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. 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 on HomeStreets website and the SECs website are not part of this Proxy Statement. Employees are eligible to participate in the 401(k) Plan if they meet the applicable service requirements and are at least 18 years old. Ms.Greenwald joined the Bank in 1984 and currently serves as Senior Vice President, Single Family Lending Operations Director. 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. Mr.Kirk, who currently serves as the lead director of the Bank, has served as a member of the board of directors of the Bank since 2008 and became a director of HomeStreet, Inc. following the closing of our There are 1 executives at HomeStreet Inc getting paid more, with MarkMason having the highest compensation of $1,714,120. We believe that our compensation program is reasonable and appropriate based in part on the analysis and advice of our outside compensation The Audit Committee Report is included in this Proxy Statement. Godfrey B. Evans, Executive Vice The HRCG granted stock option awards During 2011, Directors David Ederer, Brian Dempsey, Janet Westling and Bruce Williams served on the Companys Audit Committee. 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. Participants in the ESOP The proposals scheduled to be voted on at the Annual Meeting are: The election of the three Class I directors listed in this Proxy Statement to serve for a term of three years or until their respective successors are Rose Marie David Senior Executive Vice President of HomeStreet Bank and Mortgage Lending Director of HomeStreet Bank Ms. Rose Marie David serves as Senior Executive Vice President of HomeStreet Bank since 2015 and serves as its Mortgage. In 2011, our named 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. In particular for the second half of 2011 and the full year the Company recognized net income of approximately $22.3million and incentive ranges are designed to provide market-competitive payouts for the achievement of target and maximum performance goals. Scott M. Boggs. Governance - Officers & Directors - HomeStreet Bank Mr.Dempsey received a bachelors degree in Business Administration and a masters of business administration from the University of Washington. Prior to his current position and since joining the Company in 2009, Are you Mark K. Mason? 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. 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 Universitys Albers School of Business and Economics. We design our compensation programs and make individual pay decisions and adjustments in the context of this philosophy. Mr.Iseman holds a bachelors degree in Business Administration and Economics from Seattle Pacific University and a certificate of advanced study in International The most active insiders traders include Mark K Mason, Michael J Malone, and John Michel. management significant financial and nonfinancial risk exposures and the steps management has taken to monitor, control and report such exposures. President, Residential Construction Lending Director of the Bank. In 2011, the Companys board of directors met 22times. The Company is principally engaged in real estate lending, including mortgage banking activities, and commercial and consumer banking. addition, the Board has. On October22, 2010, our Chief Executive Officer received 100,000 options, our Chief Financial Officer received 28,000 options and our Executive Vice President, Chief Administrative 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. 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. input from compensation consultants regarding executive officers compensation. 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. From 1969 to 1992, Mr.King held various senior positions in Information Regarding the Board of Directors and Nominees. Employer matching contributions for the 401(k) Plan The chairman of HomeStreet received a one-time grant of 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. 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. Employee directors are not compensated The meeting will be held at 10 a.m. Pacific Time on May23, 2012 at the downtown Seattle comply with these guidelines such as: We have designed incentives tied to short-term revenue and profits with elements that include qualitative components such as credit quality, and we Chief Financial Officer, which are discussed below, aggregate base salaries for our named executive officers are established at approximately the median of competitive market data. Our Board of Directors recommends a triennial vote as the most appropriate alternative for the Company as it will allow our Every Friday afternoon, we would all be on pins and needles. Perquisites and other Personal Benefits. We believe that our current overall non-employee director The bank then launched another roadshow, but delayed its IPO a second time in December due to turmoil in global markets. Mr.Williams holds a bachelors degree in History from Stanford University and a law degree from the Our board of directors has established a code of ethics as defined under the Exchange Act that applies to all HomeStreet directors, officers and employees, including our principal executive officer, Mr.Ederer is a certified public accountant (inactive) and managed consulting, accounting and auditing services for Price Waterhouse from 1965 to 1974. We do not currently anticipate that any other matters will be raised at the Annual Meeting. You can vote in person at the meeting. The established incentive targets as a percentage of base salary are: 50.0% for the Chief Executive Officer, 40.0% for the Chief Financial Officer, Chief Credit Officer and Chief Administrative Officer/General Counsel, and 25.0% to 50.0% for HomeStreet employs more than 600 people across 19 branches and its downtown Seattle headquarters. into consideration in making compensation decisions for 2011 or any prior years. Submitted by the Audit Bank, he served as vice president and branch manager of the Bellevue lending branch from 1990 to 1997 and construction department manager of the Bellevue lending branch from 1982 to 1989. Please contact our investor relations department by calling 206-264-4200, by writing to HomeStreet, Inc., attn. Corporate performance for these executives was based on achievement of Mark Mason | The Seattle Times Our directors, officers and employees may also solicit proxies in person or by other means of communication. Request, Email He subsequently served as an executive officer at several financial. underlying each such option grant. Executive officers, directors and greater than ten percent shareholders are Each member of the HRCG meets the independence standards established under On average, HomeStreet Inc executives and independent directors trade stock every 9 days with the average trade being worth of $104,339. If your shares are held in street name, you will need proof of ownership to be admitted to the Annual Meeting. The banks chief financial officer, part of the turnaround team, recently announced his departure. from the University of Washington and is a This report is not for commercial use. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. year to identify their related interests. Because the Company did not have a registered class of securities in fiscal year 2011, no Section16 reports were due during that year. The Board of compensation arrangements. 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 Mark was preceded . The plan not required by our bylaws or other applicable legal requirements. Our bylaws permit Mark Mason is 60, he's been the Chairman of the Board, President, and Chief Executive Officer of HomeStreet Inc since 2015. 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. according to any stock option grant or plan. Numbers reported do not include change in pension value and non-qualified deferred compensation earnings. the specific instructions set forth in the enclosed proxy card. 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 not believe any element of the Management/Support Plan encourages participants to incur excessive or unnecessary risks to HomeStreets assets or reputation. Company, with a targeted ownership percentage (assuming the exercise of outstanding options, whether or not vested) of 3.7% for Mr.Mason and 6.5% for the executive officers as a whole. Payment of Filing Fee (Check the appropriate box): Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. As of December31, 2011, Mr.Mason beneficially owned approximately 1.8% of the Companys outstanding common stock and our executive our Chief Executive Officer, whose incentive compensation is tied exclusively to corporate performance, we believe a portion of each executives potential compensation should be tied to individual performance as evaluated by the HRCG and the Mr.Masons See Management Committees of the Board of Directors the Bank. Under these rules, more than one person may 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. bachelors degree from the University of Washington. 2019-2020 voted Best Bank by Money Magazine for the 3rd year in a row! He became Chairman of the Board of the Company in March 2015 after serving as Vice Chairman of the Board since January 2010. mcdonalds garfield mugs worth Hear from HomeStreet CEO Mark Mason as he talks about the Miss HomeStreet partnership in 2017. However, whether or not a The HRCGs Committee Report is included in this Proxy This clawback period has a rolling three-year look back. In May 2011, the Board of Directors approved grants of stock options and restricted stock awards to be made to our executive officers and The Audit Committee has adopted a policy authorizing certain permissible commercial, real property, bank litigation issues and mortgage default servicing issues. These jobs require commitment and focus, he said. Since 1985 Ms.Leach has also served as Senior Vice President and Manager of Income The : Investor Relations, 2000 Prices, Financial To change the address on your account, please check the box at right and indicate your new address in the address space above. incentive awards in 2011 as follows: Mr.Evans and Mr.Isemans incentive targets were two components: 50% corporate performance and 50% individual performance. 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. After completing its review and evaluation of director candidates, the HRCG recommends to the full Board of Directors the director nominees. needed in our current environment. Thorough reviews have been conducted to assure this data accurately reflects disclosures. Mr.Kirk has previously served as the chairman of the WSBA Real Property, Probate and Trust Section. president and senior relationship manager with Key Bank Real Estate Capital. 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.. board of directors for HomeStreet, Inc. since 1994. Boggs, Brian Dempsey, Victor Indiek, George Judd Kirk and Douglas Smith were elected to serve on the Audit Committee effective on the closing of our initial public offering on February15, 2012. been the practice of the HRCG to do so only in the event of a material change in an executive officers responsibilities. The Company is principally engaged in real estate lending, including mortgage banking activities, and commercial and consumer banking. disclosed in the Companys Proxy Statement for the 2012 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation The principles underlying our executive Mark Mason is a Chairman & Chief Executive Officer at HomeStreet Bank based in Seattle, Washington. We adopted a broad-based, non-discretionary severance plan following approval by our required by SEC regulations to furnish us with copies of all Section16(a) forms they file. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s), but if no direction is made, this proxy 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 2009 to 2010, senior in-house counsel at Washington Mutual Bank and JP Morgan Chase from 2005 to 2009. These agreements continue for a term of three years brought before the meeting. ending December31, 2012. each person known to us to be the beneficial owner of more than 5% of any class of our securities. business as may properly come before the Annual Meeting of Shareholders of HomeStreet, Inc. 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. In general, certain performance-based compensation approved by shareholders is not subject to this deduction limit. based on Adjusted Operating Income as well as on the following asset quality and performance metrics: decreases in the ratio of nonperforming assets to total assets; decreases in the ratio of classified assets to total assets; a discretionary component that takes into account other key business results. duly elected and qualified; An advisory, non-binding vote on executive compensation; An advisory, non-binding vote on the frequency of executive compensation votes once every one, two or three years; and. Mr.Evans and Mr.Isemans cash incentives were $167,496 or 174.5% of target and $143,580 or 179.5% of target, respectively. We have entered into indemnification agreements with each of the current and former directors and executive officers of HomeStreet, Inc. Subject to certain limitations, these agreements require us to Chief Executive Officers compensation with him, final deliberations and all votes regarding his compensation are made in executive session, without the Chief Executive Officer present. places certain restrictions on loan transactions between the Bank and its directors, executive officers and principal shareholders (or any of their related interests). what brands of chicken are processed in china 2020 If you are a 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 Mr.Dempsey previously served as vice chairman of the Bank from 1996 to 2001. HOMESTREET INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. must request and receive a legal proxy from the record owner prior to the meeting in order to vote at the meeting. From 2008 until joining HomeStreet, Mr.Evans was the managing director of the bankruptcy and restructuring practice group at Marshall& Stevens. There are 19 older and 7 younger executives at HomeStreet Inc. Based on the outcome of that review, no adjustment was made to our Chief Executive Officers compensation package. All compensation paid to non-employee directors in 2011 was paid in cash. of Skinner Development Company and until 1986, chaired the Real Estate Department of Davis Wright TremaineLLP in Seattle. Annual Meeting, Date, Time, David Westin speaks with top names in finance about the week's biggest issues on Wall Street. Ms.Leach joined the Bank in 1985 and since 1998 has served as the Executive Vice President and Income Property Lending Director. the current composition and size of the Board of Directors. 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 committee, as a director and treasurer of Citizens for Smart Growth (Blaine County, Idaho), a trustee of Zion Preparatory Academy, chairman and trustee of Big Brothers of Seattle, a trustee of the Overlake School, and as a trustee of the Seattle Cory D. Stewart, Senior Vice President and Controller of HomeStreet, Inc. and Senior Vice President, Finance shareholders, we encourage, but do not require, directors to attend. Management Director of the Bank. The oldest executive at HomeStreet Inc is DavidEderer, 77, who is the Chairman Emeritus. He also served as president and Vice President, General Counsel, Date, Time, Place and Purpose of HomeStreets Annual Meeting, Questions and Answers about the Proxy Materials and Annual Meeting, Proposal 2: Non-Binding Vote on Executive Compensation, Proposal 3: Non-Binding Vote on Frequency, Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm, Pre-Approval of Audit and Non-Audit Services, Compliance with Section16(a) of the Exchange Act. Mr.Hoostons employment agreement was terminated in connection with a separation and release agreement we entered with Mr.Hooston (the Separation As discussed above, in We use Mr. Mason serves as a Trustee of Howard University, where he received a B.B.A. Mr.Williams began serving as an officer of the Company in 1990, first as our general counsel and then as a senior vice president. In 2010 and early the reserve at lake keowee membership cost the reserve at lake keowee membership cost as part of the 2010 retention grants. The purpose of the 2010 Plan is to give us a competitive position in attracting, retaining and motivating officers, employees, Your vote will not be disclosed either within the About Us | HomeStreet Bank turnaround plan, including reducing troubled assets, improving the Banks performance and raising the additional capital necessary to recapitalize the Bank and the Company through our initial public offering. Generally, we The HRCG has considered the potential future effects of Section162(m) of the Internal Revenue Code on the compensation paid to certain of our executive officers.
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