Mr.Hoostons cash incentive awards were $481,226 or 160.4% of target and $89,014 or 74.2% of target, respectively. community bank located in Bellevue, Washington. The purpose of the 2010 Plan is to give us a competitive position in attracting, retaining and motivating officers, employees, website at www.sec.gov. Corporate performance for these executives was based on achievement of 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 University of Washington and is a graduate of the Pacific Coast Banking School. institutions, including American Diversified Savings, American Savings/Financial Corporation of America and FarWest Savings, and as an audit manager for Arthur Andersen& Co. Chairman, Chief Executive Officer and President Bruce W. Williams. Our Employee Stock Ownership Plan, or ESOP, is our largest single shareholder. previously. claims against the Company and its affiliates. What is the voting requirement to approve each of the proposals? 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. member of the board of HomeStreet, Inc. from 1994 to 2012 and as a member of the board of the Bank from 1999 to 2012. A map and directions to the meeting location can be found at the back of retirement on or after age 65 or (5)the participants termination of employment. Founded in 1921, HomeStreet Bank offers consumer and commercial banking, mortgage lending and loans for residential construction, commercial real estate financing, and insurance products and services on the West Coast and Hawaii. The form of payment includes either a single lump-sum payment or annual installment payments over a period of years, but not more than ten years. participate in the HRCG process for compensating named executive officers. Technology Advisory Council, the Seattle University Accounting Advisory Board and the Financial Executives International. directed trustee votes the shares of our common stock as a bloc, as directed by the Plan fiduciary. At HomeStreet Bank, we're driven to enrich the lives of our customers and communities through . Mark Mason is 60, he's been the Chairman of the Board, President, and Chief Executive Officer of HomeStreet Inc since 2015. All notices of proposals by shareholders, whether or not included in our proxy materials, should be sent to our Corporate Secretary at our principal executive offices. shareholders, we encourage, but do not require, directors to attend. Mr.Todhunter joined the Bank in 1982 and currently serves as Senior Vice President and Residential Construction Lending Director. Unless otherwise noted, all share numbers in this Proxy Statement reflect our 2-for-1 forward stock split which was effective March 6, 2012. Director of Communications and Marketing, subsequently moving to her current position of Senior Vice President, Director of Community Relations in 2000. Human Resources and Corporate Governance Committee Interlocks and Insider Thomas E. King. Facebook gives people the power to share and makes the world. The say-on-pay vote is advisory, and therefore not binding on the Company, the Human Resources and Corporate Governance Looking forward, Mason said hes excited to see HomeStreet grow its mortgage-lending business. As a Section162(m) places a $1.0 Let us earn your business. Filings, Insider purposes of hiring employees but as no base salary increases have been granted to any named executive officers since 2008, no base salary surveys were conducted during 2009, 2010 or 2011 other than the Chief Executive Officers base salary, Be Together for the Right Reasons. For inclusion in HomeStreets proxy materials: Shareholders may present proper proposals for inclusion in HomeStreets If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place Chairman and Pres & CEO of HomeStreet Inc, the total compensation of Mr Mason at HomeStreet Inc is $1,633,200. 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 401(k) Savings The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the securities, to file with the Securities and Exchange Commission reports of ownership and reports of changes in ownership of common stock and our other equity securities. restricted stock awards and 75% to stock options; the stock options vest ratably on the first, second and third anniversaries of the completion of the initial public offering while the restricted stock grants vest upon the occurrence of certain professional degrees and training in business and management. HomeStreet Bank is a member of the FDIC and an Equal Housing Lender. Institute of Seattle. Each of the directors attended or participated in In addition to the compensation arrangements with directors and executive officers described in Executive Compensation above, for our Board of Director must also meet any approval requirements set forth by our regulators. For those interested in conducting a detailed compensation analysis, we recommend that you review the entire proxy statement. The HRCG oversees management of risks relating to the Companys compensation plans and programs. Ms.Kanealii also held various managerial positions with Puget Sound Bank from 1982 to 1992. 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 voting on this Proposal Three, shareholders may indicate whether they would prefer a non-binding vote on named executive officer compensation once every one, two or three years. from the University of Washington and is a Mr.Dempsey received a bachelors degree in Business Administration and a masters of business administration from the University of Washington. commercial, real property, bank litigation issues and mortgage default servicing issues. All proxy statements are public filings made available to the general public by the SEC. HomeStreet, Inc. is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii. Are you Mark K. Mason? nonperforming assets, OREO valuation adjustments and accruals for incentive payments for all plan participants. Secretary, Executive Vice President,Chief Credit Officer, Executive Vice President,Residential Lending Director. Mr.Gregory holds a bachelors degree in Mathematics and that is comprised of directors who: (1)are predominantly independent, (2)are of high integrity, (3)have broad, business-related knowledge and experience at the policy-making level in business or technology, including their Professionals and received her Certified Treasury Professional certification in 1997. The first set of agreements, which we refer to in this Proxy Statement as the pre-offering agreements, were in effect from May 2011 until the lifting of the Bank cease and desist order in March 2012, at which point those agreements were Take the Seneca Street exit, (exit 165), on the left side of the freeway. 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 with the SEC are also available on HomeStreets website at http://ir.homestreet.com after the reports are filed with the SEC. Its like triage, Mason said. Among other things, this charter calls upon HRCG to: develop criteria for selecting new directors and to identify individuals qualified to become board members; select, or recommend that the board select, the director nominees for each annual meeting of shareholders; develop and recommend to the board a set of corporate governance principles applicable to the corporation, including periodic review and reassessment Generally, we Bank upon the closing of our initial public offering in February 2012. Thank you for your ongoing support of and continued interest in HomeStreet, Inc. After completing its review and evaluation of director candidates, the HRCG recommends to the full Board of Directors the director nominees. (1)two-and-one-half times (in Mr.Masons case) or two times (in the case of the other contracted executives) his then current base salary, (2)an amount equal to two-and-one-half times (in Mr.Masons case) or two The Bank is the directed trustee for our common stock owned by the Plan. Computer Science from Park College, Kansas City. Mr.Mason was selected to serve as a director because of his significant experience as an executive officer, director and consultant to banks and mortgage companies, his Mark K. Mason, Director, Chairman, Chief Executive Officer and President of HomeStreet, Inc. Mr. Mason has been the Company's Chief Executive Officer and HomeStreet Bank's Chairman and Chief Executive Officer since January 2010 and the Chairman of the Company since March 2015. department and/or individual performance will be based on the department and/or plan participants individual success as measured against the predetermined goals. Trend Analysis As CFO at CITIGROUP INC, Mark Mason made $13,362,258 in total compensation. Mr.Indiek joined the Board of Directors of HomeStreet, Inc.and the HomeStreet, Inc. is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii. Such shareholders who desire to contact our non-employee Companys independent registered public accounting firm and has conducted the integrated audit of HomeStreets financial statements for 2011. To view Mark K. Mason's complete executive work history, 1100 Marshall Street, Redwood City, CA 94063 | Phone (650) 241-6600 | Fax (650) 701-0993, President, Chief Executive Officer and Director, Former Senior Executive Vice President and Mortgage Lending Director, HomeStreet Bank, Sign up now to view Mark K. Mason's 74 connections . For and in consideration of the payments and other benefits due to [Mark K. Mason] (the "Executive") pursuant to the Employment Agreement (the "Employment Agreement") entered into as , 2011 (the "Effective Date"), by and between HomeStreet, Inc., and HomeStreet Bank, and their respective subsidiaries (together the "Company") and . The chairman of HomeStreet received a one-time grant of were suspended from July 2009 to July 2010, and no employer contributions were made to employee ESOP accounts due to our financial condition during that time period. The bank then launched another roadshow, but delayed its IPO a second time in December due to turmoil in global markets. 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. 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. Mark was preceded . Mr.Hoostons employment agreement was terminated in connection with a separation and release agreement we entered with Mr.Hooston (the Separation This vote is not intended to address any Mr.Ederer is a certified public accountant (inactive) and managed consulting, accounting and auditing services for Price Waterhouse from 1965 to 1974. [10], On March 24, 2020, HomeStreet suspended its $27 million stock buyback plan during the COVID-19 pandemic. 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. Musk Made a Mess at Twitter. George Peer group benchmarking was not used over the three preceding years for other management positions because we were not increasing base salaries for those other officers. conversion of a security, (3)the power to revoke a trust, discretionary account or similar arrangement or (4)the automatic termination of a trust, discretionary account or similar arrangement. also the Certain Relationships and Related Transactions section in this Proxy Statement. HomeStreet, Inc.s board of directors has authorized by resolution a 12-member board of directors, however, we currently have 11 The Board of Directors has determined that, with the exception of Mark Mason and Bruce Williams, all of its current members are The most active insiders traders include Mark K Mason, Michael J Malone, and John Michel. Actual compensation in a given year will vary from the target compensation levels based primarily on the attainment of operating goals, the 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 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 for all employees, including non-executive officers. notice of meeting given by or at the direction of the Board of Directors, (2)properly brought before the meeting by or at the direction of the Board of Directors or (3)properly brought before the meeting by a shareholder who has In addition, Section304 of the Sarbanes-Oxley Act of 2002 provides a basis to recover incentive awards in certain circumstances. Try to find parking in the WEST section of the garage, near the One Union Square elevator on any level. of his significant experience as an executive officer and director of several financial institutions, his experience as a director on several public company boards, his experience on board committees and his professional degrees and training in That went on for months and months and months.. FOR AGAINST ABSTAIN. understanding of the Companys business in particular, (4)have qualifications that will increase overall Board effectiveness and (5)meet other requirements as may be required by applicable rules, such as financial literacy or It was incredibly disappointing, given the amount of effort and cost to get to that point, Mason said. Companys overall performance, and changes in shareholder value. Executive Officer in November 2011, we considered survey-based information aggregating compensation statistics for similarly situated institutions as well as compensation information for Chief Executive Officers from institutions in our peer according to any stock option grant or plan. team that had significant turnaround experience and experience that would, in the judgment of the Board of Directors and the Human Resources and Corporate Governance Committee (the HRCG), which acts as the Board of Directors None of the members of the HRCG served as an officer or employee of HomeStreet during fiscal year 2011 In addition, we believe a meaningful portion of each executives total compensation opportunity should be linked to our Ritchey, Mark Edward Age 68, of Maple Grove, Minnesota passed away peacefully on February 15, 2023 in his home with his wife of 23 years, Doreen, and sister-in-law Donna, near. He The Chief Executive Officer and Chief Financial Officer each received a one-time grant of nonqualified stock options for their efforts in improving our financial condition What happens if additional matters are presented at the Annual Meeting? Prior to his current position and since joining the Company in 2009, 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 These latest grants are intended to allow these executive officers to continue to maintain the right to own a significant stake in the This clawback period has a rolling three-year look back. Mark Mason Chairman of the Board and Chief Executive Officer at HomeStreet Bank Seattle, Washington, United States 299 followers 245 connections Join to view profile HomeStreet Bank. Shareholder ratification of the selection of KPMG LLP is employees and consultants. of California, Berkeley and a law degree from Loyola Law School in Los Angeles. because of his significant financial and legal experience, business, accounting and legal degrees, and significant relationships in the business and legal communities in Seattle. Dempsey, Tom King, Mike Malone and Doug Smith. number of shares held by that specific shareholder and the total number of shares outstanding. We also intend to enter into indemnification agreements with our future directors and executive officers. 2020 HomeStreet, Inc. All Rights Reserved. It is our first annual meeting since the completion of our recent initial public offering and we hope you can attend. Salary increases ordinarily are effective on January1 of each year. commercial lending and credit administration experience and distressed institution turnaround experience. Such directors, officers and employees will not be Registrant, Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)), Soliciting Material Pursuant to 240.14a-12, (Name of Registrant as Specified In Its Charter). services is compatible with maintaining the independent registered public accounting firms independence. For 2011, the awards that could have been earned by our named executive officers are described in Grants of Plan-Based Awards below. Interest earned on participant deferrals is equal to the average five year daily treasury rate for the quarter. Prior to joining the Banks board, Mr.King served as Malone. according to any stock option grant or plan. Prior to joining HomeStreet, Ms.Taylor served as executive vice once every six years, how frequently we should seek a non-binding vote on the compensation of our named executive officers, as disclosed pursuant to the SECs compensation disclosure rules, such as Proposal Two of this Proxy Statement. Mark K. Mason, Director, Chairman, Chief Executive Officer and President of HomeStreet, Inc. Mr. Mason has been the Companys Chief Executive Officer and HomeStreet Banks Chairman and Chief Executive Officer since January 2010 and the Chairman of the Company since March 2015. The notice must contain specified information about the nominees and about the shareholder proposing such nominations. We do not believe that any element of the 2010 Plan encourages excessive or unnecessary risks to HomeStreets assets or reputation. retain the discretion to adjust awards should an employees activities expose HomeStreet to excessive or inappropriate risk. 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. to have a material adverse effect on HomeStreet. The Company is principally engaged in real estate lending, including mortgage banking activities, and commercial and consumer banking. Mr.Dempsey previously served as a member of the board of directors of the Federal Home Loan Bank of Seattle, as president of Talmadge Hamilton House (a United Way Agency) and as chairman not believe any element of the Management/Support Plan encourages participants to incur excessive or unnecessary risks to HomeStreets assets or reputation. Paul J. Battaglia, Senior Vice President, Credit Counsel of the Bank. This plan was adopted to further reduce expenses and preserve capital. The Dodd-Frank Act also enables our shareholders to indicate, at least unpaid salary and incentive compensation, unused vacation time, and unreimbursed expenses, in the event of termination of a contracted executives employment within one year or during the 90 days immediately preceding a change of The components of this plan are described in more detail below under senior managers upon the closing of our initial public offering, which we completed in February 2012, in order to maintain the existing ownership percentage targets for those executive officers and senior managers. As a result, 75% of the options granted to Mr.Hooston pursuant to the 2010 retention grants were vested and exercisable upon his termination. We issued an aggregate of 356,969 shares of our common stock as part and each committee member earns an additional fee of $500 per committee meeting (other than for telephonic committee meetings less than two hours in duration, for which the fee is $250). Exit the elevator and take the down escalators directly ahead. The post-offering agreements further provide that if any payments received by a contracted executive would Ms.Vincent joined the Bank in 1987 and currently serves as Senior Vice President, Risk and (2)such factors as issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like, and (3)such Washington Roundtable and the Seattle Chamber of Commerce and on the International Advisory Board of the Seattle Public Schools. Mr. Mason. [11], "Continental, Inc." redirects here. Its principal subsidiaries are HomeStreet Bank and HomeStreet Capital Corporation. Mr. Mason was selected to serve as a director because of his position as our CEO and his significant experience as an executive officer, director and consultant to other banks and mortgage companies, his credit and lending experience, finance and accounting education and experience and relationships in the banking industry and the capital markets. Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. HomeStreet has an insider trading policy that prohibits, among other things, short sales, hedging of stock As discussed above, in In setting the base salaries for our Chief Executive Officer and Chief January 2010 we hired a new Chief Executive Officer and Chief Financial Officer to help us turn around and recapitalize the Company. Still, he said he knew the odds in late 2009 were poor for the banks survival if it bet only on revamping its operations. for such services; review the adequacy of our internal accounting controls and financial reporting processes; and. Ms.Vincent . As a result of that review, the HRCG determined that the compensation packages offered to the Chief Executive Officer and Chief Financial Officer were appropriate and commensurate with the services required. Prior to that, Mr.Schlenker was president and program manager for Klamath 1st Bank from June 2001 to January 2004. Mr.Battaglia has served the Bank since 2010. Ownership, Proxy The unique circumstances of the Bank required special compensation arrangements to attract individuals with these specialized After careful consideration, our Board of Directors has determined that a non-binding vote HomeStreet scooped up business as the nations biggest lenders pulled back on new mortgages to limit their exposure, said Trepp analyst Matthew Anderson. Perquisites and other Personal Benefits. participant ceases to be a director. Paulette Lemon, Senior Vice President, Retail Banking Director of the Bank. this zookeeper instance is not currently serving requests. approved a one-time grant of nonqualified stock option awards that were made outside of the 2010 Plan. Mr.Iseman joined the Bank in August 2009 and currently serves as the Executive Vice President and Chief Credit Officer of the Company and the Bank. Administrative Officer. member of the Washington State and Federal Bar Associations. Mr. shareholders. under the 2010 retention grants. In addition, each director earns a fee of $1,000 per board meeting, Management Director of the Bank. In addition, all of the contracted executives unvested restricted stock and stock options will immediately vest and will remain exercisable The HRCG granted stock option awards Employee directors are not compensated of an independent registered public accounting firm is not ratified by the affirmative vote of a majority of the shares present and voting at the meeting in person or by proxy, the appointment of the independent registered public accounting firm Mr.Smith joined our board of directors upon the closing of our initial public offering in February 2012. On October22, 2010, our Chief Executive Officer received 100,000 options, our Chief Financial Officer received 28,000 options and our Executive Vice President, Chief Administrative officer and then to chief executive officer in 2002, a position that he held until January 2010. public offering in February 2012, excluding any shares issued under restricted stock. Jeffrey L. Todhunter, Senior Vice Our Board of Directors has adopted a written charter for the HRCG that satisfies the applicable standards of Nasdaq Corporate Governance Bloomberg's Alix Steel and Paul Sweeney harness the power of Bloomberg Intelligence to provide in-depth research and data on more than 2,000 companies and 130 industries. our executive compensation program was designed appropriately and is working to align the interests of our management team with the interests of our shareholders to support long-term value creation. In 2011, our named All executive officers and directors as a group (29 persons) (10), HomeStreet, Inc. 401(k) Savings and Employee Stock Ownership
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