EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2023

Pension Plans

The Company maintains a multiemployer defined benefit pension plan (the "Pension Plan") administered by Pentegra Retirement Services (the "Fund" or "Pentegra Defined Benefit Plan for Financial Institutions"). The Fund does not segregate the assets or liabilities of all participating employers and accordingly, disclosure of plan assets, accumulated vested and nonvested benefits is not possible. Effective July 1, 2006, the Company froze the defined benefit plan by eliminating all future benefit accruals.

In conjunction with the acquisition of Peoples Federal Bancshares, Inc., the parent of Peoples Federal Savings Bank ("Peoples") in 2015, the Company acquired the Peoples Federal Defined Benefit Pension Plan ("Peoples Plan"). The Peoples Plan was frozen at the date of acquisition and will be maintained in the same manner as the Pension Plan. The Peoples Plan is also administered by Pentegra Retirement Services under the same Fund as the Pension Plan.

The Company’s participation in the Pension Plan and the Peoples Plan (the "Pension Plans") for the annual period ended December 31, 2023, is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employer Identification Number ("EIN") and the three-digit plan number. The funding status of the Pension Plans is determined on the basis of the financial statements provided by the Fund using total plan assets and accumulated benefit obligation. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan ("FIP") or a rehabilitation plan ("RP") is either pending or has been implemented. The "Expiration Date of Collective-Bargaining Agreement" column lists the expiration dates of any collective-bargaining agreement(s) to which the Pension Plans are subject. Financial information for the Fund is made available through the public Form 5500 which is available by April 15th of the year following the plan year end.

Funding Status
of Pension Plan

FIP/RP Status
Pending/
Implemented

Surcharge
Imposed

Expiration
Date of
Collective-
Bargaining
Agreement

Minimum
Contributions
Required for
Future
Periods

EIN/Pension
Plan Number

2023

2022

Pentegra defined benefit plan for financial institutions

13-5645888/333

At least 80 percent

N/A

—

Contributions to the Fund are based on each individual employer’s experience. The Company bears the market risk relating to the Pension Plan and will continue to fund the Pension Plan as required. The Pension Plan year is July 1 through June 30. The Company’s total contributions to the Pension Plan did not represent more than 5% of the total contributions to the Pension Plan as indicated in the Pension Plan’s most recently available annual report dated June 30, 2023. The comparability

of employer contributions is impacted by asset performance, discount rates and the reduction in the number of covered employees year over year.

The Company’s contributions to the Pension Plans were as follows for the periods indicated:


			Required Contributions - Plan Year Allocation
	Contribution		2023-2024		2022-2023		2021-2022
	(Dollars in thousands)
2023	$	476	$	476	$	—	$	—
2022	$	499	$	—	$	499	$	—
2021	$	626	$	—	$	—	$	626

In conjunction with the acquisition of Blue Hills Bancorp, Inc., parent of Blue Hills Bank (collectively, "BHB") in 2019, the Company acquired the Savings Banks Employees Retirement Association Pension Plan as adopted by BHB (the "BHB Plan"). The BHB Plan is administered by Savings Banks Employees Retirement Association ("SBERA") and was frozen on October 31, 2014. Accumulated benefits for participants earned through the end of October 2014 remain secured by the BHB Plan assets as of December 31, 2023 and 2022. Information pertaining to the BHB Plan is as follows:


	Years Ended December 31
	2023		2022		2021
	(Dollars in thousands)
Change in plan assets:
Fair value of plan assets at beginning of year	$	9,889	$	14,099	$	12,225
Actual return on plan assets	509		(2,126)		1,480
Employer contribution	—		—		950
Benefits paid	(766)		(2,084)		(556)

Fair value of plan assets at end of year	$	9,632	$	9,889	$	14,099
Change in benefit obligation:
Benefit obligation at beginning of year	8,716		13,939		15,052
Interest cost	420		366		344
Actuarial loss (gain)	15		(3,505)		(901)
Benefits paid	(766)		(2,084)		(556)

Benefit obligation at end of year	$	8,385	$	8,716	$	13,939
Funded status at end of year	$	1,247	$	1,173	$	160

At December 31, 2023 and 2022, the discount rate used to determine the benefit obligation was 4.77% and 4.97%, respectively.

The components of net period pension expense (benefit) are as follows:


	Years Ended December 31
	2023		2022		2021
	(Dollars in thousands)
Interest cost	$	420	$	366	$	344
Expected return on plan assets	(144)		(966)		(891)
Amortization of net actuarial (gain) loss	(17)		28		208
Settlement gain	(25)		(31)		—
Net period pension expense (benefit)	$	234	$	(603)	$	(339)

The key assumptions used to determine net periodic pension expense (benefit) are as follows:


	Years Ended December 31
	2023		2022		2021
Discount rate	4.97	%	2.68	%	2.35	%
Expected long-term rate of return on plan assets	1.50	%	7.00	%	7.00	%

Assumptions with respect to the expected long-term rate of return are based on prevailing yields on high-quality, fixed-income investments increased by a premium for equity return expectations. During the year ended December 31, 2022, the Company's Board of Directors voted to terminate the BHB Plan. As a result, the assets of the BHB plan were transferred to a money market account until the termination is approved by all regulatory bodies, which resulted in a lower long term rate of return on plan assets.

Presented in the table below are the estimated future benefit payments for the BHB Plan. These payments were calculated prior to the approval of the BHB Plan's termination.


	Amount
	(Dollars in thousands)
2024	$	509
2025	$	461
2026	$	462
2027	$	490
2028	$	483
2029-2033	$	2,600

The Company’s total defined benefit plan expense was $487,000, $562,000, and $1.2 million, for the years ending December 31, 2023, 2022, and 2021, respectively.

Supplemental Executive Retirement Plans

The Bank maintains frozen defined benefit supplemental executive retirement plans ("SERP") for certain highly compensated employees designed to offset the impact of regulatory limits on benefits under qualified pension plans. The Bank also maintains defined benefit SERPs acquired from previous acquisitions. The Bank has established and funded rabbi trusts to accumulate funds in order to satisfy the contractual liability of these supplemental retirement plan benefits. These agreements provide for the Bank to pay all benefits from its general assets, and the establishment of these trust funds does not reduce nor otherwise affect the Bank’s continuing liability to pay benefits from such assets except that the Bank’s liability shall be offset by actual benefit payments made from the trusts. The related trust assets included in the Company's available for sale securities portfolio totaled $20.0 million and $18.6 million at December 31, 2023 and 2022, respectively.

The following table shows the defined benefit supplemental retirement expense, and the contributions paid to the plans which were used only to pay the current year benefits for the years indicated:


	2023		2022		2021
	(Dollars in thousands)
Retirement expense	$	703	$	1,681	$	2,275
Benefits paid	$	450	$	475	$	475

Expected future benefit payments for the defined benefit supplemental executive retirement plans are presented below:


	Defined Benefit Supplemental Executive Retirement Plans Expected Benefit Payments
	(Dollars in thousands)
2024	$	1,277
2025	$	1,094
2026	$	1,091
2027	$	1,060
2028	$	1,047
2029-2033	$	5,685

The measurement date used to determine the defined benefit supplemental executive retirement plans' benefits is December 31 for each of the years reported. The following table illustrates the status of the defined benefit supplemental executive retirement plans at December 31 for the years presented:


	Defined Benefit Supplemental Executive Retirement Benefits
	2023		2022		2021
	(Dollars in thousands)
Change in accumulated benefit obligation
Benefit obligation at beginning of year	$	15,711	$	19,498	$	20,752

Service cost	380		561		574
Interest cost	761		492		424

Actuarial gain	(8)		(4,365)		(1,777)
Benefits paid	(450)		(475)		(475)
Benefit obligation at end of year	$	16,394	$	15,711	$	19,498
Change in plan assets
Fair value of plan assets at beginning of year	$	—	$	—	$	—
Employer contribution	450		475		475
Benefits paid	(450)		(475)		(475)
Fair value of plan assets at end of year	$	—	$	—	$	—
Funded status at end of year	$	(16,394)	$	(15,711)	$	(19,498)
Assets	—		—		—

Liabilities	(16,394)		(15,711)		(19,498)
Funded status at end of year	$	(16,394)	$	(15,711)	$	(19,498)
Amounts recognized in accumulated other comprehensive income ("AOCI")
Net (gain) loss	$	(1,518)	$	(1,970)	$	3,002
Prior service cost	—		22		43
Amounts recognized in AOCI	$	(1,518)	$	(1,948)	$	3,045
Information for plans with an accumulated benefit obligation in excess of plan assets
Projected benefit obligation	$	16,394	$	15,711	$	19,498
Accumulated benefit obligation	$	16,394	$	15,711	$	19,498
Net periodic benefit cost
Service cost	$	380	$	561	$	574
Interest cost	761		492		424
Amortization of prior service cost	22		22		174
Recognized net actuarial (gain) loss	(460)		606		1,103
Net periodic benefit cost	$	703	$	1,681	$	2,275



Discount rate used for benefit obligation	4.62% - 4.75%		4.67% - 4.93%		1.28% - 2.57%
Discount rate used for net periodic benefit cost	4.67% - 4.93%		1.28% - 2.57%		0.43% - 2.18%
Rate of compensation increase	n/a		n/a		n/a

Other Employee Benefits

The Bank may choose to create an incentive compensation plan for senior management and other officers to participate in at varying levels. In addition, the Bank may also pay a discretionary bonus to senior management, officers, and/or non-officers of the Bank. The expense for these incentive plans amounted to $18.6 million, $24.3 million and $21.2 million in 2023, 2022 and 2021, respectively.

The Bank has an Employee Savings Plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Employee Savings Plan, participating employees may defer a portion of their earnings, not to exceed the Internal Revenue Service annual contribution limits. The Bank matches 25% of each employee’s contributions up to

the first 6% of the employee’s eligible earnings. The 401(k) Plan incorporates an Employee Stock Ownership Plan for contributions invested in the Company’s common stock. The Company also provides three defined contributions under this Plan, providing the employees are deemed eligible. To be eligible for these contributions, an employee must complete one year and 1,000 hours of service. The defined contributions are made up of a safe harbor contribution, in which eligible employees receive a 3% cash contribution of eligible earnings to the social security limit, a discretionary contribution in which eligible employees receive a 2% cash contribution of eligible earnings up to the social security limit and a 5% cash contribution of eligible earnings over the social security limit up to the maximum amount permitted by law. Benefits contributed to employees under this defined contribution plan vest immediately. The defined contribution plan expense was $9.3 million, $8.7 million and $7.8 million for the years ended December 2023, 2022 and 2021, respectively.

The Company has a non-qualified deferred compensation plan which allows for deferrals of base salary and incentive payments until an elected distribution date in the future. This deferred compensation plan is available to certain highly compensated employees. Deferrals are invested at the election of the participant into one of the actively managed funds made available to the participant through the Company's Investment Management Group. The funds are held in a rabbi trust until the elected date of distribution.

The Company has a non-qualified 401(k) Restoration Plan ("Restoration Plan") for certain executive officers. The Restoration Plan is intended to contribute to each participant the amount of matching and discretionary contributions which would have been made to the existing Rockland Trust 401(k) plan on the participant's behalf, but were prohibited due to Internal Revenue Code limitations. Deferrals are invested at the election of the participant into one of the actively managed funds made available to the participant through the Company's Investment Management Group or in the Company's stock. These funds are held in a rabbi trust until the elected date of distribution. The Company recognized expense of $524,000, $505,000 and $303,000 related to this plan for services performed for the years ended December 31, 2023, 2022 and 2021, respectively.

Also as part of the Peoples acquisition in 2015, the Company assumed various Salary Continuation Agreements with certain current and former senior executives. The agreements require the payment of specified benefits upon retirement over periods of ten or twenty years as described in each agreement. Expense related to the Salary Continuation Agreements was $217,000, $213,000 and $210,000 for the years ended December 31, 2023, 2022 and 2021, respectively.

Director Benefits

The Company maintains two deferred compensation plans for the Company’s Board of Directors which permit non-employee directors to defer cash fees, one of which was in effect through December 31, 2018 and a new plan which was adopted effective January 1, 2019. Under the plan in effect through December 31, 2018, deferred compensation was invested in Company stock and held by the Company's Investment Management Group. Under the plan that took effect January 1, 2019, participating directors may defer all or a portion of their cash compensation into a choice of diversified investment portfolios comprised of stocks, bonds and cash. There was no compensation deferred during 2023 and compensation of $113,000 and $84,000 was deferred during 2022 and 2021, respectively.