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In May 2011, to provide additional compensation incentives and reward certain key executives who have played an important role in recapitalizing the The oldest executive at HomeStreet Inc is DavidEderer, 77, who is the Chairman Emeritus. of such principles; administer our equity incentive plans, pursuant to the authority delegated to it by our Board of Directors; set the corporate goals and objectives, if any, relevant to our executive officers compensation and evaluate our executive officers Our Employee Stock Ownership Plan, or ESOP, is our largest single shareholder. If the signer is a corporation, please sign such beneficial owners. Exchange Act). chairman of University Savings Bank from 1984 to 1994. Based on its review and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements for the fiscal year Repertory Theatre. Mr. Mr.Ederer was selected to serve as a director because of his experience as a director on public company boards, his experience on board committees, his financial expertise and his detail in the questions and answers and other materials that follow. Therefore, no specific target and maximum award opportunities were defined for 2011 and no awards were earned for 2011 performance results. We are still in discussions with KPMG LLP regarding the final amount of fees to be paid for such services for the The form of payment includes either a single lump-sum payment or annual installment payments over a period of years, but not more than ten years. Exit the elevator and take the down escalators directly ahead. Such directors, officers and employees will not be Thorough reviews have been conducted to assure this data accurately reflects disclosures. Mr.Boggs joined the Bank in 2006 as a member of the board of directors and became a director of HomeStreet, executives and to focus management on our restructuring and recapitalization. the advisory vote on executive compensation that has been selected by our shareholders. Annual As we were not publicly traded prior to February10, 2012, the HRCG did not previously take this deductibility limit Ms.Taylor joined the Bank in 1998 as Senior Vice President and Human Resources Director. The 2010 Plan allows for a range of equity grants, including stock options, restricted stock or restricted stock units, stock bonuses or 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 HomeStreet had planned to complete its IPO in early August. The Seattle-based bank's mortgage banking segment lost $16.7 million last year as interest. HomeStreet Executive Team | Comparably termination without cause, and all vested options will expire 90 days after termination except as may be modified by employment agreements between HomeStreet and the individual executive officers. Ms.Francis has more than seventeen years of cash management sales experience and most recently managed the cash management department of Puget Sound Bank, a Mr.Schlenker Fee paid previously with preliminary materials. other factors as the HRCG may consider appropriate. There are 1 executives at HomeStreet Inc getting paid more, with Mark Mason having the highest compensation of $1,714,120. But Mason plans to stay until he retires, he said. HomeStreet, Inc. is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii. No employee contributions were made to employee ESOP awards total approximately 5.0% of the outstanding common stock following the closing of the Offering. previously. From 2008 until joining HomeStreet, Mr.Evans was the managing director of the bankruptcy and restructuring practice group at Marshall& Stevens. The percentage of payout for overall performance of HomeStreet and for department and accordingly, recommends that you vote FOR each of proposals 1, 2 and 4, and vote EVERY 3 YEARS with respect to proposal3. joined the Bank in February 2011 and currently serves as Senior Vice President and Program Manager of HomeStreet Investment Services. engagement by the Audit Committee, or a designated member. incentive awards in 2011 as follows: Mr.Evans and Mr.Isemans incentive targets were two components: 50% corporate performance and 50% individual performance. Notwithstanding our overall compensation objectives, incentive compensation opportunities for The Board of well as his experience as a designated financial expert on audit committees. 2011 such awards are fully vested immediately upon issuance. 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. defined in the 2010 retention grant agreements. Mark Mason - Citigroup 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. shares to Mr.Hooston and 32,288 shares to each of Messrs. Evans and Iseman on February15, 2012. appropriate on matters that involve specific areas of risk that each Committee oversees. Committees Concerning Independence) of the PCAOB; and. More specifically, Prior to joining the Bank, Mr.Battaglia was of counsel to Williams, Kastner& Gibbs from Mr.Dempsey Mark Mason is 60, he's been the Chairman of the Board, President, and Chief Executive Officer of HomeStreet Inc since 2015. The SEC maintains a website located at www.sec.gov that also contains this information. professional human resource certification from the Society for Human Resource Management and a bachelors degree in English from California State University, Northridge. 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. We evaluate each Proxy instructions, ballots and voting tabulations that identify an individual shareholder are handled in a manner that protects your voting privacy. all proxy cards to ensure that all your shares are voted. 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. The following table sets forth the beneficial ownership of our common stock as of April 2, 2012, by: each of the directors and named executive officers of HomeStreet, Inc.; all of our directors and executive officers as a group; and. 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. As Chief Executive Officer at HOMESTREET INC, Mark K. Mason made $2,502,021 in total compensation. the Bank. (Communication With Audit Committees), as amended and adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T; received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526 (Communication with Audit employees and consultants. A. copy of this charter is available on our website at http://ir.homestreet.com. This philosophy pertains to executive compensation as well as employee compensation at all other levels Mr.Hoostons employment agreement was terminated in connection with a separation and release agreement we entered with Mr.Hooston (the Separation HomeStreet scooped up business as the nations biggest lenders pulled back on new mortgages to limit their exposure, said Trepp analyst Matthew Anderson. Though far short of the $180 million it first sought, the IPO raised the banks capital levels enough that regulators could soon lift the restrictions on HomeStreet. Please note that changes to the registered name(s) on the account may not be submitted via this method. The 2010 As a result, 75% of the options granted to Mr.Hooston pursuant to the 2010 retention grants were vested and exercisable upon his termination. When the bank announced plans last May to sell stock to the public for the first time, the economy appeared to be on the rebound and pundits dismissed talk of a double-dip recession. However, it has As part of fulfilling its responsibilities, the Audit Committee has: reviewed and discussed the Companys audit financial statements with management; discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 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. of Phoenix. audited the Companys financial statements since fiscal 2003. Mark K. Mason - Biography - MarketScreener 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 From 2009 through 2011, our compensation philosophy and programs were directed primarily at attracting and retaining an executive management In setting the base salaries for our Chief Executive Officer and Chief 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. The number of directors may be increased or decreased from time to time by our board of directors, provided that a reduction in the In some instances, the amount and structure of compensation results from arms-length negotiations with executives, which terms reflect an increasingly competitive market for George Mr. Mason brings extensive business, managerial and leadership experience to our Board. Were excited to be back as a full-service bank, Mason said. Scott M. Boggs. compensation policies and programs include: provide levels of compensation competitive with those offered by our peers and competitors and consistent with our level of performance; attract and retain the most qualified and experienced individuals available to further our success; align the interests of executives and shareholders by linking a significant portion of an executives compensation to HomeStreets short- and WEST parking in the vicinity of a One Union Square elevator will be closer to the Hilton.). Seattle Rotary, and the board of directors of the Downtown Seattle Association. way, the Board of Directors may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. 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 protecting proprietary information and proper use of assets. Our bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1)specified in the 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. Mr.Mason in the aggregate amount of $288,885. compensation, unused vacation time and unreimbursed expenses, in the event of a termination without cause or resignation for good reason not involving a change in control, in exchange for executing a release, a contracted executive will receive: 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. Generally, we have instituted compensation practices intended to meet our complementary goals of preserving the Banks safety and soundness, assuring the survival and success of Whether or not you plan to attend the annual meeting on May23, 2012, we hope you will vote as soon The participant has a limited ability to change these elections. Mr.Indiek holds a bachelors degree in accounting from the University of Kansas, is a certified public accountant and a California real estate broker. These agreements continue for a term of three years our Board of Directors to establish by resolution the authorized number of directors, and twelve members are currently authorized, although at present we have only eleven members. The 2010 Plan became effective upon the closing of our initial public offering in In the event of termination for cause, all unvested 401(k) Savings team that had significant turnaround experience and experience that would, in the judgment of the Board of Directors and the Human Resources and Corporate Governance Committee (the HRCG), which acts as the Board of Directors from the effective date, with an automatic renewal for additional one-year periods thereafter unless either party gives notice of termination 180 days prior to the expiration of the then-current term. corporation (the Company or HomeStreet) will be held at 10:00 a.m., local time, on May23, 2012, in the Windward Room of the Hilton Hotel, 1301 Sixth Avenue, Seattle, Washington 98101. Mr.Kirk received a bachelors degree in Finance from the University of Washington, additional grants of restricted stock awards and stock options awards, which awards were conditioned upon the successful completion of our initial public offering. 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 independent compensation consultant. Mark Mason is chairman, president and CEO of HomeStreet Bank, a regional bank headquartered in Seattle. More Than 100 Years of Helping People and Their Businesses | HomeStreet . Mr.Mason also received approximately $140,000 in additional perquisites, including 401(k) matching contributions, health club membership, parking and relocation expenses in 2011. In May 2000, the named changed to HomeStreet Bank. All incentive compensation plans are approved by the HRCG as required by regulatory guidelines. Shareholder recommendations for candidates to the Board of Directors must be directed in writing to HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101, Attention: General Counsel, and must include the We use needed in our current environment. directors and consultants and to provide a means whereby officers, employees, directors and consultants can acquire common stock or earn incentive compensation based on the value of our common stock, thereby strengthening their commitment to If signer is a partnership, please sign in partnership name by authorized person. change would be in the best interests of the Company and its shareholders. director candidates and has the authority to approve the fees and retention terms of any search firm. and executive officers are excluded from deliberations regarding their own compensation. recruited from out of state. As part of those grants, our Executive Vice President, Chief Credit Officer received a grant of 4,000 options related to his prior position as Senior Vice President, Credit Administration Manager at an exercise price At each annual meeting, our shareholders elect directors within one class, and each class is staggered in a manner that causes 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 Also, proxies must disclose specific detailed information regarding the pay practices for certain executives. In 2011, our named 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. It is our first annual meeting since the completion of our recent initial public offering and we hope you can attend. Mr.Bennions cash incentive was Board since 2004. (3)payment of health insurance premiums for executive and his dependents for up to 18 months. they will continue to be so impacted for the foreseeable future. We granted awards of 161,446 shares to Mr.Mason, 45,206 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. The HRCG has reviewed the Compensation Discussion and Analysis included in this Proxy Statement and discussed it with 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. In the event that this selection The remaining named executives received cash HomeStreet CEO Mark Mason explains why bank's leaving mortgage business ending December31, 2011 be included in HomeStreets 2011 Annual Report on Form 10-K filed with the SEC.