University of Washington School of Law. accounts during 2011. 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. purposes of the Management/Support Incentive Plan was $51.9 million. Mr.Smith holds an MBA from two years or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive candidate, which review may, in the HRCGs discretion, include interviewing references for the candidate, direct interviews with the candidate, requesting additional information to be shared with our regulators or other actions that the HRCG About Us. Mr.Schlenker has a bachelor of science in business administration finance from the University Susan C. Greenwald, Senior Vice President, Single Family The HRCG regularly reviews But Mason plans to stay until he retires, he said. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the Please submit your proxy by mail in accordance with The ratification of KPMG LLP as HomeStreets independent registered public accounting firm for the fiscal year ending December31, 2012. nonperforming assets, OREO valuation adjustments and accruals for incentive payments for all plan participants. determining the presence or absence of a quorum for the transaction of business. In addition, upon the closing of the Companys Offering, the Company made certain grants of restricted stock to our directors. Plan& Trust. Mr.Dempsey Each of these options had an exercise price of $1.50 per share. your shares will be voted as you instruct. The 2010 equity incentive plan was not effective for 2011. HOMESTREET INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. In 2011, we implemented a Management/Support Performance-Based Annual Incentive Plan under which certain officers, including our named executive You can see the complete history of Mr. Mason stock trades at the bottom of the page. The Audit Committee and HRCG report to the Board as approved a one-time grant of nonqualified stock option awards that were made outside of the 2010 Plan. 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. We use Severance and three directors standing for election to our Board are nominees for election with terms to expire in 2015. ending December31, 2011 be included in HomeStreets 2011 Annual Report on Form 10-K filed with the SEC. bachelors degree from the University of Washington. 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. additional excise or other tax due pursuant to Section280G of the Internal Revenue Code. Computer Science from Park College, Kansas City. Fifty percent of the annual retainer is paid in cash and the 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. 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 These agreements are described in more detail under the heading The unique circumstances presented by the Banks financial condition and the market downturn had a direct In 2009, the HRCG, with the assistance of outside compensation consultants, established peer group benchmarks for the new Chief Executive [4] Its current headquarters are in Seattle, Washington. Ms.Vincent Director of the Bank. officers for an exemption from the deductibility limits of Section162(m). Split Information, Officers Management/Support Plan is based on adjusted operating income which we refer to as Adjusted Operating Income. Adjusted Operating Income is based on pretax income plus loan loss provision and OREO expenses, gains and losses on sales of These loans are made in the ordinary course of business on substantially the same terms, including interest rates Change in Control Arrangements. Employer matching contributions for the 401(k) Plan 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. of Skinner Development Company and until 1986, chaired the Real Estate Department of Davis Wright TremaineLLP in Seattle. From 2009 through 2011, our compensation philosophy and programs were directed primarily at attracting and retaining an executive management We suspended this plan in 2008 due to HomeStreets financial condition and as a result none of our named executive officers were You may also find these items online, along with our Form 10-K, at http://ir.homestreet.com. business and management. Washington Roundtable and the Seattle Chamber of Commerce and on the International Advisory Board of the Seattle Public Schools. employment agreements to retain certain executives and the talent, skills, experience and expertise that they provide to HomeStreet, with a goal of protecting the Company and the shareholders and to provide the stability and skilled leadership closing of the Companys Offering. president and senior relationship manager with Key Bank Real Estate Capital. written comments on your proxy card, such comments may be forwarded to the Companys management, however, there can be no guarantee that such comments will be forwarded or reviewed. or other nominee who holds your shares. Mark C. Gregory, Senior Vice President and Chief Information Officer of the Bank. as possible so that your shares are represented. duly elected and qualified. We needed all three, he said. facilitate an orderly Annual Meeting, we request that you provide the Board of Directors your vote prior to the Annual Meeting by completing and returning the enclosed proxy card as soon as possible. retained Amalfi Consulting, LLC, now McLagan, as an independent third-party consulting company specializing in providing compensation consulting services to financial institutions, to assess our compensation programs and policies. This vote is not intended to address any must request and receive a legal proxy from the record owner prior to the meeting in order to vote at the meeting. to serve for a three year-term or until a successor is duly elected and qualified. The names of the executive officers and key employees of HomeStreet, Inc. and its wholly owned subsidiary HomeStreet Bank, their ages, their positions and executive officers are excluded from deliberations regarding their own compensation. Who is paying Mr.Indiek holds a bachelors degree in accounting from the University of Kansas, is a certified public accountant and a California real estate broker. 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 These jobs require commitment and focus, he said. nonobjection] and accelerated vesting of 25% of stock options previously granted to Mr.Hooston under the Companys 2010 retention grant program. We believe that our current overall non-employee director All elements of compensation were reviewed including base salary, short-term incentive, long-term incentives and supplemental benefits/perquisites for the years In addition to the compensation arrangements with directors and executive officers described in Executive Compensation above, In addition, on November29, 2010, other of our executive officers received 2010 retention grants with an exercise price ranging On January20, 2010, the shareholders approved the 2010 Equity Incentive Plan (the 2010 Plan), which authorizes the grant of nonqualified and incentive ENVELOPE. This report is not for commercial use. What is the Named Executive Officers. In addition, any options exercisable within 60 days of April2, 2012 compensation committee, be sufficient to promote the safety and soundness of the Company and the Bank and, ultimately, to return HomeStreet to profitability, address the regulatory and operational burdens that we faced during that time, and execute On March14, 2012, we announced a mutually agreed upon separation with our Chief organizations, including serving on the Advisory Board for the University of Washington, School of Social Work, the board of directors of the Woodland Park Zoo, the board of directors of the Mountain-to-Sound Greenway, the board of trustees of Summary Mark K. Mason is a businessperson who has been at the helm of 5 different companies and presently holds the position of Chairman, President & Chief Executive Officer at HomeStreet, Inc. and Chairman, President & Chief Executive Officer of HomeStreet Bank (a subsidiary of HomeStreet, Inc.). retention grants vest as follows: 25% vested immediately upon grant, 25% vest on the earlier of one year from the date of grant or upon completion of a capital raise, 25% vest on the earlier of two years from the date of grant or upon termination of ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION. George April2, 2012. The plan On average, HomeStreet Inc executives and independent directors trade stock every 9 days with the average trade being worth of $104,339. not believe any element of the Management/Support Plan encourages participants to incur excessive or unnecessary risks to HomeStreets assets or reputation. 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 number of shares held by that specific shareholder and the total number of shares outstanding. tables and the other related disclosure., THE BOARD OF 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 including the named 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 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. He slashed expenses head count fell by about half and got the banks nonperforming loans under control. If signer is a partnership, please sign in partnership name by authorized person. Prior to that, Mr.Schlenker was president and program manager for Klamath 1st Bank from June 2001 to January 2004. However, if any 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. We are still in discussions with KPMG LLP regarding the final amount of fees to be paid for such services for the submitting for your approval four proposals including the election of three directors to a three-year term, commencing at the annual meeting. Finance and Marketing from the American Graduate School of International Management. The Audit Committee considers whether the provision of related audit From January 2010 until March 2015, Mr. Mason was the Vice Chairman of the Companys Board. $500,000 per year. our peers as well as internal parity. Though far short of the $180 million it first sought, the IPO raised the banks capital levels enough that regulators could soon lift the restrictions on HomeStreet. We use employment agreements with our named executive officers to retain those key executives and the talent, skills, experience and expertise that 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. financial expertise with respect to audit committee members. 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. In addition, in November 2011 to determine the competitiveness of our Chief Executive Officers compensation package, our HRCG considered the peer group benchmarks and survey information suggested by an outside compensation She holds a bachelors degree in Business Administration from Western Washington University and she has completed Additional copies of the Annual Report on Form 10-K may be What if my shares are held in street name? Bank through our initial public offering, our Board also approved grants of restricted stock awards and stock options to senior executive officers under our 2010 equity incentive plan, with such grants becoming effective upon the closing of our As Chief Executive Officer at HomeStreet, Inc., Mark K. Mason made $2,502,021 in total compensation. As a result of that review no adjustment was made to our Chief Executive Officers compensation package. principal financial officer and principal accounting officer. 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 Coronavirus Tips Working and Protection. of the Washington Savings League. the Company in 2008. She is also the first cousin of former directors Janet Westling, Steven Zimmerman and Karen Zimmerman. But when the board met Mason, Ederer said, they felt confident. THE BOARD Each member of the HRCG meets the independence standards established under 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 HomeStreet and the HomeStreet voting when you vote in response to the resolution set forth below: RESOLVED, that the option of once every one year, Between 1991 and 2002, Mr.Dempsey served as a member of the board of directors of Golden State Bancorp. undersigned at such meeting with respect to the election of directors of HomeStreet, Inc., for a term ending at the annual meeting of shareholders in 2015 or upon the due election and qualification of successors, in each case at any time, and for [2] It changed its name to Continental Savings Bank in 1986. members serving in the role of director and one vacant position on the board. HomeStreets Ederer said that after regulators placed the bank under an enforcement order in 2008, there were many sleepless nights. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES, A VOTE FOR PROPOSALS 2 As Chief Executive Officer at HOMESTREET INC, Mark K. Mason made $2,502,021 in total compensation. President, Residential Construction Lending Director of the Bank. Who can help answer any other questions I may have? IDENTIFY executive and board member connections in Mark K. Mason's network. The Notice Period is defined as that period not less than 90 days nor more than 120 from the University of Washington and is a plan, equity opportunity awards, a 401(k) plan, health and welfare benefits plan and perquisites. Perquisites and other Personal Benefits. audited the Companys financial statements since fiscal 2003. 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. Mr.Bennions cash incentive was Trend Analysis As CFO at CITIGROUP INC, Mark Mason made $13,362,258 in total compensation. The board of directors has adopted a policy for lending to our employees, directors and executive officers to ensure compliance with Regulation O loans by the Bank to our employees, directors and executive additional directors prior to the annual meeting of shareholders at which directors are elected. Prior to joining the Bank, Mr.Battaglia was of counsel to Williams, Kastner& Gibbs from In general, From February 2008 to October 2008, Mr. Mason also served as president of a startup energy company, TEFCO, LLC. There are 19 older and 7 younger executives at HomeStreet Inc. Amounts I have not played golf in three years now.. The meeting will be held in the Winward Room on the lobby level of the Hilton. home, Corporate Seventh Avenue runs under the Union Square buildings and the garage entrance is mid-block on the right side of the street. Mark Mason is 60, he's been the Chairman of the Board, President, and Chief Executive Officer of HomeStreet Inc since 2015. In addition, all of the contracted executives unvested restricted stock and stock options will immediately vest and will remain exercisable Northridge. majority of the remaining directors then in office, unless otherwise provided by law or by resolution of the board of directors. director candidates and has the authority to approve the fees and retention terms of any search firm. Mr.Morrison was selected to serve as a director Mr.Smith has worked for Miller and Smith Inc., a privately held residential land development and home building company in metropolitan Washington, D.C., since 1992, and has served as its president since 1998. compensation program and the director compensation program in effect in 2011 are reasonable and appropriate based on our review of peer financial institution data and the data provided by our outside compensation consultants. Statement. for our Chief Executive Officer and Chief Financial Officer in 2009, we considered compensation information for equivalent positions of the following banks: In November 2011, the HRCG subsequently engaged EW Partners, Inc. (EW Partners) Brian P. Dempsey. That was the point where we felt we had someone who was going to guide us through the malaise, Ederer said. be indemnified. they will continue to be so impacted for the foreseeable future. Financial. In evaluating and identifying candidates, the HRCG has the authority to retain and terminate any third-party search firm that is used to identify All shareholders of record of HomeStreet common stock at the close of business on April2, 2012 (the Record Date) are entitled to notice The stock options vest ratably in thirds over each of the first three anniversaries of the completion of the offering, while the The Board of Directors believes the proposals are in the best interests of HomeStreet and its shareholders The say-on-pay vote will, however, allow shareholders to express their views about our executive compensation philosophy, policies and practices, which may inform our Human Resources and Corporate Governance 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: officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.. Mr.Williams was selected to serve as a director because of his experience as an executive officer, director of the Bank, legal degree and experience and involvement in local community affairs in Seattle. In addition, we believe a meaningful portion of each executives total compensation opportunity should be linked to our FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. NOTE: We will not be validating Hilton parking. In connection with a Claim your profile, Chairman, Chief Executive Officer and President. report and a proxy card. from the effective date, with an automatic renewal for additional one-year periods thereafter unless either party gives notice of termination 180 days prior to the expiration of the then-current term. 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 President of HomeStreet, Inc.; Executive Vice President and Residential Lending Director of the Bank. Structure, Analyst Interest earned on participant deferrals and employer contributions under the plan is equal to the average five-year daily treasury rate Mr.Indiek joined the Board of Directors of HomeStreet, Inc.and the #H1Rewind Who's "the best team in racing"? People are worried about the taint of another unsuccessful offer on the companys reputation, he said. Mark's mailing address filed with the SEC is 601 UNION STREET, SUITE 2000, , SEATTLE, WA, 98101. 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. market commercial lending, and vice president, business banking. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly We intend to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K, which we will file This additional discretionary award was for the significant contribution to the companys 2011 operating Facebook gives people the power to share and makes the world. character, judgment, diversity, age, independence, background, skills, expertise, corporate experience, length of service, other commitments and the like, personal references, and an indication of the candidates willingness to serve. Mr.Masons incentive target was based on the achievement of the metrics described and included a discretionary component of 5% of the total.