Nancy D. Pellegrino
About Nancy D. Pellegrino
Independent director of HomeStreet, Inc. (HMST); age 68 with ~6 years of board tenure (joined October 2019). She chairs the Enterprise Risk Management (ERM) Committee and serves on the Compensation and Nominating & Governance Committees; her background includes 30+ years in private banking, wealth and asset management with leadership roles at Citi Private Bank and BNY Mellon Wealth Management in the Pacific Northwest. Education and credentials include a BA from Vanderbilt, Northwestern Graduate Trust School, UVA Darden “Leading Strategic Change,” FINRA licenses (6, 7, 24, 63, 66) and Certified Trust Financial Advisor (CTFA). She is classified as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puget Sound Bank | Director | 2015–2018 | Helped lead to successful merger with Heritage Financial Corp. |
| Citi Private Bank | Managing Director & Regional CEO (PNW) | 2000–2013 | Executive leadership in private banking |
| BNY Mellon Wealth Management (PNW) | President | 2000–2013 | Regional leadership in wealth management |
| Banc One Trust Co. & Private Asset Management (TX/OH) | SVP, Regional Sales Manager & Director | 1990–2000 | Sales leadership and trust/asset management |
| Texas Commerce Bank Trust Co. | VP, Head of Oil & Gas Asset Mgmt | 1982–1990 | Sector specialty leadership |
| Consulting (post-retirement) | Advisor to teams/organizations | Post-2013 | Board and leadership consulting |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Woodland Park Zoo | Director Emeritus; past Board Chair | Current/Emeritus | Ongoing advisory involvement |
| Fred Hutch Cancer Center | Advisor | Current | Community/non-profit engagement |
| Various PNW non-profits (healthcare, human services, arts) | Board leadership positions | Past 24 years | Regional civic leadership |
Board Governance
- Committee assignments: ERM Committee (Chair); Compensation Committee (Member); Nominating & Governance Committee (Member).
- Independence: Board determined all non-employee directors, including Ms. Pellegrino, are independent under Nasdaq and Exchange Act rules.
- Attendance: Board held 23 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- ERM scope includes oversight of credit, liquidity, IT/cybersecurity, compliance/legal, and risk appetite; ERM met quarterly (4 meetings) in 2024.
- Compensation Committee met 6 times; N&G Committee met 3 times in 2024.
- Shareholder support signals: 2024 say‑on‑pay approval 90.2% of votes cast.
| Body | Role | 2024 Meeting Count |
|---|---|---|
| Board | Director | 23 |
| ERM Committee | Chair | 4 |
| Compensation Committee | Member | 6 |
| Nominating & Governance Committee | Member | 3 |
Fixed Compensation
- Structure: Non‑employee directors receive an annual cash retainer; committee chair retainers; no equity grants disclosed for directors in 2024; fees paid quarterly in cash.
- Components applicable to Ms. Pellegrino (2024):
- Annual retainer: $130,000.
- ERM Committee Chair fee: $15,000.
- Total fees earned: $145,000.
- Meeting fees: none disclosed.
| Component | Amount ($) |
|---|---|
| Annual Director Retainer (cash) | 130,000 |
| ERM Committee Chair Retainer (cash) | 15,000 |
| Total 2024 Fees Earned | 145,000 |
| Payment cadence | Quarterly, cash |
Performance Compensation
- No performance-based director compensation or equity awards disclosed for non‑employee directors in 2024; compensation comprised of cash retainer and chair fees.
| Performance-based Pay Element | Status |
|---|---|
| Cash bonus/PSUs/RSUs for directors | None disclosed |
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed. |
| Prior public company boards | Puget Sound Bank | Director | Led to merger with Heritage Financial Corp. |
| Shared directorships with competitors/suppliers/customers | — | — | Not disclosed. |
Expertise & Qualifications
- 30+ years in financial services across private banking, wealth and asset management; executive leadership at Citi Private Bank and BNY Mellon Wealth Management (PNW).
- Education and credentials: BA (Vanderbilt); Northwestern Graduate Trust School; UVA Darden “Leading Strategic Change”; FINRA licenses (6, 7, 24, 63, 66); CTFA.
- Board skills matrix highlights for Ms. Pellegrino: financial expertise, corporate governance, strategic planning, human capital management, regulatory risk management, business development, business operations, public company executive experience, industry experience.
Equity Ownership
- Beneficial ownership: 16,223 shares; includes 1,000 shares jointly with spouse; percent of class: less than 1.0%.
- Director stock ownership guidelines: minimum of 3× annual retainer; directors with ≥3 years of service are in compliance as of March 31, 2025 (Ms. Pellegrino qualifies).
- Hedging policy: Company prohibits hedging and derivative transactions by directors.
- Pledging: No pledged shares disclosed for Ms. Pellegrino (pledging footnotes appear for other directors, not for her).
| Item | Value |
|---|---|
| Shares beneficially owned | 16,223 |
| Percent of outstanding shares | <1.0% |
| Jointly owned with spouse | 1,000 |
| Ownership guideline | 3× annual retainer; in compliance for ≥3‑year directors |
| Hedging | Prohibited by policy |
Governance Assessment
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Effectiveness: As ERM Chair, Pellegrino oversees enterprise‑wide risk, including cybersecurity, compliance/legal, and risk appetite—critical for a bank amid sector volatility; ERM is composed solely of independent directors and met quarterly in 2024.
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Alignment: Director ownership guidelines (3× retainer) and compliance increase skin‑in‑the‑game; no hedging allowed; no pledged shares disclosed for Pellegrino.
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Independence and engagement: Independent under Nasdaq; attended ≥75% of meetings; board and committee activity robust (Board 23 meetings; ERM 4; Comp 6; N&G 3); all directors attended the 2024 annual meeting.
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Compensation structure: 2024 director pay is cash‑only retainer plus chair fees, with no performance‑based elements disclosed; equity alignment relies on ownership guidelines rather than annual equity grants.
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Related‑party/Conflicts: Proxy discloses insider loans must comply with Regulation O; no loans under the employees/officers/directors home loan program in 2024–2023; no related‑party transactions involving Ms. Pellegrino disclosed.
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Shareholder sentiment: High say‑on‑pay support (90.2%) suggests overall confidence in governance and compensation oversight (she serves on the Compensation Committee which uses independent advisor Pearl Meyer; Committee found no consultant conflicts).
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RED FLAGS: None specific to Pellegrino identified in the proxy—no pledging, no related‑party transactions, no Section 16 delinquency noted for her (one late filing was disclosed for the CEO).