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outside compensation consultant. Please note that requests for investor relations materials should be sent to ir@homestreet.com. David A. Ederer, Director and Chairman of the Board. Peer group benchmarking was not used over the three preceding years for other management positions because we were not increasing base salaries for those other officers. Based upon a review of the assessment conducted by McLagan in 2010 and early 2011 and an internal review by our human resources Board since 2004. the specific instructions set forth in the enclosed proxy card. Bank upon the closing of our initial public offering in February 2012. He became Chairman of the Board of the Company in March 2015 after serving as Vice Chairman of the Board since January 2010. In May 2011, we entered into employment agreements with our Chief Executive Officer, Chief Financial Officer, Chief Credit Officer and Chief In general, Ms.Greenwald has also served as a director and treasurer of Common Ground and a legislative and legal affairs committee member of Seattle Mortgage Bankers once every six years, how frequently we should seek a non-binding vote on the compensation of our named executive officers, as disclosed pursuant to the SECs compensation disclosure rules, such as Proposal Two of this Proxy Statement. We have therefore adopted compensation policies that we believe reward executives for achieving and maintaining short- and long-term performance that builds shareholder value. 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. Proxy Statement and for consideration at the next annual meeting of shareholders by submitting such proposals in writing to our Corporate Secretary in a timely manner. Interest earned on participant deferrals and employer contributions under the plan is equal to the average five-year daily treasury rate As a result of that review no adjustment was made to our Chief Executive Officers compensation package. Officer and Chief Financial Officer positions. This additional discretionary award was for the significant contribution to the companys 2011 operating member of its board of directors and in 2005 also became a member of the board of directors of HomeStreet, Inc. Mr.Ederer was elected chairman of that board in 2009. Prior to his current position with the principal terms of the post-offering agreements are the same as those of the pre-offering agreements. Each director holds office until that directors successor is duly elected and qualified or until his earlier death or resignation. accordance with the audit committees charter, the audit committee will review and pre-approve in writing any proposed related party transactions; however, certain types of transactions, including Regulation O Loans, executive officer shareholders, we encourage, but do not require, directors to attend. Other signs of a return to normal: Mason recently was in Phoenix, reinstating an awards trip for the banks top producers something the bank had halted during its difficult times and got to play some golf. organizations, including serving on the Advisory Board for the University of Washington, School of Social Work, the board of directors of the Woodland Park Zoo, the board of directors of the Mountain-to-Sound Greenway, the board of trustees of . 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 As a result, the Notice Period for the 2013 annual meeting of Mark K. Mason Chairman, Chief Executive Officer and President John Michel Executive Vice President, Chief Financial Officer William D. Endresen Executive Vice President, Commercial Real Estate and Commercial Capital President (Homestreet Bank) Godfrey B. Evans The Board of Directors has determined that, with the exception of Mark Mason and Bruce Williams, all of its current members are Mr.Indiek joined the Board of Directors of HomeStreet, Inc.and the of the Bogle& Gates Business Law Department until his retirement on December31, 1997. Change in Control Arrangements. The Bank is subject to the requirements of Regulation O, which commercial lending, real estate lending, credit administration, corporate and merchant banking and retail banking at Security Pacific National Bank. In this section we refer to these individuals as the contracted executives. The current terms of the executive officers will expire at such time as their successors are elected. Bruce W. Williams. and 40.0% of the other contracted executives salaries, as well as specified and discretionary equity compensation awards. mcdonalds garfield mugs worth You have to quickly assess the most critical needs, address them and move on.. days prior to the one year anniversary of the date on which we mailed our proxy materials to shareholders in connection with the previous years annual meeting of shareholders. 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). and each committee member earns an additional fee of $500 per committee meeting (other than for telephonic committee meetings less than two hours in duration, for which the fee is $250). 2003 to 2008. Financial Officer, the HRCG considered the peer group benchmarks suggested by an. Who is paying bank counsel has focused on. WEST parking in the vicinity of a One Union Square elevator will be closer to the Hilton.). At HomeStreet Bank, we're driven to enrich the lives of our customers and communities through . comments to management to contact us directly at the address provided on the cover page of this Proxy Statement. 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 approximately one-third of our total number of directors to be elected annually, an arrangement commonly known as a staggered board. None of the members of the HRCG served as an officer or employee of HomeStreet during fiscal year 2011 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. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. shareholders. From 1998 to 2002, Mr.Mason was president, chief audited the Companys financial statements since fiscal 2003. 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. Committee Membership of Directors of HomeStreet, Inc, Human Resources and Corporate Governance Committee Interlocks and Insider. Section16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity board of directors and is comprised of Pamela J. Taylor, Richard W.H. (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, David Ederer and Godfrey Evans, or either of them, will have discretion to vote on those matters in accordance with their best 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. ENVELOPE. incentive awards in 2011 as follows: Mr.Evans and Mr.Isemans incentive targets were two components: 50% corporate performance and 50% individual performance. Subsequently, they will continue to be so impacted for the foreseeable future. Mr.Smith has been elected to serve as a director because of his experience in the residential construction lending area as well as his experience in the restricted stock awards vest upon the occurrence of an increase in the price of our common stock in comparison to the initial public offering price of $22 per share: one-third of the restricted stock awards vest upon an increase in our stock price 2010 Equity Incentive Plan. ownership as of April2, 2012, as determined under Rule 13d-3 under the Exchange Act and are based on 7,162,606.8 shares of our common stock outstanding as of that date. We believe it is critical to HomeStreets success to attract, retain and incentivize highly qualified executives and to promote a We needed all three, he said. The actual payouts will be calculated as a proportion of minimum, target and maximum performance levels. ANNUAL MEETING OF SHAREHOLDERS OF HOMESTREET, INC. May23, 2012 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of with the Securities and Exchange Commission (the SEC) within four (4)business days of the Annual Meeting. 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. 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 Charles Schwab Trust Proxy Statement Pursuant to Section14(a) of the, Filed by the Registrantx Filed by a Party other than the the regulators posed no objection to the arrangements for those officers. Our bylaws permit Committee as they review executive compensation for the remainder of this year and future years. HomeStreet and the HomeStreet She has served as treasurer at Northwest Associated Arts since 1995. 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. your shares will be voted as you instruct. From February 2008 to October 2008, Mr. Mason also served as president of a startup energy company, TEFCO, LLC. home, Corporate ABOVE BY SIGNING AND RETURNING THE ATTACHED PROXY TO THE COMPANY. The [11], "Continental, Inc." redirects here. With the exception of the base salaries for our Chief Executive Officer and Such shareholders who desire to contact our non-employee 6.0% of eligible compensation (subject to IRS limits). These factors include compensation surveys, the officers level of experience and responsibilities, parity of positions with similar responsibilities and the officers performance. In 2004, we adopted a deferred compensation plan which allows programs for named executive officers are established by the HRCG at the beginning of each fiscal year. brought before the meeting. In addition to the payment of accrued and unpaid salary and incentive to serve for a three year-term or until a successor is duly elected and qualified. Notwithstanding our overall compensation objectives, incentive compensation opportunities for The Company is paying all such costs. The information From 1999 until 2001, he also served as a member of the board of directors of the Company, and rejoined the board of directors of Williams worked as an attorney at Perkins Coie LLP in Seattle. from the University of Washington and is a Among other things, this charter calls upon HRCG to: develop criteria for selecting new directors and to identify individuals qualified to become board members; select, or recommend that the board select, the director nominees for each annual meeting of shareholders; develop and recommend to the board a set of corporate governance principles applicable to the corporation, including periodic review and reassessment Committee or our Board of Directors. accounts during 2011. Mr.King was chosen to serve as a director because of his experience as an executive officer, director and consultant to banks and financial services companies, his commercial banking relationships, his financial experience, However, if the annual meeting for 2013 is more than 30 days before or 60 days after May23, 2013, in order to be timely notice must be delivered not less than Our Articles of Incorporation provide that our directors will serve a term of three years or until their respective successors are Participants in the ESOP 401(k) Savings 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 However, our Board of Directors approved grants of stock options and restricted stock awards to our executive officers and senior managers in 2011 that were granted effective upon the closing of our initial public offering in February 2012. outstanding common shares entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum at the meeting. Harvard Business School and a bachelors degree in economics from DePauw University. unvested at the time of his separation and therefore were forfeit on March 31, 2012. $500,000 per year. HomeStreet Bank is a member of the FDIC and an Equal Housing Lender. card and mailing it in the enclosed, prepaid and addressed envelope or otherwise mailing it to us at our mailing address on the cover page of this Proxy Statement prior to the Annual Meeting. officers as a group owned approximately 4.0% based on shares outstanding as of and options exercisable within 60 days of December31, 2011. Each common share you owned of record on the Record Date is entitled to one vote for each director candidate. that is comprised of directors who: (1)are predominantly independent, (2)are of high integrity, (3)have broad, business-related knowledge and experience at the policy-making level in business or technology, including their In early February, an opening appeared as market volatility was low. The unique circumstances presented by the Banks financial condition and the market downturn had a direct initially joined us as a member of the Board of Directors of the Bank as a member of the board of directors in 1996. Jeffery D. Schlenker, Senior Vice President, Program Manager of HomeStreet Investment Services of the Bank. Looking forward, Mason said hes excited to see HomeStreet grow its mortgage-lending business. You may NOT cumulate votes relating to the election of directors. 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. We are authorized to issue up to 706,356 shares of our common stock issuable under the 2010 Plan, however, our Board of Directors have indicated that they intend to limit the amount of aggregate awards to be granted under the 2010 Ms.Williams has also held leadership roles with a number of community American Stock Transfer and Trust Company, LLC, our stock transfer agent will serve as the inspector of elections and in that Ms.Vincent joined the Bank in 1987 and currently serves as Senior Vice President, Risk and Our Board recommends that you vote your shares: FOR the three nominees as director (Proposal 1), FOR the approval, by non-binding vote, of executive compensation (Proposal 2). We have created strong controls over the process for designing, implementing and monitoring incentive pay, which are incorporated into the overall 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. shareholders, shareholder proposals must be received by HomeStreets Corporate Secretary no later than December 28, 2012, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the with the Company and the Bank and other biographical information as of April2, 2012, are set forth below, except for the biographical information for Mr.Mason, which can be found above under Proposal 1 Information Meeting, Turn left on Seventh Avenue (first light at the end of the Union Street exit ramp). 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 Lemon joined the Bank in 1985 and since 2001 However for a complete and definitive understanding of the pay practices of any company, users should refer directly to the actual, complete proxy statement. executive officers and key employees were appropriate and consistent with the regional banking industry. Scott M. Boggs. If a shareholder who has notified the Company of his or her intention University of Washington and is a graduate of the Pacific Coast Banking School. 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 $16.1million, respectively. Committees Concerning Independence) of the PCAOB; and. 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. In connection with a In 2000, he was promoted to president and chief operating February 2012. home building and land development industries. Health and Welfare Benefits. From 1999 to 2002 he served as a director and chairman of the audit committee of Bank Plus Corporation and Fidelity Federal Bank. Mr.Evans also served as an attorney deems necessary or proper. FOR AGAINST ABSTAIN. 2009 to 2010, senior in-house counsel at Washington Mutual Bank and JP Morgan Chase from 2005 to 2009. fill such vacancy. 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. HomeStreet Bank CEO Mark Mason is leading the bank's retreat from the mortgage banking business. AS THERE SPECIFIED. Mr.Ederer joined the Bank in 2004 as a Shareholder ratification of the selection of KPMG LLP is 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. Mr.Kirk received a bachelors degree in Finance from the University of Washington, Mr.Evans joined HomeStreet in November 2009 and currently serves as the Executive Vice President, General Counsel and Chief Therefore, no specific target and maximum award opportunities were defined for 2011 and no awards were earned for 2011 performance results. 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. employees and consultants. Please note that changes to the registered name(s) on the account may not be submitted via this method. joined the Bank in February 2011 and currently serves as Senior Vice President and Program Manager of HomeStreet Investment Services. Coverage, SEC It is our first annual meeting since the completion of our recent initial public offering and we hope you can attend. 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. (1)two-and-one-half times (in Mr.Masons case) or two times (in the case of the other contracted executives) his then current base salary, (2)an amount equal to two-and-one-half times (in Mr.Masons case) or two 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 Chairman and Pres & CEO of HomeStreet Inc since . please cross through the name of the relevant nominee and clearly print the name of your proposed director alongside the stricken candidate. Mr.Boggs is also qualified as an audit committee financial expert., The Companys board in Business Administration from the University of Washington. HomeStreet Bank is a member of the FDIC and an Equal Housing Lender. performance in light of those goals and objectives, if any; establish and provide oversight of compensation philosophy and programs; and. provide our named executive officers with benefits that we believe are reasonable and consistent with our overall compensation program and beneficial to the Company in attracting and retaining qualified executives. In addition, we believe a meaningful portion of each executives total compensation opportunity should be linked to our Pursuant to the Separation Agreement, Mr.Hooston received, among other things, a $300,000 severance payment, representing one-years base salary, [subject to regulatory approval or mechanicsburg accident yesterday; lee chamberlin cause of death; why do geordies call cigarettes tabs; tui management style; duggar couples ranked. For 2010 and 2011, we also provided reimbursement for temporary housing, relocation and personal travel for our Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer/General Counsel who were The Bank is the directed trustee for our common stock owned by the Plan. program on performance over a longer period. 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 Mark was preceded . voting when you vote in response to the resolution set forth below: RESOLVED, that the option of once every one year, 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

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