HomeStreet Bank is a member of the FDIC and an Equal Housing Lender. initial public offering. 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 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. Mr.Bennion holds a bachelors degree in History and China Regional Studies from the University of Washington and a masters of business administration from the University of Washington and is a graduate of the School of Mortgage Banking. to April 2008. Named Executive Officers. Mr.Dempsey received a bachelors degree in Business Administration and a masters of business administration from the University of Washington. He sold the credit-card operations that had pushed the bank to the brink. deadline for submitting shareholder proposals for consideration at the Companys next annual meeting of the shareholders or to nominate individuals to serve as directors? He subsequently served as an executive officer at several financial. If you are the beneficial owner of shares held by a broker in street name, your broker, as the record holder of the shares, is required to vote the shares in accordance with your instructions. This report is submitted by the Companys Human Resource and Corporate Governance Committee consisting of Judd Kirk (Chair), Brian As of year-end 2011, the company earned $16.1 million in net income. Corporate performance for these executives was based on achievement of The on HomeStreets website and the SECs website are not part of this Proxy Statement. It is our first annual meeting since the completion of our recent initial public offering and we hope you can attend. Prior to joining the Bank, Mr.Boggs was employed by Microsoft Corporation from 1993 to 2003 where he served in a variety of positions including vice president, How many shares are entitled to vote at the meeting? obtained without charge by writing to Investor Relations, HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101. It is my distinct pleasure to invite you to attend the 2012 annual meeting of shareholders of HomeStreet, Inc. WHERE NO SPECIFICATION IS MADE, SAID SHARES SHALL BE VOTED FOR PROPOSALS 1, 2 AND 4 AND FOR THE 3 YEARS OPTION ON PROPOSAL 3. However, the Board of Directors is submitting the selection of KPMG LLP to our shareholders for ratification as a matter of good corporate practice. In setting the base salaries for our Chief Executive Officer and Chief as possible so that your shares are represented. HomeStreet, Inc. is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii. presented at this meeting, you are entitled to one vote for each common share you owned of record on the Record Date. 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 Committees Concerning Independence) of the PCAOB; and. Among other things, the audit committee charter requires the Audit Committee to: oversee the financial reporting process on behalf of our board of directors, review and discuss the audited financial statements with management and Ownership, Proxy Calculators, Stock What if my shares are held in street name? oversee and make decisions regarding executive management salaries, incentive compensation, long-term compensation plans and equity plans for our The information shown here is a reporting of information included in the company's proxy statement. All employees, including our named executive officers, are eligible to make pre-tax The Board of Directors is responsible for overseeing the major risks facing the Company while management is responsible for assessing and mitigating the Companys risks on a day-to-day basis. Charles Schwab Trust The chairman of HomeStreet received a one-time grant of of $1.50 per share and an additional 16,000 options at an exercise price of $1.125 per share. All elements of compensation were reviewed including base salary, short-term incentive, long-term incentives and supplemental benefits/perquisites for the years He spent the next five years as a consultant to banks and mortgage lenders. the advisory vote on executive compensation that has been selected by our shareholders. If we are required to restate our financials due to noncompliance incentive bonus awards. will be voted FOR the nominees identified herein, FOR the advisory vote for the approval of executive compensation, 3 Years on the frequency of executive compensation votes and FOR the appointment of Amounts in this table are presented in thousands. The actual payouts will be calculated as a proportion of minimum, target and maximum performance levels. He became Chairman of the Board of the Company in March 2015 after serving as Vice Chairman of the Board since January 2010. Total Equity aggregates grant date fair value of stock and option awards and long term incentives granted during the fiscal year. 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 Other Compensation covers all compensation-like awards that don't fit in any of these other standard categories. additional excise or other tax due pursuant to Section280G of the Internal Revenue Code. What happens if I sign and return my proxy card, but dont mark my votes? ownership positions and transactions involving derivative securities relating to our common stock. The Annual judgment. She is a member of both the regional and national chapters of the Association for Financial Prior to joining HomeStreet, Ms.Taylor served as executive vice officers in an effort to retain those individuals and focus management on stabilizing and recapitalizing the Bank. Please detach along perforated line and mail in the envelope provided. under the 2010 retention grants. 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. View the executive profile of Mark K. Mason, Chairman, Chief Executive Officer and President at HomeStreet, Inc., on Equilar ExecAtlas to see current and past work history and gain access to Mark K. Mason's network of 74 business contacts. Regulatory Oversight Director. HomeStreets Ederer said that after regulators placed the bank under an enforcement order in 2008, there were many sleepless nights. The amounts and percentage of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the proposals 1, 2, and 4 and for the 3 years option of proposal 3 on the frequency of executive compensation votes, as indicated on the reverse side of this page, with all powers that the undersigned would have if acting in person; and with (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 participants eligible compensation if certain IRS limitations on compensation and benefits did not apply. of Phoenix. The proxy statement includes footnotes and explanations of this information plus other information that is pertinent in assessing the overall value and appropriateness of the compensation information. Douglas I. Smith. Mr.Mason also received approximately $140,000 in additional perquisites, including 401(k) matching contributions, health club membership, parking and relocation expenses in 2011. initially joined us as a member of the Board of Directors of the Bank as a member of the board of directors in 1996. Patricia A. Leach, Executive Vice President of Home Street, Inc.; Executive Vice President and Income Property Lending FOR AGAINST ABSTAIN Brian P. Dempsey Gerhardt Morrison Douglas I. Smith 2. In the event of termination for cause, all unvested Employee directors are not compensated HomeStreet has an insider trading policy that prohibits, among other things, short sales, hedging of stock and executive officers are excluded from deliberations regarding their own compensation. Were excited to be back as a full-service bank, Mason said. Summary of 2011 Executive Compensation Program, Our compensation philosophy and programs have been directly impacted by the economic downturn that began in late 2007, and we expect that A map and directions to the meeting location can be found at the back of Let us earn your business. All named executive officers are provided with the same board of directors for HomeStreet, Inc. since 1994. and other employees whom we believe to be capable of addressing the regulatory and business challenges confronting the Company and the Bank and execute our business strategy. He graduated cum laude with a bachelors degree in accounting and an MBA from the University of Utah. 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 and reducing overall credit risk and nonperforming assets. President of HomeStreet, Inc.; Executive Vice President and Residential Lending Director of the Bank. Secretary, Executive Vice President,Chief Credit Officer, Executive Vice President,Residential Lending Director. 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. Executive Compensation.. As president and CEO of Fidelity Federal Bank in Los Angeles starting in 1998, he oversaw the turnaround of a $3.7 billion bank. independence of our auditors; review and approve non-audit services, including a reconciliation of fees actually paid for non-credit services as compared to fees previously approved you'll be able to: Access over 1,500,000 executive and board member profiles. In 2011, we implemented a Management/Support Performance-Based Annual Incentive Plan (the Management/Support Plan) which applies to certain eligible employees, community bank located in Bellevue, Washington. Mr.Iseman holds a bachelors degree in Business Administration and Economics from Seattle Pacific University and a certificate of advanced study in International meeting. The first-quarter report is due in April. to serve for a three year-term or until a successor is duly elected and qualified. The Management/Support Plan design incorporates a tiered approach with annual incentive awards linked to the achievement of pre-defined corporate, department and individual performance goals. We believe our compensation program provides appropriate rewards and motivation for our executive officers to produce strong financial results while The #MissHomeStreet team, of course. Trend Analysis As CFO at CITIGROUP INC, Mark Mason made $13,362,258 in total compensation. 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 closing of the Companys Offering. For the other proposals We are still in discussions with KPMG LLP regarding the final amount of fees to be paid for such services for the to have a material adverse effect on HomeStreet. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) our The ratification of KPMG LLP as HomeStreets independent registered public accounting firm for the fiscal year ending December31, 2012. See Management Committees of the Board of Directors AS THERE SPECIFIED. Still, he said he knew the odds in late 2009 were poor for the banks survival if it bet only on revamping its operations. Scott M. Boggs. 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 president and chief executive officer, chief credit officer and director of San Diego Community Bank from 2001 to 2006. This information is according to proxy statements filed for the 2021 fiscal year. Mark Mason is chairman, president and CEO of HomeStreet Bank, a regional bank headquartered in Seattle. #H1Rewind Who's "the best team in racing"? None of the members of the HRCG served as an officer or employee of HomeStreet during fiscal year 2011 shareholders to provide input on our compensation philosophy, policies and practices while allowing the Company, Board of Directors and Human Resources and Corporate Governance Committee adequate time to evaluate the effects of our compensation Fee paid previously with preliminary materials. If you do not mark your vote on your proxy, David A. Ederer, Chairman of the Board of Directors, and GodfreyB. Evans, our He is also a member of the boards of directors of several community organizations, including University of Washington Physicians, and Insider Trading Policy and Rule 10b5-1 Other than as set forth in this section, the The current terms of the executive officers will expire at such time as their successors are elected. commercial lending and credit administration experience and distressed institution turnaround experience. implemented compensation practices consistent with our complementary goals of preserving the Banks safety and soundness, assuring the survival and success of HomeStreet, fairly compensating employees, and attracting and retaining management The components of this plan are described in more detail below under For those interested in conducting a detailed compensation analysis, we recommend that you review the entire proxy statement. named executive officer on an annual basis and may adjust his or her base salary based on such evaluation. Executive Deferred Compensation. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card. 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 This philosophy pertains to executive compensation as well as employee compensation at all other levels Mr.Mason was selected to serve as a director because of his significant experience as an executive officer, director and consultant to banks and mortgage companies, his However, if you hold your shares in street name (in the name of a bank or some other nominee), you Property Finance, Vice President and Income Property Loan Officer, and income property loan closer. These grants consist of restricted stock that will vest in equal installments over Regarding the Board of Directors and Nominees. Except for Bruce Williams, director, and Kathryn Williams, Senior Vice President, Community Relations, who are siblings, there are no family relationships among any of our directors or A three directors standing for election to our Board are nominees for election with terms to expire in 2015. of California, Berkeley and a law degree from Loyola Law School in Los Angeles. More specifically, 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. Financial Statements, Historic Mr.Williams holds a bachelors degree in History from Stanford University and a law degree from the OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED Our named executive officers as a group received base salaries aggregating $1,543,000 in 2011, and perquisites similar to those received by However for a complete and definitive understanding of the pay practices of any company, users should refer directly to the actual, complete proxy statement. We will post on our website any amendments to, or waivers (with respect be indemnified. We believe it is critical to HomeStreets success to attract, retain and incentivize highly qualified executives and to promote a Chief Executive Officer (other than for our Chief Executive Officer, whose performance is evaluated solely by the HRCG). Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. Request, Email We options will be immediately cancelled except as provided for under individual employment agreements of executive officers. Mark Mason's first promotion came when his grandfather, who owned a landscaping business, let him mow front lawns after initially assigning him weed-digging duty in backyards. It was a big credibility issue for them as well.. detail in the questions and answers and other materials that follow. Our bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1)specified in the Kathleen A. Kanealii, Senior Vice President, Business Banking Director of Any such discretionary matching contribution matches a participants pre-tax 40l(k) Plan contributions at a percentage we determine of the first Kathryn A. Williams, Senior Vice President and Community Relations Director of the Bank. of industry leading executives like Mark K. Mason. Shareholders may request a free copy of the Principles of inaccurate financial information was used in setting that award or if the recipients activities posed risk to the Company. Our General Counsel receives these communications unfiltered by HomeStreet, forwards They were going to put up more than the fees they were going to earn, Mason said. All notices of proposals by shareholders, whether or not included in our proxy materials, should be sent to our Corporate Secretary at our principal executive offices. Mr.Schlenker was previously president of Sterling Savings Banks investment subsidiary from January 2004 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. the HRCG. principal at Indiek Realty/Finance, which he formed in 1995. In addition, all of the contracted executives unvested restricted stock and stock options will immediately vest and will remain exercisable Executive Officer. Salary surveys have been performed on an ad hoc basis for the Ms.Leach joined the Bank in 1985 and since 1998 has served as the Executive Vice President and Income Property Lending Director. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a well as his experience as a designated financial expert on audit committees. 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. business unit executive officers. Documents, Information Mr.Malone joined the Board of Directors of HomeStreet, Inc. upon the closing of our initial public offering in and 40.0% of the other contracted executives salaries, as well as specified and discretionary equity compensation awards. Prior to joining the Bank, Mr.Battaglia was of counsel to Williams, Kastner& Gibbs from The following table sets forth certain information with respect to the board of directors of HomeStreet, Inc., including their ages as of Unless otherwise noted, all share numbers in this Proxy Statement reflect our 2-for-1 forward stock split which was effective March 6, 2012. and accordingly, recommends that you vote FOR each of proposals 1, 2 and 4, and vote EVERY 3 YEARS with respect to proposal3. 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 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

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