E. Michael Downer
About E. Michael Downer
Vice Chairman and independent director of HomeStreet, Inc. following the Mechanics Bank merger, appointed to the HMST Board on September 2, 2025; he is a longtime banking executive and business consultant with investment experience . Education: B.A. in Business Administration from Linfield College; graduate of Pacific Coast Banking School (University of Washington) . Tenure on HMST Board: since Sept 2, 2025 . The Board determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mechanics Bank | Director; Vice Chairman | Director since 2003 | Vice Chairman; extensive board service, banking/investment expertise |
| Coast Commercial Bank | Banking executive | Not disclosed | Senior banking leadership (biographical note) |
| Napa Valley Bank | Banking executive | Not disclosed | Senior banking leadership (biographical note) |
| Business Consultant | Consultant/Owner | Ongoing | Investment and financial services advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mechanics Bank | Vice Chairman; Director | Director since 2003 | Continues as Vice Chairman; long-tenured governance leader |
| Business Consultant | Principal | Not disclosed | Consultant and business owner with banking/investment focus |
Board Governance
- Independence: Board determined Downer is independent under SEC/Nasdaq rules .
- Board leadership: Appointed Vice Chairman of HMST Board alongside Chairman Carl B. Webb on Sept 2, 2025 .
- Committee assignments (effective immediately on appointment):
- Compensation Committee: Chair (members: Downer, Webb, Crowe, Wilcox) .
- Risk Management Committee: Member (Chair: Russell; members: Russell, Downer, Crowe) .
- Nominating & Governance Committee: Crowe (Chair), Cochran, Pellegrino (Downer not a member) .
- Audit Committee: Cochran (Chair), Douglas Downer, Wilcox (Downer not a member) .
- Attendance: HMST disclosed all directors on the 2024 Board met ≥75% attendance; Downer joined in 2025 post-merger (no 2024 attendance data for him) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $130,000 | HMST 2024 director program; paid quarterly in cash |
| Audit Committee Chair | $20,000 | Additional annual retainer |
| Compensation Committee Chair | $15,000 | Additional annual retainer |
| Nominating & Governance Chair | $15,000 | Additional annual retainer |
| ERM/Risk Committee Chair | $15,000 | Additional annual retainer (HMST ERM) |
| Lead Independent Director | $30,000 | Additional annual retainer |
| Executive Committee member | $10,000 | Additional annual retainer |
HMST’s 2024 program paid all director fees in cash; prior proxies allowed stock/deferred units, but 2024 was cash-only .
Performance Compensation
- HMST director pay does not include performance-based bonuses; compensation is via cash retainers and committee chair/member fees .
- Company-wide clawback and hedging restrictions apply to executives; hedging prohibition applies to directors under Insider Trading Policy .
Other Directorships & Interlocks
- Family relationship: E. Michael Downer is the brother of Douglas Downer, who also joined HMST’s Board in 2025; Board disclosed relationship and maintained independence determinations (independent except Webb and Russell) .
- Controlling shareholder presence: Chairman Carl B. Webb is affiliated with Ford Financial Funds, which beneficially own a controlling stake; Webb sits on Compensation Committee alongside Downer, a sensitivity for committee independence and pay decisions .
Expertise & Qualifications
- Banking leadership: former executive at Mechanics Bank, Coast Commercial Bank, and Napa Valley Bank .
- Investment and consulting experience: business consultant/owner; strong investment background cited by HMST in appointing him to chair Compensation Committee .
- Education: B.A. (Linfield College), Pacific Coast Banking School (UW) .
Equity Ownership
- Stock ownership guidelines: HMST expects directors to hold ≥3x annual retainer after 3 years; existing directors (≥3 years) were in compliance as of March 31, 2025; Downer joined in 2025, so compliance not yet applicable/disclosed .
- Beneficial ownership, vested/unvested breakdown, pledging/hedging: Not disclosed for Downer as of his appointment; HMST prohibits hedging and short sales for directors under its Insider Trading Policy .
Governance Assessment
- Strengths:
- Clear independence determination by HMST for Downer; appointed Vice Chairman and Compensation Committee Chair, indicating confidence in his governance and pay oversight capabilities .
- Deep banking and investment background aligns with HMST’s risk and compensation oversight needs; education credentials reinforce domain expertise .
- HMST director pay framework is transparent with defined chair retainers and ownership guidelines; hedging prohibited, supporting alignment .
- Risks/Red Flags to monitor:
- Family interlock: Brother (Douglas Downer) also on the Board; while disclosed and independence affirmed, related-party optics require vigilant oversight of committee decisions and transactions .
- Compensation Committee composition includes the Chairman affiliated with a controlling shareholder (Ford Funds); potential influence risk in executive/director pay—mitigated if majority remains independent and processes are robust .
- Attendance data for Downer not yet disclosed at HMST; confirm future attendance and engagement in 2025/2026 proxy .
Overall, Downer’s appointment as Vice Chairman and Compensation Chair brings seasoned banking and investment oversight to HMST’s board post-merger, with independence affirmed. Investors should watch committee dynamics given family ties and the presence of a controlling shareholder’s representative on Compensation, ensuring rigorous processes and transparent disclosure in upcoming filings .