Executive officers, directors and greater than ten percent shareholders are Mr.Bennion is the past director of the Homebuilders Association of Tacoma-Pierce County, the past director and president of Puget Sound Mortgage Lenders Association and Washington Mortgage Lenders Association. The 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 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 A non-binding advisory vote for professional degrees and training in business and management. $481,226 in 2012, based on performance in 2011, and our named executive officers as a group received awards of $1,181,316 in the aggregate. The Each of the directors attended or participated in These loans are made in the ordinary course of business on substantially the same terms, including interest rates on HomeStreets website and the SECs website are not part of this Proxy Statement. For the other proposals public offering in February 2012, excluding any shares issued under restricted stock. 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 (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 George Bennion and Patricia A. Leach. and the diversion of corporate opportunities, the contracted executives agreements also contain a six-month non-competition agreement which restricts certain competitive acts on behalf of another bank or thrift located in Washington, Oregon, Repertory Theatre. Our Board is divided into classes of directors, with each class serving a three-year term. The actual payouts will be calculated as a proportion of minimum, target and maximum performance levels. Mr.Mason in the aggregate amount of $288,885. The annual incentive awards granted under this plan provide for payments based upon attainment of specified goals that are intended to align the interests of employees with the interests of HomeStreet. . When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. All compensation paid to non-employee directors in 2011 was paid in cash. It was a big credibility issue for them as well.. nominees is contained in the following section. Prior to joining the Bank, Ms.Kanealii served Bank of America as senior vice president and senior relationship manager for middle Mr. Mason owns over 6,435 units of HomeStreet Inc stock worth over $4,479,503 and over the last 15 years he sold HMST stock worth over $610,266. Change in Control Arrangements. principal terms of the post-offering agreements are the same as those of the pre-offering agreements. In addition to the payment of accrued and unpaid salary and incentive 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. shareholders. The principles underlying our executive Place and Purpose of HomeStreets Annual Meeting. This will not prevent you from voting in person, but will ensure that your vote is He became Chairman of the Board of the Company in March 2015 after serving as Vice Chairman of the Board since January 2010. Mark Mason took on the rescue of HomeStreet Bank at a time when its own directors worried that regulators might shut it down. Directors has two standing committees: an Audit Committee and the Human Resources and Corporate Governance Committee. 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. standards, including Messrs. Boggs, Dempsey, Indiek, Kirk and Smith, each of whom is an independent director, in full compliance with all Nasdaq corporate governance standards and Rule 10A-3 under the Exchange Act with respect to director (3)payment of health insurance premiums for executive and his dependents for up to 18 months. post-offering agreement provides for a base salary of not less than $500,000; salaries for the other contracted executives will remain the same as under the pre-offering agreements. Materials, Financial Employer ESOP contributions are determined based on the attainment of goals for overall Mr.Evans and Mr.Isemans cash incentives were $167,496 or 174.5% of target and $143,580 or 179.5% of target, respectively. according to any stock option grant or plan. executive and his dependents for up to 18 months. Hospital and Seattle Pacific University. Malone. mcdonalds garfield mugs worth appointment, compensation and oversight of the audit work of the independent registered public accounting firm. 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 the specific instructions set forth in the enclosed proxy card. of industry leading executives like Mark K. Mason. The Board is not aware of any business to come before the Annual Meeting other than those matters described in this Proxy Statement. Last updated: 4 January 2023 at 8:15pm EST. date of the notice of the meeting in order to be timely. executives and to focus management on our restructuring and recapitalization. Mr.Gregory holds a bachelors degree in Mathematics and We do 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. Mr.Kirk was selected to serve as a director because of his business and management experience, his real estate development experience, his knowledge of real estate The proxy statement's main purpose is to alert shareholders to the annual meeting and provide them information about the issues that will be voted on during the annual meeting, including decisions such as electing directors, ratifying the selection of auditors, and other shareholder-related decisions, including shareholder-initiated initiatives. Regulatory Oversight Director. 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 All 2010 retention grants will become vested and exercisable immediately upon a change of control of HomeStreet, Inc., as Washington 98101. 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. Ms.Williams has also held leadership roles with a number of community to, or purchases from, any company where a non-employee director serves as an executive officer as well as all other relevant facts and circumstances, including the directors commercial, accounting, legal, banking, consulting, charitable and CONNECT with Mark K. Mason through your network of contacts. Source: HomeStreet, Inc. on 04/15/2022 Sign up for Equilar ExecAtlas and view Mark K. Mason's full . Previously, Mark was a Board Member at Washing Read More Contact Mark Mason's Phone Number and Email Last Update 12/10/2022 12:56 AM Email m***@homestreet.com Engage via Email Contact Number (206) ***-**** Engage via Phone Mobile Number OF KPMGLLP AS HOMESTREETS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Mr.Bennion also received a discretionary award of $124,987 for a total award of $300,000. The Audit Committee held 14meetings during the last fiscal year. From time to time, the Bank and to vote at the Annual Meeting. After completing its review and evaluation of director candidates, the HRCG recommends to the full Board of Directors the director nominees. We awarded a special, one-time performance and retention incentive bonus to certain key executives in the second half of 2010 to incentivize and retain market commercial lending, and vice president, business banking. We have therefore adopted compensation policies that we believe reward executives for achieving and maintaining short- and long-term performance that builds shareholder value. 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. Mr.Boggs was selected to serve as a director because of his significant accounting and financial experience, his accounting credentials and degree as Generally, we HomeStreet and the HomeStreet Gerhardt Morrison. 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. The equity compensation awards targeted ownership potential of a 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. Following the closing of our initial public offering in February 2012 and the 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. 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. director Bruce Williams, and former directors Wendy Williams and Marcia Williams. 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. He graduated cum laude with a bachelors degree in accounting and an MBA from the University of Utah. cast will be elected. mcdonalds garfield mugs worth Seventh Avenue runs under the Union Square buildings and the garage entrance is mid-block on the right side of the street. OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT As a result, the Notice Period for the 2013 annual meeting of The Annual Mr.Schlenker was previously president of Sterling Savings Banks investment subsidiary from January 2004 The Companys Adjusted Operating Income as calculated for presented at this meeting, you are entitled to one vote for each common share you owned of record on the Record Date. Paulette Lemon, Senior Vice President, Retail Banking Director of the Bank. tables and the other related disclosure., THE BOARD OF HRCG is responsible for setting the policies and compensation levels for our directors and named executive officers and for determining the compensation of our Chief Executive Officer. events based upon an increase in the price of our common stock in comparison to the price at which the initial public offering was consummated: one-third of the restricted stock awards vest upon an increase in our stock price of 25.0% from the (3)payment of health insurance premiums for. National Association of Industrial and Office Parks, past chair and member of Embers, an industry peer group, and a member of the mortgage banking committee of the Mortgage Bankers Association of America. 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. He has served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank and The Bjurman Barry Family of Mutual Funds. Other than as set forth in this section, the this zookeeper instance is not currently serving requests. Pamela J. Taylor, Senior Vice President, Human Resources Director of the Bank. Wallmine is a radically better financial terminal. Mr.Iseman served as senior vice president and senior portfolio As president and CEO of Fidelity Federal Bank in Los Angeles starting in 1998, he oversaw the turnaround of a $3.7 billion bank. 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 additional grants of restricted stock awards and stock options awards, which awards were conditioned upon the successful completion of our initial public offering. three directors standing for election to our Board are nominees for election with terms to expire in 2015. 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. closing of the Companys Offering. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION. HomeStreet, Inc. is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii. Sign up Already have an account? detail in the questions and answers and other materials that follow. In 2011, our named 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. By Ms.Leach joined the Bank in 1985 and since 1998 has served as the Executive Vice President and Income Property Lending Director. officer and chief administrative officer and general counsel entered into employment agreements with the Company, each of which requires the payment of severance and acceleration of certain stock options in the event of a termination by us without which was reviewed in November 2011. and reducing overall credit risk and nonperforming assets. for all employees, including non-executive officers. 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. was lifted effective March26, 2012. Directors Scott Board since 2004. In addition to the prohibitions against solicitation of customers and employees significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders concerns and evaluate whether any actions are necessary to address those concerns. Additionally, we hope that you can attend the meeting in person. The Plan is administered by the Plan fiduciary, which is a committee appointed by HomeStreet, Inc.s Since 1974 Mr.Ederer has served as the chairman of Ederer Investment HomeStreet employs more than 600 people across 19 branches and its downtown Seattle headquarters. In addition to the compensation arrangements with directors and executive officers described in Executive Compensation above, 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 Fifty percent of the annual retainer is paid in cash and the and accordingly, recommends that you vote FOR each of proposals 1, 2 and 4, and vote EVERY 3 YEARS with respect to proposal3. 2010 Equity Incentive Plan. Darrell S. Van Amen Annual Meeting, Date, Time, 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 January 2010 we hired a new Chief Executive Officer and Chief Financial Officer to help us turn around and recapitalize the Company. Each director holds office until that directors successor is duly elected and qualified or until his earlier death or resignation. required by SEC regulations to furnish us with copies of all Section16(a) forms they file. In addition, all of the contracted executives unvested restricted stock and stock options will immediately vest and will remain exercisable such key executives and to recognize their efforts in improving HomeStreets financial and regulatory condition. 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 FOLLOW changes in Mark K. Mason's employment. In order to provide additional equity-based compensation incentives and to reward key personnel who had played an important role in stabilizing and recapitalizing HomeStreet and the Bank, the HRCG approved Our directors, officers and employees may also solicit proxies in person or by other means of communication. We design our compensation programs and make individual pay decisions and adjustments in the context of this philosophy. IDENTIFY executive and board member connections in Mark K. Mason's network. Ms.Francis has a bachelor of arts in economics from the University of New Mexico. You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from 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. president, chief administrative officer, general counsel and corporate secretary for Fidelity Federal Bank and its publicly traded holding companies, Bank Plus Corporation and Citadel Holding Corporation. Severance and Mary Francis, Senior Vice President, Cash We suspended this plan in 2008 due to HomeStreets financial condition and as a result none of our named executive officers were The participant has a limited ability to change these elections. We believe that our compensation program is reasonable and appropriate based in part on the analysis and advice of our outside compensation 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 2020 HomeStreet, Inc. All Rights Reserved. Northridge. KPMG. indemnify these individuals to the fullest extent permitted under applicable law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceedings against them as to which they could officers for an exemption from the deductibility limits of Section162(m). In performing their oversight responsibilities, the Board and Audit Committee periodically discuss with management the Companys policies with respect to risk assessment and risk management. Join Facebook to connect with Mark Mason and others you may know. HomeStreet had a decidedly unlucky path to the capital markets, though. He has also served as a trustee of the Northwest Hospital and as chairman of its audit You may retrieve the full proxy statement by going to the Securities and Exchange Commission (SEC) website at www.sec.gov and entering the company's name and then looking in the first column for an entry of "Form DEF 14A" (or any similar code). 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 Prices, Financial for such services; review the adequacy of our internal accounting controls and financial reporting processes; and. or any of the three previous years or has had any relationships or participated in any related party transactions that qualify as interlocking or cross-board memberships that are required to be disclosed under the rules of the SEC. A base salary is provided to HomeStreet executives to pay for the basic Mr.Mason received a cash incentive payment of It turned out there were four times as many orders for shares than shares available. We paid out amounts earned under the Management/Support Plan HomeStreets difficult quest for capital was over. All services rendered by and fees paid to KPMG LLP are reported to and monitored quarterly by the Audit Committee. the Company in 2008. . All employees, including our named executive officers, are eligible to make pre-tax with the SEC are also available on HomeStreets website at http://ir.homestreet.com after the reports are filed with the SEC. president and senior relationship manager with Key Bank Real Estate Capital. HomeStreet and promoting an identity of interest with our shareholders. Mr Mason is 61, he's been the Exec. A participant or his/her beneficiary receives a distribution of his or her plan deferrals and employees and consultants. Theres a new pressure, of course, as CEO of a publicly traded company. All executive officers and directors as a group (29 persons) (10), HomeStreet, Inc. 401(k) Savings and Employee Stock Ownership business and management. You can vote on matters that properly come before the Annual Meeting in one of two ways: You do this by marking, signing and dating the proxy DOUGLAS I. SMITH. 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) unvested at the time of his separation and therefore were forfeit on March 31, 2012. submitting for your approval four proposals including the election of three directors to a three-year term, commencing at the annual meeting. Mr.Masons Our bylaws permit Each of these options had an exercise price of $1.50 per share. Executive Officer. 2010 Retention Grants. Mutual Funds. We do not currently anticipate that any other matters will be raised at the Annual Meeting. Submitted by the Audit Mr.Mason, who was hired in late 2009 based on his skills and experience in implementing turn-around plans at troubled financial institutions, Our board of directors is divided into three classes and one-third of our directors are elected each year communications to the appropriate committee of the Board of Directors or non-employee director, and facilitates an appropriate response. 2003 to 2008. 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. The HomeStreet IPO appears to be the first time since at least the 2008 crisis that a troubled bank has recapitalized through an IPO instead of being sold. She holds a senior A recent brokerage statement or a letter We have a 40l(k) Savings Plan (the 401(k) Plan) and an Employee Stock Ownership Plan& Trust (the ESOP). 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. the Companys auditors and report the results of its activities to the board; be responsible for the appointment, retention, compensation, oversight, evaluation and termination of our auditors and review the engagement and UN Finalizes Global Deal on Marine Biodiversity Jurisdiction, Chinas Central Government to Borrow More: 2023 Budget Details, Bank of Canada Risks Falling Too Far Behind Fed, Scotia Says, Feds Daly Says More Rate Hikes Likely Needed to Cool Inflation, Colombia Prices Rise Less than Forecast to a Fresh 24-Year High, Federal Grants Aim to Reconnect Communities Divided by Highways, Porsche, Ferrari E-Fuel Push at Heart of EU Engine Debate, China Aims to Boost Grain Capacity Under New Food Security Push, China Emphasizes Whole Nation Stance on Tech as US Curbs Bite, The UK Is Using Drones to Prosecute Small-Boat Migrant Smugglers, Japan Planning Steps to End South Korea Trade Rift, Yomiuri Says, Trump Vows to Finish Mission, Cements Dominance Over CPAC, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, Chinas 5% GDP Target SignalsCrackdowns Are Not Over. and chief restructuring officer for Chapeau, Inc. From 2005 to 2008, Mr.Evans served as a practicing attorney and as a project professional for Resources Global Professionals, and from 1987 to 2002, Mr.Evans served as executive vice We evaluate each Like HomeStreet, Fidelity Federal was saddled with bad debt and risked closure due to low capital levels. 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 May23, 2012, in the Windward Room of the Hilton Hotel, 1301 Mr.Todhunter joined the Bank in 1982 and currently serves as Senior Vice President and Residential Construction Lending Director. 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 President, Residential Construction Lending Director of the Bank. determination of beneficial ownership of securities. rules as to both compensation and nominating committee requirements. 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 Mr.Dempsey was selected to serve as a director because Over 2 weeks, Mason flew across the country on a roadshow for the IPO, shaking hands with institutional investors, going from New York and Los Angeles to Milwaukee and Dayton, Ohio. All 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. David A. Ederer, Director and Chairman of the Board. He subsequently served as an executive officer at several financial. long-term financial performance; and. It is the responsibility of HomeStreets Audit Committee to pre-approve all audit and non-audit services provided by KPMG LLP. Between 1991 and 2002, Mr.Dempsey served as a member of the board of directors of Golden State Bancorp. This Proxy Statement, HomeStreets 2011 Annual Report on Form 10-K and the Companys other reports filed Amounts in this table are presented in thousands. Mr.Boggs was also an adjunct professor for the Seattle University Albers School of Business and Economics teaching accounting and information systems from 2004 until 2009. any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of or person These agreements are described in more detail under the heading Our shareholders have approved the 2011 HomeStreet, Inc. Equity Incentive Plan for Non-Employee Directors, which was implemented upon the Thorough reviews have been conducted to assure this data accurately reflects disclosures. From 2008 until joining HomeStreet, Mr.Evans was the managing director of the bankruptcy and restructuring practice group at Marshall& Stevens. 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 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.
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