directors from 1998 to 2002. three directors standing for election to our Board are nominees for election with terms to expire in 2015. The bank finished its worst quarter ever in September 2009, losing nearly $43 million. President, Residential Construction Lending Director of the Bank. Place and Purpose of HomeStreets Annual Meeting. with the Company and the Bank and other biographical information as of April2, 2012, are set forth below, except for the biographical information for Mr.Mason, which can be found above under Proposal 1 Information Company is the trustee for all Plan assets except our common stock. Upon recommendation of the proven expertise and managerial talent. If we are required to restate our financials due to noncompliance Human Resources and Corporate Governance Committee Interlocks and Insider It was a big credibility issue for them as well.. That went on for months and months and months.. implemented compensation practices consistent with our complementary goals of preserving the Banks safety and soundness, assuring the survival and success of HomeStreet, fairly compensating employees, and attracting and retaining management ESOP stock accounts are invested in Chief Executive Officers compensation with him, final deliberations and all votes regarding his compensation are made in executive session, without the Chief Executive Officer present. retirement on or after age 65 or (5)the participants termination of employment. But when the board met Mason, Ederer said, they felt confident. The Audit Committee and HRCG report to the Board as In 2010, the HRCG In addition, we suspended our employer matching contribution under our 401(k) plan from July 2009 to July 2010. executive officer and director of the Bank of Southern California from 1994 to 1996, and president, chief executive officer and director of CapitolBank Sacramento from 1992 to 1994. please cross through the name of the relevant nominee and clearly print the name of your proposed director alongside the stricken candidate. 2020 HomeStreet, Inc. All Rights Reserved. He sold the credit-card operations that had pushed the bank to the brink. The Notice Period is defined as that period not less than 90 days nor more than 120 Mr.Indiek joined the Board of Directors of HomeStreet, Inc.and the way, the Board of Directors may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. accounts during 2011. We asked food giants for the names of processing companies that supply meat for their frozen pizzas, canned soup, and hot dogs. Officer/General Counsel received 20,000 options. HomeStreet, Inc. Mr. Mason has been the Company's Chief Executive Officer ("CEO") and a member of the Company's Board and HomeStreet Bank's Chairman of the Board and Chief Executive Officer since January 2010. The companys 2011 annual report is due to federal regulators at the end of this month. The components of this plan are described in more detail below under National Association of Industrial and Office Parks, past chair and member of Embers, an industry peer group, and a member of the mortgage banking committee of the Mortgage Bankers Association of America. consultants, and the significant results in the execution of the turn-around plan and actual results of operations. Mr. Hoostons awards granted in 2012 were Prior to that, Mr.Schlenker was president and program manager for Klamath 1st Bank from June 2001 to January 2004. Mr.Smith joined our board of directors upon the closing of our initial public offering in February 2012. Chief Financial Officer, which are discussed below, aggregate base salaries for our named executive officers are established at approximately the median of competitive market data. Prior to being named Citi CFO, Mr. Mason served as CFO of Citi's Institutional Clients Group and was the executive responsible for Citi's Comprehensive Capital Analysis and Review submission process. HomeStreet Bank is a member of the FDIC and an Equal Housing Lender. our common stock. which was reviewed in November 2011. HomeStreet is a good example where it makes a lot more sense to bring someone like Mark in to revive the place rather than watch the thing deteriorate until it has to be sold off, said Rick Riccobono, director of banks for the state Department of Financial Institutions. Income at a target of $43.3 million (2)reducing non-performing assets to total assets to 5.8% (3)reducing classified assets to total assets to below 9.0% (4)achieving a net interest margin of at least 2.46% and (5)increasing Our Board of Directors recommends a triennial vote as the most appropriate alternative for the Company as it will allow our Therefore, no specific target and maximum award opportunities were defined for 2011 and no awards were earned for 2011 performance results. Corporate performance for these executives was based on achievement of Of this total $775,000 was received as a salary, $943,640 was received as a bonus, $0 was received in stock options, $765,386 was awarded as stock and $17,995 came from other types of compensation. Between 1991 and 2002, Mr.Dempsey served as a member of the board of directors of Golden State Bancorp. voting when you vote in response to the resolution set forth below: RESOLVED, that the option of once every one year, Williams previously served on the Visiting Committee of the University of Washington Daniel J. Evans School of Public Affairs, Chair of the Washington Financial League, on the Boards of Directors of the Mortgage Bankers Association of America, the Mr.Mason also received approximately $140,000 in additional perquisites, including 401(k) matching contributions, health club membership, parking and relocation expenses in 2011. These latest grants are intended to allow these executive officers to continue to maintain the right to own a significant stake in the turnaround plan, including reducing troubled assets, improving the Banks performance and raising the additional capital necessary to recapitalize the Bank and the Company through our initial public offering. Company, a private investment company, and he currently serves on the board of directors of the Prostate Cancer Foundation (formerly CaPCURE), PONCHO, CRISTA Ministries and the University of Washington Medical Institute for Prostate Cancer Research. He slashed expenses head count fell by about half and got the banks nonperforming loans under control. However, if you hold your shares in street name (in the name of a bank or some other nominee), you including the named executive officers. The proxy statement includes footnotes and explanations of this information plus other information that is pertinent in assessing the overall value and appropriateness of the compensation information. Amounts in this table are presented in thousands. Abstentions will be counted for the purpose of Mr.Mason is a certified public accountant (inactive) and holds a bachelors degree in Business Administration with an emphasis in Accounting from California State Polytechnic University. Based on such review and discussion, the members of the HRCG have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. He also served as president and Our articles of incorporation provide that directors are elected for benchmark group as independently assessed by EW Partners. officers that exceed $500,000 in aggregate require the approval of the Banks board of directors. and subsequently rejoined the board of directors of the Company in October 2008. Mr.Masons No employee contributions were made to employee ESOP will be voted FOR the nominees identified herein, FOR the advisory vote for the approval of executive compensation, 3 Years on the frequency of executive compensation votes and FOR the appointment of executive officers were granted incentive awards that the company paid in cash on April15, 2012 based solely on the terms of the Management/Support Plan described above. of the Bogle& Gates Business Law Department until his retirement on December31, 1997. But after the market reacted wildly to a leading bond-rating agency downgrading the credit of the U.S. government, it postponed the offering. The 2010 equity incentive plan was not effective for 2011. Mr.Indiek was selected to serve as a director because of his extensive experience As part of fulfilling its responsibilities, the Audit Committee has: reviewed and discussed the Companys audit financial statements with management; discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card. The Audit Committee held 14meetings during the last fiscal year. Beginning in 2009, we imposed a general freeze on salary increases and in 2009, 2010 and 2011 we also suspended contributions to the Employee Stock He is also a member of the boards of directors of several community organizations, including University of Washington Physicians, and HomeStreet Inc executives and other stock owners filed with the SEC include: Track performance, allocation, dividends, and risks, Annotate, download XLSX & look up similar tables, Filter, compare, and track coins & tokens, Stocks and cryptocurrency portfolio tracker. School of Business, and a law degree cum laude from Harvard Law School. shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (1)the exercise of any option, warrant or right, (2)the The We evaluate each competitive bid prices, may be automatically deemed pre-approved as related party transactions under our Related Person Transaction Policies and Procedures, a copy of which is available on our website at www.homestreet.com. American Stock Transfer and Trust Company, LLC, our stock transfer agent will serve as the inspector of elections and in that You have the power to revoke your proxy at any time before the polls close at the meeting. From January 2010 until March 2015, Mr. Mason was the Vice Chairman of the Companys Board. Meeting, proxy statement and proxy card are available at www.homestreet.com/proxy Please sign, date and mail your proxy card in the envelope provided as soon as possible. [6][7] In 2012, in order to satisfy regulatory capital requirements, it raised $89 million in an IPO, ending four generations of control by the Williams family. complex from the freeway on-ramp). All executive officers and directors as a group (29 persons) (10), HomeStreet, Inc. 401(k) Savings and Employee Stock Ownership initially joined us as a member of the Board of Directors of the Bank as a member of the board of directors in 1996. public offering in February 2012, excluding any shares issued under restricted stock. As discussed above, in awards for 2011 in April 2012 following the completion of our annual audit. from the University of Washington and is a Our Board of Directors and our Human Resources and Corporate Governance Committee value the opinions of our shareholders and to the extent there is any date of the notice of the meeting in order to be timely. Mr. Mason brings extensive business, managerial and leadership experience to our Board. 2010 Chief Executive Officer and Chief Financial Officer. Mark was preceded . Seventy-five percent of these awards were granted as stock options, with an exercise price of $22 per share (after giving effect to a 2-for-1 Mark Mason took on the rescue of HomeStreet Bank at a time when its own directors worried that regulators might shut it down. Take the Seneca Street exit, (exit 165), on the left side of the freeway. indemnify these individuals to the fullest extent permitted under applicable law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceedings against them as to which they could Mr. Mason is on the boards of directors of the Pacific Bankers Management Institute (the parent company of the Pacific Coast Banking School) and The Washington Bankers Association, and is an advisory board member of Seattle Universitys Albers School of Business and Economics. Wallmine is a radically better financial terminal. It is the responsibility of HomeStreets Audit Committee to pre-approve all audit and non-audit services provided by KPMG LLP. additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. During the year ended December31, 2011, the Board of Directors held 22 meetings. employees and consultants. The oldest executive at HomeStreet Inc is DavidEderer, 77, who is the Chairman Emeritus. Sixth Avenue, Seattle, Washington 98101 in order to consider and vote upon the following proposals: Only shareholders of record at the close of business on April2, 2012, are entitled to notice of the meeting and an opportunity to ending December31, 2011 be included in HomeStreets 2011 Annual Report on Form 10-K filed with the SEC. FOR AGAINST ABSTAIN Brian P. Dempsey Gerhardt Morrison Douglas I. Smith 2. In addition, we granted nonqualified stock options, which we refer to as the 2010 retention grants, to certain senior As the Chairman of the Board, President, and Chief Executive Officer of HomeStreet Inc, the total compensation of Mark Mason at HomeStreet Inc is $1,714,120. member of its board of directors and in 2005 also became a member of the board of directors of HomeStreet, Inc. Mr.Ederer was elected chairman of that board in 2009. In 2017, HomeStreet CEO Mark Mason explained why. 4. Mason said he handled the rescue by honestly communicating with regulators and bank directors about problems as they emerged. medical, dental, vision and life insurance programs as all other benefited employees of HomeStreet on the same terms and conditions as applicable to employees generally. determining the criteria for membership to the Board of Directors and recommending candidates for election to the Board of Directors. He has previously served as a member of the Over 2 weeks, Mason flew across the country on a roadshow for the IPO, shaking hands with institutional investors, going from New York and Los Angeles to Milwaukee and Dayton, Ohio. such key executives and to recognize their efforts in improving HomeStreets financial and regulatory condition. Because the Bank Order was terminated in March 2012 and replaced with an informal memorandum of understanding, these options are now vested as to 75% of the stock We awarded a special, one-time performance and retention incentive bonus to certain key executives in the second half of 2010 to incentivize and retain of Skinner Development Company and until 1986, chaired the Real Estate Department of Davis Wright TremaineLLP in Seattle. None of the members of the HRCG served as an officer or employee of HomeStreet during fiscal year 2011 levels. (3)payment of health insurance premiums for executive and his dependents for up to 18 months. Of this total $775,000 was received as a salary, $943,640 was received as a bonus, $0 was received in stock options, $765,386 was awarded as stock and $17,995 came from other types of compensation. procedure for shareholders who wish to present certain matters before an annual meeting of shareholders. HomeStreet Bank CEO Mark Mason is leading the bank's retreat from the mortgage banking business. THE BOARD from the record holder of your shares is an example of proof of ownership. This clawback period has a rolling three-year look back. and other employees whom we believe to be capable of addressing the regulatory and business challenges confronting the Company and the Bank and execute our business strategy. sub menu, Chairman, Chief Executive Officer and President. principal financial officer and principal accounting officer. This additional discretionary award was for the significant contribution to the companys 2011 operating OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF. oversee and make decisions regarding executive management salaries, incentive compensation, long-term compensation plans and equity plans for our consulting services to banks and other financial services companies. department in 2011, we believe that our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on HomeStreet. Ms.Williams resigned as a director of HomeStreet, Inc. and HomeStreet Bank effective with the completion of our (Communication With Audit Committees), as amended and adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T; received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526 (Communication with Audit not believe any element of the Management/Support Plan encourages participants to incur excessive or unnecessary risks to HomeStreets assets or reputation. We do not currently anticipate that any other matters will be raised at the Annual Meeting. requiring board approval under Regulation O, however, review and approval by our Board of Directors would still be required to approve such loan under Regulation O despite any such pre-approval as a related party transaction. unvested at the time of his separation and therefore were forfeit on March 31, 2012. president, human resource director for MetLife Capital Corporation from 1986 to 1998. The undersigned shareholder of HomeStreet, Inc. hereby appoints David A. Ederer and Godfrey B. Evans, and each of them, with power of substitution to each, to attend the Annual Meeting of For the other proposals He also holds an M.B.A. from Harvard Business School. After careful consideration, our Board of Directors has determined that a non-binding vote year ended December31, 2010 and fees paid for audit services rendered by KPMG LLP for the year ended December31, 2011. control by the Company other than for cause or by the contracted executive for good reason, in conjunction with a mutual release agreement, the contracted executive will receive an amount equal to the sum of: A base salary is provided to HomeStreet executives to pay for the basic Ms.Kanealii joined the Bank in 2002 as Senior Vice President and Business Banking Director. There are 19 older and 7 younger executives at HomeStreet Inc. in connection with the closing of our initial public offering in February 2012 that were subject to vesting based on increases in our stock price above the initial public offering price, but to date the HRCG has not made any other awards conditioned The equity compensation awards targeted ownership potential of a Companys outstanding shares, have been calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act) as reflected in the beneficial ownership table shown in the Principal Each of the directors attended or participated in they will continue to be so impacted for the foreseeable future. the attached Proxy Statement. be indemnified. appropriate on matters that involve specific areas of risk that each Committee oversees. our Board of Directors to establish by resolution the authorized number of directors, and twelve members are currently authorized, although at present we have only eleven members. shareholders. directed trustee votes the shares of our common stock as a bloc, as directed by the Plan fiduciary. The EW Partners peer group included a slightly different list of institutions from the peer group used in 2009, and was made up of the following banks: Currently, the compensation package for our named executive officers is comprised of base salary, an annual short-term cash incentive The level of awards was based on an analysis conducted by Towers Watson, an Scott M. Boggs. and 40.0% of the other contracted executives salaries, as well as specified and discretionary equity compensation awards. shareholders are entitled to vote, on an advisory or non-binding basis, on the compensation of our named executive officers as disclosed in accordance with the SECs rules in the Executive Compensation section of this Proxy Seventh Avenue runs under the Union Square buildings and the garage entrance is mid-block on the right side of the street. WHERE NO SPECIFICATION IS MADE, SAID SHARES SHALL BE VOTED FOR PROPOSALS 1, 2 AND 4 AND FOR THE 3 YEARS OPTION ON PROPOSAL 3. The percentages reflect beneficial The notice must contain specified information about the matters to be At HomeStreet Bank, we're driven to enrich the lives of our customers and communities through . Employees are eligible to participate in the 401(k) Plan if they meet the applicable service requirements and are at least 18 years old. Structure, Analyst Powered By Q4 Inc. in the banking and mortgage banking industries and because of his accounting education and experience. Mr Mason is 61, he's been the Exec. to our principal executive officer, principal financial officer and principal accounting officer) from, this code of ethics within four business days of any such amendment or waiver. The annual incentive awards granted under this plan provide for payments based upon attainment of specified goals that are intended to align the interests of employees with the interests of HomeStreet. HomeStreets Ederer said that after regulators placed the bank under an enforcement order in 2008, there were many sleepless nights. Seattle Rotary, and the board of directors of the Downtown Seattle Association. How long will each of the directors elected at the Annual Meeting continue to serve? Any shareholder who desires to contact our non-employee directors may do so electronically at the following website: http://ir.homestreet.com. incentive bonus awards. When shares are held jointly, each holder should sign. Actual compensation in a given year will vary from the target compensation levels based primarily on the attainment of operating goals, the We granted awards of 161,446 shares to Mr.Mason, 45,206 Our bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1)specified in the Payment of Filing Fee (Check the appropriate box): Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. If the signer is a corporation, please sign the enclosed proxy card as soon as possible. The most active insiders traders include Mark K Mason, Michael J Malone, and John Michel. in finance and graduated with honors. Mr.Malone is the retired chairman and chief executive officer of AEI/DMX Music, a company he founded in 1971 Mr.Malone serves on the Seattle Police Foundation, having been a founding member and past chairman. Mr.Hoostons employment agreement was terminated in connection with a separation and release agreement we entered with Mr.Hooston (the Separation He has served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank and The Bjurman Barry Family of Mutual Funds. The most active insiders traders include Mark K Mason, Michael J Malone, and John Michel. We needed all three, he said. Sign up in seconds, it's free! Prior to joining the Banks board, Mr.King served as of Washington and a CFA charterholder since 2002. Bank; Senior Vice President and Treasurer of HomeStreet, Inc. Mr.van Amen joined the Bank in 2003 and currently serves as Senior Vice President and Treasurer. We encourage any shareholders who would like to provide The Bank is subject to the requirements of Regulation O, which brought before such meeting and about the shareholder proposing such matters, including information related to the shareholders ownership interest in the Company and any material interests of the shareholder in the business desired to be and he received his bachelors degree in Accounting from the University of Washington. Mr.Morrison served as a member of the board of directors of HomeStreet, Inc. from 2003 until May 2008, In the course of determining the independence of each non-employee director, the Board of Directors considered the annual amount of HomeStreets sales Boggs, Brian Dempsey, Victor Indiek, George Judd Kirk and Douglas Smith were elected to serve on the Audit Committee effective on the closing of our initial public offering on February15, 2012. officers in an effort to retain those individuals and focus management on stabilizing and recapitalizing the Bank. Malone. specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and our compensation philosophy, policies and practices that are described in this Proxy Statement. Cory D. Stewart, Senior Vice President and Controller of HomeStreet, Inc. and Senior Vice President, Finance Ms. Williams served as a Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. of industry leading executives like Mark K. Mason. events based upon an increase in the price of our common stock in comparison to the price at which the initial public offering was consummated: one-third of the restricted stock awards vest upon an increase in our stock price of 25.0% from the Corporate Secretary, General Counsel and Chief Administrative Officer, will vote your shares as recommended by the Board of Directors: FOR each of the director nominees identified herein, EVERY 3 YEARS for Proposal 3 and FOR approval of the other Based on the results of this assessment, we do not believe that our compensation policies and practices for all employees, including non-executive officers, create risks that are reasonably likely Mason said he had to persuade the board to try a third time so soon again. For its 2021 fiscal year, HOMESTREET INC, listed the following CEO pay ratio data on its annual proxy statement to the SEC. Additionally, Looking forward, Mason said hes excited to see HomeStreet grow its mortgage-lending business. Ratification of Appointment of Independent Registered Public Accounting Firm. For inclusion in HomeStreets proxy materials: Shareholders may present proper proposals for inclusion in HomeStreets salaries of each named executive officer. She is an associate member for the Corporate Council of the Arts. In particular for the second half of 2011 and the full year the Company recognized net income of approximately $22.3million and HomeStreets performance will be based on overall success as measured by criteria determined by the HRCG, with input from our Chief according to any stock option grant or plan. As a proposals 1, 2, and 4 and for the 3 years option of proposal 3 on the frequency of executive compensation votes, as indicated on the reverse side of this page, with all powers that the undersigned would have if acting in person; and with Prior to joining the Bank, he held various officer positions at Safeco Corporation, including vice president, application solution delivery. Committee as they review executive compensation for the remainder of this year and future years. Committee of the Board of HomeStreet, Inc. Based on the outcome of that review, no adjustment was made to our Chief Executive Officers compensation package. 2010 Retention Grants. HOMESTREET INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. Mr.Dempsey previously served as vice chairman of the Bank from 1996 to 2001.

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