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, 2019, no contributions will be made to the pension plan in 2020.

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.


	Pension						Post-retirement
	2019		2018	2017	2019	2018	2017
Change in benefit obligation:
Benefit obligation at beginning of year	$	28,878	31,970	29,533	20,028	22,757	20,805
Service cost	—		—	—	80	115	105
Interest cost	1,198		1,094	1,227	837	786	871
Actuarial loss	63		—	—	—	18	—
Benefits paid	(1,493)		(1,401)	(1,590)	(600)	(590)	(560)
Change in actuarial assumptions	4,412		(2,785)	2,800	2,978	(3,058)	1,536
Benefit obligation at end of year	$	33,058	28,878	31,970	23,323	20,028	22,757
Change in plan assets:
Fair value of plan assets at beginning of year	$	43,449	46,870	43,153	—	—	—
Actual return on plan assets	7,976		(2,020)	5,307	—	—	—
Employer contributions	—		—	—	600	590	560
Benefits paid	(1,493)		(1,401)	(1,590)	(600)	(590)	(560)
Fair value of plan assets at end of year	49,932		43,449	46,870	—	—	—
Funded status at end of year	$	16,874	14,571	14,900	(23,323)	(20,028)	(22,757)

For the years ended December 31, 2019 and 2018, 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 2019 and MP 2018 issued by The Society of Actuaries ("SOA") in October 2019 and 2018, respectively. The prepaid pension benefits of $16.9 million and the unfunded post-retirement healthcare and life insurance benefits of $23.3 million at December 31, 2019 are included in other assets and other liabilities, respectively, in the Consolidated Statements 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, 2019 and 2018 are summarized in the following table (in thousands):


	Pension				Post-retirement
	2019		2018	2019	2018
Unrecognized prior service cost	$	—	—	—	—
Unrecognized net actuarial loss (gain)	10,346		12,300	(3,621)	(7,425)
Total accumulated other comprehensive loss (gain)	$	10,346	12,300	(3,621)	(7,425)


	Pension						Post-retirement
	2019		2018	2017	2019	2018	2017
Service cost	$	—	—	—	80	115	105
Interest cost	1,198		1,094	1,227	837	786	871
Return on plan assets	(2,562)		(2,769)	(2,550)	—	—	—
Amortization of:
Net loss (gain)	1,015		795	920	(825)	(396)	(677)

Unrecognized prior service cost	—		—	—	—	—	—

Net periodic benefit (increase) cost	$	(349)	(880)	(403)	92	505	299


	Pension										Post-retirement
	2019		2018		2017		2019		2018		2017
Discount rate	3.10	%	4.25	%	3.50	%	3.10	%	4.25	%	3.50	%
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 3.10% was selected for the December 31, 2019 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, 2019 (in thousands):

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:

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, 2019 and 2018, 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, 2019
(in thousands)	Total		(Level 1)	(Level 2)	(Level 3)
Group annuity contracts	$	81	—	81	—
Mutual funds:
Fixed income	16,609		16,609	—	—
International equity	5,535		5,535	—	—
Large U.S. equity	1,496		1,496	—	—
Small/Mid U.S. equity	996		996	—	—
Total mutual funds	24,636		24,636	—	—

Pooled separate accounts	25,215		—	25,215	—

Total Plan assets	$	49,932	24,636	25,296	—


	Fair value measurements at December 31, 2018
(in thousands)	Total		(Level 1)	(Level 2)	(Level 3)
Group annuity contracts	$	100	—	100	—
Mutual funds:
Fixed income	15,252		15,252	—	—
International equity	4,649		4,649	—	—
Large U.S. equity	1,224		1,224	—	—
Small/Mid U.S. equity	772		772	—	—
Total mutual funds	21,897		21,897	—	—




Pooled separate accounts	21,452		—	21,452	—
Total Plan assets	$	43,449	21,897	21,552	—

The Bank has a 401(k) plan covering substantially all employees of the Bank. For 2019, 2018 and 2017, 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 2019, 2018 and 2017 were $981,000, $973,000 and $890,000, respectively.

The Bank maintains a non-qualified supplemental retirement plan for certain senior officers of the Bank. This unfunded plan, which was frozen as of April 1, 2003 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 $85,000, $82,000 and $91,000 for the years 2019, 2018 and 2017, respectively. At December 31, 2019 and 2018, $1.9 million and $2.0 million, respectively, were recorded in other liabilities on the Consolidated Statements of Financial Condition for this supplemental retirement plan. In connection with this supplemental retirement plan, an increase of $187,000, a decrease of $119,000, and a decrease of $120,000, net of tax, were recorded in other comprehensive income (loss) for 2019, 2018 and 2017, respectively.

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, $10,000, and $12,500 to former board members under this plan for each of the years ended December 31, 2019, 2018 and 2017, respectively. At December 31, 2019 and 2018, $130,000 and $139,000, respectively, were recorded in other liabilities on the Consolidated Statements of Financial Condition for this retirement plan. An increase of $730, an increase of $3,000, and a decrease of $1,000, net of tax, were recorded in other comprehensive income (loss) for 2019, 2018 and 2017, respectively, in connection with this 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, 2019, was $31.1 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, 2019 and 2018, 280,522 shares and 243,527 shares from the ESOP were released, respectively. Unallocated ESOP shares held in suspense totaled 1,456,487 at December 31, 2019, and had a fair value of $35.9 million. ESOP compensation expense for the years ended December 31, 2019, 2018 and 2017 was $4.5 million, $4.5 million and $4.6 million, respectively.

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 years ending December 31, 2019, 2018 and 2017 was $22,000, $18,000 and $17,500, 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 years ending December 31, 2019, 2018 and 2017 was $140,000, $121,000 and $105,000,

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.

Upon stockholders’ approval of the 2019 Long-Term Equity Incentive Plan on April 25, 2019, shares available for stock awards and stock options under the Amended and Restated Long-Term Incentive Plan were reserved for issuance under the new 2019 Long-Term Equity Incentive Plan. No additional grants of stock awards and stock options will be made under the Amended and Restated Long-Term Incentive Plan. The new plan authorized the issuance of up to 1,350,000 shares of Company common stock to be issued as stock awards. Shares previously awarded under prior equity incentive plans that are subsequently forfeited or expire may also be issued under this new plan.

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 $6.7 million, $6.0 million and $5.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.


	Restricted Stock Awards
	2019	2018	2017
Outstanding at beginning of year	651,099	660,783	547,698
Granted	291,034	296,411	288,519
Forfeited	(46,914)	(56,296)	(62,677)
Vested	(226,393)	(249,799)	(112,757)
Outstanding at the end of year	668,826	651,099	660,783

As of December 31, 2019, unrecognized compensation cost relating to unvested restricted stock totaled $6.4 million. This amount will be recognized over a remaining weighted average period of 1.7 years.

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.


	2019				2018					2017
	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	470,979	$	18.36	507,656	$	16.84	703,669	$	14.70
Granted	41,685	27.25		43,124	25.58		42,857	26.31
Exercised	(13,463)	10.35		(79,801)	12.61		(238,370)	12.22
Forfeited	—	—		—	—		—	—
Expired	—	—		—	—		(500)	17.94
Outstanding at the end of year	499,201	$	19.32	470,979	$	18.36	507,656	$	16.84


	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
$14.50-15.23	148,474	2.2	$	14.88	148,474	$	14.88
$16.38-27.25	350,726	6.2	$	20.89	204,905	$	18.28

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.


	For the year ended December 31,
	2019		2018		2017
Expected dividend yield	3.38	%	3.13	%	2.89	%
Expected volatility	22.01	%	20.65	%	20.34	%
Risk-free interest rate	2.53	%	2.65	%	2.05	%
Expected option life	8 years		8 years		8 years