The HRCG reviewed the McLagan report and took it into consideration in determining its 2011 incentive plan arrangements for the entire organization. Management/Support Performance-Based Annual Incentive Plan. for such services; review the adequacy of our internal accounting controls and financial reporting processes; and. In particular, the Chief Executive Officer provides recommendations relating to other executive officers; however, after the HRCG reviews and discusses the As of December31, 2011, none of our directors or executive officers had entered into a Rule 10b5-1 trading plan. This plan was adopted to further reduce expenses and preserve capital. Following our recently completed initial public offering, in Mr.Evans is admitted to practice law in California and in Washington, D.C. Mr.Evans holds a bachelors degree and a masters degree in Architecture from the University The following table sets forth the amount of each of these grants made to the named executive officers: Executive Vice President,Chief Financial Officer, Executive Vice President,Chief Administrative Officer,General Counsel& Corporate 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. She is also treasurer of the Urban Land The 2010 equity incentive plan was not effective for 2011. separately for their services as directors. We understand that our shareholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our shareholders on this Proposal. Room of the Hilton Hotel, 1301 Sixth Avenue, Seattle, Washington 98101 Your Vote is Important to the Company! For those interested in conducting a detailed compensation analysis, we recommend that you review the entire proxy statement. Split Information, Officers
She previously worked for KeyBank, Western Bank (a division of Washington Mutual) and Bank of America/Seafirst. Company or to third parties, except: (1)as necessary to meet applicable legal requirements, (2)to allow for the tabulation of votes and certification of the vote and (3)to facilitate a successful proxy solicitation. The Audit Committee reviews and discusses with Filings, Insider
nonobjection] and accelerated vesting of 25% of stock options previously granted to Mr.Hooston under the Companys 2010 retention grant program. You may also find the annual proxy statement by going directly to the company's website. All meeting fees are paid in cash. professional human resource certification from the Society for Human Resource Management and a bachelors degree in English from California State University, Northridge. What happens if additional matters are presented at the Annual Meeting? our common stock. He has also served as a trustee of the Northwest Hospital and as chairman of its audit But Mason plans to stay until he retires, he said. Prior to joining the Banks board, Mr.King served as impact on the compensation packages for those individuals and resulted in a higher than median base salary in comparison to executives at comparable but healthy institutions. Mr.Boggs was selected to serve as a director because of his significant accounting and financial experience, his accounting credentials and degree as We do not believe that any element of the 2010 Plan encourages excessive or unnecessary risks to HomeStreets assets or reputation. with turnaround skills and experience we believe were necessary to resolve problem assets and recapitalize HomeStreet. unvested at the time of his separation and therefore were forfeit on March 31, 2012. Human Resources and Corporate Governance Committee. Certain members of senior management, including the Chief Executive Officer, Chief Human Resources Officer, General Counsel and Risk and Regulatory Oversight Director regularly commercial lending, real estate lending, credit administration, corporate and merchant banking and retail banking at Security Pacific National Bank. He previously served as chairman. with the SEC are also available on HomeStreets website at http://ir.homestreet.com after the reports are filed with the SEC. For more information on the partnership, visit: https://www.ho. Directions and Parking Instructions to HomeStreet, Inc. 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. Property Finance, Vice President and Income Property Loan Officer, and income property loan closer. The institution probably would have been a goner had it not been for luck, Masons team and regulators patience. Health and Welfare Benefits. He subsequently served as an executive officer at several financial. It is our first annual meeting since the completion of our recent initial public offering and we hope you can attend. All employees, including our named executive officers, are eligible to make pre-tax 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. Williams previously served on the Visiting Committee of the University of Washington Daniel J. Evans School of Public Affairs, Chair of the Washington Financial League, on the Boards of Directors of the Mortgage Bankers Association of America, the Ms. Williams served as a Ms.Williams is the sister of We also believe the compensation paid to our In the case of a loan and 40.0% of the other contracted executives salaries, as well as specified and discretionary equity compensation awards. 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 Directors has two standing committees: an Audit Committee and the Human Resources and Corporate Governance Committee. Mr. Bennions incentive target was three inaccurate financial information was used in setting that award or if the recipients activities posed risk to the Company. needed in our current environment. 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 HomeStreet, Inc. Mr. Mason has been the Company's Chief Executive Officer ("CEO") and a member of the Company's Board and HomeStreet Bank's Chairman of the Board and Chief Executive Officer since January 2010. Payment of Filing Fee (Check the appropriate box): Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. You may also find these items online, along with our Form 10-K, at http://ir.homestreet.com. his or her beneficiary will begin receiving a distribution of his or her deferrals for a particular plan year upon the earliest of (1)a future date specified by the participant, (2)the participants death or (3)the date the Non-Binding Vote on Executive Compensation. 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. grant to each of the contracted executives additional equity awards representing a number of shares equal to the product obtained by multiplying the percentage of our pre-offering common stock reflected by the contracted executives 2010 components: 20% corporate performance based on operating income at a target of $43.3 million, 60% business unit performance based on single family loan production and profit and 20% individual performance. Mr.Dempsey previously served as vice chairman of the Bank from 1996 to 2001. million limit on the amount of compensation that a publicly held corporation may deduct in any one year with respect to its chief executive officer and each of the next three most highly compensated executive officers (other than its chief financial Bank; Senior Vice President and Treasurer of HomeStreet, Inc. Mr.van Amen joined the Bank in 2003 and currently serves as Senior Vice President and Treasurer. The form of payment includes either a single lump sum payment or annual installment payments over a period of up to ten years. 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 and to vote at the Annual Meeting. George Kathryn A. Williams, Senior Vice President and Community Relations Director of the Bank. 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 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. Mr.Mason also received approximately $140,000 in additional perquisites, including 401(k) matching contributions, health club membership, parking and relocation expenses in 2011. The HRCG has reviewed the Compensation Discussion and Analysis included in this Proxy Statement and discussed it with He is a former member of the King County Strategic Prior to his current position with the Bank, he was the Vice President, Severance and Scott M. Boggs. Management Director of the Bank. Mason said he handled the rescue by honestly communicating with regulators and bank directors about problems as they emerged. Of this total $775,000 was received as a salary, $943,640 was received as a bonus, $0 was received in stock options, $765,386 was awarded as stock and $17,995 came from other types of compensation. We needed all three, he said. Unless otherwise set forth in the following table, the address of the listed shareholders is c/o HomeStreet, Inc., 601 Union Street Suite 2000, Seattle, 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 While we have not established specific minimum qualifications for director candidates, we believe that candidates and nominees must reflect a Board If you are unable to attend the meeting and vote in person, please submit a proxy as soon as possible, so that your shares can be voted at the meeting in accordance with your instructions. Mr.Masons These agreements are described in more detail under the heading 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 The If you want to vote your shares of common stock held in street name in person at the Annual Meeting, you will have to get a written proxy in your name from the broker, bank Administrative Officer. We will post on our website any amendments to, or waivers (with respect year to identify their related interests. Prior to his current position with the