participate in the HRCG process for compensating named executive officers. Bennion and Patricia A. Leach. independence. Urban Land Institute (CDC Council), American College of Real Estate Lawyers, and the Pacific Real Estate Institute. The Audit Committee has adopted a policy authorizing certain permissible Like HomeStreet, Fidelity Federal was saddled with bad debt and risked closure due to low capital levels. may direct the Plan trustee as to how to vote their shares of our common stock in their ESOP stock accounts with regard to approval or disapproval of any of the following events: (1)corporate merger of HomeStreet, Inc., full corporate name by duly authorized officer, giving full title as such. Accordingly, assuming the presence of a quorum, abstentions will not affect the results of the matters to be considered at the Annual Meeting. Mr.Bennion joined HomeStreet in 1977 and currently serves as the Banks Executive Vice President and Residential Lending Director. Chairman and Pres & CEO of HomeStreet Inc, the total compensation of Mr Mason at HomeStreet Inc is $1,633,200. 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. In 2011, we implemented a Management/Support Performance-Based Annual Incentive Plan (the Management/Support Plan) which applies to certain eligible employees, In evaluating and identifying candidates, the HRCG has the authority to retain and terminate any third-party search firm that is used to identify 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 A majority of the Our Board of Directors recommends a triennial vote as the most appropriate alternative for the Company as it will allow our 2012. company financial performance set annually by our board of directors. The Audit Committee reviews and discusses with And hes the chief financial officer until he hires a new one. Mr.Hoostons incentive target was divided into two components: 50% corporate performance, as described above and 50% individual performance. 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. 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. market commercial lending, and vice president, business banking. Prior to this, Mr.Evans served as interim general counsel There are 1 executives at HomeStreet Inc getting paid more, with MarkMason having the highest compensation of $1,714,120. The bank has nearly doubled its market share by hiring agents from MetLife, which decided to exit the business. Process The 2010 Plan will be administered by A participant or his/her beneficiary receives a distribution of his or her plan deferrals and These loans are made in the ordinary course of business on substantially the same terms, including interest rates See THE BOARD Mr.Indiek holds a bachelors degree in accounting from the University of Kansas, is a certified public accountant and a California real estate broker. The Company is principally engaged in real estate lending, including mortgage banking activities, and commercial and consumer banking. 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Mason joined Citigroup in 2001 and has held a number of executive positions at the firm, including Chief Financial Officer of Citi's Institutional Clients Group, Chief Executive Officer of Citi Private Bank, Chief Executive Officer of Citi Holdings, and Chief Financial Officer and Head of Strategy and M&A for Citi's Global Wealth Management Mr.Boggs started his career as a certified public accountant with Deloitte, Haskins& Sells from 1977 to 1985, 90 days nor more than 120 days prior to the actual date of the 2013 meeting; provided, that if the notice of such meeting is less than 100 days before the date of such meeting, notice of such proposal must be made not less than 10 days after the A copy of this charter is available on our website at http://ir.homestreet.com. 2020 HomeStreet, Inc. All Rights Reserved. salaries of each named executive officer. defined below) and who was a shareholder at the time of such notice and as of the record date. In accordance with Mr.Masons employment agreements with the Company, as of March26, 2012, the date of the lifting of the cease and desist order imposed on the Bank, Mr.Masons base salary decreased to Mr.Ederer received a bachelors degree Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. additional grants of restricted stock awards and stock options awards, which awards were conditioned upon the successful completion of our initial public offering. On January20, 2010, the shareholders approved the 2010 Equity Incentive Plan (the 2010 Plan), which authorizes the grant of nonqualified and incentive Mr.Stewart was previously the director of finance at Volt Information Sciences, Inc. from 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 University's Albers School of Business and Economics. Mary Francis, Senior Vice President, Cash 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 Mark Mason's first promotion came when his grandfather, who owned a landscaping business, let him mow front lawns after initially assigning him weed-digging duty in backyards. date of the notice of the meeting in order to be timely. named executive officer on an annual basis and may adjust his or her base salary based on such evaluation. and/or individual performance will be allocated based on the specific weighting of the goals, the participants annual incentive award tier, and the actual performance compared to the pre-determined minimum, target and maximum performance Be Together for the Right Reasons. This Proxy Statement, HomeStreets 2011 Annual Report on Form 10-K and the Companys other reports filed Our Board of Directors has adopted a written charter for the HRCG that satisfies the applicable standards of Nasdaq Corporate Governance Mason said he had to persuade the board to try a third time so soon again. To assist the Audit Committee in its oversight responsibilities, the pre-approval policy identifies the three basic principles of The Bank is subject to the requirements of Regulation O, which HomeStreet, Inc., d.b.a HomeStreet Bank, together with its subsidiaries, provides various financial services primarily in Washington, Oregon, California, and Hawaii. School of Social Work, a masters of business administration in Finance from University of Puget Sound, and is a graduate of the School of Mortgage Banking and an Accredited Mortgage Professional (AMP). 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. NOTE: We will not be validating Hilton parking. long-term financial performance; and. 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 Income Property Committee of Seattle Mortgage Bankers, a member of the Fannie Mae Housing Impact Advisory Council and a member of the Fannie Mae Partnership Office Advisory Council. The stock options vest ratably in thirds over each of the first three anniversaries of the completion of the offering, while the with the shareholders interests. Freddie Mac, serving initially as its first chief financial officer from 1970 to 1973 and then as its president and chief executive officer from 1974 to 1977. Committee of the Board of HomeStreet, Inc. Change in Control Arrangements. importance of Mr.Mason to our recapitalization and turnaround plans. If we are required to restate our financials due to noncompliance In addition, each director earns a fee of $1,000 per board meeting, into consideration in making compensation decisions for 2011 or any prior years. It was a big credibility issue for them as well.. number of directors may not shorten the term of an incumbent. Exit the elevator and take the down escalators directly ahead. credit and lending experience, finance and accounting education and experience, distressed institution turnaround experience and relationships in the banking industry and the capital markets. Following the closing of our initial public offering in February 2012 and the All shareholders of record of HomeStreet common stock at the close of business on April2, 2012 (the Record Date) are entitled to notice logo are registered trademarks of HomeStreet, Inc. equal We are He is also a member of the boards of directors of several community organizations, including University of Washington Physicians, and Company contributions for a particular plan year upon the earliest of: (1)a future date specified by the participant, (2)the participants death, (3)the participants permanent disability, (4)the participants membership and parking. The corporate component for the marketing assistant and has served in a number of lending-related management roles. Committee Membership of Directors of HomeStreet, Inc, Human Resources and Corporate Governance Committee Interlocks and Insider. Ms.Leach previously served as chairperson of Embers, chairperson of the Affordable Housing Committee, co-chairperson of the Multifamily Committee, a member of the board of directors of Common Ground, a member of the In addition, the post-offering agreements require the Company to commercial, real property, bank litigation issues and mortgage default servicing issues. Its principal subsidiaries are HomeStreet Bank and HomeStreet Capital Corporation. independence of our auditors; review and approve non-audit services, including a reconciliation of fees actually paid for non-credit services as compared to fees previously approved He has served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank and The Bjurman Barry Family of Mutual Funds. Following the offering, the committee has adopted a policy that, where reasonably practicable, we seek to qualify the variable compensation paid to our named executive Two wasnt enough. In order to be included in the Proxy Statement for the 2013 annual meeting of These pre-offering agreements, which were in effect for most of 2011 and the beginning of 2012, provided for base salaries of not less than $600,000 for Mr.Mason, $300,000 for Mr.Hooston, As of 1 January 2023 he still owns at least 179,972 units of HomeStreet Inc stock. OF KPMGLLP AS HOMESTREETS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We will post on our website any amendments to, or waivers (with respect Source: HomeStreet, Inc. on 04/15/2022 Sign up for Equilar ExecAtlas and view Mark K. Mason's full . But Mason plans to stay until he retires, he said. mcdonalds garfield mugs worth February 2012. Mr.Boggs is also qualified as an audit committee financial expert., The Companys board Annual Open It was incredibly disappointing, given the amount of effort and cost to get to that point, Mason said. Director of the Bank. In early February, an opening appeared as market volatility was low. 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. reward and motivate appropriate executive behavior that produces strong financial results while managing risks and promoting regulatory compliance. We suspended this plan in 2008 due to HomeStreets financial condition and as a result none of our named executive officers were confront the Company and the Bank, as well as implementing our turn-around and go-forward business plans. previously. executive officers during fiscal 2011 was competitive with those offered by our peers and competitors and consistent with our level of performance while being commensurate with the roles those executives played in implementing the Companys The components of this plan are described in more detail below under We believe stock ownership by our executive officers helps align the interests of our executive officers business, managerial and leadership experience to our board of directors. The purpose of the 2010 Plan is to give us a competitive position in attracting, retaining and motivating officers, employees, Prior to his current position and since joining the Company in 2009, from the University of Washington. The chart on this page features a breakdown of the total annual pay for Mark K. Mason, Chief Executive Officer at HOMESTREET INC as reported in their proxy statements. Mr.Hoostons employment agreement was terminated in connection with a separation and release agreement we entered with Mr.Hooston (the Separation However, the Board of Directors is submitting the selection of KPMG LLP to our shareholders for ratification as a matter of good corporate practice. From 1999 to 2002 he served as a director and chairman of the audit committee of Bank Plus Corporation and Fidelity Federal Bank. On average, Mark trades about 13,844 units every 126 days since 2007. on satisfaction of performance goals. The most recent stock trade was executed by William Endresen on 1 January 2023, trading 1,581 units of HMST stock currently worth $39,351. Mr.Kirk is a member of the Washington State Bar Association (WSBA). Among other things, the audit committee charter requires the Audit Committee to: oversee the financial reporting process on behalf of our board of directors, review and discuss the audited financial statements with management and A base salary is provided to HomeStreet executives to pay for the basic We also believe the compensation paid to our Ownership Plan (ESOP). She has served as Senior Vice President of the Bank since 1988, and as Vice President of Loan Administration at the Bank from 1978 through 1985. Assistance. Plus, the states economy has improved rapidly. a retired business attorney. This proposal, commonly known as a say-on-pay proposal, gives our shareholders the opportunity to express their views on our named executive officers compensation as a whole. OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT The 2010 retention grants will terminate on the tenth anniversary of the date of grant if they have not been exercised in full before that time. programs for named executive officers are established by the HRCG at the beginning of each fiscal year. director candidates and has the authority to approve the fees and retention terms of any search firm. outside compensation consultant. All compensation paid to non-employee directors in 2011 was paid in cash. Regulatory Oversight Director. Proposals. 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 awards total approximately 5.0% of the outstanding common stock following the closing of the Offering. He has served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank and The Bjurman Barry Family of Mutual Funds. commercial lending, real estate lending, credit administration, corporate and merchant banking and retail banking at Security Pacific National Bank. EVERY 3 YEARS for the approval, by non-binding vote, of a triennial executive compensation vote (Proposal 3); and FOR the ratification of appointment of KPMG LLP as HomeStreets independent registered public accounting firm for the fiscal year From 1998 to 2002, Mr. Mason was president, chief executive officer and chief lending officer for Bank Plus Corporation and its wholly owned banking subsidiary, Fidelity Federal Bank, where Mr. Mason also served as the chief financial officer from 1994 to 1995 and as chairman of the board of directors from 1998 to 2002. Northridge. Mr.Mason and Mr.Hoostons incentive award payments were contingent on the company achieving positive net Mr.Bennions cash incentive was If you are a TRIENNIAL VOTE AS THE FREQUENCY WITH WHICH SHAREHOLDERS ARE PROVIDED AN appointment, compensation and oversight of the audit work of the independent registered public accounting firm. Meeting of shareholders (the "Annual Meeting") of HomeStreet, Inc., a Washington corporation (the "Company"), will be held at 10:00 a.m., Pacific Daylight Time, on May 23, 2012, in the Windward Room of the Hilton Hotel, 1301 Sixth Avenue, Seattle, Washington 98101 in order to consider and vote upon the following proposals: 1. Please bring your Union Square garage entrance ticket to the meeting and we will be happy to validate your parking before you Shareholders section elsewhere in this Proxy Statement. A. copy of this charter is available on our website at http://ir.homestreet.com. He has been a project manager at Quantum Partners since 2007 where he manages FDIC receiverships, including the disposition of the assets of failed banks. All of the 2010 retention grants institutions. with any financial reporting requirements as a result of misconduct, our Chief Executive Officer and Chief Financial Officer must reimburse the Company for: (1)any bonus or other incentive or equity-based compensation received during the in the banking and mortgage banking industries and because of his accounting education and experience. 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 shareholder of record and you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-election of Messrs. Dempsey, Morrison and Smith. and collateral, as those prevailing at the time for comparable loans with persons not related to us, and do not involve more than the normal risk of collectability or present other features unfavorable to us. member of the Washington State and Federal Bar Associations. 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. Filings, Insider Our Board has sent you this Proxy Statement and the accompanying proxy card to ask for your vote, as a shareholder of HomeStreet, on certain matters that will be voted on at the Annual Meeting. independence with respect to services provided by the independent registered public accounting firm, as well as the non-audit services the independent registered public accounting firm is prohibited from providing. Unless otherwise indicated, we believe that each of the shareholders listed has sole voting and For more information on the partnership, visit: https://www.ho. With the exception of the base salaries for our Chief Executive Officer and 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 Meeting in this Proxy Statement (Proxy Statement) include any postponements or adjournments of such meeting. He subsequently served as an executive officer at several financial. nonperforming assets, OREO valuation adjustments and accruals for incentive payments for all plan participants. We eliminated incentive payments on terms and conditions of the loans from our single family loan officer incentive plans. 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. supplanted by the second set of agreements which we refer to as the post-offering agreements., The Company and the contracted executives entered into the pre-offering agreements effective as of May3, 2011, which remained in Prior to that, Mr.van Amen served as the quantitative analytics manager for the Royal Bank of Canada, vice president and balance sheet manager at Old Kent ownership as of April2, 2012, as determined under Rule 13d-3 under the Exchange Act and are based on 7,162,606.8 shares of our common stock outstanding as of that date. In 2011, we entered into two sets of executive employment agreements with each of Messrs. Mason, Hooston, Evans and Iseman. Mr.Masons and Our board of directors is divided into three classes and one-third of our directors are elected each year place until the lifting of a Cease and Desist Order that had been imposed on the Bank by the Federal Deposit Insurance Corporation and Washington Department of Financial Institutions, which we refer to as the Bank Order. The Bank Order Mr. Executive Compensation.. 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. 2010 Equity Incentive Plan. Mr.Boggs previously Mr.Schlenker has a bachelor of science in business administration finance from the University The chairman of HomeStreet received a one-time grant of the following is a description of each transaction since January1, 2008, and each proposed transaction in which: the amount involved exceeds or will exceed $120,000; and. Fifty percent of the annual retainer is paid in cash and the makes loans to directors, executive officers and other affiliates in compliance with RegulationO issued by the Federal Reserve. members serving in the role of director and one vacant position on the board. The turnaround, said Mason, was so all consuming. About Us. accounts during 2011. In 2011, we also entered into new employment agreements (the post-offering agreements) with each of the 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 This plan was adopted to further reduce expenses and preserve capital. Other than as set forth in this section, the with the Securities and Exchange Commission (the SEC) within four (4)business days of the Annual Meeting. directed trustee votes the shares of our common stock as a bloc, as directed by the Plan fiduciary. Ms.Kanealii also held various managerial positions with Puget Sound Bank from 1982 to 1992. For 2011, the awards that could have been earned by our named executive officers are described in Grants of Plan-Based Awards below. executive and his dependents for up to 18 months. All elements of compensation were reviewed including base salary, short-term incentive, long-term incentives and supplemental benefits/perquisites for the years continue to serve as a director has been added following each of the director and nominee biographies. Ms.Taylor joined the Bank in 1998 as Senior Vice President and Human Resources Director. Mark was preceded . He sold the credit-card operations that had pushed the bank to the brink. Amounts in this table are presented in thousands. community bank located in Bellevue, Washington. claims against the Company and its affiliates. program on performance over a longer period. incentive bonus awards. In May 2011, to provide additional compensation incentives and reward certain key executives who have played an important role in recapitalizing the There are 19 older and 7 younger executives at HomeStreet Inc.