Our Board has sent you this 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 virtual-onlyAnnual Meeting. As a shareholder, of record, you are invited to attend and are entitled to and requested to vote on the proposals set forth in this Proxy Statement. The reasons for, and furtherFor more information in relation to, each of these proposals are described in more detailon the participants in the questions and answers and other materials that follow.

All shareholders of record of HomeStreet common stock at the close of business on April 21, 20169, 2021 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

As of the Record Date, 24,556,153.621,354,799.6 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting.

Each share of common sharestock 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 proposalsmatters presented at this meeting, you are entitled to one vote for each share of common sharestock you owned of record on the Record Date.

Under certain circumstances banks, brokers and brokersother nominees are prohibited from exercising discretionary authority for beneficial owners who have not provided voting

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 Votingthe Annual Meeting.

         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 six director nominees of the Board set forth on the proxy card (Proposal 1); “FOR” the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers as described in the Proxy Statement under “Executive Compensation” (Proposal 2); and “FOR” the ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021 (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 via telephone or the Internet or vote online during the Annual Meeting. If your shares are held in “street name” (that is, held for your account by a broker, bank or other nominee) and you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee may not have discretionary authority to vote your shares on with respect to the election of directors (Proposal 1) or the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers (Proposal 2). If you do not markinstruct your vote on your proxy, Scott Boggs, Lead Independent Director, and Godfrey B. Evans, our Corporate Secretary, General Counsel and Chief Administrative Officer, willbroker or other nominee as to how to vote your shares as recommended by the Board: FOR eachand your broker or other nominee does not have discretionary voting authority, these unvoted shares will be “broker non-votes”. Brokers generally may only exercise discretionary voting authority to vote “routine” proposals. The ratification on an advisory (non-binding basis) of the director nominees identified herein, FOR the ratificationappointment of our independent auditorsregistered public accounting firm (Proposal 3) is the only routine proposal to be presented at the Annual Meeting. If nominees exercise this discretionary voting authority on Proposal 3, such shares will be considered present at the Annual Meeting for determining whether a quorum is present.

         YOUR VOTE IS VERY IMPORTANT.    To assure that your shares are represented at the Annual Meeting, we ask you to vote by using the Internet or telephone by following the instructions on the proxy card or completing, signing and FORdating the shareholder proposal for majority voting for directorsenclosed proxy card and promptly mailing it in non-contested elections.

13.    How do I attend and participate in the Annual Meeting. You may do this by either:

         Only HomeStreet shareholders or their duly authorized and constituted proxies may attend 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 at thevirtual-only Annual Meeting.

         The virtual Annual Meeting has been designed to announce preliminary voting resultsprovide the same rights to participate as you would have at an in-person meeting. Shareholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able submit questions before and during the meeting through the virtual meeting portal. To submit a question, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HMST2021, type your question into the “Ask a Question” field, and click “Submit.” Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness and efficient use of time, we will respond to up to two questions from a single shareholder and may not be able to respond to all questions at the Annual Meeting andvirtual meeting.

         Our virtual meeting website will publish final results in a Current Reportbe hosted by Broadridge. In the event you have any technical difficulties logging into the meeting, support from Broadridge will be available. For more information, please go to the virtual meeting website, where you will be able to find additional information 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.

         A majority of the outstanding shares of common sharesstock 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 notIf 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 Meetingshares so represented may adjourn the Annual Meeting without further notice.

15.    What vote is required to another date, time and place.

         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 will benon-votes are not considered “votes cast” and so are not counted foreither “for” or “against” any proposal that requires a majority of votes cast in order to pass, which includes all of the purposeproposals being presented at the annual meeting (including the non-contested election of determining the presence or absence of a quorum for the transaction of business. At present, thedirectors).

         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, WashingtonWA 98101 or by electronic mail at ir@homestreet.com

HomeStreet’s Board consists of nine members. At the 2019 annual meeting, our shareholders approved an amendment to our charter documents that phases out the classification of our Board over three years, a process we began in 2020. In prior years, our Board was divided into three classes and approximately one-third of each of our directors were elected each year to serve for three-year terms, until their respective successors are duly elected and qualified or until their earlier resignation or removal. Beginning with last year’s Annual Meeting, directors are now elected to one-year terms, such that two-thirds of the continuing Board will be elected at this Annual Meeting, including two directors who last stood for election in 2020, and all directors will stand for election at the 2022 annual meeting. Each director holds office until that director’s successor is duly elected and qualified or until his or her earlier death or resignation. Our bylawsdirectors are currently serving the following terms:

•        Jeffrey D. Green was appointed to fill a vacancy in the Board of Directors created by an expansion of the Board of Directors since the last annual meeting of the shareholders and is serving a term that will expire at the Annual Meeting.

•        James R. Mitchell, Jr. and Nancy D. Pellegrino were elected to the Board of Directors at the last annual meeting of the shareholders and are serving a one-year term that will expire at the Annual Meeting.

•        Scott M. Boggs, Mark R. Patterson and Douglas I. Smith were elected in 2018 and are serving a three-year term that will expire at the Annual Meeting.

•        Sandra A. Cavanaugh, Mark K. Mason and Donald R. Voss were elected in 2019 and are serving a three-year term that will expire at the annual meeting of the shareholders to be held in 2022.

The Board of Directors

The following table sets forth certain information with respect to HomeStreet’s Board of Directors, including each director’s age as of April 9, 2021.

____________

(1)      Mr. Green was appointed to fill a newly created vacancy on the Board in June 2020. Pursuant to the Bylaws, the term of any director appointed to fill a newly created position runs until the next annual meeting of the shareholders.

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

The number of directors may be increased or decreased from time to time by our Board, provided that a reduction in the number of directors may not shorten the term of an incumbent. Our Bylaws permit our Board of Directors to establish by resolution the authorized number of directors, which shall be between seven and 13 directors. The Board is currently composed of 10 members, however, Bruce W. Williams, one of our Class II directors, has chosen to retire from the Board 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 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:

Upon recommendation of the HRCG Committee, the Board has nominated Scott M. Boggs, Jeffrey D. Green, James R. Mitchell, Jr., Mark K. Mason, Director, Chairman, Chief Executive OfficerR. Patterson, Nancy D. Pellegrino and President of HomeStreet, Inc. Douglas I. Smith for re-election to the Board with a oneMr. Mason has been-year term set to expire at the Company’s Chief Executive Officernext annual meeting of shareholder, to be held in 2022. 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 Bank’s Chairman and Chief Executive Officer since January 20, 2010 andHRCG Committee to the Chairman of the Company since March 26, 2015. From January 20, 2010 until March 25, 2015, Mr. Mason was the Vice Chairman of the Company’s 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. Mr. Mason has also served as president of a startup energy company, TEFCO, LLC, andconclusion that she or he 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 Coast Banking School and Washington Bankers Association, and is an advisory board member of Seattle University’s Albers School of Business and Economics. Mr. Mason is a certified public accountant (inactive) and holds a bachelor’s degree in Business Administration with an emphasis in Accounting from California State Polytechnic University. Mr. Mason brings extensive business, managerial and leadership experience to our Board of Directors. Mr. Mason was selected toshould serve as a director becauseappears following each of his position as our Chief Executive Officer and his significant experience as an executive officer,the director and consultant to other banks and mortgage companies, his credit and lending experience, finance and accounting education and experience and relationships in the banking industry and the capital markets.

Scott M. Boggs, Lead Independent Director. Director

Mr. Boggs joined theHomeStreet Bank in 2006 as a member of theits board of directors and became a director of HomeStreet, Inc. following the closing of our initial public offeringCompany in February 2012. Mr. Boggs was electedserved as the lead independent directorLead 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

TimothyJeffrey D. Green, Director

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

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”.

James R. Chrisman, Director. Mitchell, Jr. Director

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

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

Mark R. Patterson, Director

Mr. Patterson joined the Board in January 2018. Mr. Patterson served as Managing Director and Equity Analyst of NWQ Investment Management Co., LLC, an investment management company (“NWQ”), from 1997 until his retirement in 2014. At NWQ, he conducted fundamental research and valuation analysis of public companies within the financial services sector. Mr. Chrisman is the founding partner of Chrisman & Company, a Los Angeles-based retained executive search firm focusing on financial and related industries. Prior to forming his own company, Mr. ChrismanPatterson was a senior executive 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 WaterfieldFBR & Co. from 2015 until the company’s sale in 2017, serving on its audit and compensation committees. From 1989 to 1997, Mr. Patterson served in various capacities at U.S. Bancorp, including Vice President, Investor Relations, where he was a primary contact between the bank

Douglas I. Smith, Director. 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 he2002. He is also the managing member of Miller and Smith LLC and Silent Tree LLC.Partners LLC, both of which invest in real estate development and management of those development projects. He has also been a board member of Home Aid Northern Virginia since 2001. Mr. Smith holds an MBA from Harvard Business School and a bachelor’s degree in economics from DePauw University.

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

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR

Mr. Mason has selected Deloitte & Touche LLP asbeen the Company’s independent registered public accounting firm to auditChief Executive Officer (“CEO”) and a member of the consolidated financial statementsCompany’s Board and HomeStreet Bank’s Chairman of HomeStreetthe Board and its subsidiaries for the fiscal year ending December31, 2016. We have used Deloitte & Touche LLP as our independent registered public accounting firmChief Executive Officer since January 1, 2013, when they replaced KPMG LLP, who audited the company’s financial statements from 2003 through 2012.

The Board has established a code of ethics as defined under the Exchange Act, thatwhich applies to all HomeStreet directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller. A copy of our Code of Business Conduct and Ethics (“Code of Ethics”) is available on our website at http://ir.homestreet.com. We will post on our website any amendments to, or waivers (with respect to our principal executive officer, principal financial officer and principal accounting officer or controller) from, this Code of Ethics within four business days of any such amendment or waiver.waiver and, to the extent required by the listing standards of the Nasdaq Global Select Market, 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:

We provide information on how to access our third-party whistleblower hotline, EthicsPoint, by telephone or through the Exchange Act requiresInternet on both our executive officersinternal 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 fileexternal investor relations website.

At each regular meeting the Audit Committee discusses all current whistleblower reports 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 suchnew 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 filinglast meeting, any ongoing whistleblower investigations and one director had a late Form 3 filing.the resolution of any closed investigation.

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

The Board has determined that, with the exception of Mark Mason, our Chairman of the Board and Chief Executive Officer, all of its members are currently “independent“independent directors” as that term is defined in the listing standards of Nasdaq and, where applicable, the regulations adopted under Sections 10A and 14C10C 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 generalityguideline provides that the HRCG Committee “will actively seek to include highly qualified women and individuals from minority groups in the pool of candidates from which nominees for director positions are chosen, and in choosing between equally qualified candidates will give extra weight to diversity of the foregoing,candidates.” The HRCG Committee, which acts as our nominating committee, continues to consider diversity as an important goal in board refreshment, consistent with the diversity expectations we continue to hear from our shareholders in our engagement process and with the newly added requirement to the Washington Business Corporations Act requiring us to have a board that is comprised 25% by individuals who identify as women for a minimum of 270 days during the preceding year beginning January 1, 2022, or else provide our investors with a discussion and analysis of what the Company is doing to promote and maintain diversity on our Board.

Board Assessment, Refreshment and Orientation Process

Each year, our Board undertakes a formal self-evaluation process during which all members are asked to identify their areas of strength and expertise. The HRCG then aggregates this information into a report on the strength of the Board considered various aspectswhich includes, among other things, the skills matrix that we include in our proxy statement. This assessment process, and especially the skills matrix, allows the HRCG to identify where there may be gaps in the overall skill set of the relationship betweenBoard 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 Companystated 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. Based on the most recent self-assessment, the HRCG has identified expertise in cybersecurity as a desired skill set.

In recent years, the HRCG identified a need for more board refreshment and new perspectives on the Board of Directors. In 2018, the HRCG identified Sandra Cavanaugh as a board candidate because of her role in leadership in banking and mutual fund industries and her experience working in highly regulated environments, and on that she was appointed as a director by the Board. In 2019, acting on the HRCG’s recommendation, the Board appointed Nancy Pellegrino as a director based on her background in executive leadership at top tier global and national banks as well as her board level experience with corporate governance and compensation matters. Additionally, with the retirement of certain long-term directors in 2020, the Board identified a need to replace the expertise in commercial banking and commercial credit that had been represented by one of the departing directors, and identified James R. Mitchell, Jr. as a new addition to the Board in 2020 to provide that additional depth of experience in community banking and commercial credit. Acting on another need surfaced through the Board assessment process, the HRCG also identified and added Jeffrey D. Green in 2020 to provide an entity controlledadditional member of the Board who qualifies as a financial expert for the purposes of the Audit Committee, bringing additional support to Mr. Boggs who has been the long-time the chair of that committee. All candidates for director who are identified by Director Timothy R. Chrisman, discussedthe HRCG are vetted through a thorough due diligence process, and all Board members are given the opportunity to meet with director candidates at length to ask questions and get to know them before being asked to vote on the appointment of such individuals to the Board.

Our Board of Directors believes that it is in the best interests of the Company for the Board to retain discretion to make a determination regarding whether or not to separate the roles of Chairman of the Board and Chief Executive OfficerCEO 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-appointmentre-appointment as Chairman of the Board each year by the BoardBoard. Our Principles of Directors.

The Company’s bylaws and Principles of Corporate Governance provide a clear description of the role of the Lead Independent Director: the Lead Independent Director is responsible for presiding over all executive sessions of independent or non-management directors, and in the absence of the Chairman of the Board presiding over shareholder meetings and Board meetings; serves as the liaison between the Chairman and the independent directors; meets with the Chairman prior to all Board Meetings to review and discuss the agenda; and has maintainedthe 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. BoggsVoss was appointed by the independent directors of the Board in 2018 and currently serves in that role. The Board reviews the appointment of our Lead Independent Director position each year.

The Board believes that this leadership structure provides balance and currently is in the best interests of the Company and its shareholders. The role given to the Lead Independent Director helps to ensure a strong, independent and is subjectactive board, while Mr. Mason serving as the Chairman of the Board enables the Company and the Board to reappointment each year bycontinue 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 Board, together with its committees and senior management, has oversight for our risk management framework and is responsible for overseeing the majorhelping to ensure that our risks facingare 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 managementto 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 mitigatingable to focus the Company’sBoard’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 Committee, and the Human Resources and Corporate Governance, or HRCG Committee. The Audit Committee reviews and discusses with management significant financial and nonfinancialnon-financial risk exposures and the steps management has taken to monitor, control and report such exposures. The Enterprise Risk Management 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 profileoperational risks, information technology, information security and exposure to various types ofcybersecurity risks. The HRCG Committee oversees management of risks relating to the Company’s governance, compensation plans and programs. The Audit Committee, the Enterprise Risk Management Committee and the HRCG Committee report to the Board as appropriate on matters that involve specific areas of risk that each committee oversees, and with the Board, each committee periodically discusses with management the Company’s policies with respect to risk assessment and risk management. The board of directors of our primary subsidiary, HomeStreet Bank, also oversees

During the year ended December 31, 2015,2020, the Board held 1213 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 threefour standing committees: an Executive Committee, an Audit Committee, an Enterprise Risk Management Committee and a Human Resources and Corporate Governancean HRCG Committee.

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 Williamsthe 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-310A-3 under the Exchange Act. The Board has determined that each of Mr. Boggs and Mr. Green is also qualified as an “audit committee financial expert.”

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 on our website at http://ir.homestreet.com. Among other things, the Audit Committee charter requires the Audit Committee to:

The Audit Committee held 10eight meetings during the last fiscal year. The Audit Committee Report is included in this Proxy Statement.

The membership of the Enterprise Risk Management 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 Committee overseesof the Company meets jointly with the Enterprise Risk Management Committee of HomeStreet Bank, and assessestogether they oversee and assess the adequacy of the Company'sCompany’s tolerance and management of key enterprise-wideenterprise-wide risks, including credit, interest rate, risk, liquidity, price, operational, compliance/legal, strategic and reputational risks. The Enterprise Risk Management Committee is also responsible for monitoring the Company'sCompany’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'sCompany’s established risk management policies and benchmarks. As with other committees of the Company, the Enterprise Risk Management Committee is authorized to hire such independent experts as the committee may deem necessary or appropriate, and at present engages a cybersecurity and information security expert to help with oversight and assessment of the Company’s risks in those areas. The Enterprise Risk Management Committee is required to meet at least quarterly.

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

The Enterprise Risk Management Committee held 4five meetings during the last fiscal year.

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 andBoard, evaluate and set compensation with respect to our directors and executive officers and oversee issues related to management of human capital resources, among other things. AsBeginning in 2021, the HRCG will also receive 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 datemanagement of this Proxy Statement,our human capital resources.

Although the HRCG Committee receives input from our Chief Executive Officer, executive leadership and the HRCG Committee’s independent compensation advisor, the HRCG Committee makes its own independent determinations regarding executive officer compensation. The HRCG Committee is composed solely of independent directors under Nasdaq corporate governance rules, each of whom has also been determined to be independent pursuant to Rule 10C-1(b)10C-1(b)(1) of the Exchange Act describing independence standards relating to members of the compensation committee. During 2015 we made certain payments to a company controlled by Director Timothy R. Chrisman, who serves on the HRCG Committee, however, in light of the amounts and circumstances relating to those payments, 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.

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

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

The HRCG Committee held 10eight meetings during the last fiscal year. The HRCG Committee Report is included in this Proxy Statement.

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

The HRCG Committee retainedretains Pearl Meyer & Partners (“PM&P”Pearl Meyer”) as its independent executive compensation consultant. None of the Company’s management participated in the HRCG Committee’s decision to retain PM&P. PM&PPearl Meyer. Pearl Meyer reports directly to the HRCG Committee and the HRCG Committee may replace PM&PPearl Meyer or hire

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

The HRCG Committee regularly reviews the services provided by its outside consultants and believes that PM&PPearl Meyer is independent in providing executive compensation consulting services. The HRCG Committee conducted a specific review ofperiodically monitors the Company’s relationship with PM&P at the time of their initial engagement in 2012Pearl Meyer with regard to among other things the requirements of Nasdaq rules related to the selection and assessment of conflictsconflicts of interest pertaining to compensation consultants, and determined that PM&P’sPearl Meyer’s work for the HRCG Committee did not raise any conflictsconflicts of interest.

None of the members of the HRCG Committee served as an officer or employee of the Company during fiscalfiscal year 20152020 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 alsoDuring fiscal year 2020, none of our executive officers served on the “Certain Relationships and Related Transactions” section in this Proxy Statement.board of directors or compensation committee of any company where one of that company’s executive officers served as one of our directors.

The HRCG Committee is responsible for, among other things, determining the criteria for membership to the Board and recommending candidates for election to the Board. It is the policy of the HRCG Committee to consider 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,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 Committee regularly reviews the current composition and size of the Board. The HRCG Committee’s criteria and process for evaluating and identifying the candidates that it recommends to the full Board, for selection as director nominees are as follows:

HomeStreet has an insider trading policy that prohibits, among other things, short sales, hedging of stock ownership positions and transactions involving derivative securities relating to our common stock. The Company does not undertake any obligation to report Rule 10b5-110b5-1 trading plans that may be adopted by any of its officers and directors in the future, or to report any modificationsmodifications or terminations of any publicly announced plan, except to the extent required by law.

The following table shows the compensation earned by or paid to, our non-employeenon-employee directors for 2015,2020, including Donald R. Voss, who joinedDavid A. Ederer, Thomas E. King and George “Judd” Kirk, each of whose terms on the Board expired in May 2020.