iii

~~HOMESTREET, INC.~~

~~601 Union Street, Suite 2000~~

~~Seattle, WA 98101~~

PROXY STATEMENT
~~ANNUAL MEETING OF SHAREHOLDERS~~
~~to be Held May 26, 2016~~ SUMMARY

~~DATE, TIME, PLACE AND PURPOSE OF HOMESTREET’S ANNUAL MEETING~~

~~The 2016 annual meeting of shareholders of~~This summary highlights information about HomeStreet, Inc.~~, a Washington corporation~~ (the “Company” or “HomeStreet”) ~~will be held at 10:00 a.m., Pacific Daylight Time, on May 26, 2016, in the Windward Room of the Hilton Hotel, 1301 Sixth Avenue, Seattle, Washington 98101. References to the “Annual Meeting”~~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 ~~include any postponements or adjournments of such meeting. At the meeting,~~carefully before voting your shares. For more complete information regarding the Company’s ~~shareholders will be asked~~2022 performance, please review the Company’s 2022 annual report to ~~approve~~shareholders. Websites referenced throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a ~~proposal to elect three Class II nominees~~part of, and is not incorporated by reference into, this Proxy Statement.

THE ANNUAL MEETING

Date

May 25, 2023

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/HMST2023

Record Date

March 31, 2023

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, 18,767,811 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting. Each Share of our common stock is entitled to one vote for each director nominee and one vote for each of the proposals. For more information on voting, virtually attending the Annual Meeting and other meeting information, please see “Information About the Annual Meeting” on page 6 of this Proxy Statement.

VOTING MATTERS AND VOTE RECOMMENDATIONS

Unanimous Board
Recommendation

See Page

Proposal 1: Election of seven directors

FOR
the Board’s nominees

Proposal 2: Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers

FOR

Proposal 3: Ratiﬁcation on an advisory (non-binding) basis of the appointment of our independent registered public accounting ﬁrm for 2023

FOR

OUR DIRECTOR NOMINEES

Our Board of Directors (the “Board”) is currently comprised of eight directors, seven of whom are nominated and standing for election at the Annual Meeting. You are therefore being asked to elect seven directors this year to serve a one-year term on the Board until the 2024 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

13 years

Executive Chair

Scott M. Boggs

11 years

Audit, Enterprise Risk Management, Executive

Sandra A. Cavanaugh

4 years

Compensation Chair, Enterprise Risk Management, Executive, Nominating and Governance

Jeffrey D. Green

2 years

Audit Chair, Nominating and Governance

Joanne R. Harrell

1 year

Nominating & Governance Chair, Enterprise Risk Management, Compensation

James R. Mitchell, Jr.

3 years

Audit, Compensation, Nominating and Governance

Nancy D. Pellegrino

3 years

Enterprise Risk Management Chair, Compensation, Nominating and Governance

CORPORATE GOVERNANCE HIGHLIGHTS

ü Lead Independent Director with clearly defined responsibilities

ü Seven of eight current directors are independent

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

ü Average director tenure of director nominees is 5.3 years

ü Average age of director nominees is 66

ü Board diversity policy

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 ~~meeting~~vote requirements in ~~2019, to ratify~~ the ~~selection~~Articles of ~~Deloitte & Touche LLP as~~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 current director attended at least 75% of the meetings of the Board and the committees on which the director served in 2022

ü Policies prohibiting hedging of the Company’s ~~independent registered public accounting firm~~securities

ü Meaningful stock ownership and retention guidelines for directors

SHAREHOLDER ENGAGEMENT OVERVIEW

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

EXECUTIVE COMPENSATION HIGHLIGHTS

2022 Executive Compensation

•Average base salary increase for the ~~year~~top five NEOs was 3.0%

•The Company did not pay out the performance shares units (“PSUs”) granted in 2020 for the three-year measurement period ending December 31, ~~2016, and to vote~~2022 as the minimum performance objectives were not achieved

•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

Offer to engage with shareholders and consider shareholder input in designing our executive pay programs

No short-selling or hedging of Company’s securities permitted by our insider trading policy, which applies to directors, officers, employees and consultants

Short-term incentives that are designed to align with short-term objectives

No employment arrangements that provide for guaranteed salary increases or non-performance-based cash incentive awards for executive officers

Long-term performance-based equity incentive awards that are designed to align with long-term objectives and create shareholder value

No supplemental executive retirement plans

Substantial portion of compensation opportunity is at-risk

No “golden parachute” excise tax gross ups in employment agreements

Our CEO’s and other NEOs’ annual equity awards generally vest over a three-year period

No repricing, buyout or exchange of underwater stock options

Retain an independent, external compensation consultant

No excessive perquisites

Clawback features are incorporated into the short-term annual cash incentive programs for all executive officers

No single trigger vesting of equity awards in the event of a change of control

Use of multiple performance measures and caps on potential incentive payments

No excessive severance arrangements providing for payments exceeding 3 times base salary plus target/average/most recent bonus

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”)

No liberal change in control provisions in the 2014 Plan and executive employment agreements

Annual risk review of incentive compensation programs

No dividends paid on unvested performance shares or units

HOMESTREET, INC.

________________

PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 25, 2023

_________________

April 11, 2023

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on a shareholder proposal seeking a change in our charter documents to require a majority vote of all shares cast at a meeting to elect each director in any non-contested election of directors. This Proxy Statement is first being sent to the shareholdersbehalf of the ~~Company on~~Board of Directors of HomeStreet, Inc. (the “Company” or ~~about April 21, 2016, and is accompanied by a proxy card that is being solicited by the Company~~“HomeStreet”) for use at the Company’s 2023 Annual ~~Meeting.~~Meeting of shareholders (the “Annual Meeting” or “meeting”) to be held on May 25, 2023 at 10:00 a.m. Pacific Time as a virtual-only meeting which can be accessed

~~Unless otherwise specified, all ownership interests~~at www.virtualshareholdermeeting.com/HMST2023.

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 ~~voting power referenced herein, either in percentage terms~~about April 11, 2023, 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 2022 annual report to shareholders. The Notice of Internet Availability also provides instructions on how to vote by telephone or ~~number of shares, in respect~~by Internet and includes instructions on how to receive a paper copy of the ~~Company’s outstanding shares, have been calculated in accordance with Rule 13d-3 under~~proxy materials by mail. If you prefer to receive printed proxy materials, please follow the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”) as reflected~~instructions included in the ~~beneficial ownership table shown in the “Principal Shareholders” section elsewhere in this Proxy Statement.~~

Notice of Internet Availability.

~~QUESTIONS AND ANSWERS~~

INFORMATION ABOUT THE ~~PROXY MATERIALS AND~~ ANNUAL MEETING

1.Why am I receiving these materials?

Our Board of Directors (the “Board”) has sent you ~~this~~the Notice of Internet Availability and accompanying Proxy Statement ~~and the accompanying proxy card~~ 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, ~~of record,~~ 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. ~~The reasons for, and further~~For more information ~~in relation to, each of these proposals are described in more detail~~on the participants in the ~~questions and answers and other materials that follow.~~Board’s solicitation, please see “Participants in the Solicitation” on page 83 of this Proxy Statement.

2.Who is entitled to vote?

All shareholders of record of ~~HomeStreet~~HomeStreet’s common stock at the close of business on ~~April 21, 2016~~March 31, 2023 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.

~~Who is a shareholder of record?~~

~~A shareholder of record is a person or entity whose name appears on or in our records as an owner of one or more shares of our common stock as of the close of business on the Record Date.~~

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

As of the Record Date, ~~24,556,153.6~~18,767,811 shares 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 ~~share~~stock you owned ~~of record~~ 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 ~~proposals~~matters presented at this meeting, you are entitled to one vote for each share of common ~~share~~stock you owned ~~of record~~ on the Record Date.

~~What proposals will be voted on at~~

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 ~~Annual Meeting?~~

~~The proposals scheduled~~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 ~~be voted on at~~you and you are invited to virtually attend the Annual Meeting ~~are:~~through the website for the meeting using the control number provided on your Notice of Internet Availability, proxy card or voting instruction materials.

~~The election~~Beneﬁcial Shareholders: A “beneﬁcial shareholder” is a person or entity whose shares of the ~~three Class II directors listed~~Company’s common stock are held by a bank, broker or other nominee (a.k.a. in ~~this Proxy Statement~~“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 ~~serve for a term~~you by your bank, broker or other nominee who is considered the registered shareholder of ~~three years~~those shares. As the beneficial owner, you have the right to direct your bank, broker or ~~until their respective successors are duly elected and qualified;~~

~~The ratification of Deloitte & Touche LLP as HomeStreet’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and~~

~~A shareholder proposal seeking a change in our articles of incorporation and bylaws~~other nominee on how to ~~establish a majority voting standard in non-contested director elections.~~

~~What is the voting requirement to approve each of the proposals?~~



~~Proposal~~	~~Vote Required~~	~~Broker Discretionary~~ ~~Voting Allowed~~

~~Proposal 1: Election of Directors~~	~~Plurality of votes cast~~	No

~~Proposal 2: Ratification of appointment of independent registered public accounting firm~~	~~Number of votes cast in favor exceed number of votes cast against~~	~~Yes~~

~~Proposal 3: Shareholder proposal seeking majority voting in non-contested director elections~~	~~Number of votes cast in favor exceed number of votes cast against~~	No

~~How does the Board of Directors recommend I vote?~~

~~Our Board recommends that you~~ vote your ~~shares:~~

~~“FOR” the three director nominees;~~

~~“FOR” the ratification of appointment of Deloitte & Touche LLP as HomeStreet’s independent registered public accounting firm for the fiscal year ending December 31, 2016;~~shares and

~~“FOR” the shareholder proposal seeking majority voting for non-contested director elections.~~

~~How long will each of the directors elected at~~ you are also invited to virtually attend the Annual Meeting ~~continue to serve?~~

~~Our Articles~~through the website for the meeting using the control number provided on your Notice of Incorporation provide that our directors will serve a term of three years or until their respective successors are duly elected and qualified. Our Board is divided into three classes of directors, with each class serving a three-year term. Typically at each annual meeting, our shareholders elect directors within one class, and each class is staggered in a manner that causes approximately one-third of our total number of directors to be elected annually, an arrangement commonly known as a staggered board. However, our Articles of Incorporation also provide that if the number of directors is changed, the classes shall be apportioned among the groups so as to maintain the number of directors in each group as nearly equal as possible. In addition, if a new director is appointed to the Board by the directors, that individual must stand for election by the shareholders at our next annual meeting. The three director nominees for Class II will, if elected, serve until the 2019 annual meeting.

~~How do I vote?~~

~~You can vote on matters that properly come before the Annual Meeting in one of four ways:~~

~~You may vote by mail.~~

~~You do this by marking, signing and dating the~~Internet Availability, proxy card ~~and mailing it~~or voting instruction materials. Your bank, broker or other nominee has provided a voting instruction form for you to use in the enclosed, prepaid and addressed envelope or otherwise mailing it to us at our mailing address on the cover page of this Proxy Statement prior to the Annual Meeting. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct.

~~You may vote in person at the meeting.~~

You can vote in person at the meeting. However, if you hold your shares in street name (in the name of a bank or some other nominee), you must request and receive a legal proxy from the record owner prior to the meeting in orderdirecting how to vote ~~at the meeting.~~your shares.

~~In order to facilitate an orderly Annual Meeting, we request that you provide the Board your vote prior to the Annual Meeting by completing and returning the enclosed proxy card as soon as possible.~~

~~You may vote on the Internet.~~

~~Go to www.voteproxy.com and follow the instructions. You should have your proxy card, including your control number, in hand when you access the website.~~

~~You may vote by Telephone.~~

~~Call the toll-free number listed on the proxy card from any touch-tone telephone and follow the instructions. You should have your proxy card, including your control number, in hand when you call.~~

~~If you own your shares through a brokerage account or in other nominee form, you should follow the instructions you receive from the record holder with regard to which voting methods are available.~~

~~What if my shares are held in street name?~~

~~If you are the beneficial owner of shares held by a broker in street name, your broker, as the record holder of the shares, is required to vote the shares in accordance with your instructions.~~Under certain circumstances banks, brokers and ~~brokers~~other nominees are prohibited from exercising discretionary authority for beneficial owners who have not provided voting

instructions to the bank, broker or ~~broker,~~other nominee, which is referred to as a “broker ~~non-vote.”~~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 bank, broker or other nominee, your bank, broker or other nominee will not be permitted to vote your shares with respect to Proposal 1, Election of Directors, or Proposal ~~3, Shareholder Proposal~~2, Approval on an Advisory (Non-Binding) Basis of the Compensation of the Company’s Named Executive Officers.

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 ~~Majority Voting~~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 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/HSMT2023.

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 ~~Directors~~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 ~~Non-Contested Elections, as~~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.

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/HMST2023.

Beneﬁcial Shareholders: If you are a “beneficial shareholder,” you may change your vote by submitting new voting instructions to your bank, broker or nominee in accordance with such bank, broker or 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 ~~your shares are held in street name, you will need proof of ownership to~~any other matter should be admitted to the Annual Meeting. A recent brokerage statement or a letter from the record holder of your shares is an example of proof of ownership. If you want to vote your shares of common stock held in street name in personpresented at the Annual Meeting ~~you~~upon which a vote may be properly taken, shares represented by the proxy cards received by the Board will ~~have to get a written~~be voted with respect thereto at the discretion of the person or persons named as proxies in the enclosed proxy ~~in your name from the broker, bank or other nominee who holds your shares.~~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 seven 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 Crowe as the independent registered public accounting ﬁrm of the Company for 2023 (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 bank, broker 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 ~~mark~~instruct your ~~vote on your proxy, Scott Boggs, Lead Independent Director, and Godfrey B. Evans, our Corporate Secretary, General Counsel and Chief Administrative Officer, will~~bank, broker or other nominee as to how to vote your shares ~~as recommended by the Board: FOR each~~and your bank, broker or other nominee does not have discretionary voting authority, these unvoted shares will be “broker non-votes”. Banks, brokers or other nominees generally may only exercise discretionary voting authority to vote “routine” proposals. The ratification on an advisory (non-binding basis) of the ~~director nominees identified herein, FOR the ratification~~appointment of our independent ~~auditors~~registered public accounting firm for 2023 (Proposal 3) is the only routine proposal to be presented at the Annual Meeting. If banks, brokers or other 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.

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 ~~FOR~~dating your proxy card and promptly mailing it in the ~~shareholder proposal for majority voting for directors in non-contested elections.~~

~~Can I revoke my proxy?~~

postage-paid envelope enclosed with your proxy materials, whether or not you plan to virtually attend the Annual Meeting. You ~~have the power to~~can revoke your proxy at any time before the ~~polls close~~proxy or proxies you appointed cast your votes.

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

The meeting webcast on May 25, 2023 will begin promptly 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. ~~You may do this by either:~~


a.	submitting another proxy with a later date prior to the date of the Annual Meeting, over the internet, by telephone or to our Corporate Secretary, Godfrey B. Evans, at our mailing address on the cover page of this Proxy Statement, or


b.	~~sending a written notice of your revocation to our Corporate Secretary at our mailing address on the cover page of this Proxy Statement, or~~


c.	~~voting in person at the Annual Meeting.~~

~~What happens if additional matters~~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/HMST2023 regardless of whether you are ~~presented at~~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 are expected to be present and available during the Annual ~~Meeting?~~

~~If any other matters are properly presented for consideration at~~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 ~~among other things, consideration~~the list of ~~a motion~~shareholders entitled to ~~adjourn~~vote at the meeting, and submit questions to be answered by our Chairman of the Board. 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 to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Scott Boggs and Godfrey B. Evans, will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be ~~raised~~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.~~

~~Is my vote confidential?~~

~~Proxy instructions, ballots and voting tabulations that identify an individual shareholder are handled~~Meeting will be in a ~~manner that protects your voting privacy. Your vote~~listen-only mode and will not be ~~disclosed either within~~able to speak during the ~~Company or~~webcast. However, in order to ~~third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for~~maintain the ~~tabulation of votes and certification~~interactive nature of the ~~vote~~virtual meeting, virtual attendees are able submit questions before and ~~(3) to facilitate~~during the meeting through the virtual meeting portal. To submit a ~~successful proxy solicitation. If you provide written comments on~~question, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HMST2023, type your ~~proxy card, such comments~~question into the “Ask a Question” field, and click “Submit.” Questions and answers may be ~~forwarded~~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 ~~Company’s management, however, there can be no guarantee that such comments~~virtual Annual Meeting website, where you will be ~~forwarded or reviewed. We encourage any shareholders who would like~~able to ~~provide comments to management to contact us directly at the address provided~~find additional information on ~~the cover page of this Proxy Statement.~~technical support matters.

~~Who will count the votes?~~

~~American Stock Transfer and Trust Company, LLC, our stock transfer agent will serve as the inspector of elections and in that capacity will count and tabulate the votes.~~

~~Where can I find the results of the Annual Meeting?~~

We intend to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K, which we will file with the Securities and Exchange Commission (the “SEC”) within four (4) business days after the Annual Meeting.

~~What does it mean if I get more than one proxy card?~~

~~It means that your shares may be owned through more than one brokerage or other share ownership account. Please mark, sign and return all proxy cards to ensure that all your shares are voted.~~

14.What constitutes a “quorum”?

~~A “quorum” refers to the number of shares that must be represented at a meeting in order to lawfully conduct business.~~ A majority of the outstanding shares of common ~~shares~~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. ~~However, whether or not~~If less than a quorum ~~exists,~~of the outstanding shares is represented at the Annual Meeting, a majority of the ~~voting power of those present at the Annual Meeting~~shares so represented may adjourn the Annual Meeting without further notice.

15.What vote is required to ~~another date, time and place.~~approve each of the matters to be voted on at the Annual Meeting?

~~How are~~

Proposal

Vote Required

Broker
Discretionary
Voting

Proposal 1: Election of seven directors

Majority of votes cast *

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

Proposal 3: Ratification on an advisory (non-binding) basis of the appointment of our independent registered public accounting firm for 2023

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 ~~treated?~~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.

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 2023?

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 Crowe as HomeStreet’s independent registered public accounting ﬁrm for 2023 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 ~~be counted for~~have no effect on the purpose of determining the presence or absence of a quorum for the transaction of business. At present, the election of directors requires that the candidates elected receive a plurality of votes, which means that the three candidates receiving the largest number of votes cast for the Class II director positions will be elected. Because eachoutcome of the ~~other proposals –~~proposal.

19.Who will count the ~~approval~~votes?

Broadridge Financial Solutions, Inc. will serve as the independent inspector of election and, in such capacity, will count and tabulate the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2016 and the approval of a shareholder proposal to require majority voting in non-contested director elections – requires that the votes cast in favor of such action exceed the votes cast against such action, assuming the presence of a quorum, abstentions and broker non-votes will not affectvotes.

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

We intend to ~~be considered~~announce preliminary voting results at the Annual ~~Meeting.~~

~~What percentage of outstanding shares do the directors~~Meeting and ~~executive officers own?~~

~~Together these persons had or shared the right~~intend to ~~vote or dispose of approximately 7.59% of our common stock as of the Record Date.~~

~~Who is paying the cost of preparing, assembling and mailing the notices of the Annual Meeting, Proxy Statement and form of proxy and the solicitation of the proxies?~~

The Company is paying all such costs. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

~~What is the deadline for submitting shareholder proposals for consideration at the Company’s next annual meeting of the shareholders or to nominate individuals to serve as directors?~~

~~For inclusion in HomeStreet’s proxy materials:~~ Shareholders may present proper proposals for inclusion in HomeStreet’s Proxy Statement and for consideration at the next annual meeting of shareholders by submitting such proposals in writing to our Corporate Secretarypublish ﬁnal results in a timely manner. In order to be included in the Proxy Statement for the 2017 annual meeting of shareholders, shareholder proposals must be received by HomeStreet’s Corporate Secretary no later than December 23, 2016, and must otherwise complyCurrent Report on Form 8-K, which we will ﬁle with the ~~requirements of Rule 14a-8 of the Exchange Act and of HomeStreet’s bylaws.~~

~~To be brought before an annual meeting: 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 who has delivered written notice to HomeStreet’s Corporate SecretarySEC within the Notice Period (as defined below) and who was a shareholder at the time of such notice and as of the Record Date. The notice must contain specified information about the nominees and about the shareholder proposing such nominations.

~~Our bylaws also provide that the only~~four business that may be conducted at an annual meeting is business that is (1) 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 within the Notice Period (as defined below) and who was a shareholder at the time of such notice and as of the Record Date. The notice must contain specified information about the matters to be brought before such meeting and about the shareholder proposing such matters, including information related to the shareholder’s ownership interest in the Company and any material interests of the shareholder in the business desired to be brought before the meeting.

The “Notice Period” is defined as that period not less than 90 days nor more than 120 days prior to the one year anniversary of the previous year’s annual meeting date. As a result, the Notice Period for the 2017 annual meeting of shareholders will start on January 26, 2017 and end on February 25, 2017. However, if the annual meeting for 2017 is more than 30 days before or 60 days after May 26, 2017, in order to be timely notice must be delivered not less than 90 days nor more than 120 days prior to the actual date of the 2017 meeting; provided, that if the notice of such meeting is less than 100 days before the date of such meeting, notice of such proposal must be made not less than 10 days after the ~~date of the notice of the meeting in order to be timely.~~Annual Meeting.

If a shareholder who has notified the Company of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, the Company need not present the proposal for vote at such meeting.

A copy of the full text of the bylaw provisions discussed above 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. All notices of proposals by shareholders, whether or not included in our proxy materials, should be sent to our Corporate Secretary at our principal executive offices.

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

~~Please contact our investor relations department by calling 206-264-4200, by writing to~~

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.:~~

Attn: Investor Relations

601 Union Street, Suite 2000

Seattle, ~~Washington~~WA 98101 ~~or by electronic mail at ir@homestreet.com~~

PROPOSAL 1

ELECTION OF DIRECTORS

Introduction

~~Our bylaws permit our~~

HomeStreet’s Board currently consists of ~~Directors~~eight members, seven of whom are nominated and standing for election at the Annual Meeting. You are therefore being asked to ~~establish by resolution the authorized number of~~elect seven directors ~~which shall be between seven and 13 directors. The Board is currently composed of 10 members, however, Bruce W. Williams,~~this year to serve a one ~~of our Class II directors, has chosen to retire from~~year term on the Board until the 2024 annual meeting of shareholders, until their respective successors are duly elected and qualiﬁed or until their earlier death, resignation or removal. Mark R. Patterson expressed a preference not to be re-nominated. Mr. Patterson intends to serve on the Board through the date of the Annual Meeting and, effective as of the end of ~~the Annual Meeting, therefore the Board of Directors has reduced the number of directors from 10 to nine effective upon the completion of Mr. William’s~~his term and eliminated one Class II director position. Our Articles of Incorporation provide that directors are elected for three-year terms, with one-third of the Board elected at each annual meeting of shareholders. Each director holds office until that director’s successor is duly elected and qualified or until his earlier death or resignation. Our directors are currently classified into the following three classes:

~~Class I directors are Scott M. Boggs, Douglas I. Smith and Timothy R. Chrisman and their terms will expire at the annual meeting of the shareholders to be held in 2018;~~

~~Class II directors are Mark K. Mason, Victor H. Indiek, Donald R. Voss and Bruce W. Williams, and their terms will expire at the Annual Meeting; and~~

~~Class III directors are David A. Ederer, Thomas E. King and George “Judd” Kirk and their terms will expire at the annual meeting of the shareholders to be held in 2017.~~

~~The three directors standing for election to our Board of Directors are all of our current Class II directors other than Bruce W. Williams. All nominees are incumbent directors of the Company.~~

~~Nominees for Director~~

Upon recommendation of the Human Resources and Corporate Governance Committee, the Board has nominated Mark K. Mason, Victor H. Indiek and Donald R. Voss for re-election to the Board as Class II directors with a term set to expire at the Company’s annual meeting of shareholders to be held in 2019. 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 of Directors and the Human Resources and Corporate Governance Committee to the conclusion that he should continue to serve as a director has been added following each of the director and nominee biographies.

If you are a shareholder of record and you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-election of Messrs. Mason, Indiek and Voss. While we expect that all of the nominees will be able to qualify for and accept office, if for any reason a nominee is unable or declines to serve as a director at the ~~time~~opening of the polls at the Annual Meeting, ~~the proxies~~our authorized number of directors will be ~~voted~~reduced to seven. The Board is grateful to Mr. Patterson for ~~any nominee who shall be designated by the Board to fill such vacancy. If you wish to give specific instructions with respect to the voting~~his dedication, service and contributions as a director of directors, you may do so by indicating your instructions on your proxy card. If you hold your shares in street name and you do not give voting instructions to your broker, your broker will leave your shares unvoted on this matter.our Company.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE ELECTION OF EACH~~

~~OF MARK K. MASON, VICTOR H. INDIEK AND DONALD R. VOSS.~~

~~Information Regarding the~~The Board of Directors ~~and Nominees~~

The following table sets forth certain information with respect to ~~the~~HomeStreet’s Board of ~~Directors of HomeStreet, Inc.,~~Director nominees, including ~~their ages~~each nominee’s age as of ~~April 22, 2016.~~March 31, 2023.

~~Directors~~


Director	Age	Director Since

Mark K. Mason, Chairman	63	2010

Scott M. Boggs	68	2012
Sandra A. Cavanaugh	68	2018
Jeffrey D. Green	59	2020
Joanne R. Harrell	68	2022
James R. Mitchell, Jr.	73	2020

Nancy D. Pellegrino	66	2019

Under our Bylaws, any director nominee’s eligibility to serve as a director of ~~HomeStreet, Inc.~~

Director Age Director Since Class Term Expiration
Mark K. Mason, Chairman 56 2010 Class II 2016 Annual Meeting
David A. Ederer, Chairman Emeritus 73 2005 Class III 2017 Annual Meeting
Timothy R. Chrisman 69 2014 Class I 2018 Annual Meeting
Scott M. Boggs, Lead Director 62 2012 Class I 2018 Annual Meeting
Victor H. Indiek 78 2012 Class II 2016 Annual Meeting
Thomas E. King 72 2012 Class III 2017 Annual Meeting
George “Judd” Kirk 70 2012 Class III 2017 Annual Meeting
Douglas I. Smith 52 2012 Class I 2018 Annual Meeting
Donald R. Voss 65 2015 Class II 2016 Annual Meeting
Bruce W. Williams 62 1994 Class II 2016 Annual Meeting

~~HomeStreet, Inc.’s Board of Directors currently consists of 10 members, however,~~ the ~~number of directors has been reduced~~Company is subject to ~~nine by an action~~any required notification to, or approval, nonobjection or requirement of, the Board of ~~Directors, to be effective upon Mr. Williams’s retirement from the Board as~~Governors of the ~~end~~Federal Reserve System, the Washington State Department of ~~his term, which coincides with~~Financial Institutions or any other regulatory entity having jurisdiction over the Annual Meeting. In 2015, the Company’s Board of Directors met 12 times. Our Board of Directors is divided into three classes and approximately one-third of our directors are elected each year to serve for a three year-term or until a successor is duly elected and qualified. Under our present bylaws, directors must comply with all applicable laws and regulations, including any required approvals from our regulators.Company.

The number of directors may be increased or decreased from time to time by our Board, ~~of Directors,~~ 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. 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. ~~A majority~~All of our ~~directors~~director nominees, except for Mr. Mason, satisfy the definition of “independent director” under the corporate governance rules of ~~Nasdaq.~~The Nasdaq Stock Market (“Nasdaq”).

~~Nominees~~Key Qualifications

The following table sets forth certain key qualifications and skills of our Board. The lack of a mark for ~~Election as Directors~~a particular item does not mean that the director does not possess that qualification, 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.

Qualification

Mark
Mason

Scott
Boggs

Sandra
Cavanaugh

Jeffrey
Green

Joanne
Harrell

James
Mitchell Jr.

Nancy
Pellegrino

Financial Expertise Literacy

Corporate Governance

Public Company Board Experience

Strategic Planning

Legal

Capital Management

Technology Cybersecurity

Audit

Human Capital Management

Marketing

Regulatory Risk Management

Business Development

Business Operations

Public Company Executive Experience

Accounting

Industry Experience

Upon recommendation of the Nominating and Governance Committee (the “N&G Committee”), the Board has nominated Mark K. Mason, Scott M. Boggs, Sandra A. Cavanaugh, Jeffrey D. Green, Joanne R. Harrell, James R. Mitchell, Jr. and Nancy D. Pellegrino for re-election to the Board with a one-year term set to expire at the ~~Annual Meeting~~Company’s next annual meeting of shareholders to be held in 2024. 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 N&G Committee to the conclusion that she or he should serve as a director appears following each of the director nominee biographies.

Mark K. Mason, Director, Chairman, Chief Executive Officer and President ~~of HomeStreet, Inc.~~

Mr. Mason has been the Company’s Chief Executive Officer (“CEO”) and a member of the Company’s Board and HomeStreet Bank’s Chairman of the Board and Chief Executive Officer since January ~~20, 2010 and the~~2010. He became Chairman of the Board of the Company ~~since~~in March ~~26, 2015. From January 20, 2010 until March 25,~~ 2015 ~~Mr. Mason was the~~after serving as Vice Chairman of the ~~Company’s~~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 ~~has~~ also served as president of a startup energy company, TEFCO, ~~LLC, and he~~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 ~~currently~~ on the boards of directors of the Pacific Bankers Management Institute (the parent company of the Pacific Coast Banking ~~School~~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~~business administration with an emphasis in Accounting from California State Polytechnic University. ~~Mr. Mason brings extensive business, managerial and leadership experience to our Board of Directors.~~

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

~~Victor H. Indiek, Director.~~ Mr. Indiek joined the Board of Directors of HomeStreet, Inc. and the Bank upon the closing of our initial public offering in February 2012. He has been a project manager at Quantum Partners since 2007 where he manages FDIC receiverships, including the disposition of the assets of failed banks. He is currently a principal at Indiek Realty/Finance, which he formed in 1995. From 1999 to 2002 he served as a director and chairman of the audit committee of Bank Plus Corporation and Fidelity Federal Bank. Mr. Indiek was also involved in the formation of Freddie Mac, serving initially as its first chief financial officer from 1970 to 1973 and then as its president and chief executive officer from 1974 to 1977. He subsequently served as an executive officer at several financial institutions, including American Diversified Savings, American Savings/Financial Corporation of America and FarWest Savings, and as an audit manager for Arthur Andersen & Co. Mr. Indiek holds a bachelor’s degree in accounting from the University of Kansas, is a certified public accountant (inactive) and a California real estate broker. Mr. Indiek was selected to serve as a director because of his extensive experience in the banking and mortgage banking industries and because of his accounting education and experience.

~~Donald R. Voss, Director~~. Mr. Voss was appointed as a member of the Board on March 1, 2015 in connection with the closing of our acquisition of Simplicity Bancorp in Southern California. He previously served as a director of Simplicity Bancorp beginning in 2011 and the chairman of the board and member of the audit committee of Simplicity Bancorp from October 2013 until the acquisition of that company by HomeStreet in March 2015. Prior to joining Simplicity’s board, Mr. Voss held a variety of positions in a 25 year career with First Interstate Bank, culminating as an Executive Vice President and Manager of the U.S. Banking Division in 1991. Much of his banking experience was with domestic and international financial institutions. He was an elected Councilmember of the City of La Cañada Flintridge, California from 2006 until March 2015 and served as Mayor of that city from 2010 to 2011. In 2015, Mr. Voss received the 2015 El Gran Matador Award from California Contract Cities Association and the Reynolds Memorial Award from that organization in 2012. He also received the Les Tupper Service Award from the La Cañada Flintridge Coordinating Council in April 2016 for outstanding service to his community and was named 2015 La Cañadan of the Year by the Kiwanis Club of La Cañada. Prior to his election to the City Council in 2006, Mr. Voss served for five years as City Treasurer of La Cañada Flintridge. Mr. Voss served as a board member of the San Gabriel Valley Chapter of the American Red Cross, including three years as chairman of that board, and also served on the audit committee of that organization. He has also served on the boards of the Los Angeles Division of the League of California Cities, the Sanitation Districts of Los Angeles County, the Southern California Association of Governments, the California Contract Cities Association and the San Gabriel Valley Council of Governments, as well as the advisory board of the Santa Monica Mountains Conservancy, an agency of the state of California. Mr. Voss holds a bachelor’s degree in business administration from the University of Washington and a graduate degree in banking from Stonier Graduate School of Banking. He brings general business, financial, credit and risk management, treasury management, and governance skills, which are of importance to his service on our Board, audit committee and governance/nominating committee.

~~Directors Continuing in Office~~

Scott M. Boggs, ~~Lead Independent Director.~~ Director

Mr. Boggs joined ~~the~~HomeStreet Bank in 2006 as a member of ~~the~~its board of directors and became a director of ~~HomeStreet, Inc. following~~ the ~~closing of our initial public offering~~Company in February 2012. Mr. Boggs ~~was elected~~served as the ~~lead independent director~~Lead Independent Director of the Board infrom March ~~2015.~~2015 through June 2018. Prior to joining ~~the Bank,~~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 ~~and designated financial expert~~ 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 ~~National Association of Corporate Directors, and former member of~~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 ~~as well as~~and his experience as a designated financial expert on audit committees.

~~Timothy R. Chrisman, Director.~~ ~~Mr. Chrisman~~Sandra A. Cavanaugh, Director

Ms. Cavanaugh joined ~~HomeStreet as~~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 ~~director~~$45 billion mutual fund business in ~~July 2014. Mr. Chrisman is~~ the ~~founding partner of Chrisman & Company, a Los Angeles-based retained executive search firm focusing on financial and related industries.~~U.S. Prior to ~~forming his own company, Mr. Chrisman~~joining Russell Investments, Ms. Cavanaugh was aan 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 $2 billion financial institution for 10 years, where he focused on retail delivery, marketing, human resources and general management. Mr. Chrisman was the Chairman of BANC of California, Inc., the holding company for Banc of California from May 2011 through 2014 and a director of Waterfield Bank from 2006 through 2010. He previously served as Director of Commercial Capital Bank and Commercial Capital Bancorp, and was Chairman of the Board from 2004 to 2005. He also was the former Chairman of the Federal Home Loan Bank of San Francisco for 10 years and the former Chairman of the Council of Federal Home Loan Banks. He currently serves as a Senior Advisor to the investment banking firm, FIG Partners LLC. Mr. Chrisman received both a bachelor’s of scienceminor in ~~marketing and a masters in~~ business ~~administration~~ from California State University, ~~Fresno. Mr. Chrisman~~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 ~~his~~her executive management, human capital management, business and financial experience and her background as an expert in the ~~banking and~~ financial services industry.

~~David A. Ederer,~~Jeffrey D. Green, Director ~~and Chairman Emeritus of the Board~~.

Mr. ~~Ederer joined the Bank in 2004~~Green was appointed as a member of ~~its board~~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 ~~directors~~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 ~~2005~~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.

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 ~~became~~ a member of the Board of Directors of ~~HomeStreet, Inc. Mr. Ederer was elected~~Puget Sound Bank from 2004 through January 2018, serving as chairman of ~~that~~the board ~~in 2009~~from 2004 through 2008. After the merger of Puget Sound Bank and ~~took on the title of Chairman Emeritus in March 2015 when~~Heritage Bank, Mr. ~~Mason assumed the role of Chairman. Since 1974 Mr. Ederer has~~Mitchell served as the ~~chairman~~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 ~~Ederer Investment Company, a private investment company,~~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 ~~he currently serves on~~ the board of ~~directors of the Prostate Cancer Foundation (formerly CaPCURE), PONCHO, CRISTA Ministries and the University of Washington Medical Institute for Prostate Cancer Research.~~Bellevue LifeSpring, a nonprofit organization, from 2009 to 2017. Mr. Ederer has previously served as a director of a number of public and private companies, organizations and institutions, including Cascade Natural Gas, University Savings Bank, Farmers New World Life Insurance Company, Children’s Hospital and Seattle Pacific University. Mr. Ederer is a certified public accountant (inactive) and managed consulting, accounting and auditing services for Price Waterhouse from 1965 to 1974. Mr. EdererMitchell received ahis bachelor’s degree infrom Seattle University, a Masters of Business Administration from the University of ~~Washington.~~ Washington and his juris doctorate from Southwestern University School of Law.

Mr. ~~Ederer~~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.

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 ~~his experience as a director on public company boards, his experience on board committees, his financial expertise~~her executive leadership, management, risk management and ~~his professional degrees and training in~~ business ~~and management.~~

~~Thomas E. King, Director~~. Mr. King joined the board of directors of the Bank in 2010 and became a director of HomeStreet, Inc. following the closing of our initial public offering in February 2012. Prior to joining the Bank’s board, Mr. King served as president and chief executive officer, chief credit officer and director of San Diego Community Bank from 2001 to 2006. Since retiring from San Diego Community Bank following its sale to First Banks, Inc. in 2006, Mr. King has provided consulting services to banks and other financial services companies. Prior to joining San Diego Community Bank, he served as executive vice president and chief operating officer of Fullerton Community Bank from 1997 to 1998, president and chief executive officer and director of the Bank of Southern California from 1994 to 1996, and president, chief executive officer and director of Capitol Bank Sacramento from 1992 to 1994. From 1969 to 1992, Mr. King held various senior positions in commercial lending, real estate lending, credit administration, corporate and merchant banking and retail banking at Security Pacific National Bank. He received a bachelor’s degree in Business Administration from California State University, Northridge. Mr. King was chosen to serve as a director because of his experience as an executive officer, director and consultant to banks and financial services companies, his commercial banking relationships, his financial experience, commercial lending and credit administration experience and distressed institution turnaround experience.

~~George~~ “~~Judd” Kirk, Director~~. Mr. Kirk has served as a member of the board of directors of the Bank since 2008 and became a director of HomeStreet, Inc. following the closing of our initial public offering in February 2012. From February 2012 until March 2015, Mr. Kirk served as Lead Independent Director of the Bank’s board of directors. Mr. Kirk served as president of Port Blakely Communities, Inc. from 1997 to 2007 and as its Chief Executive Officer from 2007 to 2008. Prior to joining Port Blakely Communities, he served as president of Skinner Development Company and until 1986, chaired the Real Estate Department of Davis Wright Tremaine LLP in Seattle. Mr. Kirk is a past member of the Washington State Bar Association (WSBA). He has previously served as a member of the Urban Land Institute (CDC Council), American College of Real Estate Lawyers, and the Pacific

Real Estate Institute. He has also been a member of the boards of directors of several community organizations, including University of Washington Physicians and the Cascade Land Conservancy. Mr. Kirk has previously served as the chairman of the WSBA Real Property, Probate and Trust Section, President of the Issaquah Chamber of Commerce and President of the University of Washington Alumni Association. Mr. Kirk received a bachelor’s degree in Finance from the University of Washington, School of Business, and a law degree ~~cum laude~~ from Harvard Law School. Mr. Kirk was selected to serve as a director because of his business and management experience, his real estate development experience, his knowledge of real estate and real estate finance and his legal experience, as well as his civic and community service involvement.

~~Douglas I. Smith, Director.~~ Mr. Smith joined our Board of Directors upon the closing of our initial public offering 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 1998 and he is the managing member of Miller and Smith LLC and Silent Tree LLC. 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 has been elected to serve as a director because of his experience in the ~~residential construction lending area as well as his experience in the home building and land development industries.~~

financial services industry.

~~PROPOSAL 2~~

~~RATIFICATION OF APPOINTMENT OF~~
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~General~~

The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements of HomeStreet and its subsidiaries for the fiscal year ending December31, 2016. We have used Deloitte & Touche LLP as our independent registered public accounting firm since January 1, 2013, when they replaced KPMG LLP, who audited the company’s financial statements from 2003 through 2012.

Shareholder ratification of the selection of Deloitte & Touche LLP is not required by our bylaws or other applicable legal requirements. However, the Board is submitting the selection of Deloitte & Touche LLP to our shareholders for ratification as a matter of good corporate practice. In the event that this selection of Deloitte & Touche LLP as our independent registered public accounting firm is not ratified by our shareholders at the Annual Meeting, the appointment of Deloitte & Touche LLP 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 & Touche LLP 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 questions about the financial statements and related matters for the 2013, 2014 and 2015 fiscal years.

~~Principal Accounting Fees and Services~~

The following table presents fees billed for professional audit services and other services rendered to the Company by Deloitte & Touche LLP for the years ended December 31, 2015 and 2014. Amounts in this table are presented in thousands.

2015 2014

Audit Fees ⁽¹⁾
$ 1,353
$ 741
Audit-Related Fees ⁽²⁾
297
127
Tax Fees ⁽³⁾
170
—
All Other Fees ⁽⁴⁾
—
144
Total $ 1,820
$ 1,012

~~(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 rendered for the audit of our consolidated financial statements in connection with acquisition transactions completed by the Company during the reported fiscal year.


~~(3)~~	~~Tax Fees consists of fees billed for professional services rendered for tax compliance, tax advice and tax planning in 2015.~~


~~(4)~~	~~All Other Fees consist of fees billed for professional services rendered for tax compliance, including tax filings, and tax consulting related to our acquisition activities during 2014.~~

~~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 auditor. The Audit Committee has adopted a policy authorizing certain permissible audit and non-audit services to be performed by our independent auditor 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 auditor 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 the three basic principles of independence with respect to services provided by the independent registered public accounting firm, as well as the non-audit services the independent registered public accounting firm is prohibited from providing. All services provided by Deloitte & Touche LLP in each of the last two fiscal years were pre-approved by the Audit Committee.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF ~~DIRECTORS RECOMMENDS SHAREHOLDERS VOTE~~ ~~FOR~~ ~~THE RATIFICATION~~EACH OF THE ~~APPOINTMENT OF DELOITTE & TOUCHELLP AS HOMESTREET’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.~~

SEVEN DIRECTOR NOMINEES.

~~PROPOSAL 3~~

SHAREHOLDER ~~PROPOSAL FOR MAJORITY VOTING IN~~ENGAGEMENT

~~NON-CONTESTED ELECTIONS OF DIRECTORS~~

2022 Shareholder Outreach

~~Introduction~~

~~In accordance with SEC rules, we have set forth below a shareholder proposal, along with the supporting statement of the shareholder proponent, for which we and~~At our Board accept no responsibility. The shareholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “FOR” the shareholder proposal.

California State Retirement Teachers’ System, located at 100 Waterfront Place, MS-04, West Sacramento, California 95605-2807, the beneficial owner of no less than $2,000 in market value of the Company’s common stock held continuously for over one year prior to the date the proposal was submitted, has notified the Company of its intent to present the following proposal and supporting statement at the Annual Meeting.

~~Proposal~~

~~BE IT RESOLVED:~~

That the shareholders of HomeStreet, Inc. hereby request that the Board of Directors initiate the appropriate process to amend the Company’s articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an2022 annual meeting of shareholders ~~with a plurality vote standard retained for contested director elections, that is, when the number~~Mark K. Mason received support from 97.7% of ~~director nominees exceeds the number of board seats.~~

~~Statement of Shareholder Regarding Proposal:~~

~~In order to provide shareholders a meaningful role in director elections, the Company’s current director election standard should be changed~~votes cast; Scott M. Boggs received support from a plurality vote standard to a majority vote standard. The majority vote standard is the most appropriate voting standard for director elections where only board nominated candidates are on the ballot, and it will establish a challenging vote standard for board nominees to improve the performance of individual directors and entire boards. Under the Company’s current voting system, a nominee for the board can be elected with as little as a single affirmative vote, because “withheld” votes have no legal effect. A majority vote standard would require that a nominee receive a majority97.5% of the votes cast; each of Sandra A. Cavanaugh, Jeffrey D. Green, James R. Mitchell, Jr. and Nancy D. Pellegrino received support from 96.5% of votes cast and Joanne R. Harrell received support from 99.9% of the votes cast.

For the “say-on-pay” vote approving our executive compensation, we received approval from 98.3% of votes cast (for and against). Based on this high approval rating and the feedback we received from our investors generally in ~~order~~2022, 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 2022, 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 attend 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 the issues many have raised.

Our N&G 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 ~~re-elected~~considered “gender diverse”, and ~~continue~~if we do not have a gender diverse board for at least 270 days of any year, we will be required to ~~serve~~provide discussion and analysis to our shareholders regarding the Board’s approach to developing and maintaining diversity on the Board. Our board is gender diverse, with 38% of our Board comprised of individuals who identify as ~~a representative~~women.

We have also listened to concerns raised generally by investors and proxy advisory firms regarding environmental issues such as climate change and sustainability. See the Corporate Governance - Environmental, Social and Governance Matters below for ~~the shareholders.~~additional information.

In response to strong shareholder support a substantial number of the nation’s leading companies have adopted a majority vote standard in company bylaws or articles of incorporation. In fact, more than 94% of the companies in the S&P 500 have adopted majority voting for uncontested elections. Ongoing Shareholder Engagement

We ~~believe the Company needs to join the growing list of companies that have already adopted this, standard.~~

Ca1STRS is a long-term shareholder of the Company and we believe that accountability is of upmost importance. We believe the plurality vote standard currently in place at the Company completely disenfranchises shareholders and makes the shareholder’s role in director elections meaningless. Majority voting in director elections will empower shareholders with the ability to remove poorly performing directors and increase the directors’ accountability to the owners of the Company, its shareholders. In addition, those directors who receive the majority support from shareholders will know they have the backing of the very shareholders they represent. We therefore ask you to join us in requesting that the Board of directors promptly adopt the majority vote standard for director elections.

~~Please vote FOR this proposal.~~

~~Board Recommendation~~

After considering the merits of the shareholder’s position as stated below, the Board determined that the advantages of majority voting outweigh the disadvantages, and believe that the best interestsencourage all of our shareholders ~~are served~~to reach out to us with questions or comments they may have regarding our Company. We maintain an investor relations website at http://ir.homestreet.com and shareholders can reach our investor relations department by ~~adopting this proposal. This recommendation should not be construed as a suggestion that the shareholder’s~~

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.

explanation reflects the Board’s position entirely, or that the Board did not consider these and other reasons in reaching its decision to recommend adoption. Likewise, the Board considered the fact that, while one or more shareholders might feel strongly enough about a corporate governance matter to offer a formal proposal, that shareholder’s interests might differ in material respects from those of our shareholders as a whole, or from those of a majority of our shareholders. Nevertheless, considering the circumstances attendant to this request, the explanation proffered by the shareholder in support of its position, the interests of our shareholders at large, and the best interests of the Company, the Board has unanimously recommended the adoption of the foregoing resolution.

~~THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE~~ ~~FOR~~ ~~THE SHAREHOLDER PROPOSAL FOR MAJORITY VOTING~~

~~IN NON-CONTESTED ELECTIONS OF DIRECTORS.~~

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 ~~that~~of 1934, as amended (the “Exchange Act”), which applies to all ~~HomeStreet~~ directors, officers and employees of HomeStreet and its subsidiaries, 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~~can be found on our ~~website at~~ investor relations website: http://~~ir.homestreet.com.~~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.~~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:

•maintaining accurate and complete records;

•avoiding conflicts of interest;

•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 ~~with Section 16(a)~~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 ~~Exchange~~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.

~~Section 16(a) of~~We provide information on how to access our third-party whistleblower hotline, EthicsPoint, by telephone or through the ~~Exchange Act requires~~Internet on both our ~~executive officers~~internal human resources website and ~~directors, and persons who own more than ten percent of a registered class of~~ our ~~equity securities (our “Reporting Persons”), to file~~external investor relations website at http://ir.homestreet.com.

At each regular meeting the Audit Committee discusses whistleblower reports, if any, with the Securities and Exchange Commission reports of ownership and reports of changes in ownership of common stock and our other equity securities. Reporting Persons are required by SEC regulations to furnish us with copies ofEthics Compliance Officer, including all ~~Section 16(a) forms they file. Based solely on our review of such~~new reports received ~~or written representations from certain Reporting Persons,~~since the ~~Company believes that during fiscal 2015 all Reporting Persons complied with all applicable requirements except that one executive officer had a late Form 4 filing~~last meeting, any ongoing whistleblower investigations, and ~~one director had a late Form 3 filing.~~the resolution of any closed investigation.

Principles of Corporate Governance

The Company has adopted Principles of Corporate Governance, which ~~are available~~can be found on ~~the Company’s website at~~ our investor relations website: http://~~ir.homestreet.com.~~ir.homestreet.com. Shareholders may request a free copy of the Principles of Corporate Governance at the address ~~and~~or phone ~~numbers~~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 ~~currently~~ “independent directors” as that term is defined in the listing standards of Nasdaq and, where applicable, the regulations adopted under Sections 10A and ~~14C~~10C of the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~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. ~~Without limiting~~

Board Diversity

Our Principles of Corporate Governance include a commitment to diversity as a guideline for our director nomination process. In particular, the ~~generality~~guideline provides that the Board and N&G 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 ~~foregoing,~~candidates.” The N&G 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.

In connection with our 2022 annual meeting of shareholders, the N&G Committee and the Board considered ~~various aspects~~the diversity of the ~~relationship between~~Board as a whole and the ~~Company~~diverse backgrounds and ~~an entity controlled by Director Timothy R. Chrisman, discussed~~perspectives of each director nominee as one of several factors in ~~greater detail under “Certain Relationships~~its nomination process. Our Board is comprised of 38% 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 March 31, 2023): Total Number of Directors: 8
	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: GENDER IDENTITY
Directors	3	5	—	—
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	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

Board Assessment, Refreshment and ~~Related Transactions,” below, including~~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 N&G Committee then aggregates this information into a report on the ~~nature~~strength of the ~~services provided~~Board which includes, among other things, the skills matrix that we include in this proxy statement. This assessment process, and especially the ~~payments made~~skills matrix, allows the N&G Committee to identify where there may be gaps in ~~connection therewith, in concluding that Mr. Chrisman is an independent director within~~ the ~~meaning~~overall skill set of the ~~applicable corporate governance standards.~~

Board ~~Leadership Structure~~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.

Our Board believes it is in the best interests of ~~Directors~~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.

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 seven directors have left the Board.

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 ~~make a determination regarding~~determine whether ~~or not~~ to separate the roles of Chairman of the Board and ~~Chief Executive Officer~~CEO based upon varying ~~circumstances.~~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 ~~of Directors~~ is currently chaired by Mr. Mason, our ~~Chief Executive Officer,~~CEO, who is subject to re-appointment as Chairman of the Board each year by the ~~Board~~Board. Our Principles of ~~Directors.~~

~~Since our Initial Public Offering in 2012,~~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.

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 presides over all executive sessions of independent or non-management directors, and in the absence of the Chairman of the Board presides 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 ~~maintained~~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 ~~board members.~~directors and, most importantly, to ensure that the Company’s governance practices are aligned in the best interests of all shareholders. Mr. ~~Boggs~~Patterson was appointed Lead Independent Director by the independent directors of the Board in 2022 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 ~~is subject~~active Board, while Mr. Mason serving as the Chairman of the Board enables the Company and the Board to ~~reappointment each year by~~continue to benefit from his skills and expertise, including his extensive knowledge of the ~~Board.~~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 of independent directors

• Presides over meetings of the Board in the absence of the Chairman

•Prepares minutes from executive sessions of independent directors for any Board actions

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)

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 ~~overseeing the major~~helping to ensure that our risks ~~facing~~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 ~~while management~~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 ~~responsible for assessing and mitigating~~able to focus the ~~Company’s~~Board’s attention on the key risks ~~on a day-to-day basis.~~ we face.

In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the Enterprise Risk Management (“ERM”) Committee, the Compensation Committee and the ~~Human Resources and Corporate Governance, or HRCG~~N&G Committee. The Audit Committee reviews and discusses with management significant financial and ~~nonfinancial~~non-financial risk exposures and the steps management has taken to monitor, control and report such exposures. The ~~Enterprise Risk Management~~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 ~~enterprise-wide~~ risks not overseen by other committees of the Board, including legal, compliance and ~~monitors the Company’s risk profile~~operational risks, information technology, information security and ~~exposure to various types of~~cybersecurity risks. The ~~HRCG~~Compensation Committee oversees management of risks relating to the Company’s ~~governance,~~ compensation plans and programs. The N&G Committee oversees management of risks relating to the Company’s nominating and corporate governance functions. The Audit Committee, the ~~Enterprise Risk Management~~ERM Committee, the Compensation Committee and the ~~HRCG~~N&G 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 joint audit, ERM, Compensation and N&G committees as well as credit and finance committees.

Environmental, Social and Governance Matters

ESG Oversight

At the Board level the N&G Committee’s purpose, duties and responsibilities include oversight of our human capital management and ESG programs, policies and practices. The N&G 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 N&G 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, we have 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 N&G 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 expect to published our inaugural ESG report to our website in April of 2023 and we continue to examine the ESG topics that are most relevant to our business as we advance our ESG strategy.

Human Capital Management

As a financial institution, HomeStreet Bank holds a valued position in the community, among its customers and employees, and with its regulators. Since 1921, the Company has earned the trust of customers, employees and regulators through our effective management and deep community involvement thereby developing a reputation for reliability, fairness, honesty and integrity. Our reputation is directly tied to the individual decisions, actions and sense of business ethics of each and every one of our employees. We believe a high level of trust gives us a competitive advantage in an environment that is increasingly sensitive to business ethics. It is our belief that employees and customers are attracted to work for, and do business with, a company that prides itself on maintaining the highest ethical standards. For all these reasons, a commitment to fairness, honesty, integrity and community service are core values of the Company.

HomeStreet’s Culture Committee has identified five key pillars 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 we describe as “All In.” In 2022, the Culture Committee met regularly to discuss ways to promote our inclusive work environment and support our recruiting efforts to extend outreach to historically marginalized groups such as biracial and people of color, veterans and individuals with disabilities. Our Employee Resource Groups also met regularly, allowing for collaborative environments where employees can freely discuss social issues they or others may be dealing with and ways to better extend a culture of inclusion throughout our organization.

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 values diversity, equity and inclusion and is an equal opportunity employer, committed to a diverse workplace with employees from a wide range of backgrounds and individual characteristics: including race, ethnicity, sex, gender, sexual orientation or identity, disability, religion, age, national origin, military or veteran status, marital status, religion, use of service animal, or other characteristics. Diversity also includes differences in backgrounds, experiences, perspectives, thoughts, interests, and ideas. As a result of our diverse Company, we believe that our employees will have greater job satisfaction, higher levels of trust and better engagement, which in turn translates to happier and more engaged employees with a greater capacity for customer service and a deeper connection to our strategic plan, ultimately providing greater value to shareholders over the long term. HomeStreet works hard to ensure that our employees are given opportunities to be heard, engaged and involved at work and have meaningful opportunities to collaborate, contribute, and grow in their careers. HomeStreet focuses on recruiting, retaining and promoting employees from diverse backgrounds and who are representative of the people in the communities we serve. By doing so, we believe we are better able to serve our customers and understand their financial needs and goals. HomeStreet’s Culture Committee helps management identify ways to increase and promote opportunities for our employees. The Culture Committee works with management to identify and promote practices that will help us achieve a more diverse and inclusive workplace. We also promote policies and practices 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 other protected classifications.

Employee Community Involvement

HomeStreet supports the active involvement of our employees in supporting their communities. Employees who donate blood receive one paid day off from work for each donation. Additionally, 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 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 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.

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 and Operations Officer and Chief Information Security Officer, who oversee our information security program and our vendor management program, have led the way to develop programs and policies designed to address and respond to security incidents and cyberattacks in order to protect and preserve the confidentiality, integrity and availability of information owned by, controlled by or in possession of the Company and our vendors, including the Company’s proprietary, 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, with controls and procedures designed to provide for the timely and accurate investigation and reporting of cybersecurity incidents as required by applicable legal obligations, including the reporting of material cybersecurity incidents. The ERM Committee receives quarterly reports from the Chief Information and Operations Officer, the Chief Information Security Officer and Chief Risk Officer as well as interim reports on noteworthy 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 cybersecurity and information security 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 to enhance our directors’ literacy on cybersecurity issues.

The ERM Committee has engaged a cybersecurity expert to work closely with the ERM Committee to provide external review of our cybersecurity-related policies and processes and to provide training and advice on cybersecurity and information security matters. The ERM Committee often presents the expert's materials to the full Board to update all directors on cybersecurity and information security risks. Our employees are required to receive periodic training in cybersecurity and information security risk management and mitigation through corporate training courses and regular phishing exercises. We maintain an additional insurance policy designed to help defray the potential costs of losses associated with cybersecurity incidents.

Employee Compensation Risks

HomeStreet’s management and the ~~HRCG~~Compensation 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 ~~all~~any employees, including non-executive officers, create excessive risks or ~~other~~ risks that are reasonably likely to have a material adverse effect on HomeStreet.

Board Meetings and Committees

During the year ended December 31, ~~2015,~~2022, the Board held 1214 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 ~~of Directors~~ has ~~three~~five standing committees: an Executive Committee, an Audit Committee, an ~~Enterprise Risk Management~~ERM Committee, a Compensation Committee and a N&G Committee.

2022 Committee Memberships of Directors of HomeStreet, Inc.

The following table indicates the current membership of each committee.

Director

Executive Committee

Audit Committee

Nominating and Governance Committee

Compensation Committee

ERM Committee

Mark K. Mason, Chairman

Chair

Scott M. Boggs

Sandra A. Cavanaugh

Chair

Jeffrey D. Green

Chair

Joanne R. Harrell

Chair

James R. Mitchell, Jr.

Mark R. Patterson

Nancy D. Pellegrino

Chair

In 2022, we split the Human Resources and Corporate Governance Committee (the “HRCG Committee”) of the Board into two separate committees: the Compensation Committee and the N&G Committee. The purpose and scope of the new N&G Committee includes oversight of our human capital management (“HCM”) and ESG programs, policies and practices. The Compensation Committee is charged with oversight of our compensation functions. Prior to this split, the HRCG Committee met 4 times.

Executive Committee

The Executive Committee ~~Membership~~is composed of ~~Directors~~at least three members of ~~HomeStreet, Inc.~~



~~Director~~	~~Audit Committee~~	~~Human Resources and Corporate Governance Committee~~	~~Enterprise Risk Management Committee~~
~~David A. Ederer, Chairman Emeritus~~			X
~~Mark K. Mason, Chairman~~
~~Scott M. Boggs~~	~~Chair~~		X
~~Timothy R. Chrisman~~		X
~~Victor H. Indiek~~			X
~~Thomas E. King~~		X	X
~~George “Judd” Kirk~~		X
~~Douglas I. Smith~~	X	~~Chair~~
~~Donald R. Voss~~	X		~~Chair~~
~~Bruce W. Williams~~ ⁽¹⁾	X

~~(1) Mr. Williams will retire~~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 Executive 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 ~~of Directors effective as~~where the Board has already approved the issuance and the Executive Committee is approving certain details of the ~~2016 Annual Meeting.~~issuance), all of which are expressly reserved to the full Board. The Executive Committee held one meeting during the year ended December 31, 2022.

Audit Committee

~~The~~

Our Audit Committee ~~of HomeStreet, Inc.~~ is composed solely of independent directors as required by ~~the~~ Nasdaq corporate governance standards, and each of ~~Messrs. Boggs, Smith, Voss and Williams~~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 both Mr. Boggs ~~is also~~and Mr. Green are qualified as an “audit committee financial expert.”

~~The Company’s~~

Our Board ~~of Directors~~ 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~~can be found on our ~~website at~~ investor relations website: http://~~ir.homestreet.com.~~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 of directors,~~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;~~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 ~~including a reconciliation~~ of ~~fees actually paid for non-credit services as compared to fees previously approved for such services;~~our independent registered public accounting firm;

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

•approve and monitor our internal audit plans and policies;

•annually 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 of the Company meets jointly with the Audit Committee of HomeStreet Bank. The Audit Committee held 10 meetings during the ~~last fiscal year. The Audit Committee Report is included in this Proxy Statement.~~

year ended December 31, 2022.

Enterprise Risk Management Committee

The membership of the ~~Enterprise Risk Management~~ERM Committee is limited to persons who meet the independence standards established by ~~the~~ Nasdaq corporate governance rules and is currently comprised solely of independent directors as defined by such rules. The ~~Enterprise Risk Management~~ERM Committee ~~oversees~~of the Company meets jointly with the ERM Committee of HomeStreet Bank, and ~~assesses~~together they oversee and assess the adequacy of the ~~Company's~~Company’s tolerance and management of key enterprise-wide risks, including credit, interest rate, ~~risk,~~ liquidity, price, operational, compliance/legal, strategic and reputational risks. The ~~Enterprise Risk Management~~ERM Committee is also responsible for monitoring the ~~Company's~~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~~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 legal expert to help with oversight and assessment of the Company’s risks in those areas. The ~~Enterprise Risk Management~~ERM Committee is required to meet at least quarterly.

~~The~~

Our Board has adopted a written ~~Enterprise Risk Management Committee~~ charter ~~a current~~for the ERM Committee. A copy of ~~which is available~~this charter can be found on our ~~website at~~ investor relations website: http://ir.homestreet.com. Among other things, this charter requires the ~~Enterprise Risk Management~~ERM Committee to:

•define, in conjunction with the Board and management, the Company’s risk appetite and tolerances for risk offor the ~~Company and its subsidiaries;~~Company;

•annually review and approve the Company’s enterprise risk assessments ~~prepared in connection with~~as a component of the Company’s strategic plan, including the capital plan;

•monitor the ~~implementation~~Company’s risk profile and ongoing and potential exposure to material risks of ~~changes in significant regulations and~~various types, including a review of the ~~impact of such changes upon the~~ Company’s ~~significant risks;~~

~~monitor~~ 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 measures;

•review and approve the Company’s Compliance Management System, Fair Lending Policy and other compliance policies as deemed necessary;

•approve the initial appointment of the Chief Compliance Officer and Fair Lending Officer and ratify/affirm such appointment annually;

•monitor the implementation of changes in significant regulation and the impact upon significant risk(s) throughout the Company;

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

•reviewing reports from management on technology and security risks; and

•appointing the 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 ~~Enterprise~~Chief Risk ~~Management Director.~~Officer.

The ~~Enterprise Risk Management~~ERM Committee held 4four meetings during the ~~last fiscal year.~~year ended December 31, 2022.

~~Human Resources and Corporate Governance~~

Compensation 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 of directors and evaluate and set compensation with respect to our directors and executive officers, among other things. As of the date of this Proxy Statement, the HRCG

Our Compensation 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~~a compensation committee. ~~During 2015 we made certain payments to a company controlled by Director Timothy R. Chrisman, who serves on~~Although the ~~HRCG~~Compensation Committee ~~however, in light of~~receives input from our Chief Executive Officer, executive leadership and the ~~amounts and circumstances relating to those payments,~~Compensation Committee’s independent compensation advisor, the ~~Board has determined that such payments did not impair the independence of the affiliated director. For more on that relationship, see “Certain Relationships and Related Transactions” below.~~

Compensation Committee makes its own independent determinations regarding executive officer compensation.

Our Board ~~of Directors~~ has adopted a written charter for the ~~HRCG~~Compensation 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~~can be found on our ~~website at~~ investor relations website: http://~~ir.homestreet.com.~~ir.homestreet.com. Among other things, this charter ~~calls upon HRCG~~requires the Compensation 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 Business Conduct and 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 incentive plan arrangements as they are developed, added or modified for (1) the senior management team; (2) individual employees, including non-executive employees, whose activities may expose the Company to material amounts of risk; and (3) groups of associates who are subject to the same or similar incentive compensation arrangements and who, in the aggregate, may

expose the Company to material amounts of risk, even if no individual associate is likely to expose the Company to material risk;

•review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk taking, and review and discuss at least annually the relationship between risk and management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate such risk;

•approve, amend or modify the terms of any compensation or benefit plan that does not require shareholder approval;

•review and approve the corporate goals and objectives relevant to the compensation of the ~~Chief Executive Officer (“CEO”),~~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 on his or her compensation;~~evaluation;

•oversee, review and approve the evaluation of ~~Bank~~other executive officers, including the performance of executive officers in light of approved goals and objectives, and set the compensation of ~~such~~the other executive officers based on this evaluation review;

•periodically review and approve the companies included in the compensation peer group (the “Peer Group”) based on criteria the Compensation Committee deems appropriate;

•review and approve the design of other benefit plans subject to Board approval pertaining to executive officers and employees;

•review the compensation of directors for service on the Board and its committees at least annually and recommend changes in compensation to the Board;

•make recommendations to the Board with respect to the Company’s incentive-compensation and equity-based compensation plans that are subject to Board approval;

•approve stock option and other stock incentive awards for executive officers;

•monitor compliance by executive officers and directors with the Company’s stock ownership guidelines requirements, if any;

•review, approve and recommend to the Board, employment agreements and severance ~~agreements~~arrangements for executive officers, including change-in-control provisions, plans or ~~agreements;~~agreements, which includes the ability to adapt, amend and terminate such agreements or arrangements;

•review and discuss with management the Company’s Compensation Discussion and Analysis and related disclosures, recommend to the Board based on the review and discussions whether the Compensation Discussion and Analysis should be included in the annual report and proxy statement, and prepare the compensation committee report required by SEC rules for inclusion in the Company’s annual report and proxy statement; and

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

The ~~HRCG~~Compensation Committee of the Company meets jointly with the Compensation Committee of HomeStreet Bank. The Compensation Committee held 10five meetings during the ~~last fiscal year.~~year ended December 31, 2022. The ~~HRCG~~Compensation Committee Report is included in this Proxy Statement.

Interaction with Consultants

Pursuant to its charter, the ~~HRCG~~Compensation Committee has the authority, in its sole ~~authority~~discretion, to select, retain ~~terminate,~~and obtain the advice ~~from,~~of a compensation consultant, legal counsel or other advisors. The Compensation Committee shall set the compensation and oversee ~~and compensate its outside advisors, including~~the work of any compensation consultant, legal counsel or other advisors. The Company shall provide appropriate funding, as determined by the Compensation Committee for payment of compensation to its compensation ~~consultant.~~ consultants, legal counsel and any other advisors.

The ~~Company has provided appropriate funding authority to the HRCG~~Compensation Committee ~~to do so.~~

~~In November 2012, the HRCG Committee retained~~retains Pearl Meyer & Partners (“~~PM&P”~~Pearl Meyer”) as its independent executive compensation consultant. None of the Company’s management participated in the Compensation Committee’s decision to retain ~~PM&P. PM&P~~Pearl Meyer. Pearl Meyer reports directly to the ~~HRCG~~Compensation Committee and the ~~HRCG~~Compensation Committee may replace ~~PM&P~~Pearl Meyer or hire

additional consultants at any time. ~~PM&P~~Pearl Meyer attends meetings of the ~~HRCG~~Compensation Committee, as requested, and communicates with the Chair of the ~~HRCG~~Compensation Committee between meetings; however, the ~~HRCG~~Compensation Committee makes all decisions regarding the compensation of the Company’s executive officers.

~~PM&P~~

Pearl Meyer provides various executive compensation services to the ~~HRCG~~Compensation Committee with respect to HomeStreet’s executive officers and other key employees pursuant to a written consulting agreement with the ~~HRCG~~Compensation Committee. The services ~~PM&P~~Pearl Meyer provides under the agreement include advising the ~~HRCG~~Compensation 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~~Compensation Committee regularly reviews the services provided by its outside consultants and believes that ~~PM&P~~Pearl Meyer is independent in providing executive compensation consulting services. The ~~HRCG~~Compensation Committee ~~conducted a specific review of~~periodically monitors the Company’s relationship with ~~PM&P at the time of their initial engagement in 2012~~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 ~~PM&P’s~~Pearl Meyer’s work for the ~~HRCG~~Compensation Committee did not raise any conflicts of interest.

~~The HRCG Committee continues to monitor the independence of its compensation consultant on a periodic basis.~~

~~Human Resources and Corporate Governance~~Compensation Committee Interlocks and Insider Participation

~~None of the~~

Mses. Cavanaugh (Chair), Harrell and Pellegrino and Mr. Mitchell serve as members of the ~~HRCG~~Compensation Committee ~~served as an~~and none of them is a current or former officer or employee of the Company ~~during fiscal year 2015 or any of the three previous years~~ or has had any relationships or participated in any related party transactions that ~~qualify as “interlocking” or cross-board memberships that~~ are required to be disclosed under the rules of the SEC. ~~See also~~During the ~~“Certain Relationships~~year ended December 31, 2022, none of our executive officers served as a director or member of the compensation committee (or other committee of the board performing equivalent functions) of another entity where an executive officer of such entity served as a director of HomeStreet.

Nominating and ~~Related Transactions” section~~Governance Committee

The N&G Committee has the authority to establish and implement our corporate governance practices, nominate individuals for election to the Board, evaluate and oversee issues related to management of human capital resources, among other things. Beginning in 2021, the N&G 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.

Our Board has adopted a written charter for the N&G Committee that satisfies the applicable standards of Nasdaq Corporate Governance rules as to nominating committee requirements. A copy of this ~~Proxy Statement.~~charter can be found on our investor relations website: http://ir.homestreet.com. Among other things, this charter requires the N&G Committee to:

•develop and recommend to the Board criteria for identifying and evaluating director candidates;

•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;

•periodically review the procedures for the consideration of Board candidates recommended for the N&G Committee’s consideration by the Company’s shareholders contained in the Company’s Shareholder Engagement Procedures and Practices and recommend any changes to such procedures to the Board;

•recommend to the Board the Company’s candidates for election or reelection to the Board at each annual meeting of shareholders;

•recommend to the Board candidates to be elected by the Board as necessary to fill vacancies and newly created directorships;

•develop and recommend to the Board a set of corporate governance principles, and annually review and recommended changes as appropriate to such principles;

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

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

•recommend to the Board candidates for appointment to Board committees and consider periodically rotating directors among the committees;

•review and recommend to the Board retirement and other tenure policies for directors;

•review directorships in other public companies held by or offered to directors and senior officers of the Company;

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

•develop and oversee an orientation program for new directors and a continuing education program for all directors and review and revise such programs as appropriate;

•oversee the evaluation of the Board and its committees;

•monitor and evaluate the Company’s programs, policies and practices and relevant risks and opportunities relating to ESG issues and related disclosures, and make recommendations to the Board regarding the Company’s overall strategy with respect to ESG matters;

•oversee the Company’s engagement with proxy advisory firms and other stakeholders on ESG matters and review shareholder proposals submitted to the Company that are within the purview of the N&G Committee; and

•review with management the Company’s practices, policies and strategies relating to human capital management, including but not limited to practices, policies and strategies regarding recruiting, talent development and retention, culture, diversity, equity and inclusion and human health and safety.

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

The N&G Committee held three meetings during the year ended December 31, 2022.

Process for Recommending Candidates for Election to the Board of Directors

The ~~HRCG~~N&G 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~~N&G Committee to consider recommendationsfor candidates to the Board from shareholders. Shareholder recommendationsfor 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 recommendationsmust 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 ~~of Director~~ must also meet any approval requirements set forth by our regulators.

The ~~HRCG~~N&G Committee regularly reviews the current composition and size of the Board. The ~~HRCG~~N&G 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~~N&G 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 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~~N&G Committee may consider appropriate.

•In addition to the criteria listed above, the Board and N&G Committee have made our commitment to diversity on the Board a priority. Our Principles of Corporate Governance include a mandate that the N&G 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 ~~of Directors~~ 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.

The N&G Committee evaluates all nominees appropriately submitted, regardless of source of recommendation, using the same rigorous evaluation process and criteria.


~~(1)~~	~~Based on the December 31, 2015 closing market price of the Company’s shares of common stock on Nasdaq of $21.71per share.~~

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers described in ~~“Executive Compensation”~~“Compensation Discussion and Analysis” above, the following is a description of each transaction since January 1, ~~2015,~~2022, 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~~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 ~~tenants~~a tenant or ~~employees)~~employee), had or will have a direct or indirect material interest.

~~Loan Transactions~~Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these 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 38 of this Proxy Statement and “Corporate Governance — Director Compensation” on page 32 of this Proxy Statement.

Loans

From time to time, ~~the~~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 ~~affiliates~~than loans to immediate family members not living in ~~compliance with~~the director, officer or principal shareholder’s home, are subject to the Federal Reserve Board’s Regulation O, ~~issued by the Federal Deposit Insurance Corporation. These loans are~~which requires that they be made in the ordinary course of business, on substantially the same terms, including interest ~~rates~~rate and collateral, as those prevailing at the time for ~~comparable~~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 2022 comply with ~~persons not related to us,~~these provisions and do not involve more than the normal risk of collectability or present other features unfavorable to us.

~~Indemnification~~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.

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.

No loans originated under the Home Loans to Employees, Officers, & Directors program during the year ended December 31, 2022.

Indemniﬁcation Agreements

We have entered into ~~indemnification~~indemniﬁcation agreements with ~~each~~all of ~~the~~our current and former directors and certain of our current and former executive officers, ~~of HomeStreet, Inc.~~including Messrs. Mason, Michel, Evans, Endresen and 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. We also intend to enter into indemnification agreements with our future directors and executive officers.~~indemniﬁed.

~~Consulting Agreement with Chrisman & Company, Inc.~~

In 2015, HomeStreet entered into an agreement with Chrisman & Company, Inc. (“Chrisman & Company”) pursuant to which that entity was engaged to assist in the recruitment of our new chief financial officer. Timothy Chrisman, who is a director of the Company and a member of the Company’s HRCG Committee, is the controlling owner, president and chief executive officer of Chrisman & Company. It was the intention of both HomeStreet and Chrisman & Company that compensation under this contract be limited to $120,000 plus reimbursement of out-of-pocket expenses incurred by Chrisman & Company on behalf of HomeStreet in connection with the search. However, as a result of an oversight by both parties, in addition to the provision requiring reimbursement of direct costs, the form of agreement used for this transaction initially included a provision calling for reimbursement of certain indirect expenses of Chrisman & Company in an amount equal to 10% of the total fees for services. As a result, we paid Chrisman & Company a total of $132,000 plus the reimbursement of direct costs in 2015. In early 2016, when the error was discovered, the agreement was reformed to match the terms originally agreed between the parties and Chrisman & Company reimbursed HomeStreet for the $12,000 paid in excess of the intended agreement. HomeStreet entered into a second agreement with Mr. Chrisman in April 2016 to assist in the recruitment of certain open positions at the Bank, with a maximum of $120,000 payable to Mr. Chrisman in 2016 under that agreement. The Board has considered the reformed agreement and the net payments made to Chrisman & Company under the reformed agreement as well as the 2016 agreement and determined that Mr. Chrisman remains an independent director of HomeStreet despite the initial overpayment of fees under the 2015 consulting agreement.

Procedures for Approval of Related Party Transactions

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

Prior to the completion of our initial public offering, in addition to the application of Regulation O to certain related-party transactions, we followed formal conflict of interest policies requiring the review and pre-approval of transactions with a related party by the chief executive officer and audit committee where the related party is a director or by the chairman, chief executive officer or general counsel for non-director employees. Following the completion of our initial public offering in February 2012, inIn accordance with the ~~audit committee’s~~Audit Committee’s charter, the ~~audit committee reviews~~Audit Committee has reviewed and ~~pre-approves~~pre-approved in writing any proposed related party ~~transactions; however,~~transactions. However, certain types of transactions, including ~~Regulation O Loans,~~certain loans made in the ordinary course of business, executive officer employment arrangements and director compensation required to be disclosed in our ~~Proxy Statements,~~proxy statements, certain charitable contributions, transactions where all shareholders receive a proportional benefit and ~~transaction~~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.~~www.homestreet.com. In the case of a loan requiring HomeStreet Bank board approval under Regulation O, ~~however,~~ review and approval by our Board ~~of Directors~~ is still required ~~to approve such loan under Regulation O~~ despite any such pre-approval as a related party transaction.

PRINCIPAL SHAREHOLDERS

The following table sets forth the ~~beneficial~~beneﬁcial ownership of our common stock as of ~~April 21, 2016,~~March 31, 2023, by:

•each of ~~the~~our directors and ~~Named Executive Officers of HomeStreet, Inc.;~~named executive officers;

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

•each person known to us to be the ~~beneficial~~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 or she 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 21, 2016,~~March 31, 2023, as determined under Rule 13d-3 under the Exchange Act and are based on ~~24,556,153.6~~18,767,811 shares of our common stock outstanding as of that date. In addition, any ~~options exercisable~~RSUs vesting within 60 days of ~~April 21, 2016 will be~~March 31, 2023 are included in the beneficial ownership of the holder of such ~~option,~~RSUs, and the percentage ownership for that holder ~~will be~~is calculated by adding the aggregate number of ~~options exercisable~~RSUs vesting within 60 days of ~~April 21, 2016~~March 31, 2023 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.

Name of Beneficial Owner Number of Shares of Common Stock Ownership Percentage
Black Rock, Inc. (1)
55 East 52^nd Street
New York, NY 10022
1,729,473
7.05%
Wellington Management Group LLP (2)
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210
1,631,716
6.65%
Bruce W. Williams (3) 797,836.44
3.25%
Mark K. Mason (4) 487,713.00
1.97%
Douglas I. Smith (5) 62,335.00
*
Timothy R. Chrisman (6) 49,178.00
*
David A. Ederer (7) 34,448.60
*
Rose Marie David (8) 19,281.00
*
Scott M. Boggs (9) 16,430.40
*
Thomas E. King (10) 15,381.00
*
George “Judd” Kirk (11) 14,276.40
*
Melba Bartels (12) 12,400.00
*
Victor H. Indiek 7,669.57
*
Donald R. Voss (13) 5,158.00
*
All executive officers and directors as a group
(22 persons) (14)
1,899,274.11
7.59%


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

BlackRock, Inc. (1) 55 East 52nd Street, New York, NY 10055	2,770,666	14.8	%
Dimensional Fund Advisors LP (2) 6300 Bee Cave Road, Building One, Austin, TX 78746	1,605,522	8.6	%
The Vanguard Group (3) 100 Vanguard Blvd., Malvern, PA 19355	1,249,994	6.7	%
Mark K. Mason (4)	182,708	1.0	%
Scott M. Boggs (5)	29,782	*
Sandra A. Cavanaugh	13,641	*
Jeffrey D. Green (6)	11,686	*
Joanne R. Harrell	4,669	*
James R. Mitchell, Jr.	9,475	*
Mark R. Patterson (7)	235,359	1.3	%
Nancy D. Pellegrino (8)	9,667	*
John M. Michel (9)	72,526	*
William D. Endresen (10)	15,461	*
Godfrey B. Evans	70,379	*
Darrell S. van Amen (11)	82,384	*
All executive officers and directors as a group (17 persons) (12)	858,962	4.6	%

* less than 1.0%

(1)BlackRock, Inc. stated in its Schedule 13G/A filing with the SEC on January 26, 2023 (the “BlackRock 13G/A filing”) that, of the 2,770,666 shares beneficially owned at December 31, 2022, it has (a) sole voting power with respect to 2,739,806 shares, (b) shared voting power with respect to 0 shares, (c) sole power to dispose of 2,770,666 shares and (d) shared power to dispose of 0 shares. According to the BlackRock 13G/A filing, the address of Black Rock, Inc. is 55 East 52nd Street New York, NY 10055.

(2)Dimensional Fund Advisors LP stated in its Schedule 13G/A filing with the SEC on February 10, 2023 (the “Dimensional 13G/A filing”) that, of the 1,605,522 shares beneficially owned at December 31, 2022, it has (a) sole voting power with respect to 1,582,825 shares, (b) shared voting power with respect to 0 shares, (c) sole power to dispose of 1,605,522 shares and (d) shared power to dispose of 0 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)The Vanguard Group stated in its Schedule 13G/A filing with the SEC on February 9, 2023 (the “Vanguard 13G/A filing”) that, of the 1,249,994 shares beneficially owned at December 31, 2022, it has (a) sole voting power with respect to 0 shares, (b) shared voting power with respect to 21,662 shares, (c) sole power to dispose of 1,212,275 shares, and (d) shared power to dispose of 37,719 shares. According to the Vanguard 13G/A filing, the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)Includes 1,375 shares 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 7,900 shares held jointly with Patricia Boggs, Mr. Boggs’s spouse. 6,400 shares are pledged as collateral in connection with a personal line of credit.

(6)Includes 2,984 shares held jointly with Tracy Green, Mr. Green’s spouse. Also includes 753 shares held by Tracy Green. Mr. Green disclaims beneficial ownership with respect to such shares except to the extent of any pecuniary interest he may have therein.

(7)Includes 217,000 shares 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.

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

*less than 1.0%

(9)Includes 30,719 shares 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 shares scheduled to vest within 60 days of March 31, 2023.


~~(1)~~	~~Based on Schedule 13G/A filed with the Securities and Exchange Commission on January 26, 2016.~~


~~(2)~~	~~Based on Schedule 13G filed with the Securities and Exchange Commission on February 11, 2016.~~

~~(3)~~

~~Includes 19,252.64~~(10)Includes 538 shares held through the ~~401(k) Plan. The~~ 401(k) Plan participants have the authority to direct voting of shares they hold through the 401(k) Plan. Also includes (a) 20,147.2 shares held jointly with Gro A. Buer, Mr. William’s spouse; (b) 20,316 shares held as co-trustee with Ms. Buer for the Marina Sonja Williams Trust dated 12/25/95; (c) 135,000 shares held as sole trustee for Marina S. Williams Trust UA dated 6/27/13; (d) 150,076.8 shares held as executor of the estate of Walter B. Williams; (e) 150,073.6 shares held as executor of the estate of Marie W. Williams; (f) 1.2 shares held as the sole trustee of the Walter B. Williams Interim Trust; (g) 750.4 shares held as the sole trustee for the Andrew Alvaro Mullins-Williams Trust dated 11/29/05, and (h) 0.40 shares held individually by Gro A. Buer.


~~(4)~~	Includes 237,164 shares held as co-trustee with Tracy Mason, Mr. Mason’s spouse, for the Mason Family Trust dated 2/16/99, options to purchase 242,168 shares of common stock, and 2,780 shares of common stock to be issued on May 29, 2016 upon the partial vesting of a Restricted Stock Unit granted to Mr. Mason on May 29, 2014.


~~(5)~~	~~Includes 56,300 shares of common stock held jointly by Ann Smith, Mr. Smith’s spouse.~~


~~(6)~~	~~Includes 12,500 shares owned indirectly through Chrisman & Company, Inc., in which Mr. Chrisman is the sole shareholder.~~


~~(7)~~	Includes (a) 1,000 shares held as sole trustee for the Alicia Ruth Apple Trust dated 8/14/1992; (b) 1,000 shares held as sole trustee for Katelyn Jane Apple Trust dated 8/14/1992 and (c) 1,000 shares held as sole trustee for Lucas James Apple Trust dated 8/14/1992.


~~(8)~~	Includes 3,000 shares held jointly with Don Balalke, Ms. David’s spouse, 3,165 shares of restricted stock subject to vesting on July 25, 2016, and 371 shares of common stock to be issued on May 29, 2016 upon the partial vesting of a Restricted Stock Unit granted to Ms. David on May 29, 2014.


~~(9)~~	~~Includes 6,400 shares held jointly with Patricia Boggs, Mr. Boggs’ spouse.~~


~~(10)~~	~~Includes 15,069 shares owned indirectly through the Thomas E. King Living Trust, of which he is the sole trustee and beneficiary.~~


~~(11)~~	~~Includes 6,488.4 shares of common stock held jointly by Barbara Kirk, Mr. Kirk’s spouse.~~


~~(12)~~	~~Represents shares issued pursuant to a restricted stock award subject to a right of forfeiture which lapses ratably over four years on August 3 of each of 2016, 2017, 2018 and 2019.~~


~~(13)~~	~~Includes 1,000 shares held as sole trustee for the Voss Family Trust.~~

~~(14)~~

Includes an aggregate of (a) 7,273 shares of common stock to be issued on May 29, 2016 upon the partial vesting of Restricted Stock Units granted on May 29, 2014 (b) 461,167 shares issuable on exercise of options vested as of or within 60 days of April 21, 2016, and (c) 43,564.94 shares held through the 401(k) Plan. Participants in the Company’s 401(k) Plan have the authority to direct voting of shares they hold through the 401(k) Plan.

~~INFORMATION REGARDING EQUITY COMPENSATION PLANS~~

~~The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans~~ as of ~~December~~the last statement date of March 31, ~~2015 under the HomeStreet, Inc. 2014 Equity Incentive Plan (“the 2014 Plan”).~~

Plan Category
(a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights

(b) Weighted
Average Exercise
Price of
Outstanding
Options,
Warrants, and
Rights

(c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a))

Plans approved by shareholders 697,965
⁽¹⁾
$ 11.97

⁽²⁾
682,058
⁽³⁾⁽⁴⁾
Plans not approved by shareholders ⁽⁵⁾
15,600
⁽⁵⁾
$ 0.97
N/A
Total 713,565 $ 11.65
682,058

~~(1)~~

Consists of 525,317 shares subject to option grants awarded pursuant to the HomeStreet, Inc. 2010 Equity Incentive Plan (“the 2010 Plan”), 63,945 shares subject to Restricted Stock Units awarded under the 2014 Plan and 108,703 shares issuable under Performance Share Units awarded under the 2014 Plan, assuming maximum performance goals are met under such awards, resulting in the issuance of the maximum number of shares allowed under those awards.


~~(2)~~	Shares issued on vesting of Restricted Stock Units and Performance Share Units under the 2014 Plan are done without payment by the participant of any additional consideration and therefore have been excluded from this calculation. The weighted average exercise price reflects only the exercise price of the options issued under the 2010 Plan that are still outstanding as of the date of this table.


~~(3)~~	~~Consists of shares remaining available for issuance under the 2014 Plan.~~


~~(4)~~	The 2010 Plan was terminated when the 2014 Plan was approved by our shareholders on May 29, 2014. While the terms of the 2010 Plan remain in effect for any awards issued under that plan that are still outstanding, new awards may not be granted under the 2010 Plan.


~~(5)~~	~~Consists of retention equity awards granted in 2010 outside of the 2010 Plan but subject to its terms and conditions.~~

~~AUDIT COMMITTEE REPORT~~

As more fully described in the Audit Committee Charter, the Audit Committee is responsible for overseeing HomeStreet’s accounting and financial reporting processes, including the quarterly reviews and the annual audit of HomeStreet’s consolidated financial statements by HomeStreet’s independent registered public accounting firm. Deloitte & Touche, LLP served as the Company’s independent registered public accounting firm in during the fiscal year ended December 31, 2015 and has conducted the audit of HomeStreet’s financial statements for 2015. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. As part of fulfilling its responsibilities, the Audit Committee has:

~~reviewed and discussed the Company’s audited financial statements with management;~~

~~discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 16 (Communication With Audit Committees);~~

received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526 (Communication with Audit Committees Concerning Independence) of the PCAOB; and

~~discussed with the independent registered public accounting firm that firm’s independence.~~

~~Based on its review and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements for the fiscal year ended December 31, 2015 be included~~2023. Participants in the Company’s ~~2015 Annual Report on Form 10-K filed~~401(k) Plan have the authority to direct voting of shares they hold through the 401(k) Plan.

(11)Includes 3,000 shares owned by Jeannie van Amen, Mr. van Amen’s spouse. Mr. van Amen disclaims beneficial ownership with respect to such shares except to the ~~SEC.~~extent of any pecuniary interest he may have therein.

~~Submitted~~(12)Includes shares held by our Directors and NEOs as well as our five other executive officers. For our five other executive officers, includes 5,004 shares were held through the ~~Audit Committee~~401(k) Plan as of the ~~Board~~last statement date of ~~Directors~~March 31, 2023. Participants in the Company’s 401(k) Plan have the authority to direct voting of ~~HomeStreet, Inc.~~shares they hold through the 401(k) Plan.

~~Scott M. Boggs, Chair~~

~~Douglas I. Smith~~

~~Donald R. Voss~~

~~Bruce W. Williams~~

OTHER MATTERS

~~The Board is not aware~~Participants in the Solicitation

Under applicable regulations of ~~any business to come before~~ the ~~Annual Meeting~~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 80 of this Proxy Statement and “Proposal 1 — Election of Directors” on page 12 of this Proxy Statement. Other than ~~those matters~~the persons described in this Proxy ~~Statement.~~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 ~~any~~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 ~~matters should properly come before~~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 March 31, 2023 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 ~~it is intended that proxies~~website www.virtualshareholdermeeting.com/HMST2023.

Shareholders Proposals and Director Nominations for the 2024 Annual Meeting

For inclusion in HomeStreet’s proxy materials:To be considered for inclusion in the ~~accompanying form~~proxy materials for next year’s annual meeting of shareholders (the “2024 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 ~~voted in respect thereof~~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 ~~judgment~~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 120 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 2024 annual meeting of shareholders will start on January 26, 2024 and end on February 23, 2024. 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 25, 2024.

In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19(b).

If a shareholder who has notiﬁed the Company of his or her intention to appear in person or ~~persons voting~~by a representative at the ~~proxies.~~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.

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS~~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.

~~The Company’s 2015 Annual Report on~~Availability of the Form 10-K ~~for the year ended December 31, 2015 (the “2015 Annual Report”), including financial statements, is being mailed to shareholders with this Proxy Statement. Additional copies~~and Other Filings

Copies of the ~~2015~~2022 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 ~~2015~~2022 Annual Report and other proxy materials are also available on ~~HomeStreet’s~~www.proxyvote.com and on the following cookies-free website that can be accessed anonymously at ~~www.homestreet.com/proxy. In accordance with SEC rules, our proxy materials posted on this website do not contain any cookies or other tracking features.~~http://ir.homestreet.com/sec-filings/proxy-materials/default.aspx. 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.

~~HOMESTREET, INC. SHAREHOLDERS MEETING~~

~~DRIVING INSTRUCTIONS & DIRECTIONS FOR PARKING IN UNION SQUARE GARAGE~~



~~Meeting Location:~~ ~~Hilton Seattle~~ ~~1301 6th Avenue~~ ~~Seattle, WA 98101~~ ~~Tel: 206-624-0500~~

THE PROXY STATEMENT FOR THE ANNUAL MEETING AND THE ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 (AND ANY AMENDMENT THERETO) ARE
AVAILABLE FREE OF CHARGE ON OUR WEBSITE AT WWW.HOMESTREET.COM

~~From I-5 Southbound:~~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.

~~Take~~

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the ~~Union Street exit, (exit 165b)~~

~~Turn left on Seventh Avenue (first light at the end~~meaning of Section 27A of the ~~Union Street exit ramp)~~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.

~~Seventh Avenue runs~~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, 2022, under the ~~Union Square buildings~~heading Part I, Item 1A — “Risk Factors.” Unless required by law, the Company does not intend, and ~~the garage entrance is mid-block on the right side~~undertakes no obligation, to update or publicly release any revision to any forward-looking statements, whether as a result of the ~~street.~~

~~From I-5 Northbound:~~

~~Take~~receipt of new information, the ~~Seneca Street exit, (exit 165),~~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 ~~the left side~~these forward-looking statements, which apply only as of the ~~freeway.~~date of this Proxy Statement.

~~Turn right onto Sixth Avenue (first light at~~

APPENDIX A — NON-GAAP FINANCIAL MEASURES

In this Proxy Statement, we use the ~~end~~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 the calculation of the ~~Seneca Street exit ramp)~~non-GAAP financial measure.

~~Turn right at University Street ( be careful to stay left~~

A-1


	As of or For the Year Ended
(in thousands, except share and per share data)	December 31, 2022			December 31, 2021			December 31, 2020

Tangible book value per share
Shareholders’ equity	$	562,147		$	715,339		$	717,750
Less: Goodwill and other intangibles	(29,980)			(31,709)			(32,880)
Tangible shareholders’ equity	$	532,167		$	683,630		$	684,870
Common shares outstanding	18,730,380			20,085,336			21,796,904
Computed amount	$	28.41		$	34.04		$	31.42

Return on average assets
Average assets	$	8,396,078		$	7,318,505		$	7,250,634

Net income	$	66,540		$	115,422		$	79,990
Adjustment (tax effected)
Gain on sale of branches	(3,356)			—			—
Tangible income applicable to shareholders	$	63,184		$	115,422		$	79,990
Ratio	0.75		%	1.6		%	1.1		%

Return on average tangible equity
Average shareholders’ equity	$	617,469		$	725,802		$	706,160
Less: Average goodwill and other intangibles	(30,930)			(32,337)			(33,613)
Average tangible equity	$	586,539		$	693,465		$	672,547

Net income	$	66,540		$	115,422		$	79,990
Adjustments (tax effected)
Gain on sale of branches	(3,356)			—			—
Amortization of core deposit intangibles	751			923			1,082
Tangible income applicable to shareholders	$	63,935		$	116,345		$	81,072
Ratio	10.9		%	16.8		%	12.1		%

Efficiency ratio
Noninterest expense
Total	$	205,419
Adjustments:
State of Washington taxes	(2,311)
Adjusted total	$	203,108
Total revenues
Net interest income	$	233,307
Noninterest income	51,570
Gain on sale of branches	(4,270)
Adjusted total	$	280,607
Ratio	72.4		%

A-2

Important Notice Regarding the Availability of ~~the concrete divider that separates the two-lane access road around the Union Square complex from the freeway on-ramp)~~

~~University Street curves and becomes Seventh Avenue. Look~~Proxy Materials for the ~~sign indicating the parking garage entrance on the left side of the street.~~Annual Meeting: The Form 10-K and Notice and Proxy Statement

~~Once You are in the Garage:~~

~~Try to find parking in the~~ ~~WEST~~ ~~section of the garage, near the~~ ~~One Union Square elevator~~ ~~on any level. (One Union & Two Union Square share underground parking. WEST parking in the vicinity of a One Union Square elevator will be closer to the Hilton.)~~

~~Look for overhead signs in the garage directing you to WEST or One Union Square elevators.~~

~~Take the elevator to the Lobby.~~

~~Once You Reach the Lobby:~~

Exit the elevator and take the down escalators directly ahead. At the bottom of the escalators you will see another elevator on your left that will take you up to the Hilton Lobby. The meeting will be held in the Windward Room on the lobby level of the Hilton.

~~Parking Validation~~

~~Please bring your Union Square garage entrance ticket to the meeting and we will be happy to validate your parking before you leave.~~ ~~NOTE~~: ~~We will not be validating Hilton parking.~~


Filed by the Registrant						☒
Filed by a Party other than the Registrant						☐


☐						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



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



~~Table of Contents~~
		Godfrey B. Evans
~~DATE, TIME, PLACE AND PURPOSE OF HOMESTREET'S ANNUAL MEETING~~	1	Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary


~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING~~		2		PAGE
~~Why am I receiving these materials?~~PROXY STATEMENT SUMMARY		2		1
~~Who is entitled to vote?~~IN FORMATION ABOUT THE ANNUAL MEETING		2		6
~~Who is a shareholder of record?~~		2
~~How many shares are entitled to vote at the meeting?~~	2
~~How many votes do I have?~~	2
~~What proposals will be voted on at the Annual Meeting?~~	2
~~What is the voting requirement to approve each of the proposals?~~	2
~~How does the Board of Directors recommend I vote?~~	3
~~How long will each of the directors elected at the Annual Meeting continue to serve?~~	3
~~How do I vote?~~	3
~~You may vote by mail~~	3
~~You may vote in person at the meeting~~	3
~~You may vote on the Internet~~	3
~~You may vote by Telephone~~	3
~~What if my shares are held in street name?~~	3
~~What happens if I sign and return my proxy card, but don't mark my votes?~~	4
~~Can I revoke my proxy?~~	4
~~What happens if additional matters are presented at the Annual Meeting?~~	4
~~Is my vote confidential?~~	4
~~Who will count the votes?~~	4
~~Where can I find the results of the Annual Meeting?~~	5
~~What does it mean if I get more than one proxy card?~~	5
~~What constitutes a “quorum”?~~	5
~~How are abstentions and broker non-votes treated?~~	5
~~What percentage of outstanding shares do the directors and executive officers own?~~	5
~~Who is paying the cost of preparing, assembling and mailing the notices of the Annual Meeting, Proxy Statement and form of proxy and the solicitation of the proxies?~~	5
~~What is the deadline for submitting shareholder proposals for consideration at the Company's next annual meeting of the shareholders or to nominate individuals to serve as directors?~~	5
~~Who can help answer any other questions I may have?~~	6
PROPOSAL 1 ELECTION OF DIRECTORS	7		12
Introduction		7		12
~~Nominees for~~The Board of Directors		7		12
~~Board Recommendation~~Key Qualifications		7		12
~~Information Regarding the Board of Directors and Nominees~~		8
~~Directors of HomeStreet, Inc.~~	8
~~Nominees for Election as Directors at the Annual Meeting~~	8
~~Directors Continuing in Office~~	9




						Mark K. Mason
						Chairman of the Board, President and Chief Executive Officer


1.	~~To elect three (3) Class II directors to serve until the 2019 annual meeting of shareholders, or until their successors are elected, and qualified;~~


2.	~~To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;~~


3.	~~A proposal by a shareholder of the Company asking the Company to adopt majority voting in non-contested director elections; and~~


4.	~~To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereto.~~



~~PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED~~ ~~PUBLIC ACCOUNTING FIRM~~SHAREHOLDER ENGAGEMENT			12		17
~~General~~202 2 Shareholder Outreach			12		17
~~Principal Accounting Fees~~Shareholder Interest in Environmental, Social and ~~Services~~Governance Matters			12		17
~~Pre-Approval of Audit and Non-Audit Services~~Ongoing Shareholder Engagement			12		17
~~Board Recommendation~~			13
~~PROPOSAL 3 SHAREHOLDER PROPOSAL FOR MAJORITY VOTING IN NON-~~ ~~CONTESTED ELECTIONS OF DIRECTORS~~CORPORATE GOVERNANCE			14
~~Introduction~~	14	18
~~Proposal~~Code of Ethics			14		18
~~Statement of Shareholder Regarding Proposal~~ Whistleblower Policy			14		18
~~Board Recommendation~~			14
~~CORPORATE GOVERNANCE~~	16
~~Code of Ethics~~	16
~~Compliance with Section 16(a) of the Exchange Act~~	16
Principles of Corporate Governance	16			19
Director Independence			16		19
Board Diversity					19
Board Assessment, Refreshment and Orientation Process					20
Board Leadership Structure			17		20
Board Role in Risk Oversight			17		21
Environmental, Social and Governance Matters					22
Information Security Risks					24
Employee Compensation Risks			17		24
Board Meetings and Committees			17		25
Executive Committee ~~Membership of Directors of HomeStreet, Inc.~~			18		25
Audit Committee			18		25
Enterprise Risk Management Committee			19		26
~~Human Resources and Corporate Governance~~Compensation Committee			19		27
~~Interaction with Consultants~~Nominating and Governance Committee			20		29
~~Human Resources and Corporate Governance Committee Interlocks and Insider Participation~~			21
~~Process for Recommending Candidates for Election to the Board of Directors~~	21
Attendance at Annual Meetings of Shareholders by the Board of Directors	22			32


			PAGE
Insider Trading Policy and Rule 10b5-1 Trading Plans		22	32
Contacting the Board of Directors		22	32
Director Compensation		22
~~Current Non-Employee Director Compensation~~32	22
~~Directors' Deferred Compensation Plan~~	23
~~Compensation for Employee Directors~~	23
~~Director Compensation Table~~	23
~~EXECUTIVE OFFICERS~~	25
~~EXECUTIVE COMPENSATION~~	28
~~Compensation Program Objectives and Philosophy~~	28
~~Decision Making and Policy Making~~	28
~~Summary Components of Compensation~~	29
~~Base Salary~~	29
~~Short-Term Incentive Compensation~~	29



~~Incentive Plan Risk Management~~EXECUTIVE OFFICERS		31		35
~~Equity Incentive Compensation~~COMPENSATION DISCUSSION AND ANALYSIS		32		38
~~Other Benefit Plans~~2022 EXECUTIVE COMPENSATION PROGRAM		32		46
~~401(k) Savings Plan~~OTHER PRACTICES, POLICIES AND GUIDELINES		32		53
~~Executive Deferred Compensation~~Clawback Provisions		33		53
Hedging Policy				53
Health and Welfare Benefits		33		54
~~Perquisites and other Personal Benefits~~401(k) Savings Plan		33		54
Prerequisites and Other Personal Benefits				54
Risk Assessment				54
Tax Considerations				54
Executive Employment Agreements		33
and Severance and Change in Control ~~Arrangements~~Agreements	35		54

~~Human Resources and Corporate Governance Committees Report~~COMPENSATION COMMITTEE REPORT		35		56
~~Summary Compensation Table~~2022 SUMMARY COMPENSATION TABLE		36		58
~~Outstanding Equity Awards at Fiscal Year End~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		37		62
Employment Agreements				62
Change in Control Agreements		.		63
2014 Plan				63
2014 Plan Award Agreements				63
Ratio of CEO Pay to Median Employee Pay				66
Pay Versus Performance				67

PROPOSAL 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION				73
Overview				73
Vote Required and Board Recommendation				73

AUDIT COMMITTEE REPORT				73
PROPOSAL 3 ADVISORY (NON-BINDING) RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				75
Overview				75
Change of the Independent Registered Public Accounting Firm				75
Fees of Independent Registered Public Accounting Firm				76


				PAGE
Pre-Approval of Audit and Non-Audit Services				76
Engagement of Independent Registered Public Accounting Firm				76
Vote Required and Board Recommendation				76

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			38	78
~~Loan Transactions~~Loans			38	78
~~Indemnification Agreements~~Home Loans to Employees, Officers, and Directors Program			38
~~Consulting Agreement with Affiliate of Mr. Chrisman~~	38	78
Procedures for Approval of Related Party Transactions			38	79

PRINCIPAL SHAREHOLDERS			39	80


~~INFORMATION REGARDING EQUITY COMPENSATION PLANS~~OTHER MATTERS			42	83
~~AUDIT COMMITTEE REPORT~~Participants in the Solicitation			43	83
~~OTHER MATTERS~~Costs of Solicitation			44	83
~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS~~Shareholders Sharing the Same Address			44	83
~~DIRECTIONS AND PARKING INSTRUCTIONS TO HOMESTREET, INC. ANNUAL MEETING~~Appraisal Rights			45	83
Shareholder List				83
Shareholders Proposals and Director Nominations for the 202 4 Annual Meeting				84
Availability of the Form 10-K and Other Filings				84
Forward-Looking Statements				85

APPENDIX A – NON-GAAP FINANCIAL MEASURES				A-1



Director	Age	Director Since	Class	Term Expiration
Mark K. Mason, Chairman	56	2010	Class II	2016 Annual Meeting
David A. Ederer, Chairman Emeritus	73	2005	Class III	2017 Annual Meeting
Timothy R. Chrisman	69	2014	Class I	2018 Annual Meeting
Scott M. Boggs, Lead Director	62	2012	Class I	2018 Annual Meeting
Victor H. Indiek	78	2012	Class II	2016 Annual Meeting
Thomas E. King	72	2012	Class III	2017 Annual Meeting
George “Judd” Kirk	70	2012	Class III	2017 Annual Meeting
Douglas I. Smith	52	2012	Class I	2018 Annual Meeting
Donald R. Voss	65	2015	Class II	2016 Annual Meeting
Bruce W. Williams	62	1994	Class II	2016 Annual Meeting



	2015		2014

Audit Fees ⁽¹⁾	$	1,353	$	741
Audit-Related Fees ⁽²⁾	297		127
Tax Fees ⁽³⁾	170		—
All Other Fees ⁽⁴⁾	—		144
Total	$	1,820	$	1,012


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2) (3)	Total ($)

Scott M. Boggs	60,250	50,000	110,250
Sandra A. Cavanaugh	65,481	55,481	120,962
Jeffrey A. Green	65,000	52,500	117,500
Joanne R. Harrell	54,242	46,242	100,484
James R. Mitchell, Jr.	59,981	47,981	107,962
Mark R. Patterson	72,943	63,942	136,885
Nancy D. Pellegrino	54,750	45,000	99,750
Douglas I. Smith (4)	69,000	56,250	125,250
Donald R. Voss (5)	32,769	28,269	61,038



Name	Fees Earned or Paid in Cash ($)	Stock Awards (4)(5) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Scott M. Boggs	58,250	33,750	—	—	—	—	92,000
Timothy R. Chrisman⁽¹⁾	42,500	23,750					66,250
David A. Ederer	51,462.45	26,250	—	—	—	—	77,712.45
Victor H. Indiek	49,000	23,750	—	—	—	—	72,750
Thomas E. King	52,750	25,000	—	—	—	—	77,750
George “Judd” Kirk	50,000	22,500	—	—	—	—	72,500
Michael J. Malone ⁽²⁾	5,333.50	3,333.50	—	—	—	—	8,667
Douglas I. Smith	45,000	23,750	—	—	—	—	68,750
Donald R. Voss ⁽³⁾	40,917	20,417					61,334
Bruce W. Williams	37,000	20,000	—	—	—	—	57,000


~~(1)~~	Does not include any compensation received by Chrisman & Company, an entity controlled by Mr. Chrisman. For more on the payments made to Chrisman & Company, please see the discussion in “Certain Relationships and Related Transactions” below.


~~(2)~~	~~Mr. Malone resigned from the Board of Directors in February 2015.~~


~~(3)~~	~~Mr. Voss joined the Board of Directors in March 2015.~~


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
Godfrey B. Evans						Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary

Darrell S. van Amen						Executive Vice President, Chief Investment Officer and Treasurer


NEO	2022 Base Salary ($)	2021 Base Salary ($)	% Adjustment (1)

Mark K. Mason	798,252	775,000	3.0	%
John M. Michel	456,820	443,379	3.0	%
William D. Endresen	401,700	390,000	3.0	%
Godfrey B. Evans	336,050	326,306	3.0	%

Darrell S. van Amen	373,880	362,972	3.0	%


Non-Commissioned NEO(1)						Target Opportunity as % of Base Salary

Mark K. Mason						100%
John M. Michel						60%
Godfrey B. Evans						45%
Darrell S. van Amen						45%


Non-Commissioned NEO	Corporate Goals Weight	Individual Goals Weight

Mark K. Mason (1)	80%	20%
John M. Michel (2)	80%	20%
Godfrey B. Evans (3)	50%	50%
Darrell S. van Amen (4)	50%	50%


	Peer Performance (1)			Company Results (2)	Excess (Shortfall) To Target	Weighting	Computed Award
Performance Measure	25th Percentile Threshold	50th Percentile Target	75th Percentile Maximum

Core ROAA	1.06%	1.15%	1.29%	0.75%	(0.40)%	20%	—%
Core ROATE	12.74%	14.95%	16.00%	10.9%	(4.05)%	30%	—%
Efficiency Ratio	59.21%	55.18%	51.24%	72.38%	(17.20)%	20%	—%
NPAs to Total assets	0.25%	0.16%	0.08%	0.13%	0.03%	10%	12.2%
Core Deposit Growth	(7.07)%	(2.34)%	1.31%	(9.04)%	(6.70)%	20%	—%
Total							12.2%


Strategic Qualitative Objective						Key Results

Effective Leadership & Corporate Governance						Took significant steps to mitigate the dramatic impact of unexpected rapidly rising interest rates on our balance sheet and profitability by significantly reducing new loan production in the second half of the year, implementing a promotional CD program and promotional money market account, hedging the cost of funds, and reducing non-interest expenses and headcount in production units. Maintained strong communication with staff, the Board, borrowers and investors. Led important strategic transactions including completing the Company’s $100 million offering of subordinated notes thereby reducing the Company's cost of capital, sale of Eastern Washington branches, and the purchase of Southern California branches. Onboarded a new, diverse member to the Board in January 2022, and partnered with the new Lead Independent Director. Incorporated ESG into strategic planning and developed a company-wide ESG Policy. Continued strong involvement in community affairs.
Expense Reduction and Operational Efficiency						Entered the year with a strong foundation for efficient operations as a result of progress made in recent years, and reduced staffing levels in 2022 to improve operational efficiency. However, we were unable to maintain the efficiency ratios we experienced the prior year as a result of the significant reduction in revenues as a consequence of the unexpected historically significant increase in interest rates by the Federal Reserve.
Continuation of Core Business Focused on Profitable Growth						Interest rate driven challenges drove our inability to maintain or improve our overall profitability, particularly in our Commercial Real Estate and Single Family Lending businesses. Executive succession planning remained strong and effective when used to backfill a vacancy created by the planned retirement of our Chief Risk Officer, while our risk management infrastructure remained sound with no material losses, credit or otherwise.
Audits and Compliance						No material findings from regulatory examinations or external or internal audits, and all specific internal goals related to audit and compliance were achieved in 2022.


Strategic Qualitative Objective						Key Results

Improve the efficiency and effectiveness of the finance, treasury and accounting Functions						Oversaw implementation of new general ledger system. Assisted in outsourcing of certain Treasury hedging activities. Reduced or maintained staffing levels in each of these departments and managed non-interest expense levels within budget.
Assist managing the Company’s capital management strategy.						Prepared analysis of Company’s capital management strategy alternatives, coordinated approval and execution of share repurchase programs, assisted in issuance of $100 million subordinated debt offering, supported sale of branches, supported entering into agreement to purchase three southern California branches which closed in the first quarter of 2023.
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.


Strategic Qualitative Objective						Key Results

Expense Management						Exceeded departmental budget goals for Legal, HR, Risk and Compliance, and Community Relations.
Audit and Examination Findings						No material findings from regulatory examinations or external or internal audits, and all specific internal goals related to audit and compliance were achieved in 2022.
Customer Satisfaction						More than 75% of customers surveyed assessed the Legal, HR, Risk and Compliance and Community Relations Department’s performance as “very satisfied” or better.
Manager Discretion - Management of Significant Legal Matters						Legal work relating to $100 million subordinated debt offering, implementation of the company’s ESG program, legal support for branch acquisition and sale projects, holding company and bank boards and Compensation and Nominating and Governance Committees.


Strategic Qualitative Objective						Key Results

Investment Portfolio Strategy						Portfolio was competitive against benchmark in challenging environment.
Investment in Community Development						Received an Outstanding rating in compliance exam results.
Transition Hedging Process						Successfully transitioned hedging process from LIBOR.
Audits and Compliance						No material findings from regulatory examinations or external or internal audits, and all specific internal goals related to audit and compliance were achieved in 2022.


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)	12.2	%	80.0	%	25.8	%	204,490
John M. Michel (2)	12.2	%	100.0	%	29.8	%	81,120
Godfrey B. Evans (3)	12.2	%	100.0	%	56.1	%	84,370
Darrell S. van Amen (4)	12.2	%	100.0	%	56.1	%	93,870


Performance Measures	Target		Results		Results (% of Target)

CRE Business Unit: Mr. Endresen
Profitability (1)	$	90.3 million	$	66.8 million	73.9	%
Loan Production (2)	$	2.50 billion	$	1.98 billion	79.0	%


	Target Payout ($)	Actual Payout
NEO		($)	% of Target

William D. Endresen	1,567,539	1,157,472	73.8	%



Corporate Performance Area	Weight	Corporate Performance Goals			Actual Result	Payout
Corporate Performance Area	Weight	Threshold (50% of Target Payout)	Target	Maximum (150% of Target Payout)	Actual Result	Payout
Mortgage Return on Equity (%)	27.5%	10.00%	24.50%	36.75%	24.29%		$90,093
Commercial & Consumer Return on Equity (%)	27.5%	7.30%	9.40%	14.10%	7.31%		$45,591
Classified Assets to Total Assets (%)	10%	2.00%	1.00%	0.80%	0.55%		$49,500
Core Deposit Growth (%)	15%	5.00%	10.00%	15.00%	4.50%		$0.00
Non-Single Family Loan Originations (Millions) ($)	20%	$972.0	$1,373.0	$1,650.0	$1,540		$85,895
Corporate: (80% Total Weight)							$271,079



Individual Performance Area	Weight	Individual Performance Goals
Individual Performance Area	Weight	Far Below Target	Below Target	Target	Exceeds Target	Actual Results	Payout
Individual: (20% Total Weight)	100%	0.00%	7.50%	15.00%	22.50%	15.00%	$82,500