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:

☐	Preliminary Proxy Statement
☐	Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

HomeStreet, Inc.

(Name of Registrant as Specified In Its Charter)

__________________________________________________________________________________________

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 15, 2022

Dear Shareholders:

It is our distinct pleasure to invite you to virtually attend the 2022 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 26, 2022. 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/HMST2022. 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 this 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 2021 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 2022 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 2022 Annual Meeting of Shareholders and described in the accompanying Proxy Statement.

Your vote is important. Whether or not you expect to virtually 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 6 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 virtually 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

Donald R. Voss

Lead Independent Director

_____________________________________________________________

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 26, 2022, 10:00 a.m. (Pacific Time)
Virtual Meeting Only — No Physical Meeting Location

_____________________________________________________________

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Shareholders of HomeStreet, Inc., a Washington corporation (the “Company”), will be held as a virtual only meeting on Thursday, May 26, 2022 at 10:00 a.m. (Pacific Time). 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/HMST2022. The purpose of this meeting is to consider and vote upon the following matters:

1.      The election of nine directors to our Board of Directors to serve until the 2023 annual meeting of shareholders, or until their respective successors are elected and qualified;

2.      The approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers; and

3.      The ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2022 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 April 1, 2022, 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, 2022.

Whether or not you expect to virtually 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 6 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,
Chief Administrative Officer and Corporate Secretary

April 15, 2022

_____________________________

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 26, 2022

_____________________________

	PAGE
PROXY STATEMENT SUMMARY	1
INFORMATION ABOUT THE ANNUAL MEETING	6
PROPOSAL 1 ELECTION OF DIRECTORS	12
Introduction	12
The Board of Directors	12
Key Qualifications	12
SHAREHOLDER ENGAGEMENT	17
2021 Shareholder Outreach	17
Shareholder Interest in Environmental, Social and Governance Matters	17
Ongoing Shareholder Engagement	18
CORPORATE GOVERNANCE	19
Code of Ethics	19
Whistleblower Policy	19
Principles of Corporate Governance	20
Director Independence	20
Board Diversity	20
Board Assessment, Refreshment and Orientation Process	21
Board Leadership Structure	21
Board Role in Risk Oversight	23
Environmental, Social and Governance Matters	23
Leadership Response to COVID-19 Pandemic	25
Information Security Risks	25
Employee Compensation Risks	26
Board Meetings and Committees	26
Executive Committee	26
Audit Committee	27
Enterprise Risk Management Committee	27
Human Resources and Corporate Governance Committee	28
Attendance at Annual Meetings of Shareholders by the Board of Directors	31
Insider Trading Policy and Rule 10b5-1 Trading Plans	31
Contacting the Board of Directors	31
Director Compensation	32
EXECUTIVE OFFICERS	34
COMPENSATION DISCUSSION AND ANALYSIS	37
Introduction	37
2021 Named Executive Officers	37

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	PAGE
Executive Summary	37
Summary of Executive Compensation Practices	38
Compensation Philosophy and Practices	38
Total Direct Compensation	40
The Decision-Making Process	42
Role of the CEO	42
2021 EXECUTIVE COMPENSATION PROGRAM	44
Base Salary	44
Annual Cash Incentives	44
Mr. Mason, Chairman, President, Chief Executive Officer	47
Commissioned NEOs Incentive Plan Arrangements	48
Long-Term Incentives	49
OTHER PRACTICES, POLICIES AND GUIDELINES	51
Clawback Provisions	51
Hedging Policy	51
Health and Welfare Benefits	51
401(k) Savings Plan	51
Perquisites and Other Personal Benefits	51
Risk Assessment	51
Tax Considerations	52
Executive Employment Agreements	52
HUMAN RESOURCES AND CORPORATE GOVERNANCE COMMITTEE REPORT	54
2021 Summary Compensation Table	55
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	59
Employment Agreements	59
Change in Control Severance Provision	59
Additional Severance Benefit	59
Condition to Receiving Severance Benefits	59
2014 Plan	60
2014 Plan Award Agreements	60
Ratio of CEO Pay to Median Employee Pay	63
How We Identified the Median Employee	63
PROPOSAL 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION	64
Overview	64
Vote Required and Board Recommendation	64
AUDIT COMMITTEE REPORT	65
Submitted by the Audit Committee of the Board of Directors of HomeStreet, Inc.	65
PROPOSAL 3 ADVISORY (NON-BINDING) RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	66
Overview	66
Fees of Independent Registered Public Accounting Firm	66
Pre-Approval of Audit and Non-Audit Services	66
Engagement of Independent Registered Public Accounting Firm	67
Vote Required and Board Recommendation	67

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	PAGE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	68
Loans	68
Home Loans to Employees, Officers, and Directors Program	68
Indemnification Agreements	69
Procedures for Approval of Related Party Transactions	69
PRINCIPAL SHAREHOLDERS	70
Delinquent Section 16(a) Reports	72
OTHER MATTERS	73
Participants in the Solicitation	73
Costs of Solicitation	73
Shareholders Sharing the Same Address	73
Appraisal Rights	73
Shareholder List	73
Shareholders Proposals and Director Nominations for the 2023 Annual Meeting	74
Availability of the Form 10-K and Other Filings	74
Forward-Looking Statements	75
APPENDIX A – NON-GAAP FINANCIAL MEASURES	A-1

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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 2021 performance, please review the Company’s 2021 annual report to shareholders. 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 26, 2022
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/HMST2022.
Record Date	April 1, 2022
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, 18,700,536shares 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 6 of this Proxy Statement.

VOTING MATTERS AND VOTE RECOMMENDATIONS

	Unanimous Board Recommendation	See Page
Proposal 1: Election of nine directors	FOR the Board’s nominees	12
Proposal 2: Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers	FOR	64
Proposal 3: Ratification on an advisory (non-binding) basis of the appointment of our independent registered public accounting firm for 2022	FOR	66

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OUR DIRECTOR NOMINEES

Our Board of Directors (the “Board”) is currently comprised of ten directors but the size of the Board will decrease to nine members when Donald R. Voss retires from the Board at the completion of this Annual Meeting. You are therefore being asked to elect nine directors this year to serve a one-year term on the Board until the 2023 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 12 of this Proxy Statement. The Board’s nominees are:

Name	Age	Tenure	Committees
Mark K. Mason	62	12 years	Executive Chair
Scott M. Boggs	67	10 years	Audit, Enterprise Risk Management, Executive
Sandra A. Cavanaugh	67	4 years	Enterprise Risk Management Chair, Human Resources and Corporate Governance
Jeffrey D. Green	58	1 year	Audit Chair, Human Resources and Corporate Governance
Joanne R. Harrell	67	<1 year	Enterprise Risk Management, Human Resources and Corporate Governance
James R. Mitchell, Jr.	72	2 years	Audit, Human Resources and Corporate Governance
Mark R. Patterson	55	4 years	Enterprise Risk Management, Executive
Nancy D. Pellegrino	65	2 years	Enterprise Risk Management, Human Resources and Corporate Governance
Douglas I. Smith	58	10 years	Human Resources and Corporate Governance Chair, Audit

CORPORATE GOVERNANCE HIGHLIGHTS

ü      Lead Independent Director with clearly defined responsibilities

ü      Nine of ten directors are independent

ü      Each Board committee, other than the Executive Committee, is comprised of independent directors

ü      Average director tenure is 5.1 years

ü      Average age of continuing directors is 63

ü      Board diversity policy

ü      Continuing Board refreshment, with one new director appointed since the 2021 annual shareholders meeting

ü      Directors can be removed without “cause”

ü      Shareholders with at least 10% of outstanding shares are permitted to call a special meeting of shareholders

ü      Majority voting standard for uncontested director elections with a director resignation policy

ü      No supermajority shareholder vote requirements in the Articles of Incorporation

ü      Annual election of directors

ü      Board policy limits director membership on other public company boards

ü      Regular Board, committee and director evaluations

ü      Regular comprehensive succession planning for management

ü      Each director attended 75% or more of all Board meetings in 2021

ü      Policies prohibiting hedging and pledging of the Company’s securities

ü      Meaningful stock ownership and retention guidelines for directors

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SHAREHOLDER ENGAGEMENT OVERVIEW

The Board welcomes feedback from shareholders on our Board composition, governance practices and policies, executive compensation framework and other matters related to our strategy and performance. Members of our management team regularly attend investor and industry conferences where they primarily met with active managers of hedge funds and mutual funds who are investors or potential investors in HomeStreet. We also routinely schedule ad hoc meetings with current or prospective investors in addition to the aforementioned conferences. We encourage you to visit our investor relations website at ir.homestreet.com to learn more about the Company and to reach out directly to the Board at corporatesecretary@homestreet.com to share your thoughts on the Company.

EXECUTIVE COMPENSATION HIGHLIGHTS

2021 Executive Compensation

•        Average base salary increase for the top five NEOs was 2.4%

•        Changed incentive pay program in 2021 so that the Company’s performance would be measured against the actual results of our comparator peer group (the “Peer Group”) rather than measuring our performance against goals based on the Strategic Plan

•        The performance shares units (“PSUs”) granted in 2019 for the three year measurement period ending December31, 2021 achieved the maximum payout ratio of 150% based on the Company’s total shareholder return ranking in the 98th percentile during the measurement period

•        Offered to engage with and considered shareholder input in designing our executive pay programs

•        Used independent, external compensation consultant for advice in making compensation program decisions

•        Conducted annual risk review of incentive compensation programs

Summary of Executive Compensation Practices
What We Do		What We Don’t Do
ü	Offer to engage with and consider shareholder input in designing our executive pay programs	û	No short-selling, hedging or pledging of Company’s securities permitted by our insider trading policy, which applies to directors, officers, employees and consultants
ü	Short-term incentives that are designed to align with short-term objectives	û	No employment arrangements that provide for guaranteed salary increases or non-performance-based cash incentive awards for executive officers
ü	Long-term performance-based equity incentive awards that are designed to align with long-term objectives and create shareholder value	û	No supplemental executive retirement plans
ü	Substantial portion of compensation opportunity is at-risk	û	No “golden parachute” excise tax gross ups in employment agreements
ü	Our CEO’s and other NEOs’ annual equity awards generally vest over a three-year period	û	No repricing, buyout or exchange of underwater stock options
ü	Retain an independent, external compensation consultant	û	No excessive perquisites
ü	Clawback features are incorporated into the short-term annual cash incentive programs for all executive officers	û	No single trigger vesting of equity awards in the event of a change of control

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Summary of Executive Compensation Practices
What We Do		What We Don’t Do
ü	Use of multiple performance measures and caps on potential incentive payments	û	No excessive severance arrangements providing for payments exceeding 3 times base salary plus target/average/most recent bonus
ü	Minimum one-year vesting period required for 95% of share-based awards granted under our Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”)	û	No liberal change in control provisions in the 2014 Plan and executive employment agreements
ü	Annual risk review of incentive compensation programs	û	No dividends paid on unvested performance shares or units; dividend equivalents accrued on outstanding awards paid only at vesting, without interest

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HOMESTREET, INC.

________________

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 26, 2022

_________________

April 15, 2022

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors of HomeStreet, Inc. (the “Company” or “HomeStreet”) for use at the Company’s 2022 Annual Meeting of shareholders (the “Annual Meeting” or “meeting”) to be held on May 26, 2022 at 10:00 a.m. Pacific Time as a virtual-only meeting which can be accessed at www.virtualshareholdermeeting.com/HMST2022.

INTERNET AVAILABILITY OF PROXY MATERIALS

Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of those materials to each shareholder. On or about April 15, 2022, we expect to send our shareholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access our proxy materials, including our Proxy Statement and our 2021 annual report to shareholders. The Notice of Internet Availability also provides instructions on how to vote by telephone or by Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. If you prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.

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INFORMATION ABOUT THE ANNUAL MEETING

1.      Why am I receiving these materials?

          Our Board of Directors (the “Board”) has sent you the Notice of Internet Availability and accompanying Proxy Statement to ask for your vote, as a shareholder of HomeStreet, on certain matters that will be voted on at the Annual Meeting. As a shareholder, you are invited to virtually attend the Annual Meeting and are entitled to and requested to vote on the proposals set forth in this Proxy Statement. For more information on the participants in the Board’s solicitation, please see “Participants in the Solicitation” on page 73 of this Proxy Statement.

2.      Who is entitled to vote?

         All shareholders of record of HomeStreet’s common stock at the close of business on April 1, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.

3.      How many shares are entitled to vote at the meeting?

         As of the Record Date, 18,700,536shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting.

4.      How many votes do I have?

         Each share of common stock you owned on the Record Date is entitled to one vote for each director candidate. You may NOT cumulate votes relating to the election of directors. For the other matters presented at this meeting, you are entitled to one vote for each share of common stock you owned on the Record Date.

5.      Who is a registered shareholder and who is a beneficial shareholder?

Registered Shareholders:    A “registered shareholder” is a person or entity whose name appears in the Company’s registered list of shareholders as an owner of one or more shares of the Company’s common stock. If you are a registered shareholder, the Notice of Internet Availability, proxy card or voting instruction are being sent directly to you and you are invited to virtually attend the Annual Meeting through the website for the meeting using the control number provided on your Notice of Internet Availability, proxy card or voting instruction materials.

         Beneficial Shareholders:    A “beneficial shareholder” is a person or entity whose shares of the Company’s common stock are held by a bank, broker or other nominee (a.k.a. in “street name”). Most holders of our common stock hold their shares beneficially through a bank, broker or other nominee rather than of record directly in their own name. If you are a beneficial shareholder, the Notice of Internet Availability, proxy card or voting instruction materials are being forwarded to you by your bank, broker or other nominee who is considered the registered shareholder of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and you are also invited to virtually attend the Annual Meeting through the website for the meeting using the control number provided on your Notice of Internet Availability, proxy card or voting instruction materials. Your bank, broker or other nominee has enclosed a voting instruction form for you to use in directing how to vote your shares.

         Under certain circumstances banks, brokers and other nominees are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank, broker or other nominee, which is referred to as a “broker non-vote”. In these cases, those shares will be counted for the purpose of determining whether a quorum is present. Pursuant to applicable regulations, if you do not give instructions to your broker or other nominee, your broker or other nominee will not be permitted to vote your shares with respect to Proposal 1, Election of Directors, or Proposal 2, Approval on an Advisory (Non-Binding) Basis of the Compensation of the Company’s Named Executive Officers.

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6.      What is a proxy?

         A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated Godfrey B. Evans, our Corporate Secretary, General Counsel and Chief Administrative Officer, and Mark K. Mason, our Chairman, President and Chief Executive Officer, as the Company’s proxies for the Annual Meeting.

7.      How do I vote?

         Registered Shareholders:    If you are a “registered shareholder,” you can vote your shares in the following four ways:

•        By Internet:    Visit the website shown on your Notice of Internet Availability, proxy card or voting instruction materials to vote via the Internet (www.proxyvote.com);

•        By Telephone:    Use the toll-free telephone number shown on your Notice of Internet Availability, proxy card or voting instruction materials to vote by telephone;

•        By Mail:    If you received proxy materials by mail, you can vote by submitting a proxy by mail by completing, signing and dating your proxy card and mailing it using the postage pre-paid envelope that was enclosed with your proxy materials. Note that you cannot vote by marking the Notice of Internet Availability and returning it. The Notice of Internet Availability provides instruction on how to vote via the Internet and how to request paper copies of the proxy materials.

•        At the Annual Meeting:    If you virtually attend the Annual Meeting through the website provided using the control number from your Notice of Internet Availability, proxy card or voting instruction materials, you may vote your shares associated with that control number online during the Annual Meeting. However, you are encouraged to read the Proxy Statement and vote by telephone or by Internet or complete, sign and date your proxy card and mail it using the postage pre-paid envelope that was enclosed with your proxy materials regardless of whether you plan to virtually attend the Annual Meeting to ensure your vote is counted.

         Beneficial Shareholders:    If you are a “beneficial shareholder,” then you will receive voting instructions from your bank, broker or other nominee on how you may vote your shares, which will include a control number that you can use to virtually attend the Annual Meeting on the website www.virtualshareholdermeeting.com/HSMT2022.

         For more information, please see “Information about the Annual Meeting — How do I virtually attend and participate in the Annual Meeting” on page 9 of this Proxy Statement.

8.      What should I do if I receive more than one proxy card or set of proxy materials from the Company?

         Your shares may be owned through more than one brokerage or other share ownership account. In order to vote all of the shares that you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive.

         Please note that if you have more than one account through which you hold shares, you will receive more than one control number. The control number is used to vote your shares, and is also used to log on to the meeting website to virtually attend the meeting, which will allow you to vote the shares held in the account associated with that control number at the meeting. However, you will not be able to vote shares held in other accounts not associated with the control number you are using to log in to the virtual shareholder meeting. Therefore, it is important that you return your proxy cards for all of your accounts prior to the Annual Meeting so that all of your shares may be counted.

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9.      Can I revoke my proxy?

         Yes. You can revoke your proxy and/or change your vote at any time prior to the Annual Meeting. Only your latest dated voting instructions or proxy will count.

         Registered Shareholders:    If you are a “registered shareholder” who has properly executed and delivered a proxy, you may revoke such proxy at any time before the Annual Meeting in any of the following ways:

•        submitting another proxy with a later date by telephone or by Internet or by signing, dating and returning your proxy card using the instructions on your proxy card;

•        sending a written notice of revocation to our Corporate Secretary at HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101; or

•        voting online during the Annual Meeting at www.virtualshareholdermeeting.com/HMST2022.

         Beneficial Shareholders:    If you are a “beneficial shareholder,” you may change your vote by submitting new voting instructions to your nominee in accordance with such nominee’s procedures. You can use your control number to log into and virtually attend the Annual Meeting and change your vote during the meeting.

10.    How will my shares be voted if I return the proxy card?

         The shares represented by any proxy card that is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on that proxy card. Where a choice has been specified on the proxy card with respect to the proposals, the shares represented by the proxy card will be voted in accordance with the specifications.

         The Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this Proxy Statement. If any other matter should be presented at the Annual Meeting upon which a vote may be properly taken, shares represented by the proxy cards received by the Board will be voted with respect thereto at the discretion of the person or persons named as proxies in the enclosed proxy card.

11.    What happens if I sign and return my proxy card, but don’t mark my votes?

          If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: “FOR” the election of the nine director nominees of the Board set forth on the proxy card (Proposal 1); “FOR” the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers as described in the Proxy Statement under “Executive Compensation” (Proposal 2); and “FOR” the ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2022 (Proposal 3).

12.    Will my shares be voted if I do nothing?

         If your shares are registered in your name, you must sign and return a proxy card in order for your shares to be voted, unless you vote by telephone or by Internet or vote online during the Annual Meeting. If your shares are held in “street name” (that is, held for your account by a broker, bank or other nominee) and you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee may not have discretionary authority to vote your shares on with respect to the election of directors (Proposal 1) or the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers (Proposal 2). If you do not instruct your broker or other nominee as to how to vote your shares and your broker or other nominee does not have discretionary voting authority, these unvoted shares will be “broker non-votes”. Brokers generally may only exercise discretionary voting authority to vote “routine” proposals. The ratification on an advisory (non-binding basis) of the appointment of our independent registered public accounting firm for 2022 (Proposal 3) is the only routine proposal to be presented at the Annual Meeting. If nominees exercise this discretionary voting authority on Proposal 3, such shares will be considered present at the Annual Meeting for determining whether a quorum is present.

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         YOUR VOTE IS VERY IMPORTANT.    To assure that your shares are represented at the Annual Meeting, we ask you to vote by telephone or by Internet by following the instructions on the Notice of Internet Availability, proxy card or voting instruction materials or by completing, signing and dating your proxy card and promptly mailing it in the postage-paid envelope enclosed with your proxy materials, whether or not you plan to virtually attend the Annual Meeting. You can revoke your proxy at any time before the proxy or proxies you appointed cast your votes.

13.    How do I virtually attend and participate in the Annual Meeting?

         The meeting webcast will begin promptly on May 26, 2022 at 10:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

         Only HomeStreet shareholders or their duly authorized and constituted proxies may virtually attend the Annual Meeting. The control number printed on your Notice of Internet Availability, proxy card or voting instruction materials is required to virtually attend the meeting through the website at www.virtualshareholdermeeting.com/HMST2022 regardlessof whether you are a registered shareholder or a beneficial shareholder. We have been advised that Google Chrome and Microsoft Edge browsers will give the best user experience for participation in the virtual meeting.

         Our Chairman and CEO is expected to lead the meeting, and members of our Board, including the Lead Independent Director, are expected to be present and available during the Annual Meeting. During the Annual Meeting, you will be able to hear the business of the meeting as it is conducted, vote your shares if you have not already done so, access information that would normally be available at an in-person annual meeting, including the list of shareholders entitled to vote at the meeting, and submit questions to be answered by our management, Chairman of the Board or Lead Independent Director. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints, and additional instructions regarding the question and answer period of the Annual Meeting will be posted on the virtual meeting website.

         The virtual Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Shareholders participating in the virtual Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able submit questions before and during the meeting through the virtual meeting portal. To submit a question, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HMST2022, type your question into the “Ask a Question” field, and click “Submit.” Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness and efficient use of time, we will respond to up to two questions from a single shareholder and may not be able to respond to all questions.

         Our virtual Annual Meeting website will be hosted by Broadridge. In the event you have any technical difficulties logging into the meeting, support from Broadridge will be available. For more information, please go to the virtual Annual Meeting website, where you will be able to find additional information on technical support matters.

14.    What constitutes a “quorum”?

         A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person as a logged-in participant of the Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Votes withheld, abstentions and broker non-votes will be counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. Without a quorum, no business may be transacted at the Annual Meeting. If less than a quorum of the outstanding shares is represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting without further notice.

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15.    What vote is required to approve each of the matters to be voted on at the Annual Meeting?

Proposal	Vote Required	Broker Discretionary Voting
Proposal 1: Election of nine directors	Majority of votes cast*	No
Proposal 2: Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers	Number of votes cast in favor exceeds number of votes cast against	No
Proposal 3: Ratification on an advisory (non-binding) basis of the appointment of our independent registered public accounting firm for 2022	Number of votes cast in favor exceeds number of votes cast against	Yes

____________

*        Under the Bylaws, the voting standard in an uncontested election is a majority vote standard. See “What vote is required to elect directors?” below.

16.    What is the effect of abstentions and broker non-votes?

         If you specify that you wish to “abstain” from voting on an item (or “withhold” your vote for a director), then your shares will not be voted on that particular item. Abstentions and broker non-votes are not considered “votes cast” and so are not counted either “for” or “against” any proposal that requires a majority of votes cast in order to pass, which includes all of the proposals being presented at the Annual Meeting (including the non-contested election of directors).

17.    What vote is required to elect directors?

         Our Bylaws provide that, in any election of directors that is not a “contested election” (as defined in our Bylaws and described below), the candidates elected are those receiving a majority of the votes cast. Therefore, to be elected, the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” that nominee.

         The term of any director nominee who is a director at the time of election and who does not receive a majority of votes cast in the election held under the majority voting standard described above terminates on the earliest to occur of: (i) 90 days after the date on which the voting results of the election are determined; (ii) the date the director’s resignation is accepted by the Board; or (iii) the date the Board fills the position. The following will not be votes cast and will have no effect on the election of any director nominee: (i) a share whose ballot is marked as “withheld”; (ii) a share otherwise present at the meeting but for which there is an abstention; and (iii) a share otherwise present at the meeting as to which a shareholder gives no authority or direction (other than a share voted pursuant to a signed proxy card on which the shareholder has not indicated any voting direction). Broker non-votes will have no effect on the outcome of this proposal. Shareholders may not cumulate their votes in the election of directors.

         Our Bylaws provide that an election is considered “contested,” and will be held under a plurality standard, if (a) the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees set forth in Section 1.13 of our Bylaws who are not withdrawn by the advance notice deadline set forth in that section and (b) the Board has not determined before the notice of meeting is given that the shareholder’s nominee(s) do not create a bona fide election contest. No such shareholder notice was received by the Company in advance of this Annual Meeting.

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18.    What vote is required to approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers and the ratification of the appointment of our independent registered public accountants for 2022?

         Each of the proposals to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers and the appointment of Deloitte & Touche, LLP as HomeStreet’s independent registered public accounting firm for 2022 will be adopted if a majority of the votes present in person or by proxy and voting on such matter are cast “for” the proposal. You may vote “for,” “against” or “abstain” from approving the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

19.    Who will count the votes?

         Broadridge Financial Solutions, Inc. will serve as the independent inspector of election and, in such capacity, will count and tabulate the votes.

20.    Where can I find the results of the Annual Meeting?

         We intend to announce preliminary voting results at the Annual Meeting and intend to publish final results in a Current Report on Form 8-K, which we will file with the SEC within four business days after the Annual Meeting.

21.    Who can help answer any other questions I may have?

         If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:

HomeStreet, Inc.

Attn: Investor Relations

601 Union Street, Suite 2000

Seattle, WA 98101

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PROPOSAL 1
ELECTION OF NINE DIRECTORS

Introduction

HomeStreet’s Board currently consists of ten members but the size of the Board will decrease to nine members when Mr. Voss retires from the Board at the completion of the Annual Meeting. You are therefore being asked to elect nine directors this year to serve a one year term on the Board until the 2023 annual meeting of shareholders, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

The Board of Directors

The following table sets forth certain information with respect to HomeStreet’s Board, including each director’s age as of April 1, 2022.

Director	Age	Director Since
Mark K. Mason, Chairman	62	2010
Donald R. Voss, Lead Independent Director(1)	71	2015
Scott M. Boggs	67	2012
Sandra A. Cavanaugh	67	2018
Jeffrey D. Green	58	2020
James R. Mitchell, Jr.	72	2020
Mark R. Patterson	55	2018
Nancy D. Pellegrino	65	2019
Douglas I. Smith	58	2012
Joanne R. Harrell(2)	67	2022

____________

(1)      Donald R. Voss is retiring from the Board at the completion of his term following this Annual Meeting.

(2)      Ms. Harrell was appointed to fill a newly created position on the Board in January 2022. Pursuant to the Bylaws, the term of any director appointed to fill a newly created position runs until the next annual meeting of the shareholders.

Under our Bylaws, any director nominee’s eligibility to serve as a director of the Company is subject to any required notification to, or approval, nonobjection or requirement of, the Board of Governors of the Federal Reserve System, the Washington State Department of Financial Institutions or any other regulatory entity having jurisdiction over the Company.

The number of directors may be increased or decreased from time to time by our Board, provided that a reduction in the number of directors may not shorten the term of an incumbent. Our Bylaws permit our Board to establish by resolution the authorized number of directors, which shall be between seven and thirteen directors. Upon completion of the Annual Meeting, the authorized number of directors will be reduced to nine in connection with the retirement of Mr. Voss. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board may be filled solely by the affirmative vote of a majority of the remaining directors then in office, unless otherwise provided by law or by resolution of the Board. All of our directors, except for Mr. Mason, satisfy the definition of “independent director” under the corporate governance rules of The Nasdaq Stock Market (“Nasdaq”).

Key Qualifications

The following table sets forth certain key qualifications and skills of our Board. The lack of a mark for a particular item does not mean that the director does not possess that qualifications, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, characteristic, skill or experience that the director brings to our Board. Our Board composition reflects our Board’s desire that directors have the broad expertise and perspective needed to govern our business and strengthen and support senior management.

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Qualification	Mark Mason	Donald Voss	Scott Boggs	Sandra Cavanaugh	Jeffrey Green	Joanne Harrell	James Mitchell Jr.	Mark Patterson	Nancy Pellegrino	Douglas Smith
Financial Expertise/Literacy	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü
Corporate Governance	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü
Public Company Board Experience	ü	ü	ü	ü	ü		ü	ü	ü	ü
Strategic Planning	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü
Legal	ü						ü
Capital Management	ü	ü					ü	ü
Technology/Cybersecurity	ü		ü			ü	ü
Audit	ü		ü	ü	ü		ü	ü		ü
Human Capital Management	ü	ü		ü	ü	ü	ü		ü	ü
Marketing	ü			ü	ü	ü	ü		ü	ü
Regulatory/Risk Management	ü	ü	ü	ü	ü	ü	ü	ü	ü
Business Development	ü	ü		ü	ü	ü	ü		ü	ü
Business Operations	ü	ü	ü	ü	ü	ü	ü	ü	ü
Public Company Executive Experience	ü	ü	ü	ü		ü	ü		ü
Accounting	ü	ü	ü		ü		ü	ü		ü
Industry Experience	ü	ü		ü	ü	ü	ü	ü	ü

Upon recommendation of the Human Resources and Corporate Governance (“HRCG”) Committee, the Board has nominated Mark K. Mason, Scott M. Boggs, Sandra A. Cavanaugh, Jeffrey D. Green, Joanne R. Harrell, James R. Mitchell, Jr., Mark R. Patterson, Nancy D. Pellegrino and Douglas I. Smith for re-election to the Board with a one-year term set to expire at the Company’s next annual meeting of shareholders, to be held in 2023. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led our Board and the HRCG Committee to the conclusion that she or he should serve as a director appears following each of the director and nominee biographies.

Mark K. Mason, Director, Chairman, Chief Executive Officer and President

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. He became Chairman of the Board of the Company in March 2015 after serving as Vice Chairman of the Board since January 2010. Mr. Mason brings extensive business, managerial and leadership experience to our Board. 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. From February 2008 to October 2008, Mr. Mason also served as president of a startup energy company, TEFCO, LLC. He has served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank and The Bjurman Barry Family of Mutual Funds. 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 University’s Albers School of Business and Economics. Mr. Mason is a certified public accountant (inactive) and holds a bachelor’s degree in business administration with an emphasis in Accounting from California State Polytechnic University.

Mr. Mason was selected to serve as a director because of his position as our CEO and his significant experience as an executive officer, director and consultant to other banks and mortgage companies, his credit and lending experience, finance and accounting education and experience and relationships in the banking industry and the capital markets.

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Scott M. Boggs, Director

Mr. Boggs joined HomeStreet Bank in 2006 as a member of its board of directors and became a director of the Company in February 2012. Mr. Boggs served as the Lead Independent Director of the Board from March 2015 through June 2018. Prior to joining HomeStreet Bank’s board of directors, Mr. Boggs was employed by Microsoft Corporation from 1993 to 2003 where he served in a variety of positions, including vice president, corporate controller from 1998 to 2003. Mr. Boggs was also an adjunct professor for the Seattle University Albers School of Business and Economics, teaching accounting and information systems from 2004 until 2009. Mr. Boggs previously served as a trustee and chair of the audit committee and budget and investments committee of the Financial Executives Research Foundation from 2002 to 2008, as director, chair of the pension committee and a member of the audit committee of the Cascade Natural Gas Corporation from 2004 to 2007, and director, vice chair of audit committee and designated financial expert of the Safeco family of mutual funds from 2002 to 2004. He is a former member of the Seattle University Internal Audit Advisory Board, the King County Strategic Technology Advisory Council, the Seattle University Accounting Advisory Board and the Financial Executives International. Mr. Boggs started his career as a certified public accountant (currently inactive) with Deloitte, Haskins & Sells from 1977 to 1985, and he received his bachelor’s degree in Accounting from the University of Washington.

Mr. Boggs was selected to serve as a director because of his significant accounting and financial experience, his accounting credentials and degree and his experience as a designated financial expert on audit committees.

Sandra A. Cavanaugh, Director

Ms. Cavanaugh joined the Board in May 2018. Ms. Cavanaugh has more than 30 years of experience in the financial services, banking and mutual fund industries. As president and CEO of U.S. Private Client Services of Russell Investments from January 2010 until her retirement in June 2016, Ms. Cavanaugh oversaw a $45 billion mutual fund business in the U.S. Prior to joining Russell Investments, Ms. Cavanaugh was an executive vice president at SunTrust Bank in 2009, and held senior executive positions at Washington Mutual/JP Morgan Chase from 2007 to 2009, including as president of WM Funds Distributor and Shareholder Services from 1997 to 2007. Ms. Cavanaugh also held various senior positions with AIM Mutual Funds, First Interstate Bank and American Savings Bank. Since her retirement from Russell Investments in 2016, Ms. Cavanaugh has provided consulting services to help financial services companies build and execute brand, product and distribution strategies. In addition to her executive career, Ms. Cavanaugh holds several board and advisory roles. She received her bachelor’s degree in History with a minor in business from California State University, Fresno and previously held active NASD/FINRA Securities Licenses Series 7, 24, and 53.

Ms. Cavanaugh was selected to serve as a director because of her executive management, business and financial experience and her background as an expert in the financial services industry.

Jeffrey D. Green, Director

Mr. Green was appointed as a member of the Board in June 2020 to fill a vacancy on the Board. Mr. Green retired as the Financial Institutions National Practice leader and audit and client service Partner of Moss Adams LLP, a national accounting, tax, and advisory firm in December 2018, having served with the firm since 1990. From 2015 to 2018, Mr. Green was Moss Adams’ Financial Institutions National Practice Leader, and in that role, was responsible for that firm’s national financial institutions practice, covering accounting, auditing, internal control, and strategic issues facing publicly traded bank reporting companies, community banks, thrifts, and mortgage banking companies. From 2007 to 2015 Mr. Green was the Managing Partner of Moss Adams’ Everett, Washington practice office. Over his 31-year career in public accounting, Mr. Green gained significant experience working with the boards and audit committees of publicly traded banking and lending institutions while managing major client relationships across multiple markets. In those roles, Mr. Green developed expertise in complex accounting, auditing, internal control, financial reporting, and regulatory compliance matters. He holds a Bachelor of Science in business administration with a focus in accounting from Washington State University and is a certified public accountant and member of the Washington State Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

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Mr. Green was selected to serve because of his background as an audit partner for companies in the financial institutions industry, expertise in commercial banking, professional qualifications, financial literacy and his qualification as an audit committee “financial expert”.

Joanne R. Harrell, Director

Ms. Harrell joined the board in January 2022. From 2001 until her retirement in October 2021 as Senior Director, USA AI, Sustainability & Market Development Strategy at Microsoft Corporation, Ms. Harrell held various executive positions with Microsoft where she led teams in the sales, marketing and services disciplines focused on enterprise, public sector and original equipment manufacturing customers and partners. Ms. Harrell has served as a Regent for the University of Washington since 2009. Prior to joining Microsoft in 2001, Ms. Harrell was President and Chief Executive Officer of the United Way of King County, Washington and held various positions with US West Communications, Inc. and AT&T, Inc. Ms. Harrell holds a B.A. in communications-advertising and an M.B.A in marketing from the University of Washington.

Ms. Harrell was selected to serve as director because of her experience in the areas of marketing, sales, strategy, communications, community service and diversity, social responsibility, sustainability, public affairs and corporate citizenship, in addition to her extensive background in executive management.

James R. Mitchell, Jr. Director

Mr. Mitchell joined the Board in January 2020. Mr. Mitchell has worked in commercial banking for more than 40 years, including founding Puget Sound Bank in 2004, where he served as president and chief executive officer from inception until the merger of that bank with Heritage Bank in January 2018. He was also a member of the Board of Directors of Puget Sound Bank from 2004 through January 2018, serving as chairman of the board from 2004 through 2008. After the merger of Puget Sound Bank and Heritage Bank, Mr. Mitchell served as the market president for King County for Heritage Bank for the next year, until January 2019, and then as a consultant to Heritage Bank until January 2020. Prior to founding Puget Sound Bank, Mr. Mitchell served as a Senior Vice President at Sterling Bank, where he opened and grew the Seattle corporate banking office, from 2002 to 2004, and a Senior Vice President and team leader for the Seattle corporate banking team of U.S. Bank from 1990 through 2002. Mr. Mitchell served on the Board of Directors of the Washington Bankers Association from 2011 to 2018, the Board of Directors of the Western Bankers Association from 2015 to 2018, and the board of Bellevue LifeSpring, a nonprofit organization, from 2009 to 2017. Mr. Mitchell received his bachelor’s degree from Seattle University, a Masters of Business Administration from the University of Washington and his juris doctorate from Southwestern University School of Law.

Mr. Mitchell was selected to serve as a director based on his knowledge of the banking industry, experience as a chief executive officer and director of a bank, and expertise in commercial banking.

Mark R. Patterson, Director

Mr. Patterson joined the Board in January 2018. Mr. Patterson served as Managing Director and Equity Analyst of NWQ Investment Management Co., LLC, an investment management company (“NWQ”), from 1997 until his retirement in 2014. At NWQ, he conducted fundamental research and valuation analysis of public companies within the financial services sector. Mr. Patterson was a director of FBR & Co. from 2015 until the company’s sale in 2017, serving on its audit and compensation committees. From 1989 to 1997, Mr. Patterson served in various capacities at U.S. Bancorp, including Vice President, Investor Relations, where he was a primary contact between the bank holding company and the investment community. In that role he also performed detailed valuation and capital planning financial analysis that informed the company’s strategic direction. Prior to that position, Mr. Patterson served as a financial analyst in U.S. Bank’s Financial Consulting Division/Planning & Forecasting Department. He is a Chartered Financial Analyst and holds an MBA from The Anderson School at UCLA and a bachelor’s degree in business & mathematics from Linfield College. Mr. Patterson serves on the Board of Trustees of Linfield College, where he is a member of the financial affairs and executive committees and chair of the investment committee.

Mr. Patterson was selected to serve as a director due to his experience in banking operations, perspective as an investor in financial institutions and finance expertise.

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Nancy D. Pellegrino, Director

Ms. Pellegrino joined the Board in October 2019. Ms. Pellegrino has more than 30 years of experience in the financial services, private banking, and wealth management industries. She served as a Managing Director and Regional CEO for Citi Private Bank from July 2010 through October 2013 and BNY Mellon Wealth Management from August 2000 through July 2010 where she served as Pacific Northwest President and Regional Director. She was also at Banc One Corp from June 1990 through June 2000, rising to the position of Senior Vice President and Regional Sales Director for the Midwest, prior to which she was a Vice President at Texas Commerce Bank Trust Company, which she joined in 1982. She also served on the Board of Directors of Puget Sound Bank from September 2014 until January 2018. Since her retirement from Citi Private Bank in 2013, Ms. Pellegrino is providing consulting services to individuals, teams and organizations drawing on her corporate and board leadership experience. She also serves on the boards of several nonprofit organizations, including the Fred Hutch Cancer Research Center Board of Ambassadors. She also has held numerous Board leadership positions for a number of non-profit organizations including Fred Hutchinson Cancer Research Center and Woodland Park Zoo, where she is currently Director Emeritus Ms. Pellegrino received her bachelor’s degree from Vanderbilt University in Fine Arts and is a graduate of the Northwestern University Graduate Trust School.

Ms. Pellegrino was selected to serve as a director because of her executive leadership, management and business experience in the financial services industry.

Douglas I. Smith, Director

Mr. Smith joined our Board in February 2012. Mr. Smith is a director of and has worked for Miller and Smith Inc., a privately held residential land development and home building company in metropolitan Washington, D.C. since 1992, and has served as its president since 2002. He is also the managing member of Miller and Smith LLC and Silent Tree Partners LLC, both of which invest in real estate development and management of those development projects. He has also been a board member of Home Aid Northern Virginia since 2001. Mr. Smith holds an MBA from Harvard Business School and a bachelor’s degree in economics from DePauw University.

Mr. Smith was selected to serve as a director because of his experience in the residential construction lending area as well as his experience in the home building and land development industries.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF EACH OF THE 9 DIRECTOR NOMINEES.

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SHAREHOLDER ENGAGEMENT

2021 Shareholder Outreach

At our 2021 annual meeting of shareholders, directors Nancy D. Pellegrino and James R. Mitchell, Jr. each received support from 97.2% of votes cast; director Jeffrey D. Green received support from 99.7% of votes cast; Scott M. Boggs received support from 96.4% of the votes cast; Mark R. Patterson received support from 99.5% of votes cast and Douglas I. Smith received support from 94.3% of votes cast.

For the “say-on-pay” vote approving our executive compensation, we received approval from 97.8% of votes cast (for and against). Based on this high approval rating and the feedback we received from our investors generally in 2021, we do not believe our shareholders have significant concerns about our executive compensation program.

We routinely provide opportunities for our shareholders to connect with our leadership team. In 2021, our Chief Executive Officer and Chief Financial Officer attended a number of investor and industry conferences where we were able to engage with active managers of hedge funds and mutual funds who are investors or potential investors in HomeStreet. We also routinely schedule ad hoc meetings with individual current or prospective investors.

Shareholder Interest in Environmental, Social and Governance Matters

Several of our larger investors have provided statements to the market and to their portfolio companies generally regarding matters relating to environmental, social and governance (“ESG”) matters in recent years. These have often focused on issues of diversity, equity and inclusion for boards of directors and senior management, concerns about addressing climate change and environmental issues and social justice and equality. While we have not engaged individually with our investors on these matters in any significant depth, we are aware of and actively considering the issues they have raised.

Our nominating and governance committee, the HRCG Committee, consistent with our Principles of Corporate Governance, continues to make diversity a priority in identifying and considering potential director candidates. In addition, in 2020 the Washington state legislature adopted a new law that applies to companies like ours that are incorporated in that state providing that at least 25% of our Board must be comprised of individuals who identify as women for our Board to be considered “gender diverse”, and if we do not have a gender diverse board for at least 270 days of any year, we will be required to provide discussion and analysis to our shareholders regarding the Board’s approach to developing and maintaining diversity on the Board.

We have also listened to concerns raised generally by investors and proxy advisory firms regarding environmental issues such as climate change and sustainability, and we are currently considering ways we can address those issues within our industry and operations. We have automated much of our loan processing in a way that allows for more electronic documentation to be used, reducing our reliance on paper loan documents, and are proud to have our headquarters located in a building that is LEED Platinum certified as well as five other locations that are certified LEED Platinum or LEED Gold. We currently do not have a means to track data on the environmental impact of our customers, which we believe is consistent with how other regional banks do business at this time. We will continue to engage with our shareholders on ideas to improve our awareness of and attention to these issues.

Over the past few years, we have seen a number of social issues, particularly around race and access, become prominent in our communities. We believe in investing in our communities to improve the lives of those who live there, and in 2021, as in prior years, made investments in organizations that provide assistance to historically underserved populations a prominent part of our community engagement. Our Community Relations, Diversity, Equity and Inclusion Director is responsible for developing, leading and implementing initiatives that have a measurable impact on diversity, equity and inclusion at HomeStreet. We also have in place a Culture Committee with a Diversity subcommittee made up of employees from a variety of ethnic backgrounds, job functions, and titles to identify ways to increase and promote opportunities for minorities within the company. Our goal is to offer opportunities to traditionally underrepresented members of our communities to advance through training, education, and mentoring. Our focus on these issues is not just internal, but also on our communities in which we do business. In 2021, we donated to non-profit organizations with a focus on career assistance, job training, and placement for minority, underserved and low-income populations in our markets.

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Ongoing Shareholder Engagement

We encourage all of our shareholders to reach out to us with questions or comments they may have regarding our Company. We maintain an investor relations website at ir.homestreet.com, and shareholders can reach our investor relations department by email at ir@homestreet.com; by phone at (206) 515-2291; and by mail at HomeStreet Inc., Attn: Investor Relations, 601 Union Street, Suite 2000, Seattle, WA 98101. 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.

18

CORPORATE GOVERNANCE

As a bank holding company, we believe it is important to foster an operating environment that articulates a strong focus on compliance and ethical standards, and our Board sets this tone from the top. Our Board is actively engaged in designing, monitoring and enforcing compliance with high governance standards. We discuss our most important corporate governance policies and practices below. Each of our corporate governance policies is reviewed by the committee responsible for that policy and the full Board at least annually, and more frequently if warranted.

Code of Ethics

The Board has established a code of ethics as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which applies to all HomeStreet directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller. A copy of our Code of Business Conduct and Ethics (“Code of Ethics”) is available on our website at http://ir.homestreet.com. We will post on our website any amendments to, or waivers (with respect to our principal executive officer, principal financial officer and principal accounting officer or controller) from, this Code of Ethics within four business days of any such amendment or waiver and, to the extent required by the listing standards of Nasdaq, by filing a Current Report on Form 8-K with the SEC disclosing such information. Among other things, the Code of Ethics addresses the following principles:

•        complying with laws and regulations;

•        prohibiting insider trading;

•        avoiding conflicts of interest;

•        avoiding questionable gifts or favors;

•        maintaining accurate and complete records;

•        treating others in an ethical manner;

•        maintaining integrity of consultants, agents and representatives; and

•        protecting proprietary information and proper use of assets.

Whistleblower Policy

In addition to our Code of Ethics, we maintain a whistleblower policy which is intended to provide guidance to employees, shareholders and others who may be aware of or concerned about potential violations of our Code of Ethics or other forms of misconduct and wish to report such concerns to our Ethics Compliance Officer, either directly or anonymously through our whistleblower hotline or website.

We have crafted our whistleblower policy to make clear our commitment to providing a confidential process by which individuals can raise questions and concerns about potential misconduct, including potential violations of law, regulation or Company policy, and report potential misconduct while strictly prohibiting any attempt by any director, officer or employee of the Company to identify whistleblowers or retaliate or attempt to retaliate against any whistleblower, anonymous or otherwise. Nothing in the policy is intended to prohibit or impede the reporting of alleged accounting irregularities or securities violations, or anything else covered by the Sarbanes-Oxley Act, the Dodd-Frank Act or any other applicable law directly to the SEC whether or not an initial report is made internally to the Company. The Company has also amended all of its severance agreements and confidentiality agreements with employees to provide similar assurances to employees and former employees.

We provide information on how to access our third-party whistleblower hotline, EthicsPoint, by telephone or through the Internet on both our internal human resources website and our external investor relations website at ir.homestreet.com.

At each regular meeting the Audit Committee discusses whistleblower reports, if any, with the Ethics Compliance Officer, including all new reports received since the last meeting, any ongoing whistleblower investigations, and the resolution of any closed investigation.

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Principles of Corporate Governance

The Company has adopted Principles of Corporate Governance, which are available on the Company’s website at http://ir.homestreet.com. Shareholders may request a free copy of the Principles of Corporate Governance at the address or phone number set forth above.

Director Independence

The Board has determined that, with the exception of Mark K. Mason, our Chairman of the Board and Chief Executive Officer, all of its members are “independent directors” as that term is defined in the listing standards of Nasdaq and, where applicable, the regulations adopted under Sections 10A and 10C of the Exchange Act. In the course of determining the independence of each nonemployee director, the Board considered the annual amount of HomeStreet’s sales to, or purchases from, any company where a nonemployee director serves as an executive officer as well as all other relevant facts and circumstances, including the director’s commercial, accounting, legal, banking, consulting, charitable and familial relationships.

Board Diversity

Our Principles of Corporate Governance include a commitment to diversity as a guideline for our director nomination process. In particular, the guideline provides that the HRCG Committee “will actively seek to include highly qualified women and individuals from minority groups in the pool of candidates from which nominees for director positions are chosen, and in choosing between equally qualified candidates will give extra weight to diversity of the candidates.” The HRCG Committee, which acts as our nominating committee, continues to consider diversity an important goal in Board refreshment, consistent with the diversity expectations we continue to hear from our shareholders in our engagement process and with the newly added requirement to the Washington Business Corporations Act requiring us to have a board that is comprised 25% by individuals who identify as women for a minimum of 270 days during the preceding year beginning January 1, 2022, or else provide our investors with a discussion and analysis of what the Company is doing to promote and maintain diversity on our Board.

In connection with our 2021 annual meeting of shareholders, the HRCG Committee and the Board considered the diversity of the Board as a whole and the diverse backgrounds and perspectives of each director nominee as one of several factors in its nomination process. Although our Board was not comprised of 25% of individuals who identify as women for a minimum of 270 days in 2021, we have, since January 2022, had a Board comprised of 30% of individuals who identify as women. The current composition of our Board reflects our ongoing commitment to diversity in the director nomination process.

Board Diversity Matrix (As of April 15, 2022): Total Number of Directors: 10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: GENDER IDENTITY
Directors	3	7	—	—
Part II: DEMOGRAPHIC BACKGROUND
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

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Board Assessment, Refreshment and Orientation Process

Each year, our Board undertakes a formal self-evaluation process during which all members are asked to identify their areas of strength and expertise. The HRCG Committee then aggregates this information into a report on the strength of the Board which includes, among other things, the skills matrix that we include in our proxy statement. This assessment process, and especially the skills matrix, allows the HRCG Committee to identify where there may be gaps in the overall skill set of the Board as a whole so that we can, if necessary, undertake a search for qualified candidates who not only have senior-management level experience in public companies, financial institutions and banking and fit the stated goals for diversity in our Principles of Corporate Governance, but can also help to broaden or deepen the skillset that we have on our Board.

In addition, our Principles of Corporate Governance provide that directors cannot stand for election to the Board after the age of 74. This age limit is intended to encourage board refreshment. Our Board believes it is in the best interests of our shareholders to refresh our Board membership on a regular basis by considering new director candidates who can bring a fresh or different perspective to the Board. We have heard from our shareholders that they also value regular Board refreshment measures. From time to time the Board will consider waiving the age limit based on: (1) our Board evaluation process; (2) whether the limit waiver inhibits or prevents a broad range of director tenures; (3) whether the limit waiver would disadvantage independent directors compared to non-independent directors; and (4) whether the limit waiver is applied evenly, and not in a prohibited discriminatory manner.

Since January 2018, we have added six new directors to the Board, Mr. Patterson, Ms. Cavanaugh, Ms. Pellegrino, Mr. Mitchell, Mr. Green and Ms. Harrell, and five directors have left the Board. Ms. Harrell, who was appointed to the Board in January 2022, was initially recommended for appointment to the Board by Mr. Mason, vetted by the HRCG Committee and subsequently appointed by the Board following a thorough due diligence process.

While board refreshment is important to bring new perspectives, our Board has also implemented a formal onboarding and orientation process for new directors in order to maintain continuity and bring new directors up to speed with the Company’s operations, corporate governance practices and overall strategy. The orientation is designed to help new directors contribute fully to their governance work on the Board as early in their tenure as possible. As a result of the process, directors are expected to understand: (1) their roles and responsibilities and time commitment to their governance work; (2) the current goals, opportunities and challenges facing the Company; (3) major lines of business and the key leaders; (4) key initiatives and overall business strategy; (5) the Company’s stakeholders; (6) how the directors’ own background, knowledge and skillsets can contribute to the Board’s work and the Company’s goals; (7) the background, knowledge and skillsets of each of the other directors and key leaders of the Company; (8) how Board decisions are made; and (9) the Company’s formal governing policies and practices. The onboarding and orientation process involves several meetings with the CEO, the lead independent director, standing committee chairpersons, a Board mentor, key executives including the general counsel and other staff members. These meetings cover a broad array of topics including the strategic plan and planning process; the Company’s vision values goals and culture; the Company’s recent successes and challenges; charters of the Company, its principal subsidiaries and various committees; Board and executive compensation details and philosophies; recent CEO performance reviews; executive leadership and succession planning; organization charts; biographies; Board development and training. Copies of key Board documents are scheduled and provided in hard copy or by electronic access to each new member.

Board Leadership Structure

Our Board believes that it is in the best interests of the Company and its shareholders for the Board to retain discretion to determine whether to separate the roles of Chairman of the Board and CEO based upon varying circumstances, and the majority of our shareholders have supported this approach, voting against a proposal to require the separation of those roles at our 2019 annual shareholder meeting. The Board is currently chaired by Mr. Mason, our CEO, who is subject to re-appointment as Chairman of the Board each year by the Board. Our Principles of Corporate Governance provide that if the Chairman of the Board is an executive of the Company, the independent directors shall elect a Lead Independent Director.

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The Company’s Bylaws and Principles of Corporate Governance provide a clear description of the role of the Lead Independent Director: the Lead Independent Director is responsible for presiding over all executive sessions of independent or non-management directors, and in the absence of the Chairman of the Board, presiding over shareholder meetings and Board meetings; serves as the liaison between the Chairman and the independent directors; meets with the Chairman prior to all Board Meetings to review and discuss the agenda; and has the right to approve meeting agendas, meeting schedules and other information sent to the Board. The Lead Independent Director also serves as the primary point of contact (through the Corporate Secretary) for shareholders wishing to engage with the Board.

The Board maintains a Lead Independent Director to facilitate discussion, coordinate and reflect the views of the independent directors and, most importantly, to ensure that the Company’s governance practices are aligned in the best interests of all shareholders. Mr. Voss was appointed Lead Independent Director by the independent directors of the Board in 2018 and currently serves in that role. The Board reviews the appointment of our Lead Independent Director position each year.

The Board believes that this leadership structure provides balance and currently is in the best interests of the Company and its shareholders. The role given to the Lead Independent Director helps to ensure a strong, independent and active Board, while Mr. Mason serving as the Chairman of the Board enables the Company and the Board to continue to benefit from his skills and expertise, including his extensive knowledge of the Company and its industry and his experience successfully navigating the Company through both strong and challenging periods.

The following table illustrates how responsibilities are delegated between the CEO and the Lead Independent Director:

Responsibility	Chairman/Chief Executive Officer	Lead Independent Director
Board Meeting	•   Authority to call full meetings of the Board •   Presides over meetings of the full Board	•   Attends full meetings of the Board •   Presides over meetings of independent directors and non-management directors •   Briefs Chairman on issues arising from executive sessions •   Presides over meetings of the Board in the absence of the Chairman
Agenda	•   Primary responsibility for shaping Board agendas, consulting with the Lead Independent Director	•   Collaborates with Chairman to set Board agenda and provide Board with information •   Approves agenda and meeting schedules to be sent to the Board
Board Communications	•   Communicates with all directors on key issues and concerns outside Board meetings	•   Facilitates discussion among independent directors on key issues and concerns outside Board meetings, including contributing to the oversight of the Chairman and management succession planning
Shareholder Communications	•   Primary spokesperson for the Company in communications to shareholders	•   Serves as liaison for shareholders who wish to communicate with the Board (such communications to be sent through the Corporate Secretary)

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Board Role in Risk Oversight

The Board, together with its committees and senior management, has oversight of our risk management framework and is responsible for helping to ensure that our risks are managed in a sound manner. The Board’s principal responsibility in this area is to oversee an enterprise-wide approach to risk management and ensure that sufficient resources, with appropriate technical and managerial skills, are provided throughout the Company to identify, assess and facilitate processes and practices to address material risks. We believe that the current leadership structure enhances the Board’s ability to fulfill this oversight responsibility, as the Chairman, in his role as CEO, is able to focus the Board’s attention on the key risks we face.

In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the Enterprise Risk Management (“ERM”) Committee, and the HRCG Committee. The Audit Committee reviews and discusses with management significant financial and non-financial risk exposures and the steps management has taken to monitor, control and report such exposures. The ERM Committee oversees and assesses the adequacy of the Company’s risk management framework, monitors compliance with the Board-approved risk appetite measures and other key risk measures and oversees management of key risks not overseen by other committees of the Board, including legal, compliance and operational risks, information technology, information security and cybersecurity risks. The HRCG Committee oversees management of risks relating to the Company’s governance, compensation plans and programs. The Audit Committee, the ERM Committee and the HRCG Committee report to the Board as appropriate on matters that involve specific areas of risk that each committee oversees, and with the Board, each committee periodically discusses with management the Company’s policies with respect to risk assessment and risk management. The board of directors of our primary subsidiary, HomeStreet Bank, also oversees certain risks specific to HomeStreet Bank, including credit, liquidity, interest rate and price risk, through various committees of the HomeStreet Bank board, including credit and finance committees.

Environmental, Social and Governance Matters

ESG Oversight

At the Board level, in 2021, we amended the charter of the HRCG Committee to consolidate and include within the HRCG Committee’s purpose, duties and responsibilities oversight of our ESG programs, policies and practices. The HRCG Committee’s oversight of our ESG programs, policies and practices includes oversight of any climate-related programs, policies and practices, unless delegated to another committee of the Board. The HRCG Committee’s specific duties and responsibilities with respect to ESG include monitoring and evaluating the Company’s programs, policies and practices relating to ESG issues and making recommendations to the Board regarding the Company’s overall strategy with respect to ESG matters. In addition, in 2021, we established an ESG Management Steering Committee comprised of senior management members including the Chief Executive Officer. The purpose of the ESG Management Steering Committee is to assist the HRCG Committee in fulfilling its oversight responsibilities with respect to ESG matters, which oversight responsibilities include oversight of climate-related matters, unless delegated to another committee of the Board. We intend to continue to examine the ESG topics that are most relevant to our business as we advance our ESG strategy.

Human Capital Management

A commitment to fairness, honesty, integrity and community service are core values of the Company. As part of this commitment to our core values, HomeStreet holds regular meetings of a diverse group of employees who make up our Culture Committee. The Culture Committee has identified five key values built on specific behaviors that bring our values to life — a focus on customers, collaboration as one team, delivering excellence, embodying a spirit to serve the communities that we are in, and being engaged in our work in a manner that can be described as “all in.” In 2021, the Culture Committee launched an employee sentiment survey and developed tools to allow for all employees to take advantage of mentorship through a new mentor-mentee program. Furthermore, led by our Director of Diversity, Equity and Inclusion, the Committee launched a program to support employee resource groups. Employee resource groups are voluntary, employee-led groups whose aim is to foster a diverse, inclusive workplace aligned with HomeStreet’s mission and values which provide networking and professional development opportunities, community service events, and introductions to community groups.

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As part of our goal of providing high-quality banking and financial services to our customers while creating a positive impact in the local communities in which we do business, we designed our total rewards program with the intention of attracting and retaining highly qualified employees. We use a mix of base salary, cash-based short-term incentive plans and defined contributions to the 401(k) plans for participating employees to incentivize our employees classified as exempt employees, and also provide equity-based long-term incentive compensation for members of the management team who are senior vice president and above. Employee performance is considered, evaluated and discussed through quarterly performance check-ins between manager and direct report, while those employees eligible for short-term annual incentives also have an annual performance review. Our non-exempt employees are paid hourly wages with overtime benefits along with defined contributions to the 401(k) plan for participating employees. We have a variety of group benefit programs designed to provide our employees with health and wellness benefits; financial benefits in the event of planned or unplanned expenses, or losses relating to illness, disability, death; retirement benefits; and programs to deal with job-related or personal problems.

As part of our employee development program, we provide a variety of training and educational opportunities to help our employees stay current on regulatory compliance issues and develop their professional skills. We use an online learning management system to create, assign and track compliance and professional development learning programs across many topical areas such as banking, mortgage and regulatory education, technology training, public speaking and proactive communication, and development of strong customer relationship and customer service skills.

Diversity, Equity and Inclusion

HomeStreet is an equal opportunity employer committed to a diverse workplace with employees from a wide range of backgrounds. We recognize that diverse organizations are more likely to have employees with increased job satisfaction, higher levels of trust and greater engagement, which in turn translates to a greater capacity for customer service. We focus on recruiting, retaining and promoting employees from different backgrounds and who are generally representative of the people in our communities. By doing so, we believe we are better able to serve our customers and understand their financial services needs and goals. We discuss and disclose aspects of our Board diversity above.

HomeStreet has established a Diversity Committee as a sub-committee of the Culture Committee and which is made up of employees from a variety of ethnic backgrounds, job functions, and titles to identify ways to increase and promote opportunities for all employees within the company. The Diversity Committee works with management to identify and promote practices that will help us achieve these diversity goals. We also promote policies, practices and training to combat harassment, discrimination, retaliation, or disrespectful or other unprofessional conduct based on an individual’s identity, including sex, gender, sexual orientation, race, religion, color, ancestry, physical disability, mental disability, age, marital status and more.

Employee Community Involvement

HomeStreet is committed to our communities, and as part of that commitment we support the active involvement of our employees in supporting their communities. Employees are given time off to volunteer for community organizations, and where employees make a substantial commitment of time to a particular organization, HomeStreet offers an additional financial contribution to those organizations in recognition of the commitment of our employees. We also create active partnerships with hundreds of local organizations, and our employees provide leadership, educational support, hands-on service, expertise, and financial support to those organizations. We focus primarily on organizations within the scope of the Community Reinvestment Act — those that provide support for housing, basic needs, and economic development for those of low and moderate income. Our senior management also helps to educate our employees on the importance of our community responsibility focus and strategies.

Environmental Sustainability

As part of its oversight responsibilities, HomeStreet’s ESG Management Steering Committee plans to examine and assess potential environmental sustainability measures and initiatives, including certain climate-related measures and initiatives, such as greenhouse gas emission measurement and reduction, water use and conservation, waste generation and recycling, and energy efficiency measures. To address these potential measures and

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initiatives effectively and efficiently, HomeStreet’s ESG Management Steering Committee has formed a Climate and Environment Working Group that includes members from the supply chain and facilities departments. The Climate and Environment Working Group is responsible for the implementation of HomeStreet’s overall strategy with respect to environmental sustainability matters, including certain climate-related matters, with direction and oversight provided by the ESG Management Steering Committee.

Leadership Response to COVID-19 Pandemic

Employee safety is a priority, and we promote workplace safety in many ways. Early in the pandemic, we designed and adopted HomeStreet’s Social Distancing Policy and COVID-19 Sanitation Measures which were based on US Department of Labor Occupational Safety and Health Administration Guidance on Preparing Workplaces for COVID-19, the Center for Disease Control (“CDC”) guidance, the President’s Coronavirus Guidelines for America and orders and guidance from state and local authorities. The Department of Homeland Security has designated the financial services sector as a Critical Infrastructure Sector, and, as a bank, HomeStreet continued to carry out its responsibilities and provide financial services to our customers and communities. In doing so, we make the safety of our employees, customers and communities where we serve, a priority. Our policy applies to all HomeStreet locations in the several states where we do business.

The COVID-19 pandemic threat continued throughout 2021 while federal, state and local governments implemented or attempted to implement manifold policy changes around indoor, outdoor, and workplace safety. We enhanced protections for our employees in the form of masks, gloves, deep cleanings, paid COVID time off, and at-home COVID test kits, as we continued to encourage employees to stay home when not feeling well. We also continued to facilitate work from home capabilities for a large portion of our workforce and supported a hybrid or fully-remote working model for those whose jobs were not dependent on being customer-facing. We continued the use of barriers and specialized safety protocols to limit exposure for our employees who work face-to-face with customers. To encourage and then monitor the variable around vaccination and booster shot status, we implemented a tracking process within our Human Resources Information System to enable employees to voluntarily enter their status. HomeStreet offered wellness credits as an incentive to vaccinate and achieved a company-wide vaccination status of greater than 80%. Our crisis management team continued to meet regularly to discuss changes to and maintain ongoing specialized during the year to discuss changes and to maintain ongoing specialized safety standards and protocols as part of our social distancing and a phased return to the workplace plan.

Information Security Risks

The Board oversees the Company’s cyber risk management program through the ERM Committee which is tasked with oversight of risk issues, including cybersecurity and information security risks, and is comprised entirely of independent directors. Our Chief Information Officer and Chief Technology and Security Officer, who oversees our information security program and our vendor management program, have led the way to develop programs and policies to address and respond to the threat of security breaches and cyberattacks in order to protect and preserve the confidentiality, integrity and continued availability of all information owned by, controlled by or in possession of the Company and our vendors, including both the Company’s sensitive and confidential information and the information of our customers, employees and affiliates. These programs and policies are reviewed and updated on a regular basis, and the implementation of such programs and policies is overseen by those officers along with our Information Security Program Office.

Certain of these programs and policies address incident response processes, including a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. The ERM Committee receives quarterly reports from the Chief Information Officer, the Chief Security and Technology Officer and Chief Risk Officer as well as interim reports on large scale cybersecurity events and the impact, if any, on the Company. The Board and the ERM Committee also periodically receive updates about the results of exercises and response readiness assessments led by internal staff as well as outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The ERM Committee regularly briefs the full Board on these matters, and the full Board also receives periodic briefings on cyber threats in order to enhance our directors’ literacy on cyber issues.

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The ERM Committee has engaged a cybersecurity expert to work closely with the ERM Committee to independently review our cybersecurity-related policies and processes, provide training and advice on cybersecurity and information security matters, and materials provided by the consultant are often provided to the full Board to better inform all directors on matters of cybersecurity and information security risks. All of our employees also receive periodic training in cybersecurity and information security risk management and mitigation through required corporate training courses, and ongoing phishing exercise. We maintain an additional insurance policy to help defray the potential costs of a cybersecurity incident, were one to occur.

Employee Compensation Risks

HomeStreet’s management and the HRCG Committee have assessed the risks associated with our compensation policies and practices for all employees, including non-executive officers. Based on the results of this assessment, we do not believe that our compensation policies and practices for any employees, including non-executive officers, create excessive risks or risks that are reasonably likely to have a material adverse effect on HomeStreet.

Board Meetings and Committees

During the year ended December 31, 2021, the Board held sixteen meetings. Each of our directors attended or participated in 75% or more of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which that director served during the past fiscal year.

The Board has four standing committees: an Executive Committee, an Audit Committee, an ERM Committee and an HRCG Committee.

2021 Committee Memberships of Directors of HomeStreet, Inc.

Director	Executive Committee	Audit Committee	HRCG Committee	ERM Committee
Mark K. Mason, Chairman	Chair
Scott M. Boggs	ü	ü		ü
Sandra A. Cavanaugh			ü	Chair
Jeffrey D. Green		Chair	ü
James R. Mitchell, Jr.		ü	ü
Mark R. Patterson	ü			ü
Nancy D. Pellegrino			ü	ü
Douglas I. Smith		ü	Chair
Donald R. Voss	ü	ü		ü

Executive Committee

The Executive Committee is composed of at least three members of the Board, a majority of whom are required to be and are independent directors as determined by the Board. The Chairman of the Board serves as the Chair of the committee. The Executive Committee is delegated authority to act on behalf of the Board on certain matters that are not otherwise delegated to another committee of the Board in between regularly scheduled Board meetings. The Executive Committee is not authorized to take any action that cannot be delegated by the Board under Washington law and is also expressly not authorized to adopt any agreement for merger or consolidation, recommend to shareholders the sale, lease or exchange of all or substantially all of the Company’s assets, recommend a dissolution of the Company (or the revocation of a dissolution) to the shareholders, amend the Bylaws, elect officers, fill vacancies on the Board, declare a dividend, or authorize the issuance of stock (other than pursuant to specific delegation from the Board where the Board has already approved the issuance and the Executive Committee is approving certain details of the issuance), all of which are expressly reserved to the full Board.

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Audit Committee

Our Audit Committee is composed solely of independent directors as required by Nasdaq corporate governance standards, and each of the members of the Audit Committee meets the independence requirements set forth in all applicable Nasdaq corporate governance standards, including independence requirements for audit committee members, and Rule 10A-3 under the Exchange Act. The Board has determined that each of Mr. Boggs and Mr. Green is qualified as an “audit committee financial expert.”

Our Board has adopted a written Audit Committee charter that meets the requirements of the applicable Exchange Act rules and the applicable Nasdaq corporate governance standards. A copy of this charter is available on our website at http://ir.homestreet.com. Among other things, the Audit Committee charter requires the Audit Committee to:

•        oversee the financial reporting process on behalf of our Board, review and discuss the audited financial statements, including significant financial reporting judgments, with management and the Company’s auditors and report the results of its activities to the Board;

•        be responsible for the appointment, retention, compensation, oversight, evaluation and termination of our auditors and review the engagement and independence of our auditors;

•        review and approve non-audit services of our independent registered public accounting firm, including a reconciliation of fees actually paid for non-audit services as compared to fees previously approved for such services;

•        review the adequacy of our internal accounting controls and financial reporting processes;

•        approve and monitor our internal audit plans and policies;

•        review the performance compensation and independence of our Chief Audit Officer; and

•        annually evaluate the performance of the Audit Committee and assess the adequacy of the Audit Committee charter.

The Audit Committee held eight meetings during the last fiscal year.

Enterprise Risk Management Committee

The membership of the ERM Committee is limited to persons who meet the independence standards established by Nasdaq corporate governance rules and is currently comprised solely of independent directors as defined by such rules. The ERM Committee of the Company meets jointly with the ERM Committee of HomeStreet Bank, and together they oversee and assess the adequacy of the Company’s tolerance and management of key enterprise-wide risks, including credit, interest rate, liquidity, price, operational, compliance/legal, strategic and reputational risks. The ERM Committee is also responsible for monitoring the Company’s risk profile and exposure to various types of risks, including cybersecurity and information security risks, as well as reviewing management’s adherence to the Company’s established risk management policies and benchmarks. As with other committees of the Company, the ERM Committee is authorized to hire such independent experts as the committee may deem necessary or appropriate, and at present engages a cybersecurity and information security expert to help with oversight and assessment of the Company’s risks in those areas. The ERM Committee is required to meet at least quarterly.

The Board has adopted a written ERM Committee charter, a current copy of which is available on our website at http://ir.homestreet.com. Among other things, this charter requires the ERM Committee to:

•        recommend risk appetite and tolerances for risk for the Company and its subsidiaries to be approved by the Board;

•        review and approve the Company’s enterprise risk assessments prepared in connection with the Company’s strategic plan including its capital plan;

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•        monitor the Company’s risk profile and ongoing and potential exposure to material risks of various types, including monitoring the Company’s overall capital adequacy and capacity within the context of the approved risk limits and actual results;

•        provide a forum for evaluating and integrating risk issues, processes and events arising within the Company and its subsidiaries;

•        coordinate with various Board committees a discussion of the Company’s significant processes for risk assessment, risk management and actions taken by management to monitor, control and remediate risk exposures;

•        oversee compliance and fair lending practices, including:

•        review regulatory examinations and reports;

•        monitor the implementation of any corrective action agreed to under regulatory examination reports;

•        review and approve the Company’s Compliance Management System, Fair Lending Policy and Bank Secrecy Act (“BSA”) Policy;

•        appoint the Chief Compliance Officer, Fair Lending Officer and BSA Officer; and

•        monitor the implementation of changes in significant regulations and the impact of such changes upon the Company’s significant risks;

•        oversee information technology, information security and physical security practices, including:

•        reviewing reports from management on technology and security risks, including cyber risks; and

•        appointing the Chief Security Officer and Chief Information Security Officer;

•        review and approve, at least annually, risk related policies; and

•        review the performance, compensation and independence of the Chief Risk Officer.

The ERM Committee held 4 meetings during the last fiscal year.

Human Resources and Corporate Governance Committee

The HRCG Committee acts as both our nominating and corporate governance committee and our compensation committee. The HRCG Committee has the authority to establish and implement our corporate governance practices, nominate individuals for election to the Board, evaluate and set compensation with respect to our directors and executive officers and oversee issues related to management of human capital resources, among other things. Beginning in 2021, the HRCG Committee received reports from the Company’s Community Relations and Diversity Equity & Inclusion Officer at least two times a year to increase oversight of and involvement in the management of our human capital resources.

Although the HRCG Committee receives input from our Chief Executive Officer, executive leadership and the HRCG Committee’s independent compensation advisor, the HRCG Committee makes its own independent determinations regarding executive officer compensation. The HRCG Committee is composed solely of independent directors under Nasdaq corporate governance rules, each of whom has also been determined to be independent pursuant to Rule 10C-1(b)(1) of the Exchange Act describing independence standards relating to members of the compensation committee.

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Our Board has adopted a written charter for the HRCG Committee that satisfies the applicable standards of Nasdaq Corporate Governance rules as to both compensation and nominating committee requirements. A copy of this charter is available on our website at http://ir.homestreet.com. Among other things, this charter calls upon HRCG Committee to:

•        develop and recommend to the Board criteria for identifying and evaluating candidates to become Board and committee members;

•        identify, review the qualifications of, and recruit candidates for election to the Board;

•        assess the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board and appointment to one or more committees of the Board;

•        function as a compensation committee for the purpose of Nasdaq Listing Rule 5605(d);

•        select and recommend to the Board director nominees for election or reelection to the Board at 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 of such principles;

•        make recommendations to the Board concerning the structure, composition and functioning of the Board and its committees;

•        review and assess the channels through which the Board receives information, and the quality and timeliness of the information received;

•        oversee the evaluation of the Board and its committees;

•        review and recommend changes as appropriate to the Board in the Code of Ethics, and biannually review this code;

•        review and oversee the Company’s overall compensation structure, philosophy, policies, benefit plans and programs (including for directors and management) and assess whether the Company’s compensation structure establishes appropriate incentives for management and employees;

•        review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the independent directors the CEO’s compensation level based on this evaluation. The CEO cannot be present during any voting or deliberations by the HRCG Committee on his or her compensation;

•        oversee the evaluation of Bank executive officers and set the compensation of such officers;

•        review, approve and recommend to the Board employment agreements and severance agreements for executive officers, including change-in-control provisions, plans or agreements; and

•        review succession plans relating to positions held by executive officers and make recommendations to the Board regarding the selection of individuals to fill these positions.

The HRCG Committee charter allows the committee to delegate its duties and responsibilities related to compensation, nomination and corporate governance to a subcommittee of the HRCG Committee that consists of not less than two members of the HRCG Committee.

The HRCG Committee held seven meetings during the last fiscal year. The HRCG Committee Report is included in this Proxy Statement.

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Interaction with Consultants

Pursuant to its charter, the HRCG Committee has the sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant. The Company has provided appropriate funding authority to the HRCG Committee to do so.

The HRCG Committee retains Pearl Meyer & Partners (“Pearl Meyer”) as its independent executive compensation consultant. None of the Company’s management participated in the HRCG Committee’s decision to retain Pearl Meyer. Pearl Meyer reports directly to the HRCG Committee and the HRCG Committee may replace Pearl Meyer or hire additional consultants at any time. Pearl Meyer attends meetings of the HRCG Committee, as requested, and communicates with the Chair of the HRCG Committee between meetings; however, the HRCG Committee makes all decisions regarding the compensation of the Company’s executive officers.

Pearl Meyer provides various executive compensation services to the HRCG Committee with respect to HomeStreet’s executive officers and other key employees pursuant to a written consulting agreement with the HRCG Committee. The services Pearl Meyer provides under the agreement include advising the HRCG Committee on the principal aspects of HomeStreet’s executive compensation program and evolving best practices given the Company’s particular circumstances, and providing market information and analysis regarding the competitiveness of HomeStreet’s program design and HomeStreet’s award values in relationship to its performance.

The HRCG Committee regularly reviews the services provided by its outside consultants and believes that Pearl Meyer is independent in providing executive compensation consulting services. The HRCG Committee periodically monitors the Company’s relationship with Pearl Meyer with regard to, among other things, the requirements of Nasdaq rules related to the selection and assessment of conflicts of interest pertaining to compensation consultants, and determined that Pearl Meyer’s work for the HRCG Committee did not raise any conflicts of interest.

Human Resources and Corporate Governance Committee Interlocks and Insider Participation

None of the members of the HRCG Committee served as an officer or employee of the Company during fiscal year 2021 or any of the three previous years or has had any relationships or participated in any related party transactions that are required to be disclosed under the rules of the SEC. During fiscal year 2021, none of our executive officers served on the board of directors or compensation committee of any company where one of that company’s executive officers served as one of our directors.

Process for Recommending Candidates for Election to the Board of Directors

The HRCG Committee is responsible for, among other things, determining the criteria for membership to the Board and recommending candidates for election to the Board. It is the policy of the HRCG Committee to consider recommendations for candidates to the Board from shareholders. Shareholder recommendations for candidates to the Board must be directed in writing to HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101, Attention: General Counsel and Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years and evidence of the nominating person’s ownership of the Company’s common stock. Such recommendations must also include a statement from the recommending shareholder in support of the candidate, particularly within the context of the criteria for Board membership, including issues of 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 candidate’s willingness to serve. Nominees for our Board must also meet any approval requirements set forth by our regulators.

The HRCG Committee regularly reviews the current composition and size of the Board. The HRCG Committee’s criteria and process for evaluating and identifying the candidates that it recommends to the full Board, for selection as director nominees are as follows:

•        In its evaluation of director candidates, including the members of the Board eligible for re-election, the HRCG Committee seeks to achieve a balance of knowledge, experience and capability on the Board and considers (1) the current size and composition of the Board and the needs of the Board and the

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respective committees of the Board, (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 other factors as the HRCG Committee may consider appropriate.

•        In addition to the criteria listed above, the Board and HRCG Committee have made a commitment to diversity on the Board a priority. In 2017, the Board amended our Principles of Corporate Governance to include a mandate that the HRCG Committee actively seek to include highly qualified women and individuals from minority groups in the pool of candidates from which nominees for director positions are chosen, and in choosing between equally qualified candidates to give extra weight to the diversity of the candidates.

•        While we have not established specific minimum qualifications for director candidates, we believe that candidates and nominees must reflect a Board 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 understanding of the Company’s business in particular, (4) have qualifications that will increase the overall effectiveness of the Board and (5) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members.

•        With regard to candidates who are properly recommended by shareholders or by other means, the HRCG Committee will review the qualifications of any such candidate, which review may, in the HRCG Committee’s discretion, include interviewing references for the candidate, direct interviews with the candidate, requesting additional information to be shared with our regulators or other actions that the HRCG Committee deems necessary or proper.

•        In evaluating and identifying candidates, the HRCG Committee has the authority to retain and terminate any third-party search firm that is used to identify director candidates and has the authority to approve the fees and retention terms of any search firm.

•        The HRCG Committee will apply these same principles when evaluating Board candidates who may be elected initially by the full Board to fill vacancies or add additional directors prior to the annual meeting of shareholders at which directors are elected.

•        After completing its review and evaluation of director candidates, the HRCG Committee recommends the director nominees to the full Board.

Attendance at Annual Meetings of Shareholders by the Board of Directors

HomeStreet does not have a formal policy regarding attendance by members of the Board at our annual meeting of shareholders. However, we encourage directors to attend. All nine of our directors then serving on our Board virtually attended our 2021 annual meeting of shareholders.

Insider Trading Policy and Rule 10b5-1 Trading Plans

HomeStreet has an insider trading policy that prohibits, among other things, short sales, hedging of stock ownership positions and transactions involving derivative securities relating to our common stock. The Company does not undertake any obligation to report Rule 10b5-1 trading plans that may be adopted by any of its officers and directors in the future, or to report any modifications or terminations of any publicly announced plan, except to the extent required by law.

Contacting the Board of Directors

Our Board of Directors has adopted the HomeStreet, Inc. Shareholder Engagement Practices and Procedures, a copy of which can be found on our investor relations website: http://ir.homestreet.com. Shareholders who desire to contact our non-employee directors may do so by writing HomeStreet’s Corporate Secretary at HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101 or by sending an email to corporatesecretary@homestreet.com.

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Our Corporate Secretary receives these communications unfiltered by HomeStreet, forwards communications to the appropriate committee of the Board or non-employee director and facilitates an appropriate response. The Board will generally respond, or cause the Company to respond, in writing to bona fide communications from shareholders addressed to one or more directors. The Corporate Secretary will not forward spam, junk mail, mass mailings, customer complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate materials to the Board or any directors. Correspondence relating to certain of these matters such as customer issues may be distributed internally for review and possible response.

Please note that requests for investor relations materials should be sent to ir@homestreet.com.

Director Compensation

Non-Employee Director Compensation

All directors of the Company also serve as directors of HomeStreet Bank. We believe that our overall non-employee director compensation program is reasonable and appropriate based on our review of Peer Group financial institution data and the data provided by Pearl Meyer, the HRCG Committee’s outside compensation consultant.

For 2021, our non-employee directors were paid an annual retainer of $90,000, with a minimum of 50% of that fee being paid in fully vested stock (subject to any individual director’s election to receive more of the fees in fully vested stock, up to 100% of all fees). Committee chairs of the HRCG Committee, Audit Committee and ERM Committee earned an additional $15,000 annual retainer. Chairs of the Bank’s Finance Committee and Credit Committee earned an additional $10,000 annual retainer. The Lead Independent Director received an additional annual retainer of $30,000. Each non-employee director also earned a fee of $500 per committee meeting attended for all committees (or $250 in the case of short, telephonic meetings) other than the Executive Committee. Members of the Executive Committee were paid an additional annual retainer of $10,000 for their service on that committee in lieu of per-meeting fees.

In each case, annual retainer fees (including the retainer for membership on the Executive Committee) are paid one-half in cash and one-half in fully vested stock, subject to any individual director’s election to receive more than 50% of such fees in stock (up to 100%). Meeting fees are paid in cash, subject to any individual director’s election to receive any portion of such fees in fully vested stock (up to 100%). Directors are also able to elect to receive some or all of their stock compensation in the form of fully vested deferred stock awards that are settled upon the termination of their service on the Board or at another future date of the director’s choosing. All fees are paid on a quarterly basis, and fees that are paid in fully vested stock or deferred stock awards are granted under the 2014 Plan. The number of shares or deferred stock awards granted in 2021 was determined based on dividing the amount of fees to be paid by the average price of the Company’s common stock over the prior 20 trading days. We believe this approach reduces volatility in award levels based on daily stock price fluctuations.

Director Stock Ownership Guidelines

Our Principles of Corporate Governance contain stock ownership guidelines pursuant to which each non-executive director is expected to own shares of the Company’s common stock totaling at least three (3) times the annual retainer fee, valued at the closing price of the common stock on the date of acquisition, (the “Minimum Ownership Level”) at all times from and after the third anniversary of such director’s appointment or election to the Board until the end of such director’s service to the Company as a director. Directors are not required to acquire additional stock to increase their holdings to the Minimum Ownership Level in the event of a decline in the stock value. However, if a sale or other transfer from a director’s account results in the director owning less than the Minimum Ownership Level in shares of the Company’s common stock, the director is then required to re-establish his or her Minimum Ownership Level. Stock received by non-executive directors as part of their director compensation may be counted toward the accumulation of the Minimum Ownership Level. As of April 1, 2022, all directors who have been on the Board for three years or more are in compliance with our stock ownership guidelines, measured based on the annual retainer fee paid to directors in 2021.

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Compensation for Employee Directors

Employee directors do not receive compensation for serving on our Board. Accordingly, Mark K. Mason, who serves as Chairman and is an executive of the Company, is not paid any additional retainer or compensation for his services as a director and Chairman.

2021 Director Compensation Table

The following table shows the compensation earned by our non-employee directors for 2021.

Name	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3),(4)	All Other Compensation ($)	Total ($)
Scott M. Boggs	62,435	52,686	—	115,121
Sandra A. Cavanaugh	60,000	52,500	—	112,500
Jeffrey A. Green	58,689	49,190	—	107,879
James R. Mitchell, Jr.	56,750	45,000	—	101,750
Mark R. Patterson	63,250	55,000	—	118,250
Nancy D. Pellegrino	52,500	45,000	—	97,500
Douglas I. Smith	64,250	52,500	—	116,750
Donald R. Voss(1)	80,250	70,000	—	150,250

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(1)      Stock Award consists of fully vested deferred stock units that will be settled for shares of HomeStreet upon termination of service as a director.

(2)      The following directors elected to receive all or a portion of their cash fees in stock (either fully vested stock grants or fully vested deferred stock units): Mr. Green, $49,190; Ms. Pellegrino, $52,500; and Mr. Smith, $64,250.

(3)      The amounts shown represent the aggregate grant date fair value for the stock awards granted in fiscal 2021.

(4)      Stock awards granted to non-employee directors in fiscal 2021 consist of (a) shares of common stock granted quarterly to our non-employee directors as part of their individual annual retainer or (b) deferred stock units that settle on the earlier of a date chosen by the director electing to receive such deferred stock units or the date such director ceases service on the Board.

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EXECUTIVE OFFICERS

The names of the executive officers of HomeStreet and its wholly owned subsidiary HomeStreet Bank, their ages, their positions with the Company and HomeStreet Bank and other biographical information as of April 1, 2022 are set forth below, except for the biographical information for Mr. Mason, which is included under “Proposal 1 — Election of Directors” on page 12 of this Proxy Statement. There are no family relationships among any of our directors or executive officers.

Name	Age	Position at HomeStreet	Position at HomeStreet Bank
Mark K. Mason	62	Chairman, Chief Executive Officer, President	Chairman, Chief Executive Officer, President
John M. Michel	62	Executive Vice President, Chief Financial Officer	Executive Vice President, Chief Financial Officer
William D. Endresen	67		Executive Vice President, Commercial Real Estate and Commercial Capital President
Erik D. Hand	56		Executive Vice President, Residential Lending Director
Darrell S. van Amen	56	Executive Vice President, Chief Investment Officer & Treasurer	Executive Vice President, Chief Investment Officer & Treasurer
Godfrey B. Evans	68	Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary	Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary
Troy D. Harper	54	Executive Vice President, Chief Information Officer	Executive Vice President, Chief Information Officer
Jay C. Iseman	62	Executive Vice President, Chief Credit Officer	Executive Vice President, Chief Credit Officer
Paulette Lemon	66		Executive Vice President, Retail Banking Director
Mary L. Vincent	63	Executive Vice President, Chief Risk Officer	Executive Vice President, Chief Risk Officer
David Parr	51		Executive Vice President, Director of Commercial Banking

John M. Michel, Executive Vice President, Chief Financial Officer of HomeStreet, Inc. and HomeStreet Bank.    Mr. Michel joined HomeStreet in May 2020 as our Executive Vice President, Chief Financial Officer. His duties include the management of treasury, financial reporting, management reporting, financial planning, and tax. Prior to joining HomeStreet, Mr. Michel had over 25 years of experience as a chief financial officer or senior finance officer at financial institutions and specialty finance companies, including most recently as Chief Financial Officer of First Foundation, Inc., from 2007 through 2020. Prior to his tenure in such roles, he was a senior manager at Deloitte, Haskin & Sells. Mr. Michel holds a BA in Accounting from the University of Notre Dame and is a Certified Public Accountant — California (inactive).

William D. Endresen, Executive Vice President, Commercial Real Estate and Commercial Capital President of HomeStreet Bank.    Mr. Endresen has been a veteran of the commercial lending industry for over 40 years. He joined HomeStreet Bank in March 2015 as Executive Vice President of Commercial Real Estate and President of the HomeStreet Commercial Capital division for HomeStreet Bank and was promoted to his current position in April 2016 to lead the combined commercial real estate lending and operation teams of HomeStreet Bank. He was SVP Managing Director of Fidelity Federal Bank from 1999 to 2002 until the sale of the bank and then returned to the position of president of IMPAC Commercial Capital Corporation from 2002 until 2015. In 1996, Mr. Endresen founded IMPAC Commercial Capital Corporation, a private company that originates small balance multifamily loans through brokers on a wholesale basis, and IMPAC Commercial Holdings, a publicly traded real estate investment trust, and he served as president of those entities from 1996 to 1999. Mr. Endresen studied business at Fullerton College.

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Erik D. Hand, Executive Vice President, Residential Lending Director, HomeStreet Bank.    Mr. Hand joined HomeStreet Bank in 2019 and currently serves as the bank’s executive vice president and Residential Lending Director. In his current role Mr. Hand leads the residential lending production, operations, and servicing areas for the bank. Prior to joining HomeStreet, Mr. Hand was president and chief executive officer of Penrith Home Loans, a mortgage joint venture between HomeStreet Bank and Windermere Real Estate with offices throughout the Pacific Northwest, from May 2011 to February 2019. Mr. Hand has been employed in the mortgage industry since 1988 and has extensive experience in loan production, operations, and secondary marketing at both the executive and operations level. He is a past board member of the Seattle Mortgage Bankers Association (SMBA) and has served as past treasurer and board member of the Outdoors for All Foundation. Mr. Hand studied political science at the University of Colorado.

Darrell S. van Amen, Executive Vice President, Chief Investment Officer and Treasurer of HomeStreet, Inc. and HomeStreet Bank.    Mr. van Amen joined HomeStreet Bank in 2003 and since 2010 has served as Executive Vice President and Treasurer of HomeStreet Bank and since 2012 as Executive Vice President and Chief Investment Officer and Treasurer of the Company. Prior to his current position with HomeStreet Bank, he was the Vice President, Asset/Liability Manager and Treasurer of HomeStreet Bank and the Company from 2003 to 2010. Mr. van Amen is also a director of Habitat for Humanity Seattle/King County and serves on the Seattle University Advisory Board. He holds a bachelor’s degree in economics from Weber State University and a master’s degree in economics from Claremont Graduate University.

Godfrey B. Evans, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary of HomeStreet, Inc. and HomeStreet Bank.    Mr. Evans joined HomeStreet in November 2009 as Executive Vice President, General Counsel and Corporate Secretary. In March 2010, Mr. Evans was also named Chief Administrative Officer. Mr. Evans is responsible for the delivery and management of all legal services to HomeStreet Bank and the Company, administrative management oversight of (1) the Corporate Real Estate and Facilities Group, (2) Risk and Regulatory Affairs Department (3) Human Resources and (4) the Community Relations Group. Mr. Evans has a total of over 20 years of experience as a general counsel of public companies. Prior to joining the executive team at HomeStreet, Mr. Evans was the managing director of the bankruptcy and restructuring practice group at Marshall & Stevens beginning in 2008. Mr. Evans served as interim general counsel and chief restructuring officer for Chapeau, Inc., a cogeneration manufacturing company, from 2008 to 2009. From 2002 to 2008, Mr. Evans served as a practicing attorney and as a project professional for Resources Global Professionals, and from 1987 to 2002, served as executive vice president, chief administrative officer, general counsel and corporate secretary for Fidelity Federal Bank and its publicly traded holding companies, Bank Plus Corporation and Citadel Holding Corporation. Mr. Evans began his law practice at Gibson, Dunn & Crutcher LLP where he practiced from 1982 to 1987. Mr. Evans is admitted to practice law in California and in Washington, D.C. Mr. Evans holds a bachelor’s degree and a master’s degree in architecture from the University of California, Berkeley and a juris doctorate from Loyola Law School in Los Angeles.

Troy D. Harper, Executive Vice President, Chief Information Officer of HomeStreet, Inc. and HomeStreet Bank.    Mr. Harper joined HomeStreet Bank in our corporate information security department in 2013. He was promoted to Senior Vice President, Chief Information Officer in June 2015 and further promoted to Executive Vice President, Chief Information Officer of the Company and HomeStreet Bank in November 2017. In his role as Chief Information Officer, Mr. Harper is responsible for the delivery and management of Information Technology Services and Business Systems Support, Corporate Security and Corporate Information Security for the Company and HomeStreet Bank. In his 25 years of technology management for financial institutions, Mr. Harper worked for the FDIC, held CIO and divisional CIO roles for Pierce Commercial Bank and CGI Group, and provided management consulting and technology outsourcing services with Deloitte Consulting LLP. Mr. Harper holds a bachelor’s degree in finance and accounting management from Northeastern University.

Jay C. Iseman, Executive Vice President, Chief Credit Officer of HomeStreet, Inc. and HomeStreet Bank.    Mr. Iseman joined HomeStreet Bank in August 2009 and currently serves as Executive Vice President and Chief Credit Officer of the Company and HomeStreet Bank. From January 2016 through November 2017, Mr. Iseman also served as Chief Risk Officer of the Company and HomeStreet Bank. Prior to his current position and since joining the Company in 2009, Mr. Iseman served as HomeStreet Bank’s Senior Vice President, Credit Administration and Vice President, Special Assets Group and OREO Group Manager and Income Property Credit Administrator. Mr. Iseman served as senior vice president and senior portfolio manager of commercial special assets with Strategic

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Solutions, Inc., a subsidiary of Bank of America between 2008 and 2009. Mr. Iseman holds a bachelor’s degree in business administration and economics from Seattle Pacific University and a certificate of advanced study in international finance and marketing from the Thunderbird School of Global Management.

Paulette Lemon, Executive Vice President, Retail Banking Director of HomeStreet Bank.    Ms. Lemon joined HomeStreet Bank in 1985. Prior to her promotion to Executive Vice President, Retail Banking Director of HomeStreet Bank in 2015, Ms. Lemon served from 2001 as Senior Vice President, Retail Banking Director and as Vice President, Retail Bank Operations Manager prior to 2001. She holds a bachelor’s degree in business administration from Western Washington University and she graduated with honors from the National School of Banking through Fairfield University. She is also on the board of directors of Childhaven, a non-profit organization.

Mary L. Vincent, Executive Vice President, Chief Risk Officer of HomeStreet, Inc. and HomeStreet Bank.    Ms. Vincent joined HomeStreet Bank in 1987 and in November 2017 became Executive Vice President, Chief Risk Officer of both the Company and HomeStreet Bank in 2012. Ms. Vincent has held numerous senior-level risk-management-related positions at HomeStreet Bank, including Compliance Officer, Bank Secrecy Act Officer and most recently Senior Vice President, Compliance and Regulatory Affairs Director, a position that she held from 2012 until her promotion to Chief Risk Officer. Prior to joining HomeStreet, Ms. Vincent worked for six years in regulatory examination and supervision with several regulatory agencies. She is a member of the Seattle chapter of the Risk Management Association and a past officer and finance committee chair of Soroptimists International of Seattle. Ms. Vincent holds a bachelor’s degree in finance from the University of Washington and is a graduate of the Pacific Coast Banking School.

David Parr, Executive Vice President and Director of Commercial Banking of HomeStreet Bank.    Mr. Parr joined HomeStreet Bank in December 2002. Prior to promotion to Executive Vice President in September 2020, Mr. Parr held multiple positions within the Commercial Banking Group including Vice President, Senior Relationship Manager, Regional Team Lead and Senior Vice President, Regional President for Western Washington/Greater Portland. He holds a bachelor’s degree in business administration from Western Washington University as well as honor roll achievement from a graduate level program in banking from Pacific Coast Banking School. Mr. Parr actively serves as a board member on the Milgard Business School Executive Council for the University of Washington Tacoma, as well as a board member and guest classroom lecturer on the Veterans Incubator for Better Entrepreneurship at the University of Washington Tacoma. He also serves on the Government Relations Committee for the Washington Bankers Association.

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COMPENSATION DISCUSSION AND aNALYSIS

Introduction

Our executive compensation program is designed to attract and retain individuals with the skills and qualifications to manage and lead the Company effectively. The overarching goal of our program is to motivate our leaders to contribute to the achievement of our financial goals and to focus on long-term value creation for our shareholders.

In this Compensation Discussion and Analysis (“CD&A”), we review the objectives and elements of the Company’s executive compensation program and discuss the 2021 compensation earned by our named executive officers listed below (“NEOs”). It also describes the process followed by the HRCG Committee for making pay decisions, as well as its rationale for specific decisions related to 2021.

2021 Named Executive Officers

Name	Title
Mark K. Mason	Chairman, President and Chief Executive Officer
John M. Michel	Executive Vice President, Chief Financial Officer
William D. Endresen	Executive Vice President, Commercial Real Estate and Commercial Capital President
Erik D. Hand	Executive Vice President, Residential Lending Director
Darrell S. van Amen	Executive Vice President, Chief Investment Officer and Treasurer

Executive Summary

2021 Business Highlights

In 2021, which was our 100th Anniversary, HomeStreet reported earnings in excess of $100 million for the first time ever. Our record earnings of $115 million was driven by record loan originations, strong core deposit growth and the benefits of our past efficiency and profitability improvement initiatives. As reflected in our stable efficiency ratio year over year, we believe the strategic changes that we implemented in prior years, including the restructuring of our single family mortgage business, have provided meaningful operating leverage and more consistent and less volatile earnings. We anticipate continuing improvements as our operating leverage should provide us with the opportunity to grow revenues without commensurate additions to personnel or other operating expenses.

The low interest rate environment contributed to an improvement in our net interest margin, increasing from 3.13% in 2020 to 3.38% in 2021 as the decreases in rates paid on our interest-bearing liabilities were more than the decreases in yields on our interest earning assets. We also benefitted from $3.3 billion in loan originations during the year. These increased revenues, along with the benefits of our efficiency and profitability improvement project resulted in meaningful improvement in our profitability and efficiency.

Our performance during the year resulted in outperformance of HomeStreet’s share price compared to the industry. HomeStreet’s total shareholder return for 2021 was 58% compared to the total return for the KBW Regional Bank Index (“KRX”) of 37%. This return was aided by the increase of the regular quarterly common dividend during 2021, to $1.00 per share, and share repurchase activity. We repurchased 1.9 million shares during 2021, or 8.6% of total shares outstanding, at an average price per share of $44.92.

2021 Financial Highlights

•        Net income for 2021 was $115.4 million, a 44% increase over 2020;

•        Return on average equity and return on average tangible common equity for 2021 of 15.9% and 16.8%, respectively;(1)

•        Return on average assets of 1.58%;

•        Efficiency ratio of 61.9%;(1)

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•        As of December31, 2021, our capital ratios were well in excess of regulatory requirements at:

•        Tier 1 Leverage Ratio of 9.94% and 10.11% at the Company and HomeStreet Bank, respectively.

•        Total Risk-Based Capital Ratio of 12.66% and 13.77% at the Company and HomeStreet Bank, respectively; and

•        Book value per share and tangible book value per share increased from $32.93 and $31.42(1), respectively as of December31, 2020 to $35.61 and $34.04(1), respectively, as of December31, 2021.

____________

(1)      See Appendix A for a reconciliation with the most comparable GAAP financial measure.

2021 Executive Compensation Highlights

The HRCG Committee made the following executive compensation decisions for fiscal 2021:

•        Base Salaries:    Base salaries were reviewed for all NEOs in February 2021 as part of our annual enterprise-wide performance review process. Mr. Mason did not receive a base salary adjustment in 2021. Mr. Michel received a 1.92% increase, Mr. van Amen and Mr. Hand each received a 3% increase, and Mr. Endresen received a 4% increase. All base salary increases were effective in March 2021. The resulting average increase in base salary for all NEOs was 2.4%.

•        2021 Annual Incentives:    We maintain a short-term, cash-based incentive plan for non-commissioned officers called the Annual Incentive Plan (“AIP”). In 2021, the HRCG Committee changed how the corporate measures would be evaluated for purposes of determining performance levels. Rather than establishing goals based on the Strategic Plan, the performance levels would be based on the actual results of our Peer Group. See “Corporate Performance Goals, Metrics and Results” on page 45 of this Proxy Statement for further discussion of this change. Based on our 2021 financial performance, the corporate component of the AIP attained 114.7% of target performance, which resulted in an above target payout for that component of the AIP. Our commissioned NEOs are eligible for incentive awards under separate arrangements, as discussed below. For details about payouts, please see page 48 of this Proxy Statement.

•        Long Term Incentives:    In 2021, the NEOs received long-term incentive awards in the form of 50% time-based restricted stock units (“RSUs”) and 50% performance-based share units (“PSUs”), which vest based on total shareholder return. PSUs for the 2019-2021 performance measurement period, which also vested based on total shareholder return, paid out at 150%. For details about long term incentive awards, please see page 49 of this Proxy Statement.

2021 Advisory Vote on Executive Compensation

Approximately 98% of the votes cast (for and against) were voted in favor of our named executive officer compensation. Based on this high approval rating and the feedback we received from our investors generally in 2021, we believe our shareholders are supportive of our executive compensation program. As discussed above, we made a change to the AIP which we believe is more sensitive to our shareholders’ interest as it measures our performance against our Peer Group for the criteria established by the HRCG Committee, and is consistent with how we evaluate our performance for our PSUs.

Summary of Executive Compensation Practices

Our executive compensation program includes the following practices and policies, which we believe promote sound compensation governance and are in the best interests of our shareholders and NEOs:

Compensation Philosophy and Practices

Our executive compensation program is designed to achieve the following objectives:

•        Align the interests of executives and shareholders by linking a significant portion of executive compensation to the Company’s short-term and long-term financial performance.

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•        Reward and motivate appropriate executive behavior that produces strong financial results, while managing risks and promoting regulatory compliance.

•        Attract and retain the most highly qualified and experienced individuals available to further the Company’s success.

•        Provide levels of compensation competitive with those offered by our peers and competitors, which are consistent with the Company’s level of performance.

These objectives serve to assure our long-term success and are built on the following compensation principles:

•        Executive compensation is managed from a total compensation perspective (i.e., base salary, short- and long-term incentives, and retirement are reviewed together).

•        All elements of compensation should be reviewed against the total compensation packages of a Peer Group, which includes banks of similar assets and business lines.

•        In addition to Peer Group information, each NEO’s experience level, skills, scope of responsibility and performance must be factored into the decision for compensation.

•        Long term incentives play an important role in retaining key talent.

Elements of the Executive Compensation Program

The three main elements of the Company’s executive compensation program are base salary, short-term incentives, and long-term incentives, each of which is described below:

Compensation Element	Fixed or At-Risk	Frequency	Cash or Equity	Purpose	Key Feature
Base Salary	Fixed	Annual	Cash	To attract and retain the best talent and recognize individual talent	Reviewed against individual’s performance, contributions and length of service, and market data from a group of similarly sized industry peers
Short-term incentives:
Annual Incentive Plan Award (non-commissioned officers only)	At-Risk	Annual	Cash	To motivate performance to meet near-term goals	CEO and CFO incentive earned based on 80% corporate results and 20% individual results. All other non- commissioned NEOs earn incentive based on 50% corporate results and 50% individual results.
Commission Awards	At-Risk	Annual	Cash	To incentivize key business leaders to generate profitable quality loans for HomeStreet Bank	Short-term commissions are earned based on loan volume and profitability along with loan quality assessment. Earned by commissioned NEOs in lieu of Annual Incentive Plan Awards.
Long-term incentives:
PSUs	At-Risk	Annual	Equity	Motivates and incentivizes sustained performance over the longer term that is comparable to or exceeds our Peer Group	Total annual long-term incentive award is 50% PSUs measured over three years against a performance goal set at the beginning of the performance period, subject to the executive’s continued employment through the applicable vesting date.

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Compensation Element	Fixed or At-Risk	Frequency	Cash or Equity	Purpose	Key Feature
RSUs	At-Risk	Annual	Equity	Aligns interests of our NEOs with those of our shareholders as the value of RSUs is contingent on our stock price. Also supports our leadership retention objectives.	Total annual long-term incentive award is 50% RSUs, which vest ratably over three years, subject to the executive’s continued employment through the applicable vesting date.

Total Direct Compensation

The charts below show the target and maximum total direct compensation of our CEO, non-commissioned NEOs and commissioned NEOs for fiscal year 2021. These charts illustrate that a significant portion of target total direct compensation is performance or at-risk based (67% for our CEO and an average of 51% for our non-commissioned NEOs and 73% for our commissioned NEOs).

The 2021 compensation mix for our Mr. Mason, our CEO, is shown below.

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The 2021 compensation mix for our Non-Commissioned NEOs (Mr. Michel and Mr. van Amen) is shown below.

The 2021 compensation mix for our Commissioned NEOs (Mr. Endresen and Mr. Hand) is shown below.

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The Decision-Making Process

Role of the HRCG Committee.    The HRCG Committee oversees the executive compensation program for our NEOs. The HRCG Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the HRCG Committee’s authority and responsibilities are specified in the HRCG Committee’s charter, which may be accessed at our website, www.homestreet.com.

Pearl Meyer, acting as the Company’s independent, external compensation consultant, provides peer market data to the HRCG Committee as requested to evaluate the annual compensation of our NEOs. The Committee reviews and approves recommendations from the CEO for the other NEOs compensation and reviews the elements of CEO compensation in executive session. At the HRCG Committee’s request, the HR Director may attend the executive session to answer questions from the HRCG Committee. The HRCG Committee makes all final compensation and equity award decisions regarding our NEOs except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the HRCG Committee.

Role of the CEO

The CEO does not provide recommendations concerning his own compensation, nor is he present during discussions of the HRCG Committee concerning his own compensation.

The following recommendations are made to the HRCG Committee by the CEO for each NEO, which is assessed alongside peer market data and trends provided by Pearl Meyer:

•        Base salary adjustments, taking into account the NEO’s individual performance and experience and role within the Company and Peer Group data.

•        Performance metrics, award schedule and target amounts for short-term opportunities under our Annual Incentive Plan and commission plans, with performance metrics being set relative to the projected business cycle and strategic business plan.

•        Long-term incentive awards, including developing and providing specific recommendations on the types of awards to be granted annually, the performance measures, threshold, target and maximum performance metrics of such awards.

Use of Independent Consultants and Advisors

The HRCG Committee continued to engage Pearl Meyer as its independent, external compensation consultant during 2021. Pearl Meyer provides executive and board compensation consulting services and other consulting services to the HRCG Committee and does not provide any other services to the Company. The HRCG Committee has assessed the independence of Pearl Meyer pursuant to the SEC and Nasdaq rules, and the Company concluded that Pearl Meyer’s work for the HRCG Committee did not raise any conflict of interest. The primary responsibilities of the independent, external compensation consultant were to:

•        Provide the HRCG Committee with independent and objective market data;

•        Conduct a Board compensation analysis;

•        Conduct compensation analysis for NEOs;

•        Provide assistance in reviewing the CD&A;

•        Review incentive plan design and changes;

•        Provide advice on compensation strategy and potential risks associated with compensation plan designs; and

•        Review and advise on pay programs and pay levels.

These services are provided as requested by the HRCG Committee throughout the year.

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The Role of Benchmarking and Market Data

The companies comprising the Peer Group are reviewed and approved annually by the HRCG Committee to assess continued relevance, with data provided to the HRCG Committee by the independent, external compensation consultant. The HRCG Committee targets between 15 and 20 companies for the Company’s Peer Group. The companies comprising the Peer Group for 2021 compensation decisions were selected based on the following considerations and financial parameters as of and for the year ended December 31, 2020:

•        Size Characteristics:

•        Total assets: 60% to 260% of HomeStreet

•        Total revenues: 40% to 220% of HomeStreet

•        Select banks such that HomeStreet is positioned reasonably among the peers when balancing the above criteria

•        Geography:

•        Preference given to companies in the Western United States

•        Consideration of banks further east if their size and business model characteristics are compelling

•        Operations:

•        Generally, a reasonably similar loan mix and ratio of non-interest income to operating revenue, compared to HomeStreet

The Peer Group approved by the HRCG Committee in 2020 and used for our 2021 compensation review consisted of the following companies:

Banc of California, Inc.	Glacier Bancorp, Inc.
Banner Corporation	Heritage Commerce Corp.
Central Pacific Financial Corp.	Heritage Financial Corporation
Columbia Banking System, Inc.	Luther Burbank Corporation
CVB Financial Corp.	National Bank Holdings
First Foundation, Inc.	TriCo Bancshares
First Interstate BancSystem, Inc.	Washington Federal, Inc.

The HRCG Committee eliminated Opus Bank and Pacific Premier Bancorp, Inc., which were included in the Peer Group used for our 2020 compensation review, from the Peer Group following the acquisition of Opus Bank by Pacific Premier Bancorp, Inc. which resulted in a bank that was considered too large for peer comparison. The average total assets of our Peer Group as of December 31, 2020 was $11.1 billion compared with our total assets as of the same date of $7.2 billion. The average total revenues of our Peer Group for the year ended December 31, 2020 was $391 million compared with our total revenues of $358 million.

The HRCG Committee establishes base salaries, short-term cash incentive awards, and long-term, equity-based incentive awards on a case-by-case basis for each NEO taking into account, among other things, individual and Company performance, length of service, market data, advancement potential, recruiting needs, internal equity, retention requirements, unrealized equity gains, succession planning and current compensation governance practices. While the HRCG Committee reviews and discusses both peer data and, in some cases, survey data compiled by the HRCG Committee’s outside compensation consultant, the HRCG Committee does not target individual compensation to specific target percentiles of our Peer Group.

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2021 EXECUTIVE COMPENSATION PROGRAM

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In making base salary decisions, the HRCG Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The HRCG Committee also takes into account factors such as the NEO’s individual performance, experience, contributions and length of service, and relevant market data. The HRCG Committee determined the appropriate annual base salary rate, effective March 2021, for each NEO as follows:

NEO	2020 Base Salary		2021 Base Salary		% Adjustment(1)
Mark K. Mason(2)	$	775,000	$	775,000	—	%
John M. Michel(3)	$	435,000	$	443,379	1.9	%
William D. Endresen(4)	$	375,000	$	390,000	4.0	%
Erik D. Hand	$	244,800	$	252,144	3.0	%
Darrell S. van Amen	$	352,400	$	362,972	3.0	%

____________

(1)      The Company’s guidance on merit increases for all employees in 2021 was three percent, which was based, in part, on actions taken by competitors in our markets. Given their strong performance in 2020, Mr. Michel, Mr. Hand and Mr. van Amen received such an increase.

(2)      As Mr. Mason’s base salary was increased to $775,000 in November 2020, he did not receive an increase in 2021.

(3)      Mr. Michel received a pro-rated base salary increase given his hire date in May 2020.

(4)      Mr. Endresen’s base compensation was increased by 4% in conjunction with his revised employment agreement approved by the Board in January 2021.

Annual Cash Incentives

All of our NEOs are eligible to receive incentive awards, which are intended to focus executives on short-term financial and strategic goals that are designed to contribute to long-term value.

The non-commissioned NEOs are eligible to participate in the Annual Incentive Plan, which provides an opportunity to receive an annual incentive award that is contingent on achieving pre-defined annual corporate objectives, as well as individual goals which target their respective areas of responsibility. Commissioned NEOs are eligible for annual incentive awards under separate arrangements, which provide for payout opportunities based on their respective business units’ performance results.

Non-Commissioned Incentive Plan Awards

The Annual Incentive Plan provided our non-commissioned NEOs with the opportunity to earn a performance-based annual cash incentive award. Actual bonus payouts depend on the achievement of pre-established performance objectives and can range from 0% to 150% of target award amounts.

Target annual incentive opportunities are expressed as a percentage of base salary and were established by the HRCG Committee for 2021 based on the NEO’s level of responsibility and his or her ability to impact overall results. The HRCG Committee also considers comparable market data in setting target award amounts. The 2021 target award opportunities in terms of percentage of salary for the non-commissioned NEOs were as follows:

Non-Commissioned NEO	Target Opportunity as % of Base Salary
Mark K. Mason(1)	100%
John M. Michel(2)	60%
Darrell S. van Amen(2)	45%

____________

(1)      Mr. Mason’s target opportunity was increased from 75% to 100% as approved by the HRCG Committee, effective January 1, 2021 as a result of Mr. Mason’s strong performance in guiding the Company through the restructuring of its single family operations, the successful implementation of an expense reduction and operational efficiency program and his leadership during the COVID epidemic. The amount of the increase was determined, in part, by reference to peer compensation analysis.

(2)      The target opportunities for Mr. Michel and Mr. van Amen were unchanged from the 2020 levels.

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Actual awards for the CEO are assessed by the HRCG Committee based on his performance against corporate financial goals and his individual performance. Actual awards for the other NEOs are based on the achievement of corporate or business unit financial goals and individual performance objectives as assessed and recommended by the CEO and approved by the HRCG Committee. For 2021, the HRCG Committee established the following balance between corporate and individual goals:

Non-Commissioned NEO	Corporate Goals Weight	Individual Goals Weight
Mark K. Mason(1)	80%	20%
John M. Michel(2)	80%	20%
Darrell S. van Amen(3)	50%	50%

____________

(1)      Mr. Mason’s corporate goal achievements are more heavily weighted because he is responsible for Company-wide results as CEO.

(2)      Mr. Michel’s incentive plan weighting was changed in 2021 from 50% corporate goals and 50% individual goals to 80% corporate goals and 20% individual goals. As Mr. Michel serves as the Company’s Chief Financial Officer and his oversight directly affects company-wide results, his weightings were changed to be in alignment with Mr. Mason’s.

(3)      Mr. Van Amen’s incentive plan weighting of 50% corporate goals and 50% individual goals reflects his primary focus on Treasury activities and support of corporate activities.

Corporate Performance Goals, Metrics and Results

The onset of fiscal 2021 proved to be challenging as global markets continued to deal with the uncertainties and business volatility driven by the COVID-19 pandemic. And while in early 2021 the economy slowly began to recover from headwinds caused by the ongoing pandemic, there remained limited visibility into what the pace and magnitude of an economic recovery would look like.

Like many companies, we went into 2021 setting financial guidance, budgets and performance goals using a cautiously optimistic, yet balanced approach. With this as the backdrop, the HRCG Committee modified the way it would assess short-term performance by employing the same metrics and weightings as in 2020, but instead of establishing absolute goals based on the Strategic Plan, performance would be measured against the Company’s Peer Group (see page 43) on a relative basis. This approach was established to ensure that we continue to keep our senior leadership team focused on outperforming our peers and that award payouts are properly aligned with our performance results relative to our industry.

The performance measures of the Peer Group would be the basis of the awards, with the target level set at the 50th percentile, the threshold set at the 25th percentile and the maximum set at the 75th percentile. Any performance results below the threshold would be awarded 0%. Performance results between threshold and target and between target and maximum would be calculated on a straight-line interpolation basis.

Below are the performance measures used for 2021:

•        Return on average assets (“ROAA”):    Defined as net income, adjusted to exclude any non-core items such as merger expenses, as a percentage of average assets. The Company did not have any non-core items in 2021.

•        Return on average tangible equity (“ROATE”):    Defined as net income, excluding any amortization of intangible assets and adjusted to exclude any non-core items such as merger expenses, as a percentage of total average tangible equity, which is average equity less average intangible assets. The Company did not have any non-core items in 2021. A ROATE of 11% or higher is required to receive an award in excess of 100%.

•        Efficiency Ratio:    Defined as noninterest expenses, adjusted to exclude any nonrecurring or unusual items, as a percentage of the total of net interest income and noninterest income, adjusted to exclude any nonrecurring or unusual items. A lower ratio is a more positive result.

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•        Nonperforming Assets (“NPAs”) to Total Assets:    Defined as nonperforming loans plus other real estate owned divided by total assets. A lower ratio is a more positive result. This is considered a key measure of the quality of HomeStreet Bank’s loan portfolio. Credit risk management remains a major focus of HomeStreet Bank so that management takes a balanced approach to growth, with an appropriate risk/return profile. A lower ratio is a more positive result.

•        Core Deposit Growth:    Core deposits for these purposes is noninterest-bearing demand deposits. Growing core deposits is an important strategy to improve our deposit mix and support asset growth. Increasing core deposits supports the reduction of our proportion of alternative funding and helps us to manage funding costs. Growth is calculated as the change from the average core deposits for the fourth quarter of the current year as compared average core deposits for the fourth quarter of the of the prior year. Any deposits added through mergers or acquisitions are excluded from the computation.

The following table provides the 25th (Threshold), 50th (Target) and 75th (Maximum) percentiles of the performance measures for the Peer Group, the Company’s results, the weighting of each performance measure and the computed award for 2021:

	Peer Performance(1)						Company Results(2)		Excess (Shortfall) To Target		Weighting		Computed Award
Performance Measure	25th Percentile Threshold		50th Percentile Target		75th Percentile Maximum
ROAA	1.05	%	1.23	%	1.38	%	1.58	%	0.35%		20.0	%	30.0	%
ROATE	12.87	%	15.07	%	16.58	%	16.80	%	1.73%		30.0	%	45.0	%
Efficiency Ratio	62.15	%	58.96	%	50.61	%	61.90	%	(2.94	)%	20.0	%	10.8	%
NPAs to Total assets	0.29	%	0.15	%	0.08	%	0.18	%	(0.03	)%	10.0	%	8.8	%
Core Deposit Growth	16.89	%	21.38	%	42.63	%	21.63	%	0.25%		20.0	%	20.1	%
Total													114.7	%

____________

(1)      Peer Group results were derived from financial information publicly released by each of the peer companies, including any non-core adjustments, nonrecurring or unusual items used in the computations. Any adjustments, nonrecurring or unusual items were applied on a consistent basis across companies in the Peer Group and the Company.

(2)      For ROATE and efficiency ratio, see appendix A for reconciliations of these non-GAAP results of operations to the nearest comparable GAAP measures.

The HRCG Committee has the discretion to reduce or increase the payouts to the extent it determines appropriate to reflect the business environment and market conditions that may affect HomeStreet’s financial and stock price performance. No such discretion was exercised by the HRCG Committee for payouts earned in 2021.

Individual performance goals.

Individual performance goals are established at the beginning of each plan year. An NEO’s individual goals may relate to responsibilities, projects and initiatives specific to the executive’s business or function that are not covered in the corporate performance measurements.

To assess individual performance against the goals, the HRCG Committee selected qualitative goals for the CEO tied to key strategic initiatives that are aligned with the Company’s 2021 – 2023 Strategic Plan as approved by the Board, as well as his responsibility in the areas of profitability, diversification, business growth and credit quality as such areas correlate to the 2021 – 2023 Strategic Plan. Similarly, the CEO recommended qualitative goals for the other non-commissioned NEOs based on the specific department and business goals that support the Company’s 2021 – 2023 Strategic Plan, which were adopted by the HRCG Committee.

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Mr. Mason, Chairman, President, Chief Executive Officer

Strategic Qualitative Objective	Key Results
Effective Leadership & Corporate Governance	Continued focus on productivity and strong communication with staff, the Board, borrowers and investors. through the ongoing COVID-19 pandemic and new variants. Led initiative to enhance the Company’s Diversity, Equity, and Inclusion (DEI) by forming a management committee to support the Board’s oversight of DEI and organize and oversee the Company’s DEI initiatives. Appointed a Director of Diversity, Equity and Inclusion. Recruited a diverse candidate to serve on the Board with local Seattle experience, effective in 2022. Led a Board approved analysis and transaction team to pursue a successful $100 million offering of subordinated notes which in conjunction with related share repurchases will reduce the Company’s overall cost of capital. Continued strong involvement in community affairs.
Expense Reduction and Operational Efficiency	Maintained efficient operations and for some business units achieved historically high profitability driven in part by low efficiency ratios.
Continuation of Core Business Focused on Profitable Growth	Increased profitability over 2020 despite the extended pandemic.
	Successfully retained key leadership. Consolidated net income of $115 million exceeded 2020 net income of $80 million. 2021 fully diluted earnings per share of $5.46 exceeded 2020 fully diluted earnings per share of $3.47.
Audits and Compliance	No material findings from regulatory examinations or external or internal audits.

Mr. Michel, Executive Vice President, Chief Financial Officer

Strategic Qualitative Objective	Key Results
Improve the efficiency and effectiveness of the finance, treasury and accounting Functions	Implemented payroll conversion project resulting in 50% reduction in payroll runs and restructuring of payroll department resulting in lower staffing costs. Reduced or maintained staffing levels in each of these departments and managed non-interest expense levels within budget.
Coordinate Company’s corporate management strategy, including analysis and execution of stock re-purchases.	Prepared analysis of Company’s capital management strategy alternatives and coordinated approval and execution of share repurchase programs.
Maintain effective controls over financial reporting and accounting functions.	Did not receive any significant adverse findings or material adverse comments from financial, regulatory and internal audit examinations and audits.

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Mr. van Amen, Executive Vice President, Chief Investment Officer, Treasurer

Strategic Qualitative Objective	Key Results
Investment Portfolio Strategy	Portfolio outperformed benchmark in challenging environment
Hedging Effectiveness	Risk management results were exceeded
Investment in Community Development	Executed two low-income housing tax credit programs
Transition Hedging Process	Implemented alternative investment options from LIBOR
Audits and Compliance	No material audit or examination findings

2021 Annual Incentive Plan Results

Based on the corporate results and the evaluation of individual performance achievements described above, the HRCG Committee approved the following Annual Incentive Plan incentive award payouts:

Non-Commissioned NEO	Corporate Component (% of Target Achieved)		Individual Component (% of Target Achieved)	Overall Award (As a % of a Target Opportunity)	Actual Payout ($)
Mark K. Mason(1)	114.7	%	150.0%	121.8%	$	943,640
John M. Michel(2)	114.7	%	131.0%	118.0%	$	313,810
Darrell S. van Amen(3)	114.7	%	131.0%	122.9%	$	200,670

____________

(1)      Mr. Mason was awarded 150.0% of target for his individual performance for having far exceeded his goals in a difficult COVID-19 environment for the 2021 fiscal year, including financial performance results, diversity initiatives, and total shareholder returns.

(2)      Mr. Michel was awarded 131.0% of target for his individual performance given his successful results of the payroll conversion project resulting in efficiency improvements, his work on capital management alternatives and the execution of share repurchase programs.

(3)      Mr. van Amen was awarded 131.0% of target for his individual performance given his work and leadership on outperforming portfolio management benchmarks, successful execution of implementing other investment options to LIBOR, and hedging effectiveness.

Commissioned NEOs Incentive Plan Arrangements

Commissioned NEOs are eligible for annual incentive awards under separate arrangements, which provide for payout opportunities based on their respective business units’ performance results to incentivize such NEOs to generate profitable quality loans for HomeStreet Bank, which aligns with their primary roles and responsibilities. We believe a commissioned program is consistent with competitor practices for similar positions and generally provides for a larger portion of their compensation to be at-risk.

Mr. Endresen’s incentive plan is comprised of two parts: a production incentive, which is paid out monthly and a profitability incentive, 50% of which is paid out quarterly with the remaining 50% paid in the following year. The production incentive is based on loan commitments originated by the Company’s commercial real estate (“CRE”) business unit, with a higher rate paid for Fannie Mae loan commitments. The profitability incentive is based on the income before tax of the CRE business unit, which includes corporate funding and overhead allocations. We are not disclosing the payout formulas used due to confidentiality and competitive concerns. The profitability incentive payout is subject to a discount based on levels of classified loans in the CRE portfolio. This incentive discount is intended to encourage loan production consistent with the safety and soundness of HomeStreet Bank.

Mr. Hand’s incentive plan is comprised of two parts: a production incentive, which is paid out monthly and a profitability incentive, 50% of which is paid out quarterly with the remaining 50% paid in the following year. The production incentive is based on loan commitments originated by the Company’s single family business unit. The profitability incentive is based on the income before tax of the single-family business unit, which includes corporate funding and overhead allocations. We are not disclosing the payout formulas used due to confidentiality and competitive concerns. The profitability incentive payout is subject to a discount-based achievement of quality metrics, which may include, but are not limited to, compliance and regulatory requirements, audit results, initial file quality targets and servicing portfolio retention rates.

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Performance Goals, Metrics and Results

The following table shows the performance measures, and 2021 results, for the commissioned NEOs:

Performance Measures	Target		Results		Results (% of Target)
CRE Business Unit: Mr. Endresen
Profitability(1)	$	67.5 million	$	86.5 million	162.2	%
Loan Production(2)	$	2.10 billion	$	2.09 billion	99.3	%
Single Family Business Unit: Mr. Hand
Profitability(1)	$	15.5 million	$	28.5 million	184.0	%
Loan Production(2)	$	2.4 billion	$	2.5 billion	102.4	%

____________

(1)      Profitability is a percentage of the pre-tax income (after determining allocation of consolidated Company overhead expenses) of the related business units.

(2)      Loan production is total dollar amount of loan commitments in the current year for the related business unit. For commercial real estate loan production payouts vary by certain channels.

2021 Award Payouts

Based on the performance results described above, the following incentive awards were paid to the commissioned NEOs:

	Target Payout ($)	Actual Payout
NEO		($)	% of Target
William D. Endresen	1,232,045	1,417,274	115.0	%
Erik D. Hand	413,565	613,068	148.2	%

Long-Term Incentives

Our long-term incentive compensation consists of a combination of RSUs and PSUs that are granted under the 2014 Plan.

2021 Target Long-Term Incentive Award Grants.

In 2021, the Company granted long-term incentive awards consisting of 50% RSUs and 50% PSUs, as approved by the HRCG Committee. The value of the equity awards determined by the HRCG Committee was based on a target value as a percentage of base salary. The HRCG Committee determines the target by reviewing Peer Group data and appropriate market data relevant to the banking industry and sets targets at levels intended to create a meaningful opportunity for reward predicated on increasing shareholder value. In addition to considering competitive market data, the HRCG Committee also considers an individual’s performance history, experience, an individual’s potential for future advancement and promotions, the CEO’s recommendations for awards other than his own, and the value of existing vested and unvested outstanding equity awards. The relative weight given to each of these factors varies among individuals at the HRCG Committee’s discretion.

The table below shows the grant date fair value of long-term incentive awards granted in 2021 to each of the NEOs:

NEO	RSUs			PSUs			Total
	Value ($)		Shares (#)	Value ($)		Shares (#)	Value $		Shares (#)
Mark K. Mason	$	391,331	11,595	$	374,055	11,595	$	765,386	23,190
John M. Michel	$	131,794	3,905	$	125,975	3,905	$	257,769	7,810
William D. Endresen	$	94,669	2,805	$	90,489	2,805	$	185,158	5,610
Erik D. Hand	$	24,705	732	$	23,614	732	$	48,319	1,464
Darrell S. van Amen	$	80,089	2,373	$	76,553	2,373	$	156,642	4,746

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The RSUs awarded annually as part of our long-term incentive plan vest incrementally in three equal installments on the first, second and third anniversaries from the grant date. In each case, the vesting of the award is contingent on the NEO’s employment with the Company not having been terminated for any reason other than retirement, death or disability on the applicable vesting date.

The PSUs are earned and vested based on achieving a specified company performance result and continued employment over the three-year performance period. In each case, the vesting of the award is also contingent on the NEO’s employment with the Company not having been terminated for any reason other than retirement, death or disability prior to the date the HRCG Committee certifies the achievement of the performance goal for the relevant performance period.

A Closer Look at PSUs.

PSUs are designed to focus the NEOs on long-term value creation for shareholders. PSUs are earned and vest at the end of a three-year performance period based on the Company’s total shareholder return (“TSR”) relative to a peer group.

TSR is calculated as the change in share price from January 1, of the beginning of the three-year period to December 31 at the end of the three-year period using a 20-day trading average to take into consideration fluctuations in market, as adjusted for dividends paid during the Performance Period, assuming that all dividends are reinvested in shares on the date paid. The PSU peer group consists of all companies included in the KRX at the end of the Performance Period (excluding the Company itself, if it happens to be a component company on that date). For results in between the 25th and 50th or 50th and 75th, there will be a straight-line interpolation calculation. Any achievement below the 25th percentile will result in 0% achievement.

	Threshold	Target	Maximum
Relative TSR performance	25th percentile	50th percentile	75th percentile
Payment as a % of target	50%	100%	150%

Vesting Provisions that Apply to All Equity Grants.    In addition to the vesting provisions described above, in the event of a change in control if the surviving entity does not assume the outstanding awards or place the participants in a similar plan with no diminution in value of awards, all then outstanding equity awards, including RSUs and PSUs, will vest upon the change in control, with PSUs vesting at target level. Additionally, if a participant is terminated without cause or resigns for good reason within 12 months following such change in control, his or her outstanding equity awards will vest upon the termination date. For more information regarding such provisions and the retirement, death or disability provisions described above, please see “Potential Payments upon Termination or Change in Control”.

2019 – 2021 Performance Period Results and Payouts.    For the 2019 – 2021 performance period, PSUs were earned based on the same design as the PSUs for the 2021 – 2023 Performance Period. The following chart shows the threshold, target and maximum metrics for the 2019 – 2021 PSUs and performance for this period.

	Threshold	Target	Maximum	Results
TSR Percentile Rank	25th percentile	50th percentile	75th percentile	98th percentile
Payout as a % of Target	50%	100%	150%	150%

The number of shares awards for the fiscal year 2019 PSUs that were earned based on the results for the three year period ended December 31, 2021, and awarded in January 2022, are summarized below:

NEO	Target Share (#)	Award (#)
Mark K. Mason	9,330	13,995
William D. Endresen	2,800	4,200
Erik D. Hand	854	1,281
Darrell S. van Amen	2,764	4,146

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OTHER PRACTICES, POLICIES AND GUIDELINES

Clawback Provisions

Our short-term cash incentive plans include a clawback provision in the event of a material restatement of financial results. If the Board reasonably determines that an executive engaged in knowing or intentionally fraudulent or illegal conduct that materially contributed to the need for the restatement, the Board, based on available remedies, will seek recovery or forfeiture from that executive officer of all or a portion of his or her incentive compensation. The clawback amount would be determined by comparing the actual incentive received by the executive officer under the short-term incentive plan during the period prior to the restatement, with the amount that should have been earned had performance been measured on the basis of the restated results. The difference would be recovered from the executive.

Hedging Policy

Our Insider Trading Policy expressly bars hedging, derivative, or any other speculative transactions involving the Company’s stock by all directors, officers, employees, and contractor of the Company, including its subsidiaries. Such prohibited transactions include hedging or derivative transactions, such as “cashless” collars, forward contracts, equity swaps or other similar or related transactions, or any short sale, “sale against the box,” or any equivalent transaction involving the Company’s stock. We also prohibit such persons from pledging Company stock to secure a loan, or from purchasing Company stock on margin (including in connection with exercising any Company stock options). In addition, we prohibit our executive officers, directors, and employees from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit and maintain a quarterly black-out window where applicable individuals may not trade. We may, in appropriate circumstances, permit transactions pursuant to a blind trust or a pre-arranged trading program that complies with Rule 10b5-1 to take place during periods in which the individual entering into the transaction may have material nonpublic information or during black-out periods.

Health and Welfare Benefits

All NEOs are provided with the same medical, dental, vision and life insurance programs as all other benefits-eligible employees of the Company on the same terms and conditions as applicable to these employees generally.

401(k) Savings Plan

All employees, including our NEOs, are eligible to make pre-tax contributions under the HomeStreet, Inc. 401(k) Plan (the “401(k) Plan”) and may be eligible to receive a discretionary matching contribution. An employer matching contribution may begin immediately after enrollment in the 401(k) Plan for employees who are at least 18 years of age and meet applicable service requirements. Currently, the Company matches 100% on the first 3% and 50% on the next 2% of deferrals (up to a maximum of 4%). This matching contribution is taxable when the employee withdraws the money whether the employee has contributed on a pre-tax or post-tax basis.

Perquisites and Other Personal Benefits

The Company does not have a formal perquisite policy or provide any supplemental executive retirement plans, although the HRCG Committee periodically reviews perquisites for our NEOs. We provide our NEOs 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. Among these benefits are health club memberships and parking.

Risk Assessment

It is our belief that a substantial portion of an executive’s total compensation should be variable “at risk” compensation, meaning it is tied to the Company’s financial performance. However, because performance and sales-based incentives play a large role in our compensation programs, we strive to ensure that incentives do not result in actions that may conflict with the long-term interests of the Company, our shareholders and our customers. Therefore, the HRCG Committee reviews an evaluation of all of our plans covered under the Sound Incentive

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Compensation Policies as well as those that have sales components (applicable to executives and employees below the executive level) for attributes that could cause excessive risk-taking or unethical sales practices. The HRCG Committee concluded that our programs and practices do not encourage excessive risk-taking nor do they encourage unethical sales practices that could potentially cause harm to our customers.

Tax Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. While the HRCG Committee considers the deductibility of compensation as one factor in determining executive compensation, the HRCG Committee retains the discretion to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives.

Executive Employment Agreements and Severance and Change in Control Agreements

We use employment agreements to attract and retain certain executives and the talent, skills, experience and expertise that they provide to the Company, with a goal of protecting the Company and the shareholders and providing necessary stability and skilled leadership for the Company. All NEOs have an employment agreement, with the exception of Mr. van Amen and Mr. Hand. Mr. van Amen and Mr. Hand have severance and change in control agreements, which provide for certain severance benefits in the event of a qualifying termination that occurs in connection with a change in control.

Such employment and severance and change in control agreements provide for the severance benefits summarized in the table below. Incentive amounts for severance purposes are determined as the greater of the executive’s then-current target performance incentive or the performance incentive the executive received in the prior year.

NEO	Involuntary Termination without Cause or Resignation for Good Reason	Termination without cause or for Good Reason in Connection with a Change in Control
Mark K. Mason	2x salary | 2x incentive	2.5x salary | 2.5x incentive
John Michel	2x salary | 2x incentive	2x salary | 2x incentive
William Endresen(1)	2x salary | 2x incentive	2x salary | 2x incentive
Erik Hand	​(2)	1.5x salary | 1.5x incentive
Darrell van Amen	​(2)	2x salary | 2x incentive

____________

(1)      Mr. Endresen entered into a new Executive Employment Agreement with the Company on February 25, 2021, which increased all his severance payout ratios from 1.5x to 2.0x.

(2)      Mr. Hand and Mr. van Amen do not have an employment agreement. Their severance payment amount is based on the Company’s overall severance plan which provides for one week of pay for every year of service, with a maximum payout of 24 weeks.

In addition, Mr. Mason, Mr. Michel and Mr. Endresen are each entitled to receive 18 months of continuing health insurance coverage for him and his dependents in the event of an involuntary termination without cause or resignation for good reason, regardless of whether a change in control occurs.

All employment agreements of the Company with its executive officers provide that in the event any payment or benefits to be provided to the executive under his employment agreement would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the executive would be entitled to receive either (a) the full amount of such payment or benefit, taking into account the amount that would actually be received by the executive after application of all taxes and the excise tax imposed by Section 4999 of the Code, or (b) an amount reduced to the minimum extent necessary to avoid such payment or benefit being a “parachute payment”, depending on which alternative provided the executive the highest payment

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net of tax treatment. Executives would be responsible for any excise tax owing on any “parachute payments” paid under their employment agreements. None of HomeStreet’s employment agreements with any executive or any other employee contains any provision to provide for a gross up of excise tax payments under any circumstances, including a change in control.

Mr. Mason’s employment agreement, which was renewed January 1, 2021, provides that he will have an annual base salary of not less than $700,000 and will be eligible for an annual performance-based incentive bonus with a target award equal to 100% of his annual salary from 75% in 2020, provided that the Board or the HRCG Committee may set a lower or higher bonus amount based on individual and Company performance and Peer Group data provided by Pearl Meyer. Mr. Mason’s target award was increased for 2021 after considering these factors. In the event of a termination without cause or termination by him (as those terms are defined in the agreement), Mr. Mason will receive the termination benefits described in the table above. The term of Mr. Mason’s employment agreement is six years from January 2018, with an automatic renewal for successive one-year terms absent notice from either party not to renew within 180 days before the end of the term. The other material items of his employment agreement remain the same as they were under his prior agreement.

Mr. Michel’s employment agreement, which was entered into on May 11, 2020, provides for a base salary of no less than $435,000 per year and eligibility for a performance-based target incentive bonus of 60% of his annual salary with a maximum incentive bonus of 90% of annual salary. The term of Mr. Michel’s employment agreement is three years from May 11, 2020, with an automatic renewal for successive one-year terms absent notice from either party not to renew within 180 days before the end of the term.

On February 25, 2021, the Company entered into a new Executive Employment Agreement with Mr. Endresen. The material terms of his employment agreement remain the same as they were under his prior agreement except that Mr. Endresen is now entitled to an annual base salary of not less than $390,000, and his termination benefits were increased to two times his salary and incentive pay upon involuntary termination without cause, resignation with good reason, or termination on change of control without cause or with good reason. These changes were made after the HRCG Committee considered his individual and Company performance and peer group data provided by Pearl Meyer and to promote internal equity. The terms of this Mr. Endresen’s employment agreement is three years from February 25, 2021, with an automatic renewal for successive one-year terms absent notice from either party not to renew within 180 days before the end of the term. Mr. Endresen’s incentive plan is based on loan production volume, pre-tax, pre-incentive division income, credit quality and other targets that may be established from time to time by the Board or the HRCG Committee. Mr. Endresen is also eligible to participate in the Company’s standard benefits programs and may be awarded additional equity-based compensation. In the event of a termination without cause or termination by him (as those terms are defined in the agreement), Mr. Endresen will receive the termination benefits described in the table above.

We believe that having in place reasonable and competitive post-employment compensation arrangements is essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave the Company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

In determining payment and benefit levels under the various circumstances covered by such post-employment compensation arrangements, the HRCG Committee has drawn a distinction between voluntary terminations of employment, terminations of employment for cause, and involuntary termination of employment in connection with or not involving a change in control of the Company. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the executive officer’s departure is due, at least in part, to circumstances not within his or her control.

In contrast, we believe that payments are generally not appropriate in the event of a voluntary resignation or termination of employment for cause because such events often reflect either an affirmative decision by the executive officer to end his or her relationship with us or inadequate performance.

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HUMAN RESOURCES AND CORPORATE GOVERNANCE COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” to be “filed” with the SEC, or to be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulations S-K) or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The HRCG Committee has reviewed and discussed the CD&A with management. Based on that review and those discussions, the HRCG Committee recommended to the Board that the CD&A be included in the proxy statement for the 2021 Annual Meeting of the Shareholders and the Annual Report on Form 10-K for the year ended December 31, 2021.

This report is submitted by the Company’s Human Resource and Corporate Governance Committee consisting of Douglas I. Smith (Chair), Sandra A. Cavanaugh, Jeffrey D. Green, James R. Mitchell, Jr., Nancy D. Pellegrino and Joanne R. Harrell.

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2021 Summary Compensation Table

The following table sets forth certain information regarding the compensation awarded to, earned by, or paid to our named executive officers during 2021, 2020 and 2019, to the extent required by SEC executive compensation disclosure rules.

Name and Principal Positions	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Plan Compensation Earnings ($)(2)	Change in Pension and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)(3)	Total ($)
Mark K. Mason	2021	775,000	—	765,386	—	943,640	—	17,995	2,502,021
Chief Executive Officer	2020	738,462	—	506,139	—	800,730	—	74,849	2,120,180
	2019	700,000	—	525,056	—	474,474	—	17,361	1,716,891
John M. Michel	2021	441,769	—	257,769	—	313,810	—	71,821	1,085,169
Chief Financial Officer, EVP	2020	376,058	—	762,697	—	335,650	—	65,743	1,540,148
William D. Endresen	2021	387,115	—	185,158	—	1,417,274	—	15,367	2,004,914
EVP, CRE Operations	2020	375,577	—	180,755	—	998,874	—	56,047	1,611,253
	2019	315,000	—	157,617	—	851,120	—	12,511	1,336,248
Erik D. Hand	2021	250,732	—	48,319	—	613,068	—	14,940	927,059
EVP, Residential Lending Director	2020	253,108	—	47,261	—	765,322	—	43,614	1,109,305
Darrell S. van Amen	2021	360,939	—	156,642	—	200,670	—	17,995	736,246
EVP, Treasurer and Chief	2020	364,359	—	152,918	—	203,940	—	84,844	806,061
Investment Officer	2019	343,926	—	155,571	—	155,470	—	17,789	672,756

____________

(1)      Amounts represent the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718. See grant date fair value table above for additional information regarding the issuance of these awards.

(2)      Represents amounts earned for services rendered during the fiscal year, whether or not actually paid during such fiscal year under the Annual Incentive Plans.

(3)      Includes (i) 401k matching contributions; (ii) other fringe benefits including health club memberships and parking; (iii) for Mr. Michel, housing and relocation benefits of $56,454 and $42,720 in 2021 and 2020, respectively; and (iv) in 2020, vacation payouts resulting from a change in our executive vacation policy of: Mr. Mason — $56,714, Mr. Michel — $7,730, Mr. Endresen — $43,270, Mr. Hand — $28,248, and Mr. van Amen — $67,585.

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2021 Grants of Plan Based Awards
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards
NEO	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)(2)	Target (#)(2)	Maximum (#)(2)	All Other Stock Awards: Number of Shares of Stock or Stock Units  (#)(3)	All Other Options Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards ($)
Mark K. Mason		387,500	775,000	1,162,500
	1/1/21	—	—	—	—	—	—	11,595	—	—	391,331
	1/1/21	—	—	—	5,798	11,595	17,393	—	—	—	374,055
John M. Michel		133,014	266,027	399,041
	1/1/21	—	—	—	—	—	—	3,905	—	—	131,794
	1/1/21	—	—	—	1,953	3,905	5,858	—	—	—	125,975
William D. Endresen		—	1,342,803	—
	1/1/21	—	—	—	—	—	—	2,805	—	—	94,669
	1/1/21	—	—	—	1,443	2,805	4,208	—	—	—	90,489
Erik D. Hand		—	475,305	—
	1/1/21	—	—	—	—	—	—	732	—	—	24,705
	1/1/21	—	—	—	366	732	1,098	—	—	—	23,614
Darrell S. van Amen		81,669	163,337	245,006
	1/1/21	—	—	—	—	—	—	2,373	—	—	80,089
	1/1/21	—	—	—	1,187	2,373	3,560	—	—	—	76,553

____________

(1)      Amounts for Mr. Mason, Mr. Michel and Mr. van Amen are under the Annual Incentive Plan. Please see “Annual Incentive Plan Awards (Short-Term Incentives)” above in CD&A for more information. Amounts for Mr. Endresen and Mr. Hand are pursuant to their individual commission plans which do not have a threshold for payment or a cap on the maximum amount that can be paid under the award. The target amount represents the computed commission payout based on the 2022 strategic plan adopted by the Board. Please see “Commissioned NEOs Incentive Plan Arrangements” above in CD&A for more information.

(2)      Represents grants of PSUs under the 2014 Plan. Awards vest following determination by the HRCG Committee of satisfaction of performance goals over a three-year performance period ending on December 31, 2023. In each case, the vesting of the award is contingent on the NEO’s employment with the Company not having been terminated for any reason other than retirement, death or disability prior to the date the HRCG Committee certifies the achievement of performance goals for the relevant performance period. In addition, such awards may vest in connection with a change in control in certain circumstances. For more information, please see “Long-Term Incentives” on page 49 of this Proxy Statement, and “Potential Payments upon Termination or Change in Control” on page 59 of this Proxy Statement.

(3)      Represents grants of RSUs under the 2014 Plan. Awards vest ratably on the first, second and third anniversaries of the date of grant. In each case, the vesting of the award is contingent on the NEO’s employment with the Company not having been terminated for any reason other than retirement, death or disability, on the applicable vesting date. In addition, such awards may vest in connection with a change in control in certain circumstances. For more information, please see “Long-Term Incentives” on page 49 of this Proxy Statement, and “Potential Payments upon Termination or Change in Control” on page 59 of this Proxy Statement.

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Outstanding Equity Awards at 2021 Fiscal Year-End
		OPTION AWARDS					STOCK AWARDS
NEO	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Mark K. Mason	3/28/19	—	—	—	—	—	3,307	171,964	—	—
	4/25/19	—	—	—	—	—	13,995	727,740	—	—
	3/28/20	—	—	—	—	—	8,182	425,464	—	—
	3/28/20	—	—	—	—	—	—	—	18,410	957,320
	1/1/21	—	—	—	—	—	11,595	602,940	—	—
	1/1/21	—	—	—	—	—	—	—	17,393	904,436
John M. Michel	5/11/20	—	—	—	—	—	7,740	402,480	—	—
	5/26/20	—	—	—	—	—	3,614	187,928	—	—
	5/26/20	—	—	—	—	—	—	—	8,132	422,864
	1/1/21	—	—	—	—	—	3,905	203,060	—	—
	1/1/21	—	—	—	—	—	—	—	5,858	304,616
William D. Endresen	3/28/19	—	—	—	—	—	993	51,636	—	—
	4/25/19	—	—	—	—	—	4,200	218,400	—	—
	3/28/20	—	—	—	—	—	2,922	151,944	—	—
	3/28/20	—	—	—	—	—	—	—	6,575	341,900
	1/1/21	—	—	—	—	—	2,805	145,860	—	—
	1/1/21	—	—	—	—	—	—	—	4,208	218,816
Erik D. Hand	3/28/19	—	—	—	—	—	303	15,756	—	—
	4/25/19	—	—	—	—	—	1,281	66,612	—	—
	3/28/20	—	—	—	—	—	764	39,728	—	—
	3/28/20	—	—	—	—	—	—	—	1,719	89,388
	1/1/21	—	—	—	—	—	732	38,064	—	—
	1/1/21	—	—	—	—	—	—	—	1,098	57,096
Darrell S. van Amen	3/28/19	—	—	—	—	—	980	50,960	—	—
	4/25/19	—	—	—	—	—	4,146	215,592	—	—
	3/28/20	—	—	—	—	—	2,472	128,544	—	—
	3/28/20	—	—	—	—	—	—	—	5,562	289,224
	1/1/21	—	—	—	—	—	2,373	123,396	—	—
	1/1/21	—	—	—	—	—	—	—	3,560	185,120

____________

(1)      Amount shown reflects the number of RSUs that had not vested as of December 31, 2021 and PSUs issued in 2019 that were earned as of December 31, 2021 and issued in January 2022. All of the RSUs, except those issued to Mr. Michel on May 11, 2020, vest ratably over three years from the date of grant. The first vesting date of the RSUs granted to Mr. Michel on May 11, 2020 was November 11, 2020, with the subsequent two vestings also occurring on November 11 of the succeeding two years. In each case, the vesting of RSUs is contingent on the NEO’s employment with the Company not having been terminated for any reason other than retirement, death or disability on the applicable vesting date. In addition, such awards may vest in connection with a change in control in certain circumstances. For more information, please see “Long-Term Incentives” on page 49 of this Proxy Statement, and “Potential Payments upon Termination or Change in Control” on page 59 of this Proxy Statement.

(2)      Based on the December 31, 2021 closing market price of the Company’s shares of common stock on Nasdaq of $52.00 per share.

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(3)      Includes PSU awards granted in 2020 and 2021. Vesting of PSUs is based on achievement of a performance goal that was based on TSR. For PSUs granted in 2020, the performance period covers fiscal years 2020 – 2022. For PSUs granted in 2021, the performance period covers fiscal years 2021 – 2023. In each case, the vesting of the award is also contingent on the NEO’s employment with the Company not having been terminated for any reason other than retirement, death or disability prior to the date the HRCG Committee certifies the achievement of performance goals for the relevant performance period. Amounts included in the table are based on the maximum award amounts given the Company’s current performance trends, which would result in an above target payout; each award has a maximum value equal to 150% of the target value. In addition, such awards may vest in connection with a change in control in certain circumstances. For more information, please see “Long-Term Incentives” on page 49 of this Proxy Statement, and “Potential Payments upon Termination or Change in Control” on page 59 of this Proxy Statement.

The following table sets forth the number of shares acquired from the vesting of RSUs and PSUs by each of the NEOs during fiscal year 2021 and the number of shares acquired on the exercise of stock options by NEOs during fiscal year 2021, where relevant. The table also presents the value realized as calculated based on the closing price per share of our common stock on Nasdaq on the vesting or option exercise date.

2021 Stock Option Exercises and Stock Vested
	Option Award		Stock Awards
NEO	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Mark K. Mason	—	—	10,291	443,275
John M. Michel	—	—	9,547	486,026
William D. Endresen	—	—	3,322	143,724
Erik D. Hand	—	—	685	31,352
Darrell S. van Amen	44,460	1,835,883	3,032	130,949

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Employment Agreements

As described above in the “Compensation Discussion and Analysis,” as of December 31, 2021, we had entered into executive employment agreements, which provide for certain severance benefits in the event of a qualified termination with each of the NEOs other than Mr. van Amen and Mr. Hand, with whom we have entered into change in control agreements.

Severance Provisions

Our NEO employment agreements provide for payment of severance amounts based on the executive’s annual salary and annual incentive plan award or, in the case of Mr. Endresen, commission-based incentive payments, of between one time and two times base salary and incentive payments. Mr. Mason’s, Mr. Michel’s and Mr. Endresen’s current employment agreement also provides for up to 18 months of continuing health insurance coverage for each such executive and with respect to Mr. Mason his dependents in the event his employment is terminated by the Company or the surviving entity without cause (or by him with good reason).

Change in Control Severance Provision

Our NEO employment and change in control agreements also provide for certain severance benefits in the event (1) there is a change in control event (as defined in each executive’s agreement) and (2) the executive is either terminated by us or the successor company without cause (as defined in each executive’s agreement) or terminates his or her employment for good reason (as defined in each executive’s agreement) within 90 days prior to or 12 months following the change in control (as defined in each executive’s agreement). The agreements provide for payment of severance amounts based on the executive’s annual salary and annual incentive plan award or, in the case of Mr. Endresen and Mr. Hand, commission-based incentive payments, of between one-and-a-half times and two-and-a-half times base salary and incentive payments. The current employment agreements for each of Mr. Mason, Mr. Michel and Mr. Endresen also provides for up to 18 months of continuing health insurance coverage for such executive and his dependents in the event his employment is terminated by the Company or the surviving entity without cause (or by him with good reason) in connection with a change in control. Payments and benefits may be delayed six months following separation from service in connection with a change in control in order to comply with Section 409A of the Code.

Our NEO’s employment agreements contain a “better after-tax” provision, which provides that if any of the payments to the executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the executive receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code.

Additional Severance Benefit

In addition, in the event of a termination due to his total disability, Mr. Mason would receive 18 months of health insurance coverage for himself and his dependents.

Condition to Receiving Severance Benefits

As a condition to receiving any severance benefits under his or her employment agreement to which the executive would not otherwise be entitled, the executive must execute a release of all of his or her rights and claims relating to his or her employment and comply with certain post-termination restrictions, including, among other things, continuing to comply with the terms of his or her proprietary information and non-disclosure agreement, and for a period of six to 18 months, depending on the executive, and comply with certain non-solicitation and non-competition provisions that are set forth in each executive’s employment agreement.

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Change in Control Agreements

HomeStreet has entered into Change in Control Agreements with certain senior officers who do not have a change in control provision as part of an employment agreement, including Mr. van Amen and Mr. Hand. The Change in Control Agreement with Mr. van Amen and Mr. Hand provides an enhanced severance payment in certain circumstances: if within 12 months following a change in control or 90 days prior to such change in control, the employee is terminated by the Company for any reason except for “Cause” (as defined in the agreement) or the employee resigns for “Good Reason” (as defined in the agreement), Mr. van Amen and Mr. Hand will receive a multiple of his current salary (two times in the case of Mr. van Amen and one-and-one-half times in the case of Mr. Hand) plus an amount equal to a multiple of his last annual bonus or his target incentive compensation for the current year (two times in the case of Mr. van Amen and one-and-one-half times in the case of Mr. Hand), whichever is greater, provided a release agreement is signed at the time of termination.

2014 Plan

In addition to the severance benefits included in the employment agreements, our 2014 Plan provides that in the event of a change in control (as defined in the 2014 Plan) if the surviving entity does not assume the outstanding awards granted under the 2014 Plan or place the participants in a similar plan with no diminution in value of awards, all then outstanding equity awards will vest upon the change in control. In addition, the 2014 Plan provides that if a participant is terminated without cause (as defined in the 2014 Plan) or resigns for good reason (as defined in the 2014 Plan) within 12 months following such change in control, his or her outstanding equity awards will vest upon the termination date.

2014 Plan Award Agreements

Our standard form of RSU agreement provides that RSUs vest incrementally in three equal installments on the first, second and third anniversaries from the grant date. In each case, the vesting of the award is contingent on the NEO’s employment with the Company not having been terminated for any reason other than retirement, death or disability on the applicable vesting date. If the participant’s continuous service terminates as a result of death, disability, or retirement on or after age65, a pro rata portion of the RSUs will vest as of the date of such termination equal to the number of full months from the grant date until the date of such event divided by36, times the total number of RSUs granted, less the number of RSUs vested as of a previous anniversary date. The employment agreements for Mr. Mason, Mr. Michel and Mr. Endresen provide for the pro rata vesting of any unvested RSUs through the date of termination plus an additional one-year period of vesting for Mr. Mason and an additional six month period of vesting for Mr. Michel and Mr. Endresen.

Our standard form of PSU agreement provides that PSUs are earned and vested based on achieving specified company performance over the three-year performance period. In each case, the vesting of the award is also contingent on the participant’s employment with the Company not having been terminated for any reason other than retirement, death or disability prior to the date the HRCG Committee certifies the achievement of the performance goal for the relevant performance period. If a participant’s continuous service terminates during the performance period as a result of retirement on or after age65, the PSUs will vest for that participant at the end of the performance period in a pro rata portion of the PSUs subject to achievement of the performance goal as if the participant’s continuous service had not terminated. The pro rata portion will be calculated by multiplying the PSUs thus vested by a fraction, the numerator of which equals the number of full months that the participant was employed during the performance period and the denominator of which equals 36. If a participant’s continuous service terminates during the performance period as a result of death or disability, a participant will vest on a pro-rata basis to the extent PSUs would be vested based on actual performance during the full quarters employed during the performance period. The pro-rata fraction will be calculated by multiplying then-vested PSUs by a fraction, the numerator of which equals the number of full months that the participant was employed during the performance period and the denominator of which equals 36. The employment agreements for Mr. Mason, Mr. Michel and Mr. Endresen provide for the pro rata vesting of any unvested PSUs through the date of termination plus an additional one year period for Mr. Mason and an additional six month period for Mr. Michel and Mr. Endresen.

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The tables below set forth the value of compensation and benefits that would become payable to each of the NEOs as of December 31, 2021 assuming (1) a change in control had occurred on that date and/or (2) the NEO experienced a qualifying termination of employment on that date, and in the case of payments made in connection with a change in control without considering the impact of the “better after-tax” provision. The applicable amounts are reported based upon the NEO’s compensation as of such date and based on the December 31, 2021 closing market price of the Company’s shares of common stock on Nasdaq of $52.00 per share. In the case of termination benefits, these benefits are in addition to what the NEO would receive in the event of any termination, and the benefits available generally to salaried employees, such as earned but unpaid salary and reimbursement of reasonable business expenses incurred for activities prior to such date of termination.

The actual amounts that would be paid in connection with such events can be determined only at the time of any such event. Due to the number of factors that affect the nature and amount of any benefits provided upon such an event, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s then current base salary.

The benefits payable assuming (1) the applicable NEO is terminated without cause or resigns for good reason on December 31, 2021 and (2) no change in control has occurred, as reported in the below table, are as follows:

•        Cash severance: For NEOs with an employment agreement (Mr. Mason, Mr. Michel and Mr. Endresen), cash severance amounts consist of (1) two-times annual base salary, plus (2) two times the greater of the executive’s annual cash target incentive or the last annual cash incentive paid to the executive, plus (3) health insurance benefits for the executive and their dependents for up to 18 months following termination. Mr. Hand and Mr. van Amen do not have an employment agreement. Their severance payment amount is based on the Company’s overall severance plan which provides for one week of pay for every year of service with a maximum payout of 24 weeks.

•        The employment agreements for Mr. Mason, Mr. Michel and Mr. Endresen provide for the pro rata vesting of any unvested RSUs and PSUs through the date of termination plus an additional one year period for Mr. Mason and an additional six month period for Mr. Michel and Mr. Endresen.

2021 Potential Payments upon Termination Outside of a Change in Control
	Cash Severance						Intrinsic Value of Accelerated Awards if Awards are Assumed(1)
NEO	Severance Payment		Highest Bonus Amount		Benefits Payments		Vesting of RSUs		Vesting of PSUs		Total
Mark K. Mason	$	1,550,000	$	1,887,280	$	32,431	$	1,928,108	$	1,241,136	$	6,638,955
John M. Michel	$	886,758	$	627,620	$	42,732	$	793,468	$	484,952	$	2,835,530
William D. Endresen	$	780,000	$	3,135,080	$	32,431	$	567,840	$	373,776	$	4,889,127
Erik D. Hand(2)	$	53,338	$	—	$	—	$	66,612	$	—	$	119,950
Darrell S. van Amen(2)	$	132,624	$	—	$	—	$	215,592	$	—	$	348,216

____________

(1)      Based on the December 31, 2021 closing market price of the Company’s shares of common stock on Nasdaq of $52.00 per share.

(2)      The amounts shown for vesting of RSUs for Mr. Hand and Mr. van Amen represent their 2019 PSU payout which was earned as of December 31, 2021 and issued in January 2022.

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The benefits payable assuming (1) the applicable NEO is terminated without cause or resigns for good reason on December 31, 2021, (2) a change in control has occurred and (3) the NEO’s RSUs and PSUs are assumed, as reported in the below table, are as follows:

•        Cash severance: cash severance amounts consist of: (1) between one-and-one-half times and two-and-one-half times annual base salary, depending on the executive; plus (2) between one-and-one-half times and two-and-one-half times the greater of the executive’s annual cash target incentive or the last annual cash incentive paid to the executive, depending on the executive; plus (3) for Mr. Mason, health insurance benefits for the executive and his dependents for up to 18 months following termination.

•        Equity awards: each outstanding equity award under the 2014 Plan that remains subject to vesting provisions will vest in full, with PSUs vesting at target levels.

NEO	Cash Severance						Intrinsic Value of Accelerated Awards if Awards are Assumed				Total
	Severance Payment		Highest Bonus Amount		Benefits Payments		Vesting of RSUs(1)		Vesting of PSUs(1)
Mark K. Mason	$	1,937,500	$	2,359,100	$	32,431	$	1,928,108	$	1,241,136	$	7,498,275
John M. Michel	$	886,758	$	627,620	$	—	$	793,468	$	484,952	$	2,792,798
William D. Endresen	$	780,000	$	3,135,080	$	—	$	567,840	$	373,776	$	4,856,696
Erik D. Hand(2)	$	378,216	$	919,602	$	—	$	160,160	$	97,656	$	1,555,634
Darrell S. van Amen(2)	$	725,944	$	401,400	$	—	$	518,492	$	316,212	$	1,962,048

____________

(1)      Based on the December 31, 2021 closing market price of the Company’s shares of common stock on Nasdaq of $52.00 per share. In the event awards granted under the 2014 Plan are assumed or replaced and the executive officer is terminated without cause or resigns for good reason within 12 months of the change in control, such RSUs and PSUs will become immediately vested at the time of the date of termination. PSUs will vest at 100% of target levels.

(2)      While Mr. van Amen and Mr. Hand do not have an employment agreement, each would be paid a severance amount in this circumstance pursuant to their Change in Control Agreement with the Company.

The benefits payable with respect to equity awards assuming a change in control occurred on December 31, 2021 where the surviving entity does not assume the outstanding awards or place the participants in a similar plan with no diminution in value of awards, as reported in the below table, are as follows:

•        Equity awards:    each outstanding equity award under the 2014 Plan that remains subject to vesting provisions will vest in full, with PSUs vesting at target levels.

2021 Potential Payments upon a Change in Control Where Awards Are Not Assumed
	Intrinsic Value of Accelerated Awards(1)
NEO	Vesting of RSUs		Vesting of PSUs		Total
Mark K. Mason	$	1,928,108	$	1,241,136	$	3,169,244
John M. Michel	$	793,468	$	484,952	$	1,278,420
William D. Endresen	$	567,840	$	373,776	$	941,616
Erik D. Hand	$	160,160	$	97,656	$	257,816
Darrell S. van Amen	$	518,492	$	316,212	$	834,704

____________

(1)      Based on December 31, 2021 closing market price of the Company’s common stock on Nasdaq of $52.00 per share. Under the 2014 Plan, all RSUs and PSUs will become immediately vested at the time of a change in control if the acquiring company does not assume or replace such awards.

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The benefits payable assuming the applicable NEO’s termination of employment on December 31, 2021 due to retirement, death or disability as reported in the below table are as follows:

•        Equity awards:    The agreements covering the RSUs and PSUs provide for the pro rata vesting of any outstanding awards up to the date of a recipient’s retirement, death or disability. The employment agreements for Mr. Mason, Mr. Michel and Mr. Endresen provide for the pro rata vesting of any unvested RSUs and PSUs through the date of termination plus an additional one year period for Mr. Mason and an additional six month period for Mr. Michel and Mr. Endresen.

•        Bonus Payout:    This amount represents the unpaid portion of any 2021 annual incentive payments which would be due to each of the NEOs upon their termination for retirement, death or disability as of December31, 2021.

•        Benefit Payments:    For Mr. Mason, the Company will pay for health insurance benefits for the executive and his dependents for up to 18 months upon termination.

2021 Potential Payments upon Retirement, Death or Disability
	Vesting of RSUs(1)				Vesting of PSUs(1)(2)
NEO	Retirement		Death or Disability		Retirement		Death or Disability		Bonus Payout		Benefit Payments
Mark K. Mason	$	1,673,932	$	1,673,932	$	1,040,156	$	1,040,156	$	943,640	$	32,431
John M. Michel	$	471,692	$	471,692	$	328,900	$	328,900	$	313,810	$	—
William D. Endresen	$	437,944	$	437,944	$	259,428	$	259,428	$	663,946	$	—
Erik D. Hand(3)	$	—	$	106,028	$	—	$	50,596	$	291,363	$	—
Darrell S. van Amen(3)	$	—	$	343,148	$	—	$	163,852	$	200,700	$	—

____________

(1)      Based on the December 31, 2021 closing market price of the Company’s common stock on Nasdaq of $52.00 per share.

(2)      The actual results used to determine the payout of unvested PSUs are not determinable until the end of the relevant performance period. Therefore, PSUs reported in this table reflect the target level of performance goals for PSUs.

(3)      While the RSU and PSU agreements provide for the pro rata vesting of awards upon retirement after age 65, Mr. Hand and Mr. van Amen would not be eligible as of December 31, 2021 because of their current ages.

Ratio of CEO Pay to Median Employee Pay

•        2021 annual total compensation of the median employee of HomeStreet Bank (excluding the CEO) was $87,736

•        2021 annual total compensation of our CEO, Mr. Mason, was $2,502,021

•        For 2021, the ratio of the annual compensation of Mr. Mason to the median annual total compensation of all our employees was 28.5 to 1

How We Identified the Median Employee

To identify the median Company employee, we identified our total employee population as of December 31, 2021, and, in accordance with SEC rules, which excluded the CEO. We then used a consistently applied compensation measure, which in our case was 2021 Box 1 W-2 employee data to arrive at the median employee. This data included base pay, overtime, bonus payouts, incentives, commissions and the value of equity awards upon vesting. We did not annualize any compensation, apply any cost of living adjustments or exclude any employees.

As required by the SEC, after identifying our median employee, we calculated 2021 annual total compensation for our median employee using the same methodology that we used to determine Mr. Mason’s annual total compensation as reported in the Summary Compensation Table on page 55 of this Proxy Statement.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and our methodology described above.

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

Overview

As required pursuant to Section 14A of the Exchange Act, we are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices for named executive officers described in this Proxy Statement. In accordance with the requirements of the SEC, we are providing you the opportunity, as a shareholder, to endorse or not endorse our executive pay program through the following non-binding resolution:

“RESOLVED, that the compensation paid to the named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and related materials included in the Proxy Statement, is hereby approved.”

We believe that our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Our compensation program is designed to motivate our leaders to contribute to the achievement of our financial goals and to focus on long-term value creation for our shareholders. For more information, we invite you to consider the details of our executive compensation provided under “Compensation Discussion and Analysis” on page 37 of this Proxy Statement. That section provides you with information about the structure of our executive compensation and the objectives that our compensation program is intended to achieve.

We currently conduct annual advisory votes on named executive officer compensation, and we expect to conduct the next advisory vote at our 2023 annual meeting of shareholders.

Because your vote is advisory, it will not be binding upon the Board. However, the HRCG Committee values the opinions that our shareholders express in their votes and will take into account the outcome of the vote when considering future executive compensation arrangements.

Vote Required and Board Recommendation

The proposal on the advisory (non-binding) vote to approve named executive officer compensation requires the affirmative vote “FOR” of a majority of the shares present and voting on this matter.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” APPROVAL OF THE
COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS
PROXY STATEMENT.

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AUDIT COMMITTEE REPORT

As more fully described in the Audit Committee Charter, the Audit Committee, which consists solely of directors who satisfy applicable independence requirements of Nasdaq and SEC rules, is responsible for overseeing the integrity of the Company’s financial reporting process, financial statements and internal accounting controls.

The Audit Committee is also directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm to perform quarterly reviews and an annual audit of the Company’s financial statements. Deloitte & Touche LLP (“Deloitte”) served as the Company’s independent registered public accounting firm for 2021 and conducted an audit of the Company’s consolidated financial statements for fiscal year 2021.

In fulfilling its responsibilities, the Audit Committee has:

•        Reviewed and discussed the adequacy and effectiveness of the Company’s internal controls over financial reporting with management and Deloitte;

•        Reviewed and discussed the Company’s critical accounting policies, practices, and estimates with management and Deloitte;

•        Reviewed and discussed the Company’s audited financial statements with management and Deloitte;

•        Discussed with Deloitte matters required by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

•        Received and reviewed written communications from Deloitte as required by Public Company Accounting Oversight Board (“PCAOB”) Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence), and discussed Deloitte’s independence with Deloitte; and

•        Received and reviewed written communications from Deloitte regarding their internal quality control procedures including the results of internal and peer reviews and PCAOB inspections.

Based on its review and discussions, the Audit Committee recommended to the full Board that the audited consolidated financial statements for the year ended December 31, 2021 be included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC.

Submitted by the Audit Committee of the Board of Directors of HomeStreet, Inc.

Jeffrey D. Green, Chair

Scott M. Boggs

James R. Mitchell, Jr.

Douglas I. Smith

Donald R. Voss

The information contained in this report shall not be deemed to be “soliciting material” to be “filed” with the SEC, or subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that the Company specifically incorporates it by reference into a document filed under the Exchange Act.

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PROPOSAL 3
ADVISORY (NON-BINDING) RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Overview

The Audit Committee has selected Deloitte as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2022. We have used Deloitte as our independent registered public accounting firm since January 1, 2013.

Shareholder ratification of the appointment of Deloitte is not required by our Bylaws or other applicable legal requirements. However, the Board considers it desirable for shareholders to pass upon the selection of auditors as a matter of good corporate practice. We are submitting this proposal to our shareholders on an advisory (non-binding) basis, and the outcome of the vote will not be binding on the Company. In the event that this appointment of Deloitte as our independent registered public accounting firm is not ratified by our shareholders at the Annual Meeting, the appointment of Deloitte as our independent registered public accounting firm will be reconsidered by the Audit Committee. 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 change would be in the best interests of the Company and its shareholders.

Representatives of Deloitte are expected to be present at the Annual Meeting and will be given the opportunity to make a statement at the Annual Meeting if they desire to do so and respond to appropriate questions.

Fees of Independent Registered Public Accounting Firm

The following table presents fees billed for professional audit services and other services rendered to the Company by Deloitte for the years ended December 31, 2021 and December 31, 2020. Amounts in this table are presented in thousands.

(in 000’s)	2021		2020
Audit Fees(1)	$	1,422	$	1,380
Audit-Related Fees(2)		129		—
Tax Fees(3)		81		87
Other Fees(4)		2		2
Total	$	1,634	$	1,469

____________

(1)      Audit Fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements included in our Annual Report on Form 10-K and for the review of our quarterly financial statements, as well as services that generally only our independent registered public accounting firm can reasonably provide, including statutory audits and services rendered in connection with SEC filings.

(2)      Audit-Related Fees consist of fees billed for professional services in connection with the Company’s debt offering, which was completed in 2022.

(3)      Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning.

(4)      Other Fees consist of fees billed for products and services provided by the principal accountant other than the Audit Fees, Audit-Related Fees and Tax Fees.

Pre-Approval of Audit and Non-Audit Services

It is the responsibility of HomeStreet’s Audit Committee to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee has adopted a policy authorizing certain permissible audit and non-audit services to be performed by our independent registered public accounting firm with subsequent reporting and oversight required by the Audit Committee. Permissible services, not pre-approved pursuant to this policy, require specific review and approval prior to the engagement by the Audit Committee, or a designated member. All services rendered by and fees paid to our independent registered public accounting firm are reported to and monitored quarterly by the Audit Committee. The Audit Committee considers whether the provision of related audit services is compatible with maintaining the independent registered public accounting firm’s independence. To assist the Audit Committee in its oversight responsibilities, the pre-approval policy identifies

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the three basic principles of independence with respect to services provided by the independent registered public accounting firm: (1) whether the services are consistent with applicable rules on independent registered public accounting firm independence; (2) whether the independent registered public accounting firm is best positioned to provide the services in an effective and efficient manner, taking into consideration its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors; and (3) whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. The pre-approval policy also identifies the non-audit services the independent registered public accounting firm is prohibited from providing. All services provided by Deloitte in each of the last two fiscal years were pre-approved by the Audit Committee.

Engagement of Independent Registered Public Accounting Firm

In determining whether to engage or re-engage an audit firm, the Audit Committee annually considers, among other factors, the firm’s qualifications, performance and independence, including that of the lead partner, to determine whether the firm will serve in the best interest of the Company and its shareholders. In deciding whether to re-engage Deloitte, the Audit Committee also reviewed the non-audit services provided by Deloitte, the fees the Company paid for these non-audit services, and whether the provision of these services is compatible with maintaining the independence of the independent registered public accounting firm.

In addition, as part of the appointment process and in accordance with regulatory guidance and Deloitte’s policies regarding audit partner rotation requirements which limit the number of consecutive years an individual partner may serve as a lead or concurring audit partner, the Audit Committee selected a new lead audit partner effective for fiscal year 2018 to replace the lead audit partner who had served in that capacity for the past five years. Prior to making this selection, the Audit Committee met with the candidate and discussed his background, experience and independence, and determined he was qualified to serve in the role of lead audit partner.

Based on the foregoing, the Audit Committee has retained Deloitte as the Company’s independent registered public accounting firm for fiscal year 2022.

Vote Required and Board Recommendation

The proposal on the advisory (non-binding) vote to ratify the appointment of our independent registered public accounting firm requires the affirmative vote “FOR” of a majority of the shares present and voting on this matter.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers described in “Compensation Discussion and Analysis” above, the following is a description of each transaction since January 1, 2021, and each proposed transaction in which:

•        we have been or are to be a participant;

•        the amount involved exceeds or will exceed $120,000; and

•        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 sharing the household with any of these individuals (other than a tenant or employee), had or will have a direct or indirect material interest.

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Compensation Discussion and Analysis” on page 37 of this Proxy Statement and “Corporate Governance — Director Compensation” on page 32 of this Proxy Statement.

Loans

From time to time, HomeStreet Bank makes loans to directors, executive officers, principal shareholders, and their related interests (collectively, “insiders”) in the ordinary course of business. These loans, other than loans to immediate family members not living in the director, officer or principal shareholder’s home, are subject to the Federal Reserve Board’s Regulation O, which requires that they be made in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for non-insiders. Regulation O generally defines a principal shareholder as a person that directly or indirectly or acting through or in concert with one or more other persons, owns, controls or has the power to vote more than 10% of any class of voting shares. While loans to immediate family members not living in the director, officer, or principal shareholder’s home are not subject to Regulation O, HomeStreet Bank’s Corporate Compliance department reviews these loans to ensure they meet the same qualifications listed above. All such loans originated in 2021 comply with these provisions and do not involve more than the normal risk of collectability or present other features unfavorable to us.

Home Loans to Employees, Officers, and Directors Program

As a benefit of employment, HomeStreet Bank offers reduced closing costs to certain employees under the Home Loans to Employees, Officers, & Directors program. This program is offered to all permanent HomeStreet employees working 20 hours or more (“eligible employees”) for the financing of the employee’s primary or secondary residence. Employees may receive the closing cost credit on eligible home loan transactions once every 12 months. The amount of credit received depends upon the size and type of loan. Employee loan applications must meet HomeStreet Bank’s normal underwriting standards, and with the exception of discounted fees where applicable, the loan terms are the same as loans to members of the public. The same documentation requirements, including appraisal, credit report, and other third-party documentation, apply. The Home Loans to Employees, Officers, & Directors program is permissible under Regulation O, due to the fact that it is widely available to employees and does not give preference to the insider over other applicants.

In March 2021, HomeStreet Bank originated a loan to one of our executive officers, Jay Iseman, who is our Executive Vice President, Chief Credit Officer. The principal amount of the loan at origination was $420,000 with an interest rate of 2.5% reduced from 2.8125% upon payment of a market rate buydown fee, and a term of 30 years. Mr. Iseman received a discount on closing costs of 1.0% of the loan amount under the employee benefit described above. The purpose of this loan was to refinance the executive officer’s primary residence.

In October 2021, HomeStreet Bank originated a loan to, Scott Boggs, a Director. The principal amount of the loan at origination was $1,500,000 with an interest rate of 3%, fixed for 10 years, and a term of 30 years. Mr. Boggs received a discount on closing costs of 0.5% of the loan amount under the employee benefit described above. The purpose of this loan was to refinance the director’s primary residence.

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Under HomeStreet Bank’s Related Person Transaction Policies and Procedures, if a loan to an insider or a related person has any terms or conditions not available to the general public, such as an employee discount, approval by the Audit Committee is required. If the loan amount is less than $1 million, the Chair of the Audit Committee has the authority to pre-approve the transaction. Prior to origination, the loan to Mr. Iseman described above was reviewed and approved by the Audit Committee Chair. Prior to origination, the loan to Mr. Boggs described above was reviewed and approved by the Audit Committee. With the exception of the employee discounts provided to Mr. Iseman and Mr. Boggs, the loans were made in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with non-related persons, and were determined not to involve more than the normal risk of collectability or present other features unfavorable to the Company.

Indemnification Agreements

We have entered into indemnification agreements with all of our current and former directors and certain of our current and former executive officers, including Mr. Mason, Mr. Michel and Mr. van Amen. Subject to certain limitations, these agreements require us to 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 be indemnified.

Procedures for Approval of Related Party Transactions

As described above, HomeStreet Bank is subject to the requirements of Regulation O, which places certain restrictions on loan transactions between HomeStreet Bank and its directors, executive officers and principal shareholders (or any of their related interests). HomeStreet Bank surveys Company and Bank directors and senior and executive officers each year to identify their related interests. The Board has adopted a policy for lending to our employees, directors and executive officers to ensure compliance with Regulation O. Loans by HomeStreet Bank to our directors, executive officers, principal shareholders and their related interests that exceed $500,000 in aggregate require the approval of HomeStreet Bank’s board of directors.

In accordance with the Audit Committee’s charter, the Audit Committee has reviewed and pre-approved in writing any proposed related party transactions. However, certain types of transactions, including certain loans made in the ordinary course of business, executive officer employment arrangements and director compensation required to be disclosed in our proxy statements, certain charitable contributions, transactions where all shareholders receive a proportional benefit and transactions entered into through a competitive bid prices, may be automatically deemed pre-approved as related party transactions under our Related Person Transaction Policies and Procedures, a copy of which is available on our website at www.homestreet.com. In the case of a loan requiring HomeStreet Bank board approval under Regulation O, review and approval by our Board is still required despite any such pre-approval as a related party transaction.

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PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of our common stock as of April 1, 2022, by:

•        each of our directors and named executive officers;

•        all of our directors and executive officers as a group; and

•        each person known to us to be the beneficial owner of more than 5% of any class of our securities.

The amounts and percentage of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The SEC has defined “beneficial” ownership of a security to mean, generally, the possession, including shared possession, directly or indirectly, of voting power or investment power. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Unless otherwise indicated, we believe that each of the shareholders listed has sole voting and investment power with respect to their beneficially owned shares of our common stock.

The percentages reflect beneficial ownership as of April 1, 2022, as determined under Rule 13d-3 under the Exchange Act and are based on 18,700,536shares of our common stock outstanding as of that date. In addition, any options exercisable or RSUs vesting within 60 days of April 1, 2022 are included in the beneficial ownership of the holder of such option or RSUs, and the percentage ownership for that holder is calculated by adding the aggregate number of options exercisable or RSUs vesting within 60 days of April 1, 2022 to both the number of shares held by that specific shareholder and the total number of shares outstanding. Unless otherwise set forth in the following table, the address of the listed shareholders is c/o HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101.

Unless otherwise indicated, all ownership interests or voting power referenced herein, either in percentage terms or number of shares, in respect of the Company’s outstanding shares, have been calculated in accordance with Rule 13d-3 under the Exchange Act.

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Name and Address of Beneficial Owner	Amount andNature ofBeneficialOwnership	Percent ofClass
BlackRock, Inc.(1) 55 East 52nd Street, New York, NY 10055	2,930,627	15.7	%
Dimensional Fund Advisors LP(2) 6300 Bee Cave Road, Building One, Austin, TX 78746	1,681,562	9.0	%
The Vanguard Group(3) 100 Vanguard Blvd., Malvern, PA 19355	1,427,617	7.6	%
Mark K. Mason(4)	176,661	*
Donald R. Voss(5)	14,366	*
Scott M. Boggs(6)	26,948	*
Sandra A. Cavanaugh	11,547	*
Jeffrey D. Green(7)	7,672	*
Joanne R. Harrell	161	*
James R. Mitchell, Jr.	7,681	*
Mark R. Patterson(8)	180,880	1.0	%
Nancy D. Pellegrino(9)	6,732	*
Douglas I. Smith(10)	103,528	*
John Michel(11)	57,795	*
William Endresen(12)	13,254	*
Erik Hand	3,198	*
Darrell van Amen(13)	79,521	*
All executive officers and directors as a group (20 persons)(14)	894,292	4.8	%

____________

*        less than 1.0%

(1)      Based on Schedule 13G/A filed with the SEC on January 27, 2022. BlackRock, Inc. stated in its Schedule 13G/A filing with the SEC on January 27, 2022 (the “BlackRock 13G/A filing”) that, of the 2,930,627 shares beneficially owned at December 31, 2021, it has (a) sole voting power with respect to 2,894,931 shares, (b) shared voting power with respect to 0 shares, and (c) sole power to dispose of 2,930,627 shares. According to the BlackRock 13G/A filing, the address of Black Rock, Inc. is 55 East 52nd Street New York, NY 10055.

(2)      Based on Schedule 13G/A filed with the SEC on February 8, 2022. Dimensional Fund Advisors LP stated in its Schedule 13G/A filing with the SEC on February 8, 2022 (the “Dimensional 13G/A filing”) that, of the 1,681,562 shares beneficially owned at December 31, 2021, it has (a) sole voting power with respect to 1,649,362 shares, (b) shared voting power with respect to 0 shares, and (c) sole power to dispose of 1,681,562 shares. According to the Dimensional 13G/A filing, the address of Dimensional Fund Advisors LP is 6300 Bee Cave Road Building One, Austin, TX 78746.

(3)      Based on Schedule 13G/A filed with the SEC on February 10, 2022. The Vanguard Group stated in its Schedule 13G/A filing with the SEC on February 10, 2022 (the “Vanguard 13G/A filing”) that, of the 1,427,617 shares beneficially owned at December 31, 2021, it has (a) sole voting power with respect to 0 shares, (b) shared voting power with respect to 23,128 shares, (c) sole power to dispose of 1,390,255 shares, and (d) shared power to dispose of 37,362 shares. According to the Vanguard 13G/A filing, the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)      Includes 300shares held by Courtney Mason, Mr. Mason’s spouse. Mr. Mason disclaims beneficial ownership of Ms. Mason’s shares except to the extent of any pecuniary interest he may have therein.

(5)      Includes 1,000shares held as sole trustee for the Voss Family Trust. Includes 6,974 RSUs that represent a contingent right to receive 6,974shares of the Company’s common stock to be delivered at the time Mr.Voss leaves the Board for any reason. Because Mr.Voss is retiring from the Board at the conclusion of this Annual Meeting, Mr.Voss will receive 6,974shares of common stock immediately following this Annual Meeting.

(6)      Includes 7,900shares held jointly with Patricia Boggs, Mr. Boggs’s spouse.

(7)      Includes 720shares held by Tracy Green, Mr. Green’s spouse. Mr. Green disclaims beneficial ownership with respect to such shares except to the extent of any pecuniary interest he may have therein.

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(8)      Includes 165,000shares held by Mark and Michele Patterson Family Trust U/A dated August 23, 2010; Mr. Patterson and his spouse, Michele Patterson, are co-trustees and beneficiaries and share voting and investment power over the assets of the trust.

(9)      Includes 1,000shares held by Pellegrino Advisory Services LLC, of which Ms. Pellegrino is the principal and beneficial owner.

(10)    Includes 61,300shares of common stock held jointly by Ann Smith, Mr. Smith’s spouse.

(11)    Includes 18,988shares held by J Michel and R Michel TTEE, The Michel family Tr U/A DTD 6/14/18; Mr. Michel and his spouse, Rosetta Michel, are the co-trustees and beneficiaries of the J Michel and R. Michel Tr U/A DTD 6/14/18. Includes 1,807 RSUs that are scheduled to vest on May 26, 2022.

(12)    Includes 538shares held through the 401(k) Plan as of the last statement date of March 28, 2022. Participants in the Company’s 401(k) Plan have the authority to direct voting of shares they hold through the 401(k) Plan.

(13)    Includes 2,000shares owned by Jeannie van Amen, Mr. van Amen’s spouse. Mr. van Amen disclaims beneficial ownership with respect to such shares except to the extent of any pecuniary interest he may have therein.

(14)    Includes shares held by our Directors and NEOs as well as our six other executive officers. For our six other executive officers, includes 3,985shares were held through the 401(k) Plan as of the last statement date of March 28, 2022. Participants in the Company’s 401(k) Plan have the authority to direct voting of shares they hold through the 401(k) Plan.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities (“Reporting Persons”), to file with the Securities and Exchange Commission (SEC) reports of ownership and reports of changes in ownership of common stock and our other equity securities. Based solely on our review of reports filed with the SEC under Section 16(a) of the Exchange Act or written representations from certain Reporting Persons, the Company believes that during fiscal year ended December 31, 2021 all Reporting Persons complied with all applicable requirements other than a Form 4 that was inadvertently not timely filed for an option exercise for Ms. Vincent, and a Form 3 that was not timely filed for Mr. Parr in connection with Mr. Parr’s appointment as a Section 16 officer.

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OTHER MATTERS

Participants in the Solicitation

Under applicable regulations of the SEC, each of our directors and certain of our executive officers and other employees are “participants” in this proxy solicitation. For more information about our directors and executive officers, please see “Principal Shareholders” on page 70 of this Proxy Statement and “Proposal 1 — Election of Directors” on page 12 of this Proxy Statement. Other than the persons described in this Proxy Statement, no regular employees of the Company have been or are to be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation.

Costs of Solicitation

We are required by law to convene an annual meeting of shareholders at which directors are elected. Because our shares are widely held, it would be impractical for our shareholders to meet physically in sufficient numbers to hold a meeting. Accordingly, the Company is soliciting proxies from our shareholders. The Company will bear the expenses of calling and holding the Annual Meeting and the solicitation of proxies on behalf of our Board with respect to the Annual Meeting. These costs will include, among other items, the expense of preparing, assembling, printing and mailing the proxy materials to shareholders of record and beneficial owners, and reimbursements paid to brokers, banks and other nominees for their reasonable out-of-pocket expenses for forwarding proxy materials to shareholders and obtaining voting instructions from beneficial owners. In addition to soliciting proxies by mail, directors, officers and employees may solicit proxies on behalf of our Board, without additional compensation, personally or by telephone. We may also solicit proxies by email from shareholders who are our employees or who previously requested to receive proxy materials electronically. Excluding the salaries and wages of our regular employees, we have not incurred, and do not expect to incur, expenses related to our solicitation of proxies.

Shareholders Sharing the Same Address

SEC rules permit us to deliver only one copy of our proxy materials to multiple shareholders of record who share the same address and have the same last name, unless we have received contrary instructions from one or more of the shareholders. This delivery method, called “householding,” reduces our printing and mailing costs. Shareholders who participate in householding will continue to receive separate proxy cards.

If you are a shareholder of record who currently receives a single copy of our proxy materials and wishes to receive a separate copy of our proxy materials or if you are currently receiving multiple copies of our proxy materials at the same address and wish to receive only a single copy, please write to the Secretary of the Company at HomeStreet, Inc. 601 Union Street, Suite 2000, Seattle, WA 98101 or call at (206) 389-7773.

Beneficial owners sharing an address who are currently receiving multiple copies of our proxy materials and wish to receive only a single copy in the future, or who currently receive a single copy and wish to receive separate copies in the future, should contact their bank, broker or other nominee to request that only a single copy or separate copies, as the case may be, be delivered to all shareholders at the shared address in the future.

Appraisal Rights

Holders of shares of common stock do not have appraisal rights under Washington law in connection with this proxy solicitation.

Shareholder List

A list of our shareholders as of the close of business on April 1, 2022 will be available for inspection during business hours for 10 days prior to the Annual Meeting at our principal executive offices located at 601 Union Street, Suite 2000, Seattle, WA 98101. This list will also be accessible during the Annual Meeting through the meeting website www.virtualshareholdermeeting.com/HMST2022.

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Shareholders Proposals and Director Nominations for the 2023 Annual Meeting

For inclusion in HomeStreet’s proxy materials:To be considered for inclusion in the proxy materials for next year’s annual meeting of shareholders (the “2023 Annual Meeting”) under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), proposals must be received by our Corporate Secretary no later than December 16, 2023, and must comply will all applicable requirements of Rule 14a-8 of the Exchange Act.

To be brought before an annual meeting of shareholders:In addition, our Bylaws establish an advance notice procedure for shareholders who wish to present certain matters before an annual meeting of shareholders.

In general, nominations for the election of directors may be made (1) by or at the direction of the Board, or (2) by a shareholder of the Company entitled to vote at such meeting who has delivered written notice to our Corporate Secretary at our principal executive offices within the Notice Period (as defined below), who was a shareholder at the time of such notice and as of the Record Date, and whose notice is in accordance with the procedures set forth in our Bylaws.

Our Bylaws also provide that the only business that may be conducted at an annual meeting is business that is specified in the notice of meeting given by or at the direction of the Board, (2) properly brought before the meeting by or at the direction of the Board or (3) properly brought before the meeting by a shareholder who has delivered written notice to our Corporate Secretary at our principal executive offices within the Notice Period (as defined below), who was a shareholder at the time of such notice and as of the Record Date, and whose notice complies with our Bylaws.

Except as otherwise provided by law, our Articles of Incorporation, or our Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in compliance with our Bylaws, and if any proposed nomination or business is not in compliance with our Bylaws, to declare that such proposal or nomination shall be disregarded.

The “Notice Period” is defined as that period not earlier than 5:00 pm Pacific Time on the 120th day and not later than 5:00 pm Pacific Time on the 90th day prior to the first anniversary of the preceding year’s annual meeting. As a result, the Notice Period for the 2023 annual meeting of shareholders will start on January 26, 2023 and end on February 25, 2023. Our Bylaws contain different notice submission date requirements in the event our annual meeting is held more than 30 days before or 60 days after May 26, 2023.

In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 27, 2023.

If a shareholder who has notified the Company of his or her intention to appear in person or by a representative at the meeting to propose the business specified in the notice at an annual meeting of shareholders does not appear to present his or her proposal at such meeting, the Company need not present the proposal for vote at such meeting.

A copy of the full text of our Bylaws may be obtained by writing to our Corporate Secretary at our principal executive offices or by accessing our filings on the SEC’s website at www.sec.gov.

Availability of the Form 10-K and Other Filings

Copies of the 2021 Annual Report may be obtained without charge by writing to Investor Relations, HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101. This Proxy Statement, the 2021 Annual Report and other proxy materials are also available on www.proxyvote.com and on the following cookies-free website that can be accessed anonymously at www.homestreet.com/proxy. The SEC maintains a website located at www.sec.gov that also contains this information. The information on HomeStreet’s website and the SEC’s website are not part of this Proxy Statement.

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THE PROXY STATEMENT FOR THE ANNUAL MEETING AND THE ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 (AND ANY AMENDMENT THERETO) ARE
AVAILABLE FREE OF CHARGE ON OUR WEBSITE AT WWW.HOMESTREET.COM

WE ENCOURAGE YOU TO VOTE ELECTRONICALLY OVER THE INTERNET OR BY CALLING THE TOLL-FREE NUMBER (FOR RESIDENTS OF THE UNITED STATES AND CANADA) LISTED ON YOUR PROXY CARD. PLEASE HAVE YOUR PROXY CARD IN HAND WHEN GOING ONLINE OR CALLING. IF YOU AUTHORIZE YOUR PROXY ELECTRONICALLY OVER THE INTERNET OR BY CALLING THE TOLL-FREE NUMBER, YOU DO NOT NEED TO RETURN YOUR PROXY CARD. IF YOU CHOOSE TO AUTHORIZE YOUR PROXY BY MAIL, COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD IN THE POSTAGE PRE-PAID ENVELOPE THAT WAS ENCLOSED WITH YOUR PROXY MATERIALS.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. All statements relating to events or results that may occur in the future, including, but not limited to, the Company’s future costs of solicitation, record or meeting dates, compensation arrangements or structure, Board composition, future shareholder engagement and the Company’s strategy, and underlying assumptions of any of the foregoing are forward-looking statements.

When used in this Proxy Statement, terms such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of those terms or other comparable terms are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause us to fall short of our expectations or may cause us to deviate from our current plans, as expressed or implied by these statements. The known risks that could cause our results to differ, or may cause us to take actions that are not currently planned or expected, are described in the Company’s reports and filings with the SEC including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, under the heading Part I, Item 1A — “Risk Factors.” Unless required by law, the Company does not intend, and undertakes no obligation, to update or publicly release any revision to any forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, the change of circumstance or otherwise. Each forward-looking statement contained in this Proxy Statement is specifically qualified in its entirety by the aforementioned factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Proxy Statement.

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APPENDIX A — Non-gaap financial measures

In this Proxy Statement, we use the following non-GAAP measures: (1) tangible common equity and tangible assets, as we believe this information is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of capital ratios; and (2) an efficiency ratio, which is the ratio of noninterest expenses to the sum of net interest income and noninterest income, excluding certain items of income or expense and excluding taxes incurred and payable to the State of Washington as such taxes are not classified as income taxes and we believe including them in noninterest expenses impacts the comparability of our results to those companies whose operations are in states where assessed taxes on business are classified as income taxes. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by providing additional information used by management that is not otherwise required by GAAP or other applicable requirements. Our management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate a comparison of our performance to prior periods. We believe these measures are frequently used by securities analysts, investors and other parties in the evaluation of companies in our industry. These non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures prepared in accordance with GAAP. In the information below, we have provided reconciliations of, where applicable, the most comparable GAAP financial measures to the non-GAAP measures used in this Proxy Statement, or a reconciliation of the non-GAAP calculation of the financial measure.

	As of or For the Year Ended
(in thousands, except share and per share data)	December 31,2021			December 31,2020
Tangible book value per share
Shareholders’ equity	$	715,339		$	717,750
Less: Goodwill and other intangibles		(31,709	)		(32,880	)
Tangible shareholders’ equity	$	683,630		$	684,870
Common shares outstanding		20,085,336			21,796,904
Computed amount	$	34.04		$	31.42
Return on average tangible equity (annualized)
Average shareholders’ equity	$	725,802		$	706,160
Less: Average goodwill and other intangibles		(32,337	)		(33,613	)
Average tangible equity	$	693,465		$	672,547
Net income	$	115,422		$	79,990
Adjustments (tax effected): Amortization on core deposit intangibles		923			1,082
Tangible income applicable to shareholders	$	116,345		$	81,072
Ratio		16.8	%		12.1	%
Efficiency ratio
Noninterest expense
Total	$	215,343
Adjustments:
Legal fees recovery		1,900
State of Washington taxes		(2,423	)
Adjusted total	$	214,820
Total revenues
Net interest income	$	227,057
Noninterest income		119,975
Total	$	347,032
Ratio		61.9	%

A-1

BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O HOMESTREET P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May25, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May23, 2022 for shares held in the HomeStreet, Inc. 401(k) Savings Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/HMST2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May25, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May23, 2022 for shares held in the HomeStreet, Inc. 401(k) Savings Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D78589-P72108 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY HOMESTREET, INC. The Board of Directors recommends you vote FOR each of the following: Nominees: 1a. Scott M. Boggs 1b. Sandra A. Cavanaugh 1c. Jeffrey D. Green 1d. Joanne R. Harrell 1e. Mark K. Mason 1f. James R. Mitchell, Jr. 1g. Mark R. Patterson 1h. Nancy D. Pellegrino 1i. Douglas I. Smith For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date The Board of Directors recommends you vote FOR proposals 2 and 3. 2. Approval of the compensation of the Company’s named executive officers. 3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2022. NOTE: Proxies are authorized in their discretion to vote upon such other business as may properly come before the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10-K and Notice and Proxy Statement are available at www.proxyvote.com D78590-P72108 HOMESTREET, INC. Annual Meeting of Shareholders May26, 2022 at 10:00 AM Pacific Time This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Mark K. Mason and Godfrey B. Evans, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of HOMESTREET, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM, PDT on May26, 2022, via a live webcast accessibleat www.virtualshareholdermeeting.com/HMST2022 and any adjournment or postponement thereof, with all the powers the undersigned would possess if present in person. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side