HomeStreet : 2024 Proxy Statement

Published: 2025-04-15 14:05:08 ET HMST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate Box:

HomeStreet, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 15, 2025

Dear Shareholders:

It is our distinct pleasure to invite you to attend the 2025 Annual Meeting of Shareholders of HomeStreet, Inc. (the "Annual Meeting" or "meeting") to be held virtually at 10:00 a.m., Paciﬁc Time, on May 29, 2025. You will be able to virtually attend the meeting, submit your questions and comments, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/HMST2025. You will also be able to access, through the website during the meeting, a list of shareholders entitled to vote. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our shareholders and HomeStreet, Inc. Shareholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting as more fully explained in the accompanying Proxy Statement.

We have elected to deliver our proxy materials to our shareholders over the Internet and will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our 2024 annual report to shareholders. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote by telephone or Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. You may also find copies of these items online at http://ir.homestreet.com/sec- filings/proxy-materials/default.aspx.

The matters to be voted on are described in the accompanying Notice of 2025 Annual Meeting of Shareholders and Proxy Statement. Our Board of Directors recommends that you vote in accordance with each of its recommendations regarding the proposals listed in the Notice of 2025 Annual Meeting of Shareholders and described in the accompanying Proxy Statement.

Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote by telephone, Internet or submit your signed and dated proxy card to ensure your representation at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled "Information About the Annual Meeting" beginning on page 5 of the Proxy Statement and the instructions on the Notice of Internet Availability of Proxy Materials. Providing voting instructions or returning your proxy card in advance of the meeting will not prevent you from voting on the website during the meeting but will ensure that your vote is counted if you are unable to attend.

Thank you for your ongoing support of and continued interest in HomeStreet, Inc.

Sincerely,

Mark K. Mason

Chairman of the Board, President and Chief

Executive Officer

James R. Mitchell Jr.

Lead Independent Director

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS To Be Held Thursday, May 29, 2025, 10:00 a.m. (Pacific Time)

Virtual Meeting Only - No Physical Meeting Location

_____________________________________________________________

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders ("Annual Meeting") of HomeStreet, Inc., a Washington corporation (the "Company"), will be held in a virtual-only format, via live webcast, on Thursday, May 29, 2025 at 10:00 a.m. (Pacific Time). The purpose of this meeting is to consider and vote upon the following matters:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2025 Annual Meeting of Shareholders. We also will transact any other business that may properly come before the Annual Meeting, but we are not aware of any such additional matters.

Only shareholders of record at the close of business on March 31, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting. The accompanying Proxy Statement and the proxy card were either made available to you online or mailed to you beginning on or about April 15, 2025.

We have adopted a virtual format for the Annual Meeting to provide a safe, consistent and convenient experience to all shareholders regardless of location. You will be able to virtually attend the meeting, submit your questions and comments during the meeting, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/ HMST2025.

Please note that the proxy statement relates solely to our 2025 Annual Meeting of Shareholders and does not contain information regarding the Company's proposed merger with Mechanics Bank and does not ask you to consider the merger agreement or the transactions contemplated thereby. We do not intend to discuss the proposed merger or the merger agreement at our 2025 Annual Meeting of Shareholders. Instead, we will hold a separate, special meeting of shareholders on a future date to consider and approve the issuance of shares of the Company's common stock in connection with the merger and the transactions contemplated by the merger agreement. At the appropriate time, we will send a separate package of proxy solicitation materials to you for the special meeting of shareholders in connection with the proposed merger. The merger is subject to closing conditions set forth in the merger agreement, including among others the approval of the issuance of shares of the Company's common stock as merger consideration by the Company's shareholders.

Whether or not you expect to attend the annual meeting, we encourage you to read the Proxy Statement and vote by telephone or by Internet or submit your proxy card or voting instructions as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled "Information About the Annual Meeting" beginning on page 5 of the accompanying Proxy Statement and the instructions on the Notice of Internet Availability of Proxy Materials.

Godfrey B. Evans

Executive Vice President, General Counsel and

Corporate Secretary

April 15, 2025

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 29, 2025

PAGE

PROXY STATEMENT SUMMARY

INFORMATION ABOUT THE ANNUAL MEETING

PROPOSAL 1 ELECTION OF DIRECTORS

Introduction

The Board of Directors

Key Qualifications

SHAREHOLDER ENGAGEMENT

2024 Shareholder Outreach

Shareholder Interest in Sustainability Matters

Ongoing Shareholder Engagement

CORPORATE GOVERNANCE

Code of Ethics

Whistleblower Policy

Principles of Corporate Governance

Director Independence

Board Inclusion

Board Assessment, Refreshment and Orientation Process

Board Leadership Structure

Board Role in Risk Oversight

Sustainability Governance Matters

Information Security Risks

Employee Compensation Risks

Board Meetings and Committees

Executive Committee

Audit Committee

Enterprise Risk Management Committee

Compensation Committee

Nominating and Governance Committee

Attendance at Annual Meetings of Shareholders by the Board of Directors

PAGE

Insider Trading Policy and Rule 10b5-1 Trading Plans

Contacting the Board of Directors

Director Compensation

EXECUTIVE OFFICERS

2024 EXECUTIVE COMPENSATION PROGRAM

OTHER PRACTICES, POLICIES AND GUIDELINES

Recoupment of Incentive Compensation

Hedging Policy

Policy Regarding Options and Similar Equity Awards

Health and Welfare Benefits

401(k) Savings Plan

Perquisites and Other Personal Benefits

Executive Employment Agreements and Change in Control Agreements

2024 SUMMARY COMPENSATION TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Employment Agreements

2014 Plan

2014 Plan Award Agreements

Deferred Compensation Agreement

Pay Versus Performance

PROPOSAL 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

Overview

Vote Required and Board Recommendation

AUDIT COMMITTEE REPORT

PROPOSAL 3 ADVISORY (NON-BINDING) RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Overview

Fees of Independent Registered Public Accounting Firm

PAGE

Pre-Approval of Audit and Non-Audit Services

Engagement of Independent Registered Public Accounting Firm

Vote Required and Board Recommendation

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loans

Home Loans to Employees, Officers, and Directors Program

Indemnification Agreements

PRINCIPAL SHAREHOLDERS

OTHER MATTERS

Participants in the Solicitation

Costs of Solicitation

Shareholders Sharing the Same Address

Shareholder List

Shareholders Proposals and Director Nominations for the 2026 Annual Meeting

Availability of the Form 10-K and Other Filings

Forward-Looking Statements

APPENDIX A - NON-GAAP FINANCIAL MEASURES

A-1

iii

PROXY STATEMENT SUMMARY

This summary highlights information about HomeStreet, Inc. (the "Company" or "HomeStreet") and certain information contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider in connection with the matters before the Annual Meeting. Please read the entire Proxy Statement carefully before voting your shares. For more complete information regarding the Company's 2024 performance, please review the Company's 2024 annual report to shareholders available at www.proxyvote.com. Websites referenced throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

THE ANNUAL MEETING

Date

May 29, 2025

Time

10:00 a.m. Pacific Time

Place

The Annual Meeting will be held as a virtual-only meeting, which can be accessed at

www.virtualshareholdermeeting.com/HMST2025

Record Date

March 31, 2025

Voting

Shareholders of record at the close of business on the Record Date are entitled to vote at the Annual

Meeting. As of the Record Date, 18,920,808 shares of our common stock were issued, outstanding

and entitled to vote at the Annual Meeting. Each Share of our common stock is entitled to one vote

for each director nominee and one vote for each of the proposals. For more information on voting,

virtually attending the Annual Meeting and other meeting information, please see "Information

About the Annual Meeting" on page 5 of this Proxy Statement.

VOTING MATTERS AND VOTE RECOMMENDATIONS

Unanimous Board

See Page

Recommendation

Proposal 1: Election of eight directors

FOR

the Board's nominees

Proposal 2: Approval on an advisory (non-binding) basis of the compensation of the

FOR

Company's named executive officers

Proposal 3: Ratiﬁcation on an advisory (non-binding) basis of the appointment of

FOR

our independent registered public accounting ﬁrm for 2025

OUR DIRECTOR NOMINEES

Our Board of Directors (the "Board") is currently comprised of eight directors, eight of whom are nominated and standing for election at the Annual Meeting. You are therefore being asked to elect eight directors this year to serve a one-year term on the Board until the 2026 annual meeting of shareholders, until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. For more information about the background and qualifications of the director nominees and the entire Board, please see "Proposal 1 - Election of Directors" on page 11 of this Proxy Statement. The Board's nominees are:

Name

Age

Tenure(1)

Position/Committees

Mark K. Mason

15 years

Executive Chair

Scott M. Boggs

13 years

Audit, Enterprise Risk Management and Executive

Sandra A. Cavanaugh

7 years

Compensation Chair, Enterprise Risk Management, Executive,

Audit and Nominating and Governance

Jeffrey D. Green

5 years

Audit Chair, Nominating and Governance

Joanne R. Harrell

3 years

Nominating and Governance Chair, Enterprise Risk Management

and Compensation

James R. Mitchell, Jr.

5 years

Audit, Compensation and Executive

Nancy D. Pellegrino

6 years

Enterprise Risk Management Chair, Compensation and

Nominating and Governance

S. Craig Tompkins

2 years

Enterprise Risk Management, Compensation and Nominating and

Governance

(1) Rounded to the nearest year.

CORPORATE GOVERNANCE HIGHLIGHTS

SHAREHOLDER ENGAGEMENT OVERVIEW

The Board welcomes feedback from shareholders on our Board composition, governance practices and policies, executive compensation framework and other appropriate matters related to our strategy and performance. We routinely provide opportunities for our shareholders to connect with our leadership team. Members of our management team regularly attend investor and industry conferences where they are able to engage with active managers of hedge funds and mutual funds who are investors or potential investors in HomeStreet. We also routinely attend ad hoc meetings with current or prospective investors. We encourage you to visit our investor relations website at http://ir.homestreet.com to learn more about the Company. Shareholders can also find our Shareholder Engagement Procedures and Practices on our investor relations website, which provides guidelines for how shareholders can communicate with our Board.

Disclaimer

HomeStreet Inc. published this content on April 15, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 15, 2025 at 18:04 UTC.