If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us or to vote in person at the meeting.

If you hold your shares in street name, your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by filling out a voting instruction form that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Please see the instruction form provided by your broker, bank or other holder of record that accompanies this proxy statement. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. AExamples of proof of ownership are a recent brokerage statement or a letter from a bank or broker are examples of proof of ownership.broker. If you want to vote your shares of First Savings Financial Group common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or other nominee who is the record holder of your shares.

If you own shares of Company common stock indirectly through the First Savings Bank F.S.B. Employee Stock Ownership Plan, the First Savings Bank Profit Sharing/401(k) Plan or the First Savings Financial Group, Inc.2010 Equity Incentive Plan, see“Participants in the ESOP, 401(k) Plan orand 2010 Equity Incentive Plan”Plan Participant Voting” for voting information.

Quorum and Vote Required

Quorum. We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of common stock entitled to vote are present at the meeting, either in person or by proxy.

Vote Required for Proposals.At this year’s annual meeting, shareholders will elect threefour directors to serve for a term of three years. In voting on the election of directors, you may vote in favor of the nominees, withhold votes as to all nominees, or withhold votes as to specific nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the annual meeting. This means that the nominees receiving the greatest number of votes will be elected up to the maximum number of directors to be elected at the annual meeting. The maximum number of directors to be elected at the annual meeting is three.

In voting on the ratification of the appointment of Monroe Shine & Co., Inc. as the Company’s independent registered public accounting firm, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To ratify the appointment of Monroe Shine & Co., Inc. as our independent registered public accounting firm for fiscal 2012,2015, the affirmative vote of a majority of the votes cast at the annual meeting is required.

In voting on the non-binding resolution to approve the compensation of the named executive officers, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To approve the non-binding resolution, the affirmative vote of a majority of the votes cast at the annual meeting is required.

How We Count Votes.If you return valid proxy instructions or attend the meeting in person, we will count your shares to determine whether there is quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum.

In the election of directors, votes that are withheld and broker non-votes will have no effect on the outcome of the election.

In counting votes on the proposal to ratify the appointment of the independent registered public accounting firm, abstentions and broker non-votes will have no effect on the outcome of the vote on the proposal. Similarly, abstentions and broker non-votes will have no effect on the outcome of the non-binding vote on the compensation of the named executive officers.

Effect of Not Casting Your Vote

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors (Item 1) and in the advisory vote regarding the compensation of our named executive officers (Item 3). Current regulations prohibit your bank or broker from voting your uninstructed shares in the election of directors and on certain other matters on a discretionary basis. Therefore, if you hold your shares in street name and you do not instruct your bank or broker how to vote on Items 1 and 3, no votes will be cast on these matters on your behalf.  These are referred to as broker non-votes. Your bank or broker does, however, have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Item 2).

Voting by Proxy

The Company’s Board of Directors is sending you this proxy statement to request that you allow your shares of Company common stock to be represented at the annual meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.Board. The Board of Directorsunanimously recommends that you vote:

Instead of voting by completing and mailing a proxy card, registered shareholders can vote their shares of Company common stock via the Internet or by telephone. The Internet and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet and telephone voting are set forthappear on the enclosed proxy card and for the benefit plans on the voting instruction cards.The deadline for voting via the Internet or by telephone is 11:59 p.m., Eastern time, on Monday, February 27, 2012.

ESOP, 401(k) Plan and/orand 2010 Equity Incentive Plan Participant Voting

If you participate in the ESOP, invest in Company common stock through the 401(k) Plan or have been awarded restricted stock under the Company’s2010 Equity Incentive Plan which was unvested as of the record date for the Annual Meeting, you will receive a voting instruction card for each plan that reflects all shares you may direct the trustees to vote on your behalf under the plan. You may submit your voting instruction cards, or convey your voting instructions via the Internet, by telephone or by telephone.mail. Specific instructions for Internet or telephone submission are set forth on the voting instruction cards. Under the terms of the ESOP, all allocated shares of First Savings Financial GroupCompany common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants. The ESOP trustee generally votes all unallocated shares of Company common stock held by the ESOP and allocated shares for which no timely voting instructions are received in the same proportion as shares for which the ESOP trustee has received timely voting instructions, subject to the exercise of its fiduciary duties. Under the terms of the 401(k) Plan and 2010 Equity Incentive Plan a participant may direct the trustee how to vote the shares of First Savings Financial GroupCompany common stock credited to the Participant under the plan. The Company will direct the 401(k) Plan trustee and the 2010 Equity Incentive Plan trustee how to vote the shares of Company common stock for which timely voting instructions are not received.The deadline for returning your voting instruction cards is February 21, 2012.

Revoking Your Proxy

Whether you vote or direct your vote by mail, telephone or via the Internet, if you are a registered shareholder or a participant in the ESOP, the 401(k) Plan and/or the 2010 Equity Incentive Plan, unless otherwise noted, you may later revoke your proxy by:

If you hold your shares through a bank, broker, trustee or nominee and you have instructed the bank, broker, trustee or nominee to vote your shares, you must follow the directions received from you bank, broker, trustee or nominee to change those instructions.

CORPORATE GOVERNANCE

Director Independence

The Company’s Board of Directors currently consists of teneleven members, all of whom are independent under the listing requirements of the NasdaqNASDAQ Stock Market, Inc., except for Larry W. Myers, John P. Lawson, Jr., and Samuel E. Eckart, and Vaughn K. Timberlake, who are or were previously employed as executive officers of both the Company and the Bank or both.Bank. In determining the independence of directors, the Board of Directors considered the various deposit, loan and other relationships that each director has with the Bank, including loans and lines of credit outstanding to Charles E. Becht, Jr., John P. Lawson, Jr., Vaughn K. Timberlake and Frank N. Czeschin,Cecile A. Blau, in addition to the transactions disclosed under “Other Information Relating to Directors and Executive Officers—Transactions with Related Persons”, but determined in each case that these relationships did not interfere with their exercise of independent judgment in carrying out their responsibilities as directors.

Board Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors has determined that the separation of the offices of Chairman of the Board and of President and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of those offices allows the President and Chief Executive Officer to better focus on his growingincreasing responsibilities of running the Company, enhancing shareholder value, and expanding and strengthening the Company’s franchise while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Michael F. Ludden serves as Chairman of the Board of Directors.Board. Mr. Ludden is an independent director under the listing requirements of The Nasdaqthe NASDAQ Stock Market, Inc.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-daydaily management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and the risks facing the Company. Senior management attends the Board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The Chairman of the Board and independent members of the Board work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors.

Corporate Governance Policy

The Board of Directors has adopted a corporate governance policy to govern certain activities, including: the duties and responsibilities of directors; the composition, responsibilities and operations of the Board of Directors;Board; the establishment and operation of Board committees; succession planning; convening executive sessions of independent directors; the Board of Directors’Board’s interaction with management and third parties; and the evaluation of the performance of the Board of Directors and of the President and Chief Executive Officer.

Committees of the Board of Directors

The following table identifies ourthe Board’s standing committees and their members atas of September 30, 2011.2014. All members of each committee are independent in accordance with the listing requirements of the NasdaqNASDAQ Stock Market, Inc.Market. Each committee operates under a written charter that is approved by the Board of Directors and that governs its composition, responsibilities and operation. Each committee reviews and reassesses the adequacy of its charter at least annually. The charterscharter of all three committees areeach committee is available at the Investor Relations section of the Bank’s website (www.fsbbank.net).

Audit Committee

The Audit Committee is responsible for providing oversight relating to our consolidated financial statements and financial reporting process, systems of internal accounting and financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the Board. The Audit Committee is also responsible for engaging the Company’s independent registered public accounting firm and monitoring its conduct and independence. The Company’s Board of Directors has designated Douglas A. York, CPA as an “audit committee financial expert” under the rules of the Securities and Exchange Commission.

Compensation Committee

The Compensation Committee approves the compensation objectives for the Company and the Bank, establishes the compensation for the Company’s and Bank’s seniorexecutive management and conducts the performance review of the President and Chief Executive Officer. The Compensation Committee reviews all components of compensation, including salaries, cash incentive plans, long-term incentive plans and various employee benefit matters. Decisions by the Compensation Committee with respect to the compensation of executive officers are approved by the full Board of Directors.Board. The Committee also assists the Board of Directors in evaluating potential candidates for executive positions.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee assists the Board of Directors in: (1)(i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (2)(ii) recommending to the Board the director nominees for the next annual meeting; (3)(iii) implementing policies and practices relating to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (4)(iv) leading the Board in its annual review of the Board’s performance; and (5)(v) recommending director nominees for each committee.

Minimum Qualifications for Director Nominees.The Nominating/Corporate Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors.Board. A candidate must meet the eligibility requirements set forth in the Company’s Bylaws, which include an age limitation and a requirement that the candidate not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing documents.

If a candidate is deemed eligible for election to the Board, of Directors, the Nominating/ Corporate Governance Committee will then evaluate the following criteria in selecting nominees:

The Nominating/Corporate Governance Committee also will consider any other factors it deems relevant, including diversity, competition, size of the Board of Directors and regulatory disclosure obligations.

With respect to nominating an existing director for re-election to the Board, of Directors, the Nominating/Corporate Governance Committee will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he or she serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.

Director Nomination Process.The process that the Nominating/Corporate Governance Committee follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows:

For purposes of identifying nominees for the Board, of Directors, the Nominating/Corporate Governance Committee relies on personal contacts of the committee members and other members of the Board, of Directors, as well as its knowledge of members of the communities served by the Bank. The Nominating/Corporate Governance Committee will also consider director candidates recommended by shareholders according to the policy and procedures set forth below. The Nominating/Corporate Governance Committee has not previously used an independent search firm to identify nominees.

In evaluating potential nominees, the Nominating/Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Nominating/ Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.

Considerations of Recommendations by Shareholders.The policy of the Nominating/Corporate Governance Committee is to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors.Board. The Nominating/Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating/Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors.  ToBoard. In order to avoid the unnecessary use of the Nominating/Corporate Governance Committee’s resources, the Nominating/ Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Shareholders.To submit a recommendation of a director candidate to the Nominating/Corporate Governance Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Nominating/Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:

In order for a director candidate to be considered for nomination at the Company’s annual meeting of shareholders, the recommendation must be received by the Nominating/Corporate Governance Committee at least 120 calendar days before the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year.

Board and Committee Meetings

During the fiscal year ended September 30, 2011,2014, the Board of Directors of the Bank held thirteen regular11 meetings, including its annual shareholders’ and organizational meeting,meetings, and the Board of the Directors of the CompanyBank held nine regular13 meetings, including its annual organizational meeting. No director attended fewer than 75% of the total meetings of the Company’s or the Bank’s Board of Directors and the respective committees on which such director served during fiscal 2011.

Director Attendance at the Annual Meeting of Shareholders

The Board of Directors encourages each director to attend the Company’s annual meeting of shareholders. EachTen of the Company’s then eleven directors attended last year’s annual meeting of shareholders.

Code of Ethics and Business Conduct

The Company has adopted a code of ethics and business conduct which applies to all of the Company’s and the Bank’s directors, officers and employees. A copy of the code of ethics and business conduct is available to stockholders on the Investor Relations portion of the Bank’s website at (www.fsbbank.net).

REPORT OF THE AUDIT COMMITTEE

The Company’s management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, includingAuditing Standard No. 16, which include matters related to the quality, and not just the acceptability,conduct of the accounting principles, the reasonableness of significant judgments and the clarityaudit of the disclosures in theCompany’s consolidated financial statements.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm, required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence from the Company and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in its report, express an opinion on the conformity of the Company’s consolidated financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s consolidated financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s consolidated financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent registered public accounting firm is “independent.”

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board, of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 20112014 for filing with the Securities and Exchange Commission. The Audit Committee also has approved, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.

Audit Committee of the Board of Directors of

First Savings Financial Group, Inc.

Michael F. Ludden

DIRECTOR COMPENSATION

The following table provides the compensation received by individuals who served as directors, and who were not also named executive officers, of First Savings Financial Groupthe Company during the 2011 fiscal year.

Cash Retainer and Meeting Fees Forfor Non-Employee Directors.The following table sets forth the applicable retainers and fees currently paid to our non-employee directors for their service on the Boards of Directors of First Savings Financial Groupthe Company and First Savingsthe Bank for their service.

In addition to the fees set forth above, the Vice Chairperson receives additional annual retainers for attendance at meetings of the Board’s standing committees as a non-voting attendee. The Vice Chairperson receives annual retainers of $1,000 for attendance at meetings of the Audit Committee, $1,000 for attendance at meetings of the Compensation Committee and $150 for attendance at meetings of the Nominating/Corporate Governance Committee.

Directors’ Deferred Compensation Agreements.The Company and the Bank have entered intomaintain deferred compensation agreements with some of their non-employee directors. Under the agreements, each director may defer the receipt of meeting and other board and/or committee fees to a future date; generally until athe director’s normal retirement dateor termination of age 70.service. Under the agreements, the Company and the Bank credit the deferred compensation amounts quarterly with interest at an annual rate equal to the prime rate for the immediately preceding calendar quarter plus 2%, but in no event at a rate in excess of 8%. Subject to certain elections available to each director, deferred compensation amounts are distributable in a single lump sum or over a period of 180120 months, typically commencing at normal retirement, age or termination of service.  Benefits also become distributable in a single lump sumservice, disability or over a 180-month period following a director becoming disabled.  If a director dies before the commencement of benefit payments or before the completion of all benefit payments, the benefit or remaining benefit, as the case may be, are distributed to the director’s beneficiary in a single lump sum.

STOCK OWNERSHIP

The following table provides information as of December 31, 2014, about the shares of Company common stock that may be considered to be beneficially owned by each director or nominee for director, of the Company,by each continuing director, by the executive officers named in the Summary Compensation Table and by all directors nominees for director and executive officers of the Company as a group as of December 30, 2011.group. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown and none of the named individuals has pledged any of his or her shares.

ITEMS OF BUSINESS TO BE VOTED ON BY SHAREHOLDERS

Item 1 — Election of Directors

The threefour nominees who have been nominated for election at the annual meeting to serve for a three-year term or until their successors have been duly elected and qualified are: Pamela Bennett-Martin, Gerald Wayne Clapp, Jr., John E. Colin and Samuel E. Eckart. Effective November 1, 2014, Ms. Bennett-Martin, a member of the Bank’s Board of Directors, was elected to the Board to fill the vacancy created by the retirement of Charles E. Becht, Jr., Gerald Wayne Clapp, Jr. and Samuel E. Eckart.

Unless you indicate that your shares should not be voted for certain nominees,one or more nominee(s), the Board of Directors intends that the proxies solicited by it will be voted for the election of eachall of the Board’s nominees. If any nominee is unable to serve, the persons named in the proxy card would vote your shares to approve the election of any substitute proposed by the Board of Directors.Board. At this time, we know of no reason why any nominee might be unable to serve.

The Board of Directorsunanimously recommends that shareholders vote “FOR” the election of all“FOR ALL” of the nominees.

Information regarding the nominees for election at the annual meeting is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The age indicated for each individual is as of September 30, 2011.2014. For those directors who are not former directors of Community First Bank, the starting year of service as director includes service on the Board of Directors of First Savings Bank.

Board Nominees for Terms Ending in 2015

Pamela Bennett-Martinis ownerthe President and Presidentco-owner of Ward Forging Co.,Bennett & Bennett Insurance, Inc., an insurance agency. She is a steel fabrication company.former director of Community First Bank. Age 63.56. Director since 1995.

Gerald Wayne Clapp, Jr.is the retired former President of CLAPP Auto Group, an auto sales and service company. Age 62.65. Director since 1995.

Samuel E. Eckartis Executive Vice President of First Savings Financial Group and Area President of First Savings Bank. Before joining First Savings Bank, Mr. Eckart served as President and Chief Executive Officer and a director of Community First Bank. Age 61.64. Director since 2009.

Directors Continuing in Office

Cecile A. Blau serves as a Senior Judge for the State of Indiana. Ms. Blau served as a county judge in the State of Indiana until December 2008, when her term expired. Age 66.69. Director since 2008.

Ms. Blau’s experience as an attorney and judge within the region in which the Bank conducts its business, provides the Board with the legal knowledge necessary to assess issues facing a public company. In addition, Ms. Blaushe has a rich history of community service and currently holds various positions in a number of local charitable and civic organizations.

Douglas A. Yorkis President of Rodefer Moss & Co, PLLC, a public accounting firm. Age 49.52. Director since 2008.

Mr. York is an experienced certified public accountant whose financial background qualifies him as the Audit Committee’s financial expert. In addition, he possesses substantial company management experience as President of Roderfer Moss & Co., PLLC, a regional CPA firm.

Name and Principal Position		Year		Salary				Bonus				Stock Awards				Option Awards				All Other Compensation(1)				Total
Larry W. Myers		2014		$	232,146			$	70,988			$	—			$	—			$	64,745			$	367,879
President & Chief Executive Officer		2013			223,181				69,378				—				—				65,277				357,836
John P. Lawson, Jr.		2014		$	158,954			$	49,111				—				—			$	53,300			$	261,365
Chief Operating Officer		2013			154,512				48,424				—				—				54,297				257,233
Samuel E. Eckart		2014		$	188,754			$	58,703				—				—			$	55,682			$	303,139
Area President		2013			184,952				58,471				—				—				51,930				295,353

 

20

---

(1)

Details of the amounts reported in the “All Other Compensation” column for 2014 are provided in the table below. The table excludes perquisites, which did not exceed $10,000 in the aggregate for each named executive officer:

		Mr. Myers				Mr. Lawson				Mr. Eckart
Employer matching contributions to 401(k) Plan		$	13,191			$	10,403			$	12,373
Fair market value of allocations under the ESOP			32,091				25,158				27,560
Dividends paid on unvested restricted stock awards			3,253				2,603				651
Economic benefit of employer-paid premiums for split-dollar life insurance agreements and group term life insurance			3,308				2,975				4,763
Director fees			6,000				6,000				6,000

Employment Agreements.The Company and the Bank have entered into amended and restated employment agreements with Larry W.Messrs. Myers, John P. Lawson Jr. and Samuel E. Eckart (each an “executive” and, collectively, the “executives”). have each entered into employment agreements with the Company and the Bank. The employment agreements eachhave terms of three years and expire on October 7, 2017. The employment agreements provide for three-year terms, subject to annual renewal bythat the BoardsCompany and the Bank may extend the term of Directorsthe employment agreements, following a review of an executive’s performance, for an additional year beyondso that the then-current expiration date.remaining term of the agreements is again three years. The current base salaries under the employment agreements are $209,300, $147,300$236,300, $160,800 and $178,500$190,600 for Messrs. Myers, Lawson and Eckart, respectively. The agreements also provide for participation in employee benefit plans and programs we maintain for the benefit of employees and senior management personnel, including incentive compensation, health and welfare benefits, retirement benefits and certain fringe benefits, as described in the agreements. Following termination of employment, except in connection with a change in control, the executives must adhere to a one-year non-competition covenant and a two-year non-solicitation covenant. We also agree to pay all reasonable costs and legal fees of the executives in relation to the enforcement of the employment agreements, provided the executives succeed on the merits in a legal judgment, arbitration proceeding or settlement. The employment agreements also provide for indemnification of the executives to the fullest extent legally permissible. See“Potential Post-Termination Benefits” for a discussion of the benefits and payments the executives may receive upon termination of employment.

20

Nonqualified Deferred Compensation

Supplemental Executive Retirement Plan.The Bank sponsors a supplemental executive retirement plan which provides restorative payments to provide for supplemental retirementparticipants who are prohibited from receiving the full benefits with respectcontemplated under the ESOP due to the employee stock ownership plan.certain Internal Revenue Code limitations. In addition to providing for benefits lost under the tax-qualified plan as a result of limitations imposed by the Internal Revenue Code, the plan also provides supplemental benefits to the designated individuals upon a change of control before the complete scheduled repayment of the employee stock ownership plan loan. See“—Potential Post-Termination Benefits” for a discussion of the benefits and payments plan participants may receive upon a change in control. Messrs. Myers and Lawson participate in the plan. The Board of Directors may also designate other officers as participants in the future.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information as of September 30, 20112014, concerning unexercised options and unvested stock awards that have not vested for each named executive officer.

Name		Number of Securities Underlying Unexercised Options Exercisable				Number of Securities Underlying Unexercised Options Unexercisable (1)				Option Exercise Price				Option Expiration  Date		Number of Shares or Units of Stock That Have Not Vested (2)				Market Value of Shares or Units of Stock That Have Not Vested (3)
Larry W. Myers			19,502				7,626			$	13.25			5/18/2020			5,084			$	126,897
John P. Lawson, Jr.			23,727				5,931			$	13.25			5/18/2020			4,067			$	101,512
Samuel E. Eckart			23,727				5,931			$	13.25			5/18/2020			1,017			$	25,384

Name		Number of Securities Underlying  Unexercised Options Unexercisable				Number of Securities Underlying Unexercised Options Exercisable				Option Exercise Price			Option Expiration  Date		Number of Shares or Units of Stock That Have Not Vested (2)				Market Value of Shares or Units of Stock That Have Not Vested (3)
Larry W. Myers			30,502	(1)			7,626			$	13.25		5/18/2020			20,330			$	315,115
John P. Lawson, Jr.			23,726	(1)			5,932			$	13.25		5/18/2020			16,268			$	252,154
Samuel E. Eckart			23,726	(1)			5,933			$	13.25		5/18/2020			4,074			$	63,147

 

---

(1)

These stock options vest at the rate of 20% per year, commencingwhich commenced on May 18, 2011.

(2)

These restricted stock grants vest at the rate of 20% per year, commencingwhich commenced on May 18, 2011. The unvested shares represent those shares that will fully vest in 2015.

(3)

Based upon the Company’s closing stock price of $15.50$24.96 per share on September 30, 2011.2014.

21

---

Potential Post-Termination Benefits

Payments Made Upon Termination for Cause or Voluntary Termination Without Good Reason.If we terminate the employment of Messrs. Myers, Lawson or Eckart (collectively referred to in this section on Post-Termination Benefits as the “executives” and individually referred to as an “executive”) for cause, or if an executive terminates employment without good reason, under the terms of the employment agreements, the executive would receive his base salary through the date of his termination of employment and retain the rights to any vested benefits, subject to the terms of any applicable plan or agreement under which we provide those benefits. Upon termination of employment, each executive must adhere to a one-year non-competition covenant and a two-year non-solicitation covenant.  In addition, all vested benefits credited under the supplemental executive retirement plan will be distributed to the executives in a lump sum as soon as practicable following the termination of employment.

21

Payments Made Upon Voluntary Termination With Good Reason and Termination Without Cause..If we terminate an executive for reasons other than cause, or if either executive resigns after the occurrence of specified circumstances that constitute constructive termination (in other words, for “good reason”), the executive will continue to receive his base salary for the remaining unexpired term of the employment agreement.agreement, paid in a single lump sum within ten days of his termination. In addition, we will continue or cause to be continued the executive’s medical benefits until the earlier of: (1) his return to employment with the Company, the Bank or another employer; (2) his attainment of age 65; (3) his death; or (3)(4) the end of the remaining term of the employment agreement.  Upon termination of employment, each executive must adhere to a one-year non-competition covenant and a two-year non-solicitation covenant. In addition, all vested benefits credited under the supplemental executive retirement plan will be distributed to the executives in a lump sum as soon as practicable following the termination of employment.

Payments Made Upon Disability.Under the employment agreements, during any incapacity leading up to the termination of the executive’s employment due to disability, we will continue to pay the executive’s base salary, benefits (other than bonus) and perquisites until the executive becomes eligible for benefits under our disability plan. Upon termination of employment, each executive must adhere to a one-year non-competition covenant and a two-year non-solicitation covenant.  In addition, all vested benefits credited under the supplemental executive retirement plan will be distributed to the executivesexecutive in a lump sum as soon as practicable following the termination of employment.

Payments Made Upon Death..Under the employment agreements, following an executive’s death, we will pay the executive’s estate the compensation due to the executive through the end of the month in which his death occurs. In addition, all vested benefits credited under the supplemental executive retirement plan will be distributed to the executive’s estate in a lump sum as soon as practicable following the executive’s death.

Payments Made Upon a Change in Control.Under the employment agreements, if, in connection with or following a change in control (as described in the agreements), we, or our successor, terminate the executive without cause or if the executive terminates employment voluntarily under specified circumstances that constitute good reason, the executive will receive a lump sum payment equal to three timesthreetimes his average annual taxable compensation for the five taxable years preceding the change in control. In addition, we will continue or cause to be continued the executive’s medical benefits until the earlier of: (1) the date he becomes eligible for Medicare;returns to employment with the Company, the Bank or another employer; (2) his attainment of age 65; (3) his death; or (3)(4) the end of the remaining term of the employment agreement.  The executives are not subject to any non-competition or non-solicitation covenants following their termination of employment upon or in connection with a change in control.

22

---

Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times the individual’s “base amount” are deemed to be “excess parachute payments” if they are contingent upon a change in control.  These amounts are referred to as “excess parachute payments.”  Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and we would not be entitled to a federal income tax deduction for any amount above the base amount.  For purposes of Section 280G, an individual’s “base amount” generally equals his average annual taxable compensation for the five taxable years preceding the year in which the change in control occurs.  The agreements allow, but do not require, the executives to reduce their change in control payments to the extent necessary to ensure that they will not receive “excess parachute payments,” which otherwise would result in the imposition of an excise tax and loss of the tax deduction.

Upon a change of control before the complete scheduled repayment of the ESOP loan, the supplemental executive retirement plan provides the executives with a benefit equal to the benefit the individual would have received under the ESOP had he remained employed throughout the term of the ESOP loan less the benefits actually provided under the ESOP. An individual’s benefit under the supplemental executive retirement plan, including previously credited amounts, generally becomes payable upon the participant’s separation from service.

OTHER INFORMATION RELATING TO

DIRECTORS AND EXECUTIVE OFFICERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These individuals are required by regulation to furnish the Company with copies of all Section 16(a) reports they file.

22

Based solely on its review of the copies of the reports it has received and written representations provided to it from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in the Company’s common stock during the fiscal year ended September 30, 2011.

2014.

Transactions with Related Persons

Loans and Extensions of Credit.The Sarbanes-Oxley Act of 2002federal securities laws generally prohibits First Savings Financial Groupprohibit the Company from lending to its executive officers and directors. However, the Sarbanes-Oxley Act containsthere is a specific exemption from such prohibition for loans made by the Bank to its executive officers and directors in compliance with federal banking regulations. Federal banking regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. The Bank, therefore, is prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit the Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee. The Bank does not sponsor such a program.

23

---

According to the Company’s Audit Committee Charter, the Audit Committee periodically reviews, no less frequently than quarterly, a summary of the Company’s transactions with directors and executive officers of the Company and with firms that employ directors, as well as any other related person transactions, for the purpose of recommending to the disinterested members of the Board of Directors that the transactions are fair, reasonable and within Company policy and should be ratified and approved. Also, in accordance with banking regulations and Company policy, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of $25,000 or 5% of the Company’s capital and surplus (up to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors.Board. Additionally, pursuant to the Company’s Code of Ethics and Business Conduct, all executive officers and directors of the Company must disclose any existing or potential conflicts of interest to the President and Chief Executive Officer of the Company. Such potential conflicts of interest include, but are not limited to, the following: (1)(i) the Company conducting business with or competing against an organization in which a family member of an executive officer or director has an ownership or employment interest and (2)(ii) the ownership of more than 1% of the outstanding securities or 5% of total assets of any business entity that does business with or is in competition with the Company.

The aggregate outstanding balance of loans extended by the Bank to its executive officers, employees and directors and related parties was $6.4$6.3 million at September 30, 2011.2014. These loans were performing according to their original terms at September 30, 2011.2014. In addition, these loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectibility or present other unfavorable features when made.

Other Transactions.Since October 1, 2011,2014, there have been no transactions and there are no currently proposed transactions in which the Company or the Bank were or are to be a participant and the amount involved exceeds $120,000, and in which any of the Company’s executive officers and directors had or will have a direct or indirect material interest.

23

SUBMISSION OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS

The Company must receive proposals that shareholders seek to include in the proxy statement for the Company’s next annual meeting no later than September 11, 2012.14, 2015. If next year’s annual meeting is held on a date that is more than 30 calendar days from February 28, 2013,24, 2016, a shareholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation materials for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

The Company’s Bylaws provide that, in order for a shareholder to make nominations for the election of directors or proposals for business to be brought before the annual meeting, a shareholder must deliver notice of such nomination and/or proposals to the Company’s Secretary not less than 60 days nor more than 90 days before the date of the annual meeting. However, if less than 71 days’ notice or prior public disclosure of the annual meeting is given to shareholders, such notice must be delivered not later than the close of the tenth day following the day on which notice of the annual meeting was mailed to shareholders or public disclosure of the meeting date was made. A copy of the Bylaws may be obtained from the Company.

24

---

SHAREHOLDER COMMUNICATIONS

The Company encourages shareholder communications to the Board of Directors and/or individual directors. All communications from shareholders should be addressed to First Savings Financial Group, Inc., 501 East Lewis & Clark Parkway, Clarksville, Indiana 47129. Communications to the Board of Directors should be sent to the attention of John P. Lawson, Jr., Corporate Secretary. Communications to individual directors should be sent to such director at the Company’s address. Shareholders who wish to communicate with a committee of the Board of Directors should send their communications to the attention of the Chairman of the particular committee, with a copy to Cecile A. Blau, the ChairmanChairperson of the Nominating/Corporate Governance Committee. It is in the discretion of the Nominating/Corporate Governance Committee as to whether a communication sent to the full Board should be brought before the full Board.

MISCELLANEOUS

The Company will pay the cost of this proxy solicitation. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company. Additionally, directors, officers and other employees of the Company may solicit proxies personally or by telephone. None of these persons will receive additional compensation for these activities.

The Company’s Annual Report on Form 10-K has been included with this proxy statement. Any shareholder who has not received a copy of the Annual Report on Form 10-K may obtain a copy by writing to the Corporate Secretary of the Company. The Annual Report is not to be treated as part of the proxy solicitation material or as having been incorporated by reference into this proxy statement.

If you and others who share your address own your shares in “street name,” your broker or other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a shareholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your shares in “street name” and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder of record.

24

Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope, or by voting via the Internet or by telephone.

	By Order of the Board of Directors,
	John P. Lawson, Jr.
	Corporate Secretary

Clarksville, Indiana

January 12, 2015

25

 

 

Clarksville, Indiana

January 9, 2012

25

---

 

 

 

 

---

---

---

---

---

---

---

---