She holds a bachelors degree in Economics from Southern Oregon College. Please bring your Union Square garage entrance ticket to the meeting and we will be happy to validate your parking before you 401(k) Savings Management/Support Performance-Based Annual Incentive Plan. to provide updated peer group benchmarks for our Chief Executive Officer in order to determine if the compensation package provided for that executive officer would require any adjustments to be competitive in 2012, especially in light of the compensation arrangements. The equity compensation awards targeted ownership potential of a From February 2008 to October 2008, Mr. Mason also served as president of a startup energy company, TEFCO, LLC. Plan& Trust. Notification, Privacy 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 Mr.Hoostons cash incentive awards were $481,226 or 160.4% of target and $89,014 or 74.2% of target, respectively. 2012. 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 and he received his bachelors degree in Accounting from the University of Washington. served as a trustee and chair of the audit committee and budget and investments committee of the Financial Executives Research Foundation from 2002 to 2008, as director, chair of the pension committee and audit committee and designated financial Our Human Resources and Corporate Governance Committee, or HRCG, which acts as our compensation committee, hired Towers Watson, an independent third-party compensation consultant, to review and advise HRCG in connection with such Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) our At HomeStreet Bank, we're driven to enrich the lives of our customers and communities through . With the exception of the base salaries for our Chief Executive Officer and business, managerial and leadership experience to our board of directors. of 25.0% from the offering price; an additional one-third vest upon an increase of 40.0% from the offering price; and the remaining one-third vest upon an increase of 50.0% from the offering price. income. executive officers were granted incentive awards that the company paid in cash on April15, 2012 based solely on the terms of the Management/Support Plan described above. Mr.Stewart joined the Company in March 2012 and currently serves as Senior Vice President and Controller of the Company. In consideration of these and other benefits, Mr.Hooston provided a general release of separately for their services as directors. 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. 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. Turn right onto Sixth Avenue (first light at the end of the Seneca Street exit ramp), Turn right at University Street ( be careful to stay left of the concrete divider that separates the two-lane access road around the Union Square the specific instructions set forth in the enclosed proxy card. A quorum refers to the number of shares that must be represented at a meeting in order to lawfully conduct business. If signer is a partnership, please sign in partnership name by authorized person. The banks chief financial officer, part of the turnaround team, recently announced his departure. Room of the Hilton Hotel, 1301 Sixth Avenue, Seattle, Washington 98101 Your Vote is Important to the Company! As of the record date, 7,162,606.8 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting. Subsequently, We are requesting that you provide the Board of Directors your vote prior to the meeting by completing and returning The committee also ordinarily reviews recommendations and Mr.Gregory holds a bachelors degree in Mathematics and 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. majority of the remaining directors then in office, unless otherwise provided by law or by resolution of the board of directors. is a member of the Seattle chapter of the Risk Management Association and a member of the Enterprise Risk Management working group of the American Bankers Association. home, Corporate to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, the Company need not present the proposal for vote at such meeting. A copy of our code of ethics (Code of Ethics) is available on our website at http://ir.homestreet.com. In their discretion, the proxies are authorized to vote upon such other He takes this stuff all in stride.. 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 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. How many shares are entitled to vote at the meeting? Mr.Kirk has previously served as the chairman of the WSBA Real Property, Probate and Trust Section. In mid-2009, HomeStreet Bank appeared headed for oblivion. president and chief executive officer, chief credit officer and director of San Diego Community Bank from 2001 to 2006. 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. For inclusion in HomeStreets proxy materials: Shareholders may present proper proposals for inclusion in HomeStreets Mr.Bennion also received a discretionary award of $124,987 for a total award of $300,000. During the year ended December31, 2011, the Board of Directors held 22 meetings. Additionally, 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. 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 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 Without a quorum, no business may be transacted at the Annual Meeting. He Perquisites and other Personal Benefits. of the Washington Savings League. on executive compensation that occurs triennially is the most appropriate alternative for the Company, and therefore our Board of Directors recommends that you vote for a three-year interval for the non-binding vote on executive compensation. Prior to joining the Bank, Ms.Kanealii served Bank of America as senior vice president and senior relationship manager for middle Darrell S. Van Amen deadline for submitting shareholder proposals for consideration at the Companys next annual meeting of the shareholders or to nominate individuals to serve as directors? IDENTIFY executive and board member connections in Mark K. Mason's network. 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 Our Board of Directors recommends a triennial vote as the most appropriate alternative for the Company as it will allow our [4] Its current headquarters are in Seattle, Washington. constitute an excess parachute payment within the meaning of Section280G of the Internal Revenue Code, the Company will pay that individual an additional amount so that his net payment will not be diminished in any respect by the Pursuant to nominees is contained in the following section. delegated oversight of certain categories of risk to the Audit Committee and the Human Resources and Corporate Governance Committee, or HRCG. We granted awards of 161,446 shares to Mr.Mason, 45,206 to have a material adverse effect on HomeStreet. Patricia A. Leach, Executive Vice President of Home Street, Inc.; Executive Vice President and Income Property Lending Salary surveys have been performed on an ad hoc basis for the DIRECTORS RECOMMENDS A VOTE FOR THE ADVISORY (NON-BINDING). As more fully described in the Audit Committee Charter, the Audit Committee is responsible for overseeing HomeStreets accounting and financial Change in Control Arrangements. Liked by Courtney Mason Happy to announce that WaFd Bank wins again! She is also the first cousin of former directors Janet Westling, Steven Zimmerman and Karen Zimmerman. View All Leadership Share Bio Seventy-five percent of these awards were granted as stock options, with an exercise price of $22 per share (after giving effect to a 2-for-1 Mark 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. A shareholder of record is a person or entity whose name appears on or in our records as an owner of one or more shares of our common stock as of the close of business on the Record Date. BRIAN P. DEMPSEY, GERHARDT MORRISON AND establish and implement our corporate governance practices, nominate individuals for election to the board of directors and evaluate and set compensation with respect to our directors and executive officers, among other things. Its like triage, Mason said. Mason said he had to persuade the board to try a third time so soon again. This will not prevent you from voting in person, but will ensure that your vote is President of HomeStreet, Inc.; Executive Vice President and Residential Lending Director of the Bank. From 1969 to 1992, Mr.King held various senior positions in logo are registered trademarks of HomeStreet, Inc. equal 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. THE BOARD market commercial lending, and vice president, business banking. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the In establishing the specific metrics for the Management/Support Plan, the HRCG focuses, among other things, on mitigating the possibility that such metrics will encourage participants to incur excessive or unnecessary risk. voting when you vote in response to the resolution set forth below: RESOLVED, that the option of once every one year, Mr.Battaglias career in both private practice and as in-house such key executives and to recognize their efforts in improving HomeStreets financial and regulatory condition. audited the Companys financial statements since fiscal 2003. Mark C. Gregory, Senior Vice President and Chief Information Officer of the Bank. From 1999 to 2002 he served as a director and chairman of the audit committee of Bank Plus Corporation and Fidelity Federal Bank. brought before the meeting. The HRCG typically considers several factors when setting the base In 2011, we entered into two sets of executive employment agreements with each of Messrs. Mason, Hooston, Evans and Iseman. change would be in the best interests of the Company and its shareholders. participants in this plan for the year ended December31, 2011. 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. Prior to that, Mr.Stewart spent over seven years from October 2001 to February 2009 in various finance, accounting and enterprise risk management roles at Washington Mutual, Inc. and is a licensed CPA in the state Salary increases ordinarily are effective on January1 of each year. of Directors (the Board) to vote on two non-binding proposals relating to executive compensation, and to ratify the selection of the Companys independent registered public accounting firm of for the year ending December31, professional degrees and training in business and management. 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. 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, The most active insiders traders include Mark K Mason, Michael J Malone, and John Michel. Mr.Morrison received a bachelors degree in Business Administration and Accounting from the University of Washington and a law degree from Stanford Law School. The remaining named executives received cash 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 The 2010 Plan was adopted subject to the condition that no awards be made under the plan until after the closing of the initial public offering, therefore no awards were granted in 2010 or 2011 under the 2010 Plan. Ms.Greenwald joined the Bank in 1984 and currently serves as Senior Vice President, Single Family Lending Operations Director. [6], In 2018 the bank won a court case following its attempt to stop a hedge fund placing its own candidates on the board. Please refer to the questions and answers section commencing on page2 of the Proxy Statement and the instructions on the proxy card. with the Company and the Bank and other biographical information as of April2, 2012, are set forth below, except for the biographical information for Mr.Mason, which can be found above under Proposal 1 Information full corporate name by duly authorized officer, giving full title as such. Filings, Insider provide our named executive officers with benefits that we believe are reasonable and consistent with our overall compensation program and beneficial to the Company in attracting and retaining qualified executives. Accordingly, assuming the presence of a quorum, abstentions will not affect the results of the matters to be considered at the Annual Meeting. The Board of Directors believes the proposals are in the best interests of HomeStreet and its shareholders However, we may authorize compensation payments that do not comply with the exemptions in Section162(m) when we believe that such payments are appropriate to Mr.Kirk served as president of Port Blakely Communities, Inc. from 1997 to 2007 and as its Chief Executive Officer from 2007 to 2008. 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). In addition to the prohibitions against solicitation of customers and employees initial public offering in February 2012. 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 Executive officers, directors and greater than ten percent shareholders are

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