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, 2015, no contributions will be made to the pension plan in 2016.

In an effort to lower and reduce the volatility of its future pension costs, the Company offered a lump sum pension distribution option to its terminated vested employees in the quarter ended June 30, 2014. For the year ended December 31, 2014, the Plan paid $4.3 million to those employees that elected to receive lump sum pension distributions and the Company realized an associated charge of $1.3 million. This charge was a pro rata share of the unrecognized losses recorded in other comprehensive income.

In addition to pension benefits, certain healthcare 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 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
	2015			2014		2013		2015		2014		2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	28,921		28,605		32,189		28,333		22,086		25,116
Service cost	—			—		—		168		169		240
Interest cost	1,137			1,271		1,273		1,122		1,087		981
Actuarial loss (gain)	78			51		114		122		51		(210	)
Benefits paid	(1,179		)	(5,326	)	(969	)	(644	)	(670	)	(624	)
Change in actuarial assumptions	(683		)	4,320		(4,002	)	(3,407	)	5,610		(3,417	)
Benefit obligation at end of year	$	28,274		28,921		28,605		25,694		28,333		22,086
Change in plan assets:
Fair value of plan assets at beginning of year	$	42,744		45,202		40,072		—		—		—
Actual return on plan assets	(117		)	2,868		6,099		—		—		—
Employer contributions	—			—		—		644		670		624
Benefits paid	(1,179		)	(5,326	)	(969	)	(644	)	(670	)	(624	)
Fair value of plan assets at end of year	$	41,448		42,744		45,202		—		—		—
Funded status at end of year	$	13,174		13,823		16,597		(25,694	)	(28,333	)	(22,086	)

For the years ended December 31, 2015 and 2014, 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 2015 and MP 2014 issued by The Society of Actuaries ("SOA") in October 2015 and 2014, respectively. For the year ended December 31, 2014, the introduction of the updated mortality data resulted in an actuarial loss of $1.5 million and $3.0 million for the pension and post-retirement plans, respectively, and was reflected in other comprehensive income. The prepaid pension benefits of $13.2 million and the unfunded post-retirement healthcare and life insurance benefits of $25.7 million at December 31, 2015 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, 2015 and 2014 are summarized in the following table (in thousands):



	Pension			Post-retirement
	2015		2014	2015		2014
Unrecognized prior service cost	$	—	—	—		(1	)
Unrecognized net actuarial loss (gain)	12,155		10,887	(1,498	)	1,788
Total accumulated other comprehensive loss (gain)	$	12,155	10,887	(1,498	)	1,787

Net periodic benefit cost (increase) for the years ending December 31, 2015, 2014 and 2013, included the following components (in thousands):



	Pension							Post-retirement
	2015			2014		2013		2015		2014		2013
Service cost	$	—		—		—		168		169		240
Interest cost	1,137			1,271		1,273		1,122		1,087		981
Return on plan assets	(2,530		)	(3,463	)	(3,167	)	—		—		—
Amortization of:
Net gain (loss)	774			441		1,352		1		(204	)	15
Lump sum pension distribution	—			1,336		—		—		—		—
Unrecognized prior service cost	—			—		—		(1	)	(4	)	(4	)
Net periodic benefit (increase) cost	$	(619	)	(415	)	(542	)	1,290		1,048		1,232

The weighted average actuarial assumptions used in the plan determinations at December 31, 2015, 2014 and 2013 were as follows:



	Pension						Post-retirement
	2015		2014		2013		2015		2014		2013
Discount rate	4.50	%	4.00	%	5.00	%	4.50	%	4.00	%	5.00	%
Rate of compensation increase	—		—		—		—		—		—
Expected return on plan assets	6.00		8.00		8.00		—		—		—
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 4.50% was selected for the December 31, 2015 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, 2015 (in thousands):



	1% increase		1% decrease
Effect on total service cost and interest cost	$	270	(210	)
Effect on post-retirement benefits obligation	$	4,460	(3,560	)

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



	Pension		Post-retirement
2016	$	1,090,000	$	810,000
2017	1,137,000		843,000
2018	1,164,000		883,000
2019	1,189,000		924,000
2020	1,247,000		949,000

The weighted-average asset allocation of pension plan assets at December 31, 2015 and 2014 were as follows:



Asset Category	2015		2014
Domestic equities	36	%	41	%
Foreign equities	11	%	12	%
Fixed income	51	%	45	%
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 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	44	%	35-55%
Foreign equities	14	%	5-25%
Fixed income	40	%	30-50%
Real estate	2	%	0-10%
Cash	0	%	0-35%
Total	100	%

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, 2015 and 2014, 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, 2015
(in thousands)	Total		(Level 1)	(Level 2)	(Level 3)
Group annuity contracts	$	134	—	134	—
Mutual funds:
Fixed income	12,378		12,378	—	—
International equity	4,455		4,455	—	—
Large U.S. equity	1,224		1,224	—	—
Small/Mid U.S. equity	791		791	—	—
Total mutual funds	18,848		18,848	—	—
Pooled separate accounts:
Fixed income	8,653		—	8,653	—
Large U.S. equity	10,962		—	10,962	—
Small/Mid U.S. equity	2,851		—	2,851	—
Total pooled separate accounts	22,466		—	22,466	—
Total investments	$	41,448	18,848	22,600	—



	Fair value measurements at December 31, 2014
(in thousands)	Total		(Level 1)	(Level 2)	(Level 3)
Group annuity contracts	$	152	—	152	—
Mutual funds:
Fixed income	—		—	—	—
International equity	5,370		5,370	—	—
Large U.S. equity	1,689		1,689	—	—
Small/Mid U.S. equity	1,309		1,309	—	—
Total mutual funds	8,368		8,368	—	—
Pooled separate accounts:
Fixed income	19,789		—	19,789	—
Large U.S. equity	11,857		—	11,857	—
Small/Mid U.S. equity	2,578		—	2,578	—
Total pooled separate accounts	34,224		—	34,224	—
Total investments	$	42,744	8,368	34,376	—

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.

401(k) Plan

The Bank has a 401(k) plan covering substantially all employees of the Bank. For 2015, 2014 and 2013, 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 2015, 2014 and 2013 were $770,000, $674,000 and $587,000, 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 $93,000, $102,000 and $162,000 for the years 2015, 2014 and 2013, respectively. At December 31, 2015, and 2014, $2,110,000 and $2,166,000, respectively, were recorded in other liabilities on the consolidated statements of condition for this supplemental retirement plan. A decrease of $82,000, a decrease of $198,000, and an increase of $56,000, net of tax, were recorded in other comprehensive income for 2015, 2014 and 2013, respectively, in connection with this supplemental retirement plan.

Retirement Plan for the Board of Directors of The 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 $15,000 to former board members under this plan for each of the years ended December 31, 2015, 2014 and 2013. At December 31, 2015 and 2014, $158,000 and $169,000, respectively, were recorded in other liabilities on the consolidated statements of financial condition for this retirement plan. An increase of $1,800, a decrease of $7,400, and an increase of $6,000, net of tax, were recorded in other comprehensive income for 2015, 2014 and 2013, 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, 2015, was $49.9 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 ESOP years ending December 31, 2015 and 2014, 209,631 shares and 201,512 shares were released, respectively. Unallocated ESOP shares held in suspense totaled 2,442,414 at December 31, 2015, and had a fair value of $49.2 million. ESOP compensation expense for the years ended December 31, 2015, 2014 and 2013 was $2,997,000, $2,654,000 and $2,559,000, 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 The 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 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, 2015, 2014 and 2013 was $11,500, $10,500 and $7,000, 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, 2015, 2014 and 2013 was $54,000, $48,000 and $45,000, 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 or five annual installments, commencing one year from the date of the award. Additionally, certain awards are two and 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 $4,625,000, $6,359,000 and $4,869,000 for the years ended December 31, 2015, 2014 and 2013, 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
	2015		2014		2013
Outstanding at beginning of year	846,462		782,213		846,883
Granted	339,936		426,726		386,669
Forfeited	(240,191	)	(126,743	)	(68,954	)
Vested	(354,461	)	(235,734	)	(382,385	)
Outstanding at the end of year	591,746		846,462		782,213

As of December 31, 2015, unrecognized compensation cost relating to unvested restricted stock totaled $1.8 million. This amount will be recognized over a remaining weighted average period of 2.1 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:



	2015				2014				2013
	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	1,284,321		$	15.32	1,233,742		$	15.24	4,152,016		$	17.50
Granted	65,972		16.38		171,935		16.44		85,250		15.23
Exercised	(201,320	)	15.72		(9,678	)	12.11		(28,464	)	12.41
Forfeited	(62,287	)	14.93		(4,178	)	14.50		(53,444	)	10.34
Expired	(2,000	)	17.94		(107,500	)	16.54		(2,921,616	)	18.57
Outstanding at the end of year	1,084,686		$	15.32	1,284,321		$	15.32	1,233,742		$	15.24

The total fair value of options vesting during 2015, 2014 and 2013 was $274,000, $438,000 and $696,000, respectively.

Compensation expense of approximately $130,000, $96,000 and $21,000 is projected for 2016, 2017 and 2018, respectively, on stock options outstanding at December 31, 2015.

The following table summarizes information about stock options outstanding at December 31, 2015:



	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
$10.27-15.23	506,478	4.2 years	$	12.49	465,478	$	12.27
$16.38-18.87	578,208	3.9 years	$	17.63	355,134	$	18.05

The stock options outstanding and stock options exercisable at December 31, 2015 have an aggregate intrinsic value of $5,720,000 and $4,703,000, 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 $272,000, $298,000 and $297,000 for 2015, 2014 and 2013, 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,
	2015		2014		2013
Expected dividend yield	3.49	%	3.66	%	3.41	%
Expected volatility	21.29	%	20.04	%	33.38	%
Risk-free interest rate	1.58	%	0.96	%	0.88	%
Expected option life	8 years		6.5 years		8 years

The weighted average fair value of options granted during 2015, 2014 and 2013 was $2.52, $1.64 and $3.49 per option, respectively.