Benefits Plans

12 Months Ended

Dec. 31, 2022

Note 12- Benefits Plans

Pension Plan

The Company acquired, through the merger with Pamrapo Bancorp, Inc. a non-contributory defined benefit pension plan (“Pension Plan”) covering all eligible employees of Pamrapo Savings Bank. Effective January 1, 2010, the Pension Plan was frozen by Pamrapo Savings Bank. All benefits for eligible participants accrued in the Pension Plan to the freeze date have been retained. The benefits are based on years of service and employee’s compensation. The Pension Plan is funded in conformity with funding requirements of applicable government regulations. Prior service costs for the Pension Plan generally are amortized over the estimated remaining service periods of employees.

The following tables set forth the Pension Plan's funded status at December 31, 2022 and 2021 and components of net periodic pension cost for the years ended December 31, 2022 and 2021:


Change in Benefit Obligation:		December 31,
		2022		2021
		(In Thousands)
Benefit obligation, beginning of year	$	6,492	$	8,194
Interest cost		178		201
Actuarial (gain) loss		(1,362)		(929)
Benefits paid		(363)		(459)
Lump sum distributions		(10)		(515)
Benefit obligation, ending	$	4,935	$	6,492
Change in Plan Assets:
Fair value of assets, beginning of year	$	7,144	$	7,112
Actual return on plan assets		(806)		1,006
Benefits paid		(363)		(459)
Lump sum distributions		(10)		(515)
Fair value of assets, ending	$	5,965	$	7,144
Reconciliation of Funded Status:
Projected benefit obligation	$	4,935	$	6,492
Fair value of assets		5,965		7,144
Funded (unfunded) status, included in other liabilities, net	$	1,030	$	652
Valuation assumptions used to determine benefit obligation at period end:
Discount rate		5.02%		2.83%
Salary increase rate		N/A		N/A


Net Periodic Pension Expense:		December 31,
		2022		2021
		(In Thousands)
Interest cost	$	178	$	201
Expected return on assets		(417)		(413)
Amortization of net loss		66		635
Net Periodic Pension Cost and Settlements	$	(173)	$	423
Valuation assumptions used to determine net periodic benefit cost for the year:
Discount rate		2.83%		2.52%
Long term rate of return on plan assets		6.00%		6.00%
Salary increase rate		N/A		N/A

At December 31, 2022 and December 31, 2021, unrecognized net losses of $559,000 and $707,000, respectively, were included, net of deferred income tax, in accumulated other comprehensive loss in accordance with ASC 715-20 and ASC 715-30.

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Note 12 - Benefits Plan (continued)

Plan Assets

Investment Policies and Strategies

The primary long-term objective for the Pension Plan is to maintain assets at a level that will sufficiently cover future beneficiary obligations. The Pension Plan is structured to include a volatility reducing component (the fixed income commitment) and a growth component (the equity commitment).

To achieve the Bank’s long-term investment objectives, the trustee invests the assets of the Pension Plan in a diversified combination of asset classes, investment strategies, and pooled vehicles. The asset allocation guidelines in the table below reflect the Bank’s risk tolerance and long-term objectives for the Pension Plan. These parameters will be reviewed on a regular basis and subject to change following discussions between the Bank and the trustee.

The following asset allocation targets and ranges guides the trustee in structuring the overall allocation in the Pension Plan’s investment portfolio. The Bank or the trustee may amend these allocations to reflect the most appropriate standards consistent with changing circumstances. Any such fundamental amendments in strategy will be discussed between the Bank and the trustee prior to implementation.

Based on the above considerations, the following asset allocation ranges will be implemented:



Asset Allocation Parameters by Asset Class
	Minimum	Target	Maximum
Equity
Large-Cap U.S.		38%
Mid/Small-Cap U.S.		16%
Non-U.S.		1%
Total-Equity	40%	55%	60%

Fixed Income
Long/Short Duration		44%
Money Market/Certificates of Deposit		1%
Total-Fixed Income	40%	45%	60%

The parameters for each asset class provide the trustee with the latitude for managing the Pension Plan within a minimum and maximum range. The trustee has full discretion to buy, sell, invest and reinvest in these asset segments based on these guidelines which includes allowing the underlying investments to fluctuate within the stated policy ranges. The Pension Plan maintains a cash equivalents component (not to exceed 3 percent under normal circumstances) within the fixed income allocation for liquidity purposes.

The trustee monitors the actual asset segment exposures of the Pension Plan on a regular basis and, periodically, may adjust the asset allocation within the ranges set forth above as it deems appropriate. Periodic reallocations of assets are based on the trustee’s perception of the changing risk/return opportunities of the respective asset classes.

Determination of Long-Term Rate of Return

The long-term rate of return on assets assumption was set based on historical returns earned by equities and fixed income securities, adjusted to reflect expectations of future returns as applied to the Pension Plan’s target allocation of asset classes. Equities and fixed income securities were assumed to earn real rates of return in the ranges of 6.0 to 10.0 percent and 2.0 to 6.0 percent, respectively. The long-term inflation rate was estimated to be 3.0 percent. When these overall return expectations are applied to the Pension Plan’s target allocation, the result is an expected rate of return of 4.0 to 7.0 percent.

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Note 12 - Benefits Plan (continued)

The fair values of the Pension Plan assets at December 31, 2022, by asset category (see Note 2 for the definitions of levels), are as follows (In Thousands):



Asset Category		Total		(Level 1)		(Level 2)		(Level 3)
Mutual funds-Equity
Large-Cap Value (a)	$	1,052	$	1,052	$	-	$	-
Large-Cap Growth (b)		170		170		-		-
Diversified Emerging Markets (f)		96		96		-		-
Large Blend (d)		957		957		-		-
Technology (g)		96		96		-		-
Mutual Funds-Fixed Income
Long Government (h)		48		48		-		-
Multi-Sector Bond (c)		1,244		1,244		-		-
High Yield Bond (e)		622		622		-		-
Intermediate Core Bond (i)		670		670
BCB Common Stock		932		932		-		-
Cash Equivalents
Money Market	$	78	$	78	$	-	$	-
Total	$	5,965	$	5,965	$	-	$	-

The fair values of the Company’s pension plan assets at December 31, 2021, by asset category (see Note 2 for the definitions of levels), are as follows (In Thousands):




Asset Category		Total		(Level 1)		(Level 2)		(Level 3)
Mutual funds-Equity
Large-Cap Value (a)	$	1,021	$	1,021	$	-	$	-
Large-Cap Growth (b)		259		259		-		-
Diversified Emerging Markets (f)		247		247		-		-
Large Blend (d)		1,748		1,748		-		-
Technology (g)		305		305		-		-
Mutual Funds-Fixed Income
Long Government (h)		204		204		-		-
Multi-Sector Bond (c)		1,047		1,047		-		-
High Yield Bond (e)		732		732		-		-
Intermediate Core Bond (i)		737		737		-		-
BCB Common Stock		800		800		-		-
Cash Equivalents
Money Market	$	44		44	$	-	$	-
Total	$	7,144	$	7,144	$	-	$	-

a)Large-value portfolios invest primarily in big U.S. companies that are less expensive or growing more slowly than other large-cap stocks. Stocks in the top 70 percent of the capitalization of the U.S. equity market are defined as large cap. Value is defined based on low valuations (low price ratios and high dividend yields) and slow growth (low growth rates for earnings, sales, book value, and cash flow).

b)Large Cap Growth Stocks of large cap companies that are projected to grow faster than other large cap stocks. Stocks in the top 70% of the capitalization of the U.S. equity market defined as large cap. Growth is defined based on fast growth (high growth rates for earnings, sales, book value, and cash flow) and high valuations (high price ratios and low dividend yields).

c)Multi Sector portfolios seek income by diversifying their assets among several fixed-income sectors, usually U.S. government obligations, foreign bonds, and high-yield domestic debt securities.

d)This fund invests in 500 of the largest U.S. companies, which span many different industries and account for about three-fourths of the U.S. Stock Markets value.

e)High Yield Bond funds invest at least 65 percent of assets in bonds rated below BBB. This fund seeks to provide shareholders with a high level of current income with capital growth as a secondary objective.

f)The fund invests at least 80% of the value of its assets in equity securities and equity related instruments that are tied economically to emerging markets.

g)The fund normally invests at least 80% of the fund’s net assets in securities of issuers principally engaged in offering, using or developing products, processes or services that will provide or benefit significantly from technological advances and improvements.

h)The fund normally invests at least 80% of assets in securities included in the Bloomberg Barclays U.S. Long Treasury Bond Index.

i)Intermediate term core bond portfolios invest primarily in investment grade U.S. fixed-income issues including government, corporate, and securitized debt, and hold less than 5% in below-investment grade exposures.

Note 12 - Benefits Plan (continued)

The Company does not expect to contribute, based upon actuarial estimates, to the Pension Plan in 2023.

Benefit payments are expected to be paid for the years ended December 31 as follows (In thousands):



2023	$	409
2024		395
2025		399
2026		398
2027		398
2028-2032		1,835

Equity Incentive Plans

The Company, under the plan approved by its shareholders on April 26, 2018 (“2018 Equity Incentive Plan”), authorized the issuance of up to 1,000,000 shares of common stock of the Company pursuant to grants of stock options and restricted stock units. Employees and directors of the Company and the Bank are eligible to participate in the 2018 Stock Plan. All stock options will be granted in the form of either "incentive" stock options or "non-qualified" stock options. Incentive stock options have certain tax advantages that must comply with the requirements of Section 422 of the Internal Revenue Code. Only employees are permitted to receive incentive stock options.

The Company, under the plan approved by its shareholders on April 28, 2011 (“2011 Stock Plan”), authorized the issuance of up to 900,000 shares of common stock of the Company pursuant to grants of stock options. Employees and directors of the Company and the Bank are eligible to participate in the 2011 Stock Plan. All stock options were granted in the form of either "incentive" stock options or "non-qualified" stock options. Incentive stock options have certain tax advantages that must comply with the requirements of Section 422 of the Internal Revenue Code. Only employees are permitted to receive incentive stock options.

On September 30, 2022, awards of 36,000 shares of restricted stock, in aggregate, were declared for certain executive officers of the Bank and the Company, which fully vested on November 30, 2022. On January 12, 2022, awards of 33,000 shares of restricted stock were declared for members of the Board of Directors of the Bank and the Company, which vest over a 4-year period, commencing on the anniversary of the award date.

On February 10, 2021, awards of 26,400 shares of restricted stock, in aggregate, were awarded to members of the Board of Directors of the Bank and the Company, which vest over a 4-year period, commencing on the anniversary of the award date. On February 19, 2021, an award of 300 shares of restricted stock was awarded to an officer of the Bank and the Company, which vests over a 2-year period, commencing on the anniversary of the award date.

The following table presents the share-based compensation expense for the years ended December 31, 2022 and 2021 (Dollars in Thousands).



		Years Ended December 31,
		2022		2021
Stock Option Expense	$	216	$	230
Restricted Stock Expense		916		187
Total share-based compensation expense	$	1,132	$	417

The following is a summary of the status of the Company’s restricted shares as of December 31, 2022.



	Number of Shares Awarded	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2021	24,300	$ 12.89
Granted	69,000	13.05
Vested	(45,150)	13.18
Forfeited	-	-
Non-vested at December 31, 2022	48,150	$ 14.83

The remaining non-vested restricted shares outstanding as of December 31, 2022 will be charged to expense in 2023-2025, totaling $494,000

Note 12 - Benefits Plan (continued)

A summary of stock option activity, follows:


	Number of Options		Range of Exercise Price		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (000's)
Outstanding at January 1, 2021	1,192,348	$	8.93-13.32	$	11.45	6.04	$	333
Options forfeited	-		-		-	-		-
Options exercised	(70,723)		8.93-12.46		9.87	-		-
Options granted	72,800		12.89-13.68		12.96	-		-
Options expired	-		-		-	-		-
Outstanding at December 31, 2021	1,194,425	$	9.02-13.68	$	11.64	5.44	$	4,528
Options forfeited	-		-		-	-		-
Options exercised (1)	(157,450)		9.03-13.68		11.10	-		-
Options granted	-		-		-	-		-
Options expired	-		-		-	-		-
Outstanding at December 31, 2022	1,036,975	$	9.03-13.68	$	11.72	4.47	$	6,502
Exercisable at December 31, 2022	806,535

__________

(1) Includes 84,604 and 31,432 cashless exercise of options during 2022 and 2021, respectively.

It is Company policy to issue new shares upon share option exercise. Expected future compensation expense relating to the 230,440 shares of unvested options outstanding as of December 31, 2022, is $387,000 and will be recognized over a weighted average period of 3.72 years.

Under the 2018 Equity Incentive Plan, on February 10, 2021, grants of 66,000 options, in aggregate, were declared for members of the Board of Directors of the Bank and the Company which vest over a 5-year period, commencing on the first anniversary of the grant date. The exercise price was recorded as of close of business on February 10, 2021.

Further, on April 26, 2021, grants of 6,800 options, in aggregate, were declared for certain officers of the Bank and the Company, which vest over a 5-year period commencing on the first anniversary of the grant date. The exercise price was recorded as of close of business on April 26, 2021.

There were no options awarded during the year ended December 31, 2022.

Supplemental Executive Retirement Plan

The Bank entered into a Supplemental Executive Retirement Agreement (the “SERP Agreement”) with its Chief Executive Officer (“the CEO”) in December 2021, payable in the form of a life annuity.

In the event the CEO experiences a separation from service for cause, the CEO will forfeit his entire SERP benefit, regardless of vesting. In the event the CEO dies while in active service with the Bank, his beneficiary will receive a lump sum payment equal to his account balance (the liability accrued by the Bank under generally accepted accounting principles as of such date) at the time of death in a single lump sum. In the event the CEO dies after a separation from service but before receiving 180 monthly payments, his beneficiary will receive the monthly benefit payments that CEO was entitled to at the time of his death until 180 monthly payments have been made. If the CEO has already received 180 monthly payments at the time of his death, his beneficiary will not be entitled to a death benefit.

The SERP Agreement is an unfunded arrangement maintained primarily to provide supplemental retirement benefits and comply with Section 409A of the Internal Revenue Code. The cost of the benefit is being amortized over a three-year vesting period beginning in 2021. In 2022, the Bank recorded compensation expense of $328,000 related to the Plan. The anticipated expense for the years ended December 31, 2023 and December 31, 2024 is $350,000 and $45,000, respectively. The Bank has elected to fund the retirement benefit by purchasing annuities that have been designed to provide a future source of funds for the lifetime retirement benefits of the SERP Agreement, totaling $1.81 million, which is included in other assets.