because of his significant financial and legal experience, business, accounting and legal degrees, and significant relationships in the business and legal communities in Seattle. principles: maintaining accurate and complete records; maintaining integrity of consultants, agents and representatives; and. community bank located in Bellevue, Washington. logo are registered trademarks of HomeStreet, Inc. equal The say-on-pay vote is advisory, and therefore not binding on the Company, the Human Resources and Corporate Governance long-term company-wide goals of safety and soundness, increased shareholder value and risk management. How many shares are entitled to vote at the meeting? awards held by our named executive officers at fiscal year end were option awards. times (in the case of the other contracted executives) the greater of his annual incentive payment earned by the executive in the year prior to termination or the contracted executives target incentive payment for the current year and Jeffery D. Schlenker, Senior Vice President, Program Manager of HomeStreet Investment Services of the Bank. In addition, the post-offering agreements require the Company to Thank you for your ongoing support of and continued interest in HomeStreet, Inc. president, chief administrative officer, general counsel and corporate secretary for Fidelity Federal Bank and its publicly traded holding companies, Bank Plus Corporation and Citadel Holding Corporation. George Committee has selected KPMG LLP as the Companys independent registered public accounting firm to audit the consolidated financial statements of HomeStreet and its subsidiaries for the fiscal year ending December31, 2012. The Company is paying all such costs. Participation. Inc. following the closing of our initial public offering in February 2012. Mr.Ederer received a bachelors degree In addition, upon the closing of the Companys Offering, the Company made certain grants of restricted stock to our directors. Ms.Greenwald has also served as a director and treasurer of Common Ground and a legislative and legal affairs committee member of Seattle Mortgage Bankers candidates name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and HomeStreet within the last three years and evidence of the nominating 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. incentive plan in order to increase performance and to achieve annual goals. he serves on the National Council of the National Trust for Historic Preservation, the board of directors of the Northwest African American Museum, and the board of directors of Capitol Hill Housing in Seattle. Patricia A. Leach, Executive Vice President of Home Street, Inc.; Executive Vice President and Income Property Lending Management/Support Performance-Based Annual Incentive Plan. Statement. such beneficial owners. Mr. 75% or more of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which that director served during the past fiscal year. 12months following the first public issuance of the non-complying document, and (2)any profits the executive realized from sales of HomeStreet securities during that period. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. Mr.Dempsey received a bachelors degree in Business Administration and a masters of business administration from the University of Washington. Bank upon the closing of our initial public offering in February 2012. Who can help answer any other questions I may have? After completing its review and evaluation of director candidates, the HRCG recommends to the full Board of Directors the director nominees. Gerhardt Morrison. business as may properly come before the Annual Meeting of Shareholders of HomeStreet, Inc. Plan& Trust. on satisfaction of performance goals. Finance and Marketing from the American Graduate School of International Management. Mr.Indiek was also involved in the formation of Management Director of the Bank. Mr.Boggs started his career as a certified public accountant with Deloitte, Haskins& Sells from 1977 to 1985, year ended December31, 2011, so the amounts disclosed for that year, which are based on our current invoices from KPMG LLP, are subject to change based on the outcome of those discussions. Following the closing of our initial public offering in February 2012 and the In addition, he makes $1,714,120 as Chairman of the Board, President, and Chief Executive Officer at HomeStreet Inc. Mark has made over 32 trades of the HomeStreet Inc stock since 2008, according to the Form 4 filled with the SEC. While we expect that all of the nominees The following table sets forth the beneficial ownership of our common stock as of April 2, 2012, by: each of the directors and named executive officers of HomeStreet, Inc.; all of our directors and executive officers as a group; and. Mark was preceded . Accordingly, we ask our shareholders to vote FOR the following resolution at the Annual Meeting: RESOLVED, that the Companys shareholders approve, on an advisory basis, the compensation of the named executive officers, as The numbers represented in the table above reflect a 2-for-1 forward split of our common stock effective on March6, 2012. Ms.Williams is the sister of In setting the base salaries for our Chief Executive Officer and Chief they provide to HomeStreet with a goal of protecting the Company and the shareholders and providing the stability and skilled leadership we need in our current environment. Mr.Morrison served as a member of the board of directors of HomeStreet, Inc. from 2003 until May 2008, Mr.Malone has served on the board of directors and the audit committee of Expeditors International since 1999. Proxy instructions, ballots and voting tabulations that identify an individual shareholder are handled in a manner that protects your voting privacy. public offering in February 2012, excluding any shares issued under restricted stock. In May 2011, to provide additional compensation incentives and reward certain key executives who have played an important role in recapitalizing the A Facebook gives people the power to share and makes the world. Committee Membership of Directors of HomeStreet, Inc. Human Resources and Corporate Governance Committee, Human Resources and Corporate Governance Committee Interlocks and InsiderParticipation, Process for Recommending Candidates for Election to the Board of Directors, Attendance at Annual Meetings of Shareholders by the Board of Directors, Insider Trading Policy and Rule 10b5-1 Trading Plans, Current Non-Employee Director Compensation, 2011 Equity Incentive Plan for Non-Employee Directors, Compensation Program Objectives and Philosophy, Pre-Offering Executive Employment Agreements, Post-Offering Executive Employment Agreements, Severance and Change in Control Arrangements, Human Resources and Corporate Governance Committees Report, Outstanding Equity Awards at Fiscal Year-End, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, Procedures for Approval of Related Party Transactions, Directions and Parking Instructions to HomeStreet, Inc. A quorum refers to the number of shares that must be represented at a meeting in order to lawfully conduct business. KPMG LLP currently serves at the Mark Mason is chairman, president and CEO of HomeStreet Bank, a regional bank headquartered in Seattle. Please submit your proxy by mail in accordance with This includes temporary housing and travel expenses for Messrs. Mason, Hooston and Evans, as well as relocation and gross-up expense for Mr.Mason. He has been a member of the Fannie Mae Western Business Center Advisory Board since 2004, Chair of the Housing Partnership, a nonprofit organization, from 2001 to 2007 and a member of the University of Washington Milgard School of Business Advisory directors by mail may do so by writing HomeStreets Corporate Secretary at HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101. Additional copies of the Annual Report on Form 10-K may be Most recently Mr.Mason served as president of a startup energy company, TEFCO, LLC, and he served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank, and The Bjurman Barry Family of HomeStreet has an insider trading policy that prohibits, among other things, short sales, hedging of stock The proposals scheduled to be voted on at the Annual Meeting are: The election of the three Class I directors listed in this Proxy Statement to serve for a term of three years or until their respective successors are A copy of our code of ethics (Code of Ethics) is available on our website at http://ir.homestreet.com. the Bank. HRCG is responsible for setting the policies and compensation levels for our directors and named executive officers and for determining the compensation of our Chief Executive Officer. will be included in the beneficial ownership of the holder of such option, and the percentage ownership for that holder will be calculated by adding the aggregate number of options exercisable within 60days of April2, 2012 to both the HomeStreet and the HomeStreet 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 Ms. Proxy Statement and for consideration at the next annual meeting of shareholders by submitting such proposals in writing to our Corporate Secretary in a timely manner. 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. you'll be able to: Access over 1,500,000 executive and board member profiles. 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. From February 2008 to October 2008, Mr. Mason also served as president of a startup energy company, TEFCO, LLC, and he served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank, and The Bjurman Barry Family of Mutual Funds. Ms.Vincent joined the Bank in 1987 and currently serves as Senior Vice President, Risk and HOMESTREET INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. Nominees shareholders will start on December28, 2012 and end on January27, 2013. principal at Indiek Realty/Finance, which he formed in 1995. Ms.Leach is a member of the board of directors of the Seattle Housing Resources Group, member of Commercial Real Estate Women, member of HomeStreet executives participate in a short-term cash ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION. institutions. Where can I find the results of the Annual Meeting? 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 These agreements are described in more detail under the heading 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. Shareholder ratification of the selection of KPMG LLP is 6.0% of eligible compensation (subject to IRS limits). Mr.Bennions cash incentive was audited the Companys financial statements since fiscal 2003. From 1999 to 2002 he served as a director and chairman of the audit committee of Bank Plus Corporation and Fidelity Federal Bank. OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE NOMINEES LISTED And the bank is launching a unit catering to affluent customers with up to $1 million in net worth. please cross through the name of the relevant nominee and clearly print the name of your proposed director alongside the stricken candidate. corporate controller from 1998 to 2003. Mr.Masons and the attached Proxy Statement. Accordingly, assuming the presence of a quorum, abstentions will not affect the results of the matters to be considered at the Annual Meeting. compliance framework. In early February, an opening appeared as market volatility was low. The most active insiders traders include Mark K Mason, Michael J Malone, and John Michel. vote. Seventh Avenue runs under the Union Square buildings and the garage entrance is mid-block on the right side of the street. 2011, McLagan assessed our incentive compensation programs and made recommendations with respect to the Sound Incentive Compensation Policy Final Guidelines as adopted by our regulators effective June 2010 and the guidelines to be implemented under We believe stock ownership by our executive officers helps align the interests of our executive officers Hilton Hotel, Windward Room, located at 1301 Sixth Avenue. Additionally, we hope that you can attend the meeting in person. In 1999, we adopted a plan to permit directors to defer all or a portion of their fees received for services as a director that would However, if any chairman of University Savings Bank from 1984 to 1994. independent compensation consultant. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors may be filled solely by the affirmative vote of a The reasons for, and further information in relation to, each of these proposals are described in more Committee Membership of Directors of HomeStreet, Inc, Human Resources and Corporate Governance Committee Interlocks and Insider. Our Board recommends that you vote your shares: FOR the three nominees as director (Proposal 1), FOR the approval, by non-binding vote, of executive compensation (Proposal 2). Non-Binding Vote on Executive Compensation. Mr. Bennions incentive target was three Prior to our recently KPMG. employment arrangements and director compensation required to be disclosed in our Proxy Statements, certain charitable contributions, transactions where all shareholders receive a proportional benefit and transaction entered into through a In order to be included in the Proxy Statement for the 2013 annual meeting of 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. Shareholders may request a free copy of the Principles of the shareholders of said corporation to be held May23, 2012, at 10:00 a.m. in the Windward Room of the Hilton Hotel, 1301 Sixth Avenue, Seattle, Washington 98101, and any adjournments or postponements thereof, and to vote the shares of the There are 1 executives at HomeStreet Inc getting paid more, with MarkMason having the highest compensation of $1,714,120. This table includes all compensation paid to directors who were on the Board during any portion of 2011. (1)two times his then current base salary, (2)an amount equal to two times the greater of (a)his annual incentive payment earned in the year prior to termination or (b)his target incentive payment for the current year and However, if the annual meeting for 2013 is more than 30 days before or 60 days after May23, 2013, in order to be timely notice must be delivered not less than officers as a group owned approximately 4.0% based on shares outstanding as of and options exercisable within 60 days of December31, 2011. Based upon a review of the assessment conducted by McLagan in 2010 and early 2011 and an internal review by our human resources All 2010 retention grants will become vested and exercisable immediately upon a change of control of HomeStreet, Inc., as The Audit Committee of HomeStreet, Inc. is composed solely of independent directors as required by the Nasdaq corporate governance officer and chief administrative officer and general counsel entered into employment agreements with the Company, each of which requires the payment of severance and acceleration of certain stock options in the event of a termination by us without each of the first three anniversaries of the grant date. We adopted a broad-based, non-discretionary severance plan following approval by our purposes of the Management/Support Incentive Plan was $51.9 million. In addition, we granted nonqualified stock options, which we refer to as the 2010 retention grants, to certain senior After careful consideration, our Board of Directors has determined that a non-binding vote (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 You may also find these items online, along with our Form 10-K, at http://ir.homestreet.com. Prior to working at HomeStreet, Mr. Williams served for two years in the U.S. Peace Corps as a college professor in Liberia. In evaluating and identifying candidates, the HRCG has the authority to retain and terminate any third-party search firm that is used to identify You may do this by either a) signing and returning another proxy with a later date prior to the date of the manager of commercial special assets with Bank of America between 2008 and 2009 and as vice president and client manager with Bank of America from 2000 to 2007. If you submit your proxy and later wish to change your vote you may do so, either by submitting a new proxy or by voting in person at the discretionary authority to act on such other matters as may properly come before said meeting or any adjournments or postponements thereof. We needed all three, he said. 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. Chairman Dave Ederer said directors of the family-owned Seattle bank dreaded Fridays the day regulators seize distressed banks. What is the voting requirement to approve each of the proposals? Paulette Lemon, Senior Vice President, Retail Banking Director of the Bank. She is an associate member for the Corporate Council of the Arts. Trading Plans. 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. 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. We believe that our current overall non-employee director Human Resources and Corporate Governance Committee, the Board of Directors has nominated Brian P. Dempsey, Gerhardt Morrison and Douglas I. Smith for re-election as Class I directors. The Board of Directors believes the proposals are in the best interests of HomeStreet and its shareholders In order to provide additional equity-based compensation incentives and to reward key personnel who had played an important role in stabilizing and recapitalizing HomeStreet and the Bank, the HRCG approved your broker, your broker will leave your shares unvoted on this matter. graduate work in banking at National School of Banking through Fairfield University. If your shares are held in street name, you will need proof of ownership to be admitted to the Annual Meeting. See Management Committees of the Board of Directors Over the last 11 years, insiders at HomeStreet Inc have traded over $7,730,610 worth of HomeStreet Inc stock and bought 377,308 units worth $11,715,403 1. This Proxy Statement is first being sent to the shareholders of the Company on or about April27, 2012, and is accompanied by a proxy card that is being solicited by the Company for use at the Annual Meeting. 2007 as Chief Information Officer. In 2010, the HRCG 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 bank counsel has focused on. in Business Administration from the University of Washington. [8][9], It was announced in November 2018 that HomeStreet Bank would acquire the San Marcos, California retail branch and business lending team of Silvergate Bank. Mason said he had to persuade the board to try a third time so soon again. significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders concerns and evaluate whether any actions are necessary to address those concerns. Filings, Insider
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