s common stock and maybe subject to certain vesting requirements including in the case of employees, continuous employment or service with the Company. In April 2016, the Company’s stockholder authorized a total of 150,000 shares of the Company’s common stock to be made available under the Plan. As of December 31, 2021, 119,391 shares remain available to be issued under the Plan. The Plan assists the Company in attracting, retaining and motivating employees to make substantial contributions to the success of the Company and to increase the emphasis on the use of equity as a key component of compensation. The following table details the vesting, awarding and forfeiting of unearned restricted shares during 2021:

	2021
	Shares			Weighted Average Market Price
Outstanding, beginning of year		10,202		$	55.93
Granted		4,660			60.73
Forfeited		(70	)		55.03
Vested		(7,838	)		56.51
Outstanding, end of year		6,954		$	58.51

Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period. Compensation expense related to restricted stock was $318,000, $333,000 and $299,000 for the years ended December 31, 2021, 2020 and 2019, respectively. The per share weighted-average grant-date fair value of restricted shares granted during 2021, 2020 and 2019 was $60.73, $50.89 and $60.02, respectively. At December 31, 2021, the total compensation cost related to nonvested awards that has not yet been recognized was $407,000, which is expected to be recognized over the next 3 years.

Supplemental Executive Retirement Plan

The Company maintains a non-qualified supplemental executive retirement plan (“SERP”) for certain executives to compensate those executive participants in the Company’s noncontributory defined benefit pension plan whose benefits are limited by compensation limitations under current tax law. At December 31, 2021 and 2020, an obligation of $2,509,000 and $2,077,000, respectively, for the SERP was included in other liabilities in the Consolidated Balance Sheet. Expenses related to the SERP totaled $473,000, $107,000 and $251,000 for the years ended December 31, 2021, 2020 and 2019, respectively. Benefit payments for 2021 and 2020 were $42,000 and $32,000, respectively. There were no benefit payments in 2019.

Deferred Compensation Plan

The Company in 2018 initiated a non-qualified executive deferred compensation plan for eligible employees designated by the Board of Directors. At December 31, 2021 and 2020, an obligation of $940,000 and $631,000, respectively, was included in other liabilities for the deferred compensation plan in the Consolidated Balance Sheet. Expenses related to the deferred compensation plan totaled $309,000, $230,000 and $343,000 for the years ended December 31, 2021, 2020 and 2019, respectively. There were no benefit payments in 2021, 2020 or 2019.

Salary Continuation Plan

The Company maintains a salary continuation plan for certain employees acquired through the acquisition of the FNB. At December 31, 2021 and 2020 an obligation of $646,000 and $673,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet. Expenses related to the salary continuation plan totaled $49,000, $51,000 and $52,000 for the years ended December 31, 2021, 2020 and 2019, respectively.

Continuation of Life Insurance Plan

The Company, as part of the acquisition of FNB, has promised a continuation of life insurance coverage to certain persons post-retirement. GAAP requires the recording of post-retirement costs and a liability equal to the present value of the cost of post-retirement insurance during the person’s term of service. The estimated present value of future benefits to be paid totaled $696,000 and $687,000 at December 31, 2021 and 2020, respectively, which is included in other liabilities in the Consolidated Balance Sheet. Expenses for the plan totaled $9,000, $2,600 and $36,000 for the years ended December 31, 2021, 2020 and 2019, respectively.