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SIFCO Industries, Inc.

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SIFCO Industries, Inc.

By order of the Board of Directors.

Megan L. Mehalko, Corporate Secretary

SIFCO Industries, Inc.

OUTSTANDING SHARES AND VOTING RIGHTS

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

~~of Beneficial Owner~~

Amount and Nature of Beneficial Ownership

(3) Based on a Schedule ~~13G/~~13D/A filed with the SEC on ~~February 12, 2012, Thomson Horstmann & Bryant, Inc., an investment advisor registered under section 203 of the Investment Advisors Act of 1940, held~~May 21, 2009, M. and S. Silk Revocable Trust, Mark J. Silk and Sarah C. Silk, Co-Trustees, share both voting and dispositive power over ~~287,145 and 357,137~~700,600 Common Shares ~~respectively,~~of the Company as of May 21, 2009. During fiscal 2011, Mr. Silk was awarded 1,780 restricted shares as a director of the Company.

PROPOSAL 1 - TO ELECT ~~SEVEN (7)~~EIGHT (8) DIRECTORS

Nominees for election to the Board of Directors

Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience, and any directorships held. The members of the Nominating and Governance Committee have recommended the persons listed below as nominees for the Board of Directors, all of whom presently are directors of the Company.

The Nominating and Governance Committee reviews and evaluates individuals for nomination, to stand for election as a director, who are recommended to the Nominating and Governance Committee in writing by any of our shareholders pursuant to the procedure outlined below in the section titled “Process for Selecting and Nominating Directors” on the same basis as candidates who are suggested by our current or past directors, executive officers, or other sources. In considering individuals for nomination to stand for election, the Nominating and Governance Committee will consider: (1) the current composition of directors and how they function as a group; (2) the skills, experiences or background, and the personalities, strengths, and weaknesses of current directors; (3) the value of contributions made by individual directors; (4) the need for a person with specific skills, experiences or background to be added to the Board; (5) any anticipated vacancies due to retirement or other reasons; and (6) other factors ~~which~~ may enter into the nomination decision. The Nominating and Governance Committee endeavors to select nominees that contribute requisite skills and professional experiences in order to advance the performance of the Board of Directors and establish a well rounded Board with diverse views that reflect the interests of our shareholders. The Nominating and Governance Committee considers diversity as one of a number of factors in identifying nominees for directors, however, there is no formal policy in this regard. The Nominating and Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity, such as race and gender.

When considering an individual candidate’s suitability for the Board, the Nominating and Governance Committee does not prescribe minimum qualifications or standards for directors, however, the Nominating and Governance Committee looks for directors who have personal characteristics, educational backgrounds and relevant experience that would be expected to help further the goals of both the Board and the Company. The Nominating and Governance Committee will review the extent of the candidate’s demonstrated success in his or her chosen business,

profession, or other career and the skills that the candidate would be expected to add to the Board. The Nominating and Governance Committee may, in certain cases, conduct interviews with the candidate and/or contact references, business associates, other members of boards on which the candidate serves or other appropriate persons to obtain additional information. The Nominating and Governance Committee will make its determinations on whether to nominate an individual candidate based on the Board’s then-current needs, the merits of that candidate and the

qualifications of other available candidates. The types of key attributes and/or experience that the Nominating and Governance Committee believes the composite board membership needs to possess to ensure the existence of a functionally effective board are: (i) proven leadership capabilities; (ii) familiarity with the organizational and operational requirements of medium and ~~large sized~~large-sized manufacturing organizations; (iii) strategic planning; (iv) experience in mergers and acquisitions and an understanding of financial markets; (v) experience in finance and accounting; (vi) familiarity with the aerospace, defense, energy and related industries and markets, (vii) experience with public company compensation matters and structure; and (viii) service on the boards of directors of other companies – both public and private. The Nominating and Governance Committee believes that each of the nominees possess certain of the key attributes that the Committee believes to be important for an effective board.

~~Jeffrey P. Gotschall~~, 65, director of the Company since 1986, Chairman of the Board since 2001. Mr. Gotschall previously served the Company as Chief Executive Officer from 1990 until his retirement in 2009 and served from 1989 to 2002 as President, from 1986 to 1990 as Chief Operating Officer, from 1986 through 1989 as Executive Vice President and from 1985 through 1989 as President of SIFCO Turbine Component Services. Mr. Gotschall’s long history with the Company, coupled with his management expertise, enables him to bring valuable perspective to the Board and its discussion of industry issues.

~~Michael S. Lipscomb~~, 67, President and Chief Executive Officer since 2009 and a director of the Company since 2010. Mr. Lipscomb also served as a director of the Company from 2002 to 2006. Mr. Lipscomb is currently the CEO of Aviation Component Solutions and the managing Director of GS Capital. Prior to joining the Company, Mr. Lipscomb was Chairman, President and CEO of Argo-Tech Corporation from 1994 to 2007, President from 1990 to 1994, Executive V.P. and Chief Operating Officer from 1988 to 1990, and Vice President of Operations from 1986, when Argo-Tech was formed, to 1988. Mr. Lipscomb joined TRW’s corporate staff in 1981 and was appointed Director of Operations for the Power Accessories Division in 1985. Mr. Lipscomb previously served as a director of Argo-Tech and AT Holdings Corporation from 1990 to 2007. He serves on the boards of Ruhlin Construction Company and Altra Holdings, Inc. He is a former board member of the Aerospace Industries Association and General Aviation Manufacturers Association. As a result of his prior executive positions and his public and private company board experience, Mr. Lipscomb brings his accomplished managerial, financial and industry background, as well as his solid understanding of strategy, operations, and sales to his role in management and on the Board of the Company.

John G. Chapman, Sr., CPA, ~~62,~~63, director of the Company since 2011. Mr. Chapman retired in 2011 from his position as Strategic Relationship Management Partner & Senior Contracting Partner with the firm of Deloitte LLP in Cleveland, Ohio. Prior to those responsibilities, Mr. Chapman served as an audit partner for Deloitte LLP, and its predecessor firm Touche Ross & Co. in Cleveland, Ohio starting in 1983. Mr. Chapman started in the Touche Ross & Co. Chicago, Illinois office in 1972. Mr. Chapman currently works as a contracting consultant to Deloitte LLP. Mr. Chapman serves on the board of trustees for Playhouse Square Foundation in Cleveland, Ohio. Mr. Chapman’s training and background with a large accounting firm provides him with an understanding of accounting, audit, financial and information technology issues making him a significant contributor to the Board.

Jeffrey P. Gotschall, 66, director of the Company since 1986, Chairman of the Board since 2001. Mr. Gotschall previously served the Company as Chief Executive Officer from 1990 until his retirement in 2009 and served from 1989 to 2002 as President, from 1986 to 1990 as Chief Operating Officer, from 1986 through 1989 as Executive Vice President and from 1985 through 1989 as President of SIFCO Turbine Component Services, a former operating subsidiary of the Company. Mr. Gotschall’s long history with the Company, coupled with his management expertise, enables him to bring valuable perspective to the Board and its discussion of industry issues.

Michael S. Lipscomb, 68, President and Chief Executive Officer since August 2009 and a director of the Company since April 2010. Mr. Lipscomb previously served as a director of the Company from 2002 to 2006. Mr. Lipscomb is currently also the Chief Executive Officer of Aviation Component Solutions, a supplier of FAA-approved, second source replacement parts for commercial aircraft and engine components. Prior to joining the Company, Mr. Lipscomb was Chairman, President and Chief Executive Officer of Argo-Tech Corporation, which was acquired by Eaton Corporation in 2006, and was a leading maker of high-performance aerospace engine fuel pumps and systems, airframe fuel pumps and systems, and ground fueling products for commercial and military aerospace markets, from 1994 to 2007, President from 1990 to 1994, Executive V.P. and Chief Operating Officer from 1988 to 1990, and Vice President of Operations from 1986, when Argo-Tech was formed, to 1988. In 1981, Mr. Lipscomb joined the corporate staff of TRW, a conglomerate manufacturer of industrial bearings in aerospace, automotive, energy and general industrial markets, currently a part of Northrop Grumman Corp., and was appointed Director of Operations for the Power Accessories Division of TRW in 1985. Mr. Lipscomb previously served as a director of Argo-Tech and AT Holdings Corporation from 1990 to 2007. He serves on the boards of Ruhlin Construction Company and Altra Holdings, Inc. He is a former board member of the Aerospace Industries Association and General Aviation Manufacturers Association, an organization that represents the U.S. aerospace and defense industry. As a result of his prior executive positions and his public and private company board experience, Mr. Lipscomb brings his accomplished managerial, financial and industry background, as well as his solid understanding of strategy, operations, and sales to his role in management and on the Board of the Company.

Donald C. Molten, Jr., ~~56,~~57, director of the Company since 2010. Mr. Molten is the Associate Headmaster at University ~~School.~~School, a K-12 boys college preparatory school. Prior to joining University School in 2004, Mr. Molten was a Managing Director and Partner of Linsalata

Capital Partners, a private equity firm that specializes in acquiring middle market companies. Mr. Molten is the former chairman and director of the Tranzonic Companies, Inc. Mr. Molten also continues to serve on the board for U-Line Corporation, Inc., First Choice Packaging, Transpac, and Wellborn Forest Company. Mr. Molten formerly served as director of America’s Body Company, CMS / Hartzell, Neff Motivation, Teleco and Degree Communications. Prior to joining Linsalata Capital Partners, Mr. Molten was a vice president of Key Equity Capital and its predecessor, Society Venture ~~Capital.~~Capital, entities that made equity investments on closely held businesses. His experience in equity and debt transactions and leveraged buyouts also includes seven years with The Northwestern Mutual Life Insurance Company. Mr. Molten provides significant experience in implementation of growth strategies, execution of strategic acquisitions and divestitures and meaningfully contributes to the Board’s discussion of strategic considerations.

Alayne L. Reitman, ~~49,~~50, director of the Company since 2002. Ms. Reitman currently serves as a Trustee of The Cleveland Museum of Natural History and is a member of the Audit Committee of Hawken School. Ms. Reitman serves on the board of Embedded Planet LLC, a high-tech start-up company, where she previously served from 1999 to 2001 as President. Ms. Reitman previously served from 1993 to 1998 as Vice President and Chief Financial Officer of the Tranzonic Companies, Inc.;, a manufacturer and distributor of a variety of cleaning, maintenance and personal protection products, and from 1991 to 1993 as Senior Financial Analyst for American Airlines. ~~Ms. Reitman received an MBA degree from the Wharton School of the University of Pennsylvania.~~ Ms. Reitman's leadership and her financial management experience permit her to be a significant resource to the Board.

Mark J. Silk, 48, director of the Company since 2014. Mr. Silk was previously involved with the Company as both a customer and former director. Mr. Silk is President and CEO of ThinKom Solutions, Inc., a designer and manufacturer of high performance antenna systems for the aeronautical and ground mobile satellite communications industry. Mr. Silk is also a partner in Blue Sea Capital, a middle-market private equity firm focused on investments in Aerospace and Defense, Healthcare and Industrial Growth. Mr. Silk is also the owner and Chairman of Arrow Engineering, Inc., which manufactures machined parts for the military and commercial aerospace industry. Mr. Silk was previously the President and CEO and a shareholder of Integrated Aerospace, Inc., a supplier of landing gear and external fuel tanks to the military and commercial aerospace industry and of Tri-Star Electronics International, Inc., a manufacturer of high reliability electrical contacts and specialty connectors for the military and commercial aerospace industry. Mr. Silk’s broad industry knowledge and diverse investment expertise provides the Board with an expanded view of opportunities to grow the existing business and factors for consideration regarding acquisition opportunities.

Hudson D. Smith, ~~62,~~63, director of the Company since 1988. Mr. Smith is currently the President of Forged Aerospace Sales, LLC. Mr. Smith previously served the Company as Executive Vice President from 2003 through 2005; as Treasurer from 1983 through 2005; as President of SIFCO Forge Group, the Company's Cleveland forging operation from 1998 through 2003; as Vice President and General Manager of SIFCO Forge Group, from 1995 through 1997; as General Manager of SIFCO Forge ~~Group’s Cleveland Operations~~Group from 1989 through 1995; and as General Sales Manager of SIFCO Forge Group from 1985 through 1989. Mr. Smith served as a board member of the Forging Industry Association from 2004 through 2008. Refer to “Director Compensation” below for a discussion of certain transactions between Mr. Smith and the Company. Mr. Smith’s historic and current involvement in the industry make him an invaluable contributor to considerations of industry trends and major customer matters.

Norman E. Wells, Jr., ~~65,~~66, director of the Company since 2013. Mr. Wells is currently a Partner and Operating Executive of SFW Capital Partners, LLC (“SFW”). In this capacity, he serves on the board of Spectro, Inc., an

SFW portfolio investment. Mr. Wells is also the Chairman of the Board of the Summa Health System, a not-for-profit health care provider. Mr. Wells previously served as Chairman and CEO of Sovereign Specialty Chemicals, Inc. from 2002 to 2005; as CEO of Easco Aluminum, Inc. from 1996 until 1999; and as CEO of CasTech Aluminum Group Inc. from 1991 to 1996. Mr. Wells also served on the boards of Dal-Tile International and Manchester Tank & Equipment Co. ~~Mr. Wells has Bachelor of Science degrees in Metallurgical Engineering and Industrial Engineering from the University of Washington and an MBA from Gonzaga University.~~ Mr. Wells’ experience in managerial positions and with boards of directors of other businesses provides valuable business acumen and strategic insight to the Board.

Each of the foregoing nominees was recommended by the Nominating and Governance Committee. There are, and during the past ten years there have been, no legal proceedings material to an evaluation of the ability of any director or executive officer of the Company to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors and executive officers except that Mr. ~~J. P.~~ Gotschall and Mr. ~~H. D.~~ Smith are cousins.

STOCK OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES

The following table sets forth, as of October 31, ~~2013,~~2014, the number of Common Shares of the Company beneficially owned by each director, nominee for director and named executive officer and all directors and executive officers as a group, according to information furnished to the Company by such persons:

Beneficial Ownership (1)

*Common Shares owned are less than one percent of class.


~~(6)~~	~~Mr. F. A. Cappello left the Company as of December 31, 2012.~~

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) requires the Company’s officers and directors, and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the U.S. Securities and Exchange Commission (“SEC”). Officers, directors and greater than ten percent (10%) shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company during, or with respect to, the fiscal year ended September 30, ~~2013,~~2014, the Company believes that no director, officer, beneficial owner of more than ten percent (10%) of its outstanding Common Shares or any other person subject to Section 16(a) of the Exchange Act failed to file on a timely basis during fiscal ~~2013~~2014 any reports required by 16(a) of the Exchange Act, except for the following individuals: Mr. Chapman (one untimely Form 4 for two ~~directors who each reported~~transactions), Mr. Gotschall (one untimely Form 4 for one ~~transaction subsequent to the filing date required~~transaction), Mr. Molten (one untimely Form 4 for one transaction), Ms. Reitman (one untimely Form 4.4 for one transaction), Mr. Smith (one untimely Form 4 for three transactions), Mr. Wells (one untimely Form 4 for one transaction), and Mr. Woidke (two untimely Form 4s for three transactions).

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Board of Directors - The Company's Board of Directors held ~~eight (8)~~seven (7) scheduled meetings during fiscal ~~2013.~~2014. The Board of Directors' standing committees are the Audit, Compensation, Nominating and Governance Committees. From time-to-time, the Board may determine that it is appropriate to form a special committee of its independent directors to address a particular matter(s) not specific to one of its standing committees. Directors are expected to attend Board meetings, the annual shareholders’ meeting, and meetings of the committees on which he or she serves. During fiscal ~~2013,~~2014, each director attended at least 75% of the total number of meetings of the Board and the committees on which he or she served. SIFCO’s independent directors meet in executive session at each regularly scheduled Board meeting. All of the directors attended the Company’s ~~2013~~2014 Annual Meeting of Shareholders.

Director Independence - The members of the Board of Directors' standing committees are all independent directors as defined in Section 803 of the NYSE MKT Company Guide. The Board has affirmatively determined that Mr. ~~D. C.~~ Molten, Jr., Ms. ~~A. L.~~ Reitman, Mr. ~~J. G.~~ Chapman, Sr., Mr. Wells, Jr. and Mr. ~~Norman E. Wells, Jr.~~Silk meet these standards of independence. There are no undisclosed transactions, relationships, or arrangements between the Company and any of such directors. The Board has affirmatively determined that Mr. ~~J. P.~~ Gotschall, a previous employee of the Company in the prior year, Mr. ~~M. S.~~ Lipscomb, a current employee of the Company, and Mr. ~~H. D. Smith~~Smith's relationship as described in the Director Compensation section included herein do not meet these standards of independence, are therefore not independent and, accordingly, are not members of any of the Board’s standing committees. Should the need arise, the Company is permitted under NYSE MKT rules to maintain a board comprised of one-half independent directors, rather than a majority of independent directors, due to its status as a “Smaller Reporting Company” under SEC regulations.

Board Committees

Audit Committee - The functions of the Audit Committee are to select, subject to shareholder ratification, the Company’s independent registered public accounting firm; to approve all non-audit related services performed by the Company’s independent registered public accounting firm; to determine the scope of the audit; to discuss any special problems that may arise during the course of the audit; and to review the audit and its findings for the purpose of reporting to the Board of Directors. Further, the Audit Committee receives a written statement delineating the relationship between the independent registered public accounting firm and the Company. None of the members of the Audit Committee participated in the preparation of the Company’s financial statements at any time during the past three (3) years. The members of the Audit Committee are all independent directors as defined in Section 803 of

the NYSE MKT Company Guide and SEC Rule 10A-3. Each member of the Audit Committee is financially literate and ~~A. L.~~Ms. Reitman is designated as the Audit Committee financial expert. None of the Audit Committee members serve on more than one (1) other public company audit committee. The Audit Committee, currently composed of ~~A. L.~~Ms. Reitman (Chairperson), ~~D. C.~~Mr. Molten, Jr., ~~N. E.~~Mr. Wells, Jr. and ~~J. G.~~Mr. Chapman, Sr., held four (4) meetings during fiscal ~~2013.~~2014. The Audit Committee operates under a written charter that is available on the Company’s website at ~~www.sifco.com~~.www.sifco.com.

Compensation Committee - The functions of the Compensation Committee are to review and make recommendations to the Board to ensure that our executive compensation and benefit programs are consistent with our compensation philosophy and corporate governance guidelines and, subject to the approval of the Board, to establish the executive compensation packages offered to directors and officers. Officers’ base salary, target annual incentive compensation awards and granting of long-term equity-based incentive compensation, and the number of shares that should be subject to each equity instrument so granted, are set at competitive levels with the opportunity to earn competitive pay for targeted performance as measured against a peer group of companies. The Compensation Committee is appointed by the Board, and consists entirely of directors who are independent directors as defined in Section 803 of the NYSE MKT Company Guide. Our Compensation Committee, currently composed of ~~N.E.~~Mr. Wells, Jr. (Chairperson), ~~A. L.~~Ms. Reitman, ~~D. C.~~Mr. Molten, Jr., and ~~J. G.~~Mr. Chapman, Sr., held ~~five (5)~~four (4) meetings during fiscal ~~2013~~2014 and conducted other committee discussions as a part of a regular board meeting, some of which discussions were conducted without the CEO present. The Compensation Committee operates under a written charter that is available on the Company’s website at ~~www.sifco.com~~.www.sifco.com.

Nominating and Governance Committee - The functions of the Nominating and Governance Committee are to recommend candidates for the Board of Directors and address issues relating to (i) senior management performance and succession and (ii) the composition and procedures of the Board. The Nominating and Governance Committee is currently composed of ~~J. G.~~Mr. Chapman, Sr. (Chairperson), ~~A. L.~~Ms. Reitman, ~~N. E.~~Mr. Wells, Jr., and ~~D. C.~~Mr. Molten, Jr. The members of the Nominating and Governance Committee are all independent directors as defined in Section 803 of the NYSE MKT Company Guide. The Nominating and Governance Committee held one (1) meeting during fiscal ~~2013.~~2014. Other functions of the Nominating and Governance Committee were fulfilled during sessions of the full Board of Directors. The Nominating and Governance Committee operates under a written charter that is available on the Company’s website at ~~www.sifco.com~~.www.sifco.com.

Board Role in Risk Oversight - The Board reviews the Company’s annual plan and strategic plan, which address, among other things, the risks and opportunities facing the Company. The Board also has overall responsibility for executive officer succession planning, and discusses and reviews succession planning ~~with the frequency it deems to be appropriate, based~~ on ~~prevailing circumstances.~~a regular basis. Certain areas of oversight may be delegated to the relevant committees of the Board and the committees report back on their deliberations. This oversight is enabled by reporting processes that are designed to provide visibility to the Board about the identification, assessment, monitoring and management of enterprise-wide risks. Management incorporates enterprise-wide risk assessment of the Company as part of itits annual planning process, including each of its business segments, and presents it to the Board for review as part of senior management’s annual planning document. The principal areas of this risk assessment include a review of strategic business, financial, operational, compliance and technology objectives and the potential risk for the Company. In addition, on an ongoing basis: (a) the Audit Committee maintains primary responsibility for oversight of risks and exposures pertaining to the accounting, auditing and financial reporting processes of the Company; (b) the Compensation Committee maintains primary responsibility for risks and exposures associated with oversight of the administration and implementation of our compensation policies; and (c) the Nominating and Governance Committee maintains primary responsibility for risks and exposures associated with corporate governance and succession planning.

Separation of Role of Chairman of the Board and CEO - The Board has appointed ~~Jeffrey P.~~Mr. Gotschall as Chairman of the Board of Directors, separating the role from the Chief Executive Officer. The Company has determined this structure to be most effective as the Chairman serves as a liaison between our directors and management and helps to maintain communication and discussion among the Board and management. The Chairman serves in a presiding capacity at meetings and has such other duties as are determined by the Board from time to time.

Process for Selecting and Nominating Directors - In its role as the nominating body for the Board, the Nominating and Governance Committee reviews the credentials of potential director candidates (including any potential candidates recommended by shareholders), conducts interviews and makes formal recommendations to the Board for the annual and any interim election of directors. The Nominating and Governance Committee will consider shareholder nominations for directors at any time. Any shareholder desiring to have a nominee considered by the Nominating and Governance Committee should submit such recommendation in writing to a member of the Nominating and Governance Committee or the Corporate Secretary of the Company, c/o SIFCO Industries, Inc., 970 East 64^th Street, Cleveland, OH 44103. The recommendation letter should include the shareholder’s own name, address and the number of shares owned and the candidate’s name, age, business address, residence address, and principal occupation, as well as the number of shares the candidate owns. The letter should provide all of the information that would need to be disclosed in the solicitation of proxies for the election of directors under federal securities laws. Finally, the shareholder should also submit the recommended candidate’s written consent to be elected and commitment to serve if elected. The Company may also require a candidate to furnish additional information regarding his or her eligibility and qualifications.

Compensation Committee Interlocks and Insider Participation - None of the directors who served on the Compensation Committee during fiscal ~~2013~~2014 was a current or former officer or an employee of the Company or had any relationship with the Company that would be required to be disclosed by the Company under applicable related party transaction requirements. During fiscal ~~2013,~~2014, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Company’s Board of Directors or Compensation Committee and, therefore, there were no interlocking relationships (as described in Item 407(e)(iii) of SEC Regulation S-K) between members of the Compensation Committee and the Company. Mr. ~~D. C.~~ Molten, Jr., Ms. ~~A. L.~~ Reitman, Mr. ~~N. E.~~ Wells, Jr. and Mr. ~~J. G.~~ Chapman, Sr. served as the members of the Compensation Committee during fiscal ~~2013.~~2014.

Communications with the Board of Directors – Shareholders may communicate their concerns directly to the entire Board of Directors or specifically to non-management directors of the Board. Such communication can be confidential or anonymous, if so designated, and may be submitted in writing to the following address: Board of Directors, SIFCO Industries, Inc., c/o Ms. Megan L. Mehalko, Corporate Secretary, 970 E. 64^th Street, Cleveland, Ohio ~~44103.~~44103, who will forward the communication to the specified director(s) as necessary.

Code of Ethics – The Company’s Code of Ethics applies to all of its Directors and its employees, including its Chief Executive Officer and its Chief Financial Officer. The Code of Ethics and all committee charters are posted in the Investor Relations portion of the Company website at www.sifco.com.

Certain Relationships and Related Transactions - There were no transactions between the Company and its officers, directors or any person related to its officers or directors, or with any holder of more than 5% of the Company’s Common Shares, either during fiscal ~~2013~~2014 or up to the date of this proxy statement, except for the following relationships:

Mr. ~~H. D.~~ Smith maintains a sales representative agreement that is in place with the Company and that is discussed below under the heading “Director Compensation.”

Mr. M. S. Lipscomb is Managing Director of GS Capital, which owns Aviation Component Solutions. Aviation Component Solutions provided general management consulting services to one of SIFCO’s wholly-owned subsidiaries during fiscal 2013.

The Company reviews all transactions between the Company and any of its officers and directors. The Company’s Code of Ethics, which applies to all employees, emphasizes the importance of avoiding situations or transactions in which personal interests may interfere with the best interests of the Company or its shareholders. In addition, the Company’s general corporate governance practice includes board-level discussion and assessment of procedures for discussing and assessing relationships, including business, financial, familial and nonprofit, among the Company and its officers and directors, to the extent that they may arise. The Board reviews any transaction with an officer or director to determine, on a case-by-case basis, whether a conflict of interest exists. The Board ensures that all directors voting on such a matter have no interest in the matter and discusses the transaction with counsel as the Board deems necessary. The Board will generally delegate the task of discussing, reviewing and approving transactions between the Company and any of its related persons to the Audit Committee.

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")

Executive Summary:

The Compensation Committee manages our executive pay program. The role of the Compensation Committee is to approve the Company’s compensation philosophy, oversee our executive pay plans and policies, administer our stock plans, engage outside consultants, as appropriate, and annually review and make recommendations to the Board for all pay decisions relating to our executives, including the Named Executive Officers (“NEOs”):

~~Jeffrey P. Gotschall, Executive Chairman (through April 6, 2013, at which time he retired from the Company and assumed the role of non-Executive Chairman of the Board)~~

Michael S. Lipscomb, Chief Executive Officer

James P. Woidke, Executive Vice President and Chief Operating Officer

Catherine M. Kramer, Chief Financial Officer and Vice President, Finance ~~(effective January 1, 2013)~~

~~Frank A. Cappello, Chief Financial Officer and Vice President, Finance (through December 31, 2012)~~

~~Messrs. Lipscomb and Woidke and Ms. Kramer are our only NEOs. Messrs. Gotschall and Cappello were also NEOs during part of fiscal 2013.~~

~~Shareholders should take into account the following as they evaluate the effectiveness of our~~Our executive pay program for fiscal ~~2013:~~2014 should be considered with these points in mind:

~~The Company has~~

We have a strong balance sheet and financial liquidity to pursue strategic goals to enhance shareholder value as reflected in the its most recent Annual Report on Form 10-K.

~~The Company targets total direct compensation at the median of the competitive market. An analysis of the~~We target total direct compensation (defined as base salary, target annual incentive opportunity and long-term incentives) ~~in fiscal 2013 indicated that total direct compensation is below~~at the median of the competitive market, ~~primarily driven by below-market cash compensation.~~and places relatively more emphasis on long-term equity incentives that are aligned with shareholder value.

We continue to use predominately performance shares in our long-term incentive program, directly tying a significant portion of our NEOs' total compensation to long-term financial results that benefit shareholders.

We ~~have~~use several pay practices and policies that are in the best interests of our shareholders, including not providing perquisites, limited executive retirement benefits, and stock ownership guidelines.

We do not ~~have~~use employment contracts for our NEOs and instead use severance agreements or change in control agreements to provide greater flexibility in managing executive severance benefits.

The remainder of this report provides background for these conclusions and examines our pay philosophy and objectives, the process used to set pay for fiscal ~~2013,~~2014, the elements of pay awarded and other policies affecting our executive pay program.

Pay Philosophy and Practices

Our philosophy for compensation policies and practices for all of our employees uses a balance of salary, annual cash incentives and, in some cases, equity-based compensation that supports the enhancement of revenue, earnings and cash performance of the Company for our shareholders without creating undue risk. Under our long term incentive program adopted in 2007 (the “LTIP”), we use a blend of performance-based awards and service-based awards with a greater emphasis on performance-based awards to further align the interests of our employees with those of our shareholders.

Our success depends largely on the contributions of motivated, focused and energized executives all working to achieve our strategic objectives. The Compensation Committee and senior management, with assistance from our independent compensation advisor, develop competitive pay programs for our executives and we follow the basic tenets set forth below:

What We Do:

Pay for Performance

Reasonable Post-Employment/Change in Control Provisions

Double Trigger Change in Control Agreements

Share Ownership Guidelines

Share Retention Requirements post-vesting, regardless of ownership level

Use an Independent Compensation Advisor

What We Don’t Do:

Enter into Employment Contracts

Offer Tax Gross-Ups

Issue Stock Options

Provide Executive Perquisites

Process Used to Set Pay for Fiscal ~~2013~~2014

Our executive pay program for fiscal ~~2013~~2014 was created with input from:

Compensation Committee;

Senior ~~management;~~Management;

Independent ~~compensation advisors;~~Compensation Advisor; and

Outside ~~advisors,~~Advisors, including legal counsel.

Role of Compensation Committee:

Four independent directors comprise our Compensation Committee, which is responsible for establishing and administering our compensation policies, programs and procedures. In performing its duties, the Compensation Committee may request information from senior management regarding the Company’s performance, pay and programs to assist it in its actions. Moreover, the Compensation Committee has the authority to retain outside advisors as needed to assist it in reviewing the Company’s programs, revising them and providing analysis regarding competitive pay information.

The Compensation Committee annually reviews and establishes the goals used for our incentive plans. In addition, it annually assesses the performance of the Company and the Chief Executive Officer. Based on this evaluation, the Compensation Committee then recommends the Chief Executive Officer’s compensation for the next year to the Board for its consideration and approval. In addition, the Compensation Committee reviews the Chief Executive Officer’s compensation recommendations for the Chief Operating Officer and Chief Financial Officer, providing appropriate input and approving final awards. Finally, the Compensation Committee provides guidance and final approval to the Chief Executive Officer with regard to the determination of the compensation of other key executives.

Role of Senior Management:

The Company’s management serves in an advisory or support capacity as the Compensation Committee carries out its charter. Typically, the Company’s Chief Executive Officer participates in meetings of the Compensation Committee. The Company’s other NEOs and senior management may participate as necessary or at the Compensation Committee’s request. The NEOs and senior management normally provide the Compensation Committee with information regarding the Company’s performance, as well as information regarding executives who participate in the Company’s various plans. Such data is usually focused on the executives’ historical pay and benefit levels, plan costs, context for how programs have changed over time and input regarding particular management issues that need to be addressed. In addition, management normally furnishes similar information to the Compensation Committee’s independent compensation ~~advisors.~~advisor.

Management provides input regarding the recommendations made by outside advisors or the Compensation Committee. Management implements, communicates and administers the programs approved by the Compensation Committee.

The Chief Executive Officer annually evaluates the performance of the Company and its other NEOs. Based on his evaluation, he provides the Compensation Committee with his recommendations regarding the pay for the Chief Operating Officer and Chief Financial Officer for its consideration, input and approval. The Compensation Committee, in turn, authorizes the Chief Executive Officer to establish the pay for the Company’s other executives based on terms consistent with those used to establish the pay of the NEOs. Members of management present at meetings when pay is discussed are recused from such discussions when the Compensation Committee focuses on their individual pay.

Role of Independent Compensation ~~Advisors:~~Advisor:

The ~~initial~~ fiscal ~~2013~~2014 pay program utilized compensation data from ~~the 2012 National Executive Compensation Survey published~~a market pay study conducted by Pay Governance (“Pay Governance”). This study was commissioned by the ~~Management Association~~Compensation Committee in fiscal 2013 in order to achieve a comprehensive, independent review of Illinois in cooperation with 18 other Employer Associations of America (EAA) members. Survey information for manufacturing companies from a variety of industries with comparable revenues as well as slightly higher revenues was utilized to establish target base salarythe Company’s executive compensation program.

Changes to our target and ~~annual cash incentives. Target long-term equity incentives were established based on benchmarking data provided by Findley Davies, Inc. at~~actual pay elements and to the time the 2007 Long Term Incentive Compensation Plan was established. Due to limitations in the data provided in the National Executive Compensation Survey (specifically, the lack of data for publicly-traded companies and lack of data regarding annual cash and equity incentive plan designs), the Compensation Committee felt it was important to conduct a comprehensive independent reviewstructure of our ~~executive compensation program and engaged Pay Governance, LLC (“Pay Governance”)~~pay programs were identified as a result of the study, as thoroughly discussed in ~~March 2013~~our prior year CD&A. The Company elected to ~~assist it.~~

~~The Compensation Committee has the authority to retain Pay Governance or to engage other independent advisors and compensation consultants to assist~~implement these changes over a multi-year period, which began in carrying out its responsibilities. Pay Governance’s lead consultant reported directly to the Compensation Committee Chairman, who approved his work, and interacted with management as needed to complete the work requested by the Compensation Committee. Pay Governance did not provide other services to the Company during fiscal 2013 and ~~received no compensation other than with respect to the services provided to the Compensation Committee.~~ will continue into fiscal 2015.

The Pay Governance study provided compensation information ~~regarding how other~~from a peer group of companies in technology-oriented metals manufacturing companies compensate their senior executives. Companies selected for this analysis were proposed by Pay Governance, reviewed by management and the Compensation Committee, and ultimately approved by the Compensation Committee. Companies included in the analysis were located across the country and hadwhose median revenues ~~of approximately $104 million~~ and ~~median~~ assets ~~of $124 million, indicative of our competitive market for executive talent and~~are comparable to ours, as well as data from compensation surveys that included hundreds of companies in a broader range of industries with revenues that are comparable to ours. We continued to reference this data when making our fiscal ~~2012 revenues of $103 million~~2014 and ~~assets of $107 million.~~fiscal 2015 pay decisions. The peer group used included the following companies:



Air Industries Group, Inc.	Dynamic Materials Corp
Allied Motion Technologies, Inc.	EDAC Technologies Corp.
American Superconductor Corp.	Graham Corp.
Breeze-Eastern Corporation	Natural Gas Services Group, Inc.
Broadway Energy, Inc.	Power Solutions International, Inc.
Butler National Co.	Sun Hydraulics Corp
Capstone Turbine Corp.	Synalloy Corp.
CPI Aerostructures, Inc.	Universal Stainless & Alloy Products

In ~~addition,~~fiscal 2014, the Company utilized Pay Governance ~~provided~~to provide reports about our industry peer group in order to be able to determine our relative EBITDA margin performance under the Compensation Committee with data from compensation surveys that included hundreds of companies in a broader range of industries with revenues that are comparable to ours to support the information developed for the peer companies.

Based on this information, Pay Governance offered its recommendations for the NEOs’ pay program and presented its recommendations in meetings with the Compensation Committee. Subsequent to this initial market study, Pay Governance completed additional analysis of the Company’s long term equitylong-term incentive plan and made recommendations for changes to the structure of this plan. Pay Governance also reviewed the Company’s fiscal 2013 proxy statement. The work of Pay Governance has not created any conflicts of interest.awards.

We believe our practices are consistent with the practices for other companies of our size, reflect best practices regarding the governance of executive pay programs and reflect the executive pay program’s objectives of delivering competitive and appropriate pay aligned with our shareholders’ interests.

Elements of Pay for Fiscal ~~2013~~2014

The basic elements of our compensation package include:

Base salary;

Annual incentive opportunities;

Long-term equity incentives in the form of performance shares; and

Retirement and other benefits generally available to all other Company employees.

Our pay philosophy shifted during fiscal 2013 as our visibility of market practices improved based on the study conducted by Pay Governance. At the beginning of the year, due to limitations in available data, we targeted slightly higher than market median total direct compensation by using a mixed industry survey peer group for benchmarking purposes. The survey peer group consisted of a variety of manufacturing companies, including both durable goods and non-durable goods manufacturing, with comparable revenues as well as those with larger revenues. We believed including companies with larger revenues better reflected our publicly-traded status, the complexity of our businesses and our growth goals. The Pay Governance analysis showed that our practices actually resulted in less than market median total direct compensation when considering the peer group identified with the help of Pay Governance, which consists of publicly-traded companies of comparable size and complexity. We established a new philosophy of targetingtargets total direct compensation at the market median, recognizing the importance of identifying an appropriate peer group. We believe targeting median pay levels is appropriate as it is sufficient to attract and retain key executives, but does not position our compensation costs out of line with other companies of similar size. Pay can vary from target levels to the degree that an executive’s individual experience and performance varies, and to the degree the Company’s performance or stock price increases or decreases, affecting the value our executives realize from SIFCO’s annual incentive and long-term incentive awards.

The Pay Governance study determined that, relative to peer group and market practices, our fiscal 2013 pay mix was generally weighted more heavily towards long-term equity incentives and less heavily toward cash compensation. In addition, both base pay and annual cash incentives were found generally to be below market medians. As a result, total direct compensation was below market medians. To address this, the Compensation Committee approved special base pay adjustments effective in July 2013 and changes to the 2014 pay mix for Mr. Woidke and Ms. Kramer, both of which are discussed further below.

We do not have a prescribed or target pay mix for our NEOs. However, a significant portion of our NEOs' total compensation is performance-based. The following table shows the percentage of each NEO’s total target direct compensation that was attributable to base salary, target annual cash incentives, and long-term equity incentives in fiscal ~~2013.~~2014. Because annual cash incentives and long-term equity incentives are tied to meeting specific, ~~pre-defined~~pre-

defined performance goals, these pay components are considered to be performance-based. All NEOs had at least ~~45%~~49% of their target total compensation allocated to performance-based ~~pay (Messrs. Gotschall and Cappello are excluded because they were not NEOs for the entire fiscal year):~~pay:


Component of Pay	Mr. Michael S. Lipscomb	Mr. James P. Woidke	Ms. Catherine M. Kramer	Mr. Michael S. Lipscomb	Mr. James P. Woidke	Ms. Catherine M. Kramer
Base Salary ~~(1)~~	55%	47%	50%	31%	51%	49%
Target Annual Incentives	N/A	24%	20%	19%	23%	27%
Long-Term Incentives	45%	29%	30%	50%	26%	24%

Base salaries are the guaranteed part of our executives’ pay. We pay base salaries to recognize the skills, competencies, experience, and individual performance an executive brings to his or her role. As a result, changes in base salary result primarily from changes in the executive’s responsibilities, an assessment of their annual

performance, our financial ability to pay base salaries and provide increases to them, and our analysis of market pay trends.

Salaries for our executives are based on the scope of their responsibilities and their relevant background, training and experience. Data on compensation practices of companies similar to ours is also considered in setting base salaries. The Compensation Committee targets base salaries at approximately the 50^th percentile, but also considers an individual’s experience, performance, and external market conditions. Under the terms of Mr. Woidke’s severance agreement, his compensation may not be materially decreased.

Based on company performance, senior management’s recommendations, and the existing survey data, the Compensation Committee approved a base salary increase of 6%5% for Mr. Woidke and 5%10% for Ms. Kramer at the beginning of fiscal ~~2013. Upon Ms. Kramer’s promotion to Chief Financial Officer ("CFO"), an additional 12% promotional base salary increase was approved.~~

After reviewing the peer group data provided by Pay Governance as discussed above, the Compensation Committee approved additional base salary increases of 5% and 10%, respectively, for Mr. Woidke and Ms. Kramer.2014. These increases resulted in Mr. Woidke’s base salary ~~increasing to~~remaining just below the market 50^th percentile for his position, and in Ms. Kramer’s base salary increasing to ~~74%~~82% of the market 50^th percentile for her position. Ms. Kramer’s salary position relative to market median reflects her short tenure in the ~~CFO~~Chief Financial Officer position.

Prior to October 1, 2013, Mr. Lipscomb was retained by the Company on a contract/consulting basis ~~throughout fiscal 2013,~~ at a rate of $2,500 per day. Effective October 1, 2013, Mr. Lipscomb became a full-time, at-will employee of the Company. His base salary was established ~~well below~~at 84% of the market median in order to provide more aggressive performance-based compensation opportunities, as discussed ~~below under~~ ~~Pay Decisions for Fiscal 2014.~~below.

Annual Cash Incentives:

In keeping with our policy of rewarding our executive officers for performance, executives, including our NEOs, were eligible to earn annual cash incentives under our annual incentive plan. Incentives under the plan increase each executive’s focus on specific short-term corporate operational goals. As a result, it balances the objectives of our other pay programs, which concentrate on individual performance (base salaries), and long-term financial results and stock price growth (long-term equity incentives). Finally, annual cash incentives allow us to manage fixed compensation costs, while still providing executives with competitive cash compensation consisting of salaries and incentives.

Each year, the Compensation Committee approves a target annual incentive opportunity for each NEO. WeGenerally, we intend for our target incentives to be at median levels to provide competitive rewards to executives for achieving annual operating results. For fiscal ~~2013,~~2014, our target incentives were ~~50%~~60% of salary for ~~Messrs.~~Mr. Lipscomb, 55% of salary for Mr. Woidke, and ~~Cappello, and 25%~~45% of salary for Ms. ~~Kramer, prior to her becoming an NEO. Ms. Kramer’s~~Kramer. In Mr. Lipscomb's case, the target cash incentive was ~~subsequently increased to 40% when she assumed the CFO role and then to 45% to more closely align with~~set slightly below the market median of 65% in order to provide more aggressive long-term incentive

opportunities, as a result of the Pay Governance study. Mr. Lipscomb and Mr. Gotschall did not participate in the annual cash incentive plan for fiscal 2013. Mr. Gotschall receives only a base salary for his role as Chairman of the Board, and Mr. Lipscomb receives a per diem payment for his consulting role with the Company.discussed below. Actual incentives can range from 0% to 150% of target depending on actual performance, practices that are consistent with the range of annual incentive opportunities of peers and those of other companies our size. In this manner, we can reward our executives with higher levels of cash compensation for results that substantially exceed target results. Conversely, we pay relatively lower levels of cash compensation for results that fail to meet threshold levels of performance.

⁽¹⁾ Incentive awards for results in between performance objectives are interpolated

⁽²⁾Adjusted to exclude ~~businesses that were acquired, divested or~~ discontinued ~~during fiscal 2013.~~operations

Long-Term Incentives:

In November ~~2013,~~2014, the Committee approved a grant of ~~8,400~~3,850 shares, 4,200 shares and 400 shares of restricted stock to Mr. Lipscomb, Mr. Woidke and Ms. Kramer, respectively, to recognize ~~his~~the significant contributions made by each of them in re-shaping the Company. In making this award, the Committee ~~considered Mr. Woidke’s leadership~~noted the diversification of the ~~integration of three~~Company's end markets achieved both organically and through strategic acquisitions and the ~~divestiture or closure~~success of ~~non-core businesses, which together have expanded our markets and customer reach, focused our strategy and established a platform for profitable~~important infrastructure investments to support future growth.

Retirement and Other Benefits:

We also maintain qualified ~~and nonqualified~~ retirement programs to provide our executives and other employees basic life and income security needs and recognize individual contributions during their career with SIFCO.

The NEOs participate in our qualified retirement plan (a tax-qualified 401(k) Plan, pursuant to which all participants are eligible to receive matching contributions from the Company) on the same terms as all of our other employees.

Mr. Gotschall is the only NEO who participated in our Supplemental Executive Retirement Plan (“SERP”). The SERP was adopted to replace retirement benefits lost because of regulatory limits associated with qualified plans, and provide retirement benefits for our NEOs comparable to that of other employees who are not constrained by regulatory limits. The SERP does not provide enhanced benefits beyond what other employees receive under the Company’s qualified defined benefit plan. The Company’s qualified defined benefit plan was frozen in March 2003, and therefore, benefit accruals under the SERP also ceased as of that date. At the time of his retirement in April 2013, Mr. Gotschall’ s earned benefits under the qualified defined benefit plan and under the SERP resulted in a monthly benefit of $5,865 and $3,815, respectively, which he began receiving in May 2013.

NEOs also participate in broad-based benefit plans that are available to all employees, including health insurance and life and disability insurance. Executives’ benefits are not tied to individual or Company performance, which is the same approach used for other employees. Moreover, changes to executives’ benefits reflect the changes to the benefits of other employees.

Executive Perquisites:

We do not and have not historically provided any executive perquisites. We believe this practice supports the pay-for-performance tenet of our compensation philosophy and supports our open, interactive culture by aligning executives with other employees.

Other Policies and Practices

Timing of Equity Grants and Grant Price: Performance share grants are generally awarded during the first Compensation Committee meeting of the fiscal year, normally in early or mid-November. This meeting date is normally set a year in advance, limiting our ability to time the market for equity awards. The value of any such

grants is determined by the 90-day average closing price of our stock on the NYSE MKT as of the last day of the fiscal year (September 30). In addition, from time-to-time during the year, the Compensation Committee may make grants to a new employee or, in rare circumstances, to a current employee. In such cases, the value of the grants is also determined by the 90-day average closing price of our stock on the NYSE MKT as of the last day of the fiscal year.

Stock Ownership Guidelines: A key objective of our long-term incentive awards is to encourage and build stock ownership. As a result, we adopted stock ownership guidelines that are common at other companies. These guidelines were adopted in January 2008 and require our NEOs to own shares that are equal to two times their base salary. Until the ownership guideline is achieved, NEOs are required to retain 100% of the net shares (after settling tax obligations) delivered through the LTIP. In addition, NEOs are required to retain all net shares delivered through the LTIP for a minimum of one year following receipt of the shares, regardless of whether the ownership guideline has been achieved. In determining stock ownership, we count all shares reported on SEC Form 4 as “beneficially owned”, including shares owned jointly with a spouse or separately by a spouse and/or children that share the NEO’s household.

Accounting and Tax Considerations: In designing our compensation programs, we take into consideration the accounting and tax effect, including the impact of Section 162(m) of the Internal Revenue Code, that the components will have or may have on our executive officers and the Company. Our Long-Term Incentive Plan meets the definition of “performance based compensation” under Section 162(m).

Pay Decisions for Fiscal ~~2014~~2015

compensation that is consistent with the market ~~median.~~

20incentives plus long-term equity incentives).

The proxy peer group used for fiscal ~~2014~~2015 compensation decisions is the same peer group used for the fiscal ~~2013~~2014 compensation decisions, as well as the compensation study conducted in fiscal 2013, and included the following companies:

Compensation Committee Interlocks and Insider Participation

During fiscal ~~2013,~~2014, the following directors were members of the Compensation Committee: John G. Chapman, Sr., Donald C. Molten, Jr., Alayne L. Reitman, and Norman E. Wells, Jr. None of the Compensation Committee’s members have at any time been an officer or employee of the Company. None of our NEOs serve or in the past fiscal year has served as a member of the board of directors or compensation committee of any entity that has one or more NEOs serving on the Company’s Board or Compensation Committee.

Compensation Committee Report on Executive Compensation.

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.



Compensation Committee
Norman E. Wells, Jr., Chairperson
John G. Chapman, Sr.
Donald C. Molten, Jr.
~~John G. Chapman, Sr.~~
Alayne L. Reitman

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal ~~2013~~2014

Amounts shown do not reflect compensation actually received by the executive officer. The awards for which amounts are shown in this column include the stock awards described in the aforementioned “Long-Term Incentives”. The above amounts represent the grant date fair values of the stock awards granted in fiscal 2014, 2013 ~~2012~~ and ~~2011,~~2012, as measured in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, Compensation – Stock Compensation. Such fair value is based on the target number of restricted and performance-based stock awards granted in each of the three fiscal years noted multiplied by the closing market price of the Company’s Common Shares on the NYSE MKT Exchange on the date of grant. As explained under "Long Term Incentives" in the Compensation Discussion and Analysis, the long-term incentive awards originally granted in fiscal 2013 were canceled and replaced with a new grant in fiscal 2014.

Reflects the value of annual incentive compensation earnings for named executive officers. ~~Reference “Compensation Discussion~~For fiscal 2014, actual EBITDA results were slightly below target and ~~Analysis”~~ ~~for~~actual working capital was within the target range, resulting in a ~~detailed discussion~~payout percentage of 97% of target. These awards follow the ~~material terms of the Company’s non-equity~~annual incentive ~~compensation plan.~~

~~Mr. M. S. Lipscomb was retained on a contract/consultancy basis with aggregate compensation being set at a rateof $2,500 per day. All other compensation consists of consultancy payments made by the Company.~~

Grants of Plan-Based Awards

~~See “Compensation Discussion and Analysis” for a detailed discussion of~~Represents restricted stock awards granted under the ~~material terms of the Company’s equity and non-equity incentive compensation plans.~~

Exchange on the date of grant, which was $26.50. For the February 2014 equity grants, fair value is based on the target number of performance-based stock awards granted multiplied by the closing market price of the Company's Common Shares on the NYSE MKT Exchange on the date of the grant, which was $26.50.

Outstanding Equity Awards

Defined Benefit Pension Plan

Supplemental Executive Retirement Plan

Number of Years Credited Service (#) (1)

Payments During Last Fiscal Year ($)

Jeffrey P. Gotschall

SIFCO Industries, Inc. Salaried Retirement Plan and Supplemental Executive Retirement Plan

SIFCO Industries, Inc. Salaried Retirement Plan

•In the case of Mr. Woidke, if Mr. Woidke is terminated other than for cause or if he terminates for good reason, including a change of control, the Change in Control and Severance Agreement provides for a lump sum severance payment equal to 150% of his annual compensation in effect at the time of termination, including base salary plus annual cash incentive, continuation of health and welfare insurance coverage for

up to 24 months following termination, and accelerated vesting of existing equity incentive awards granted determined on a pro rata ~~basis.~~basis for awards granted prior to fiscal 2014. The terms of the equity incentive award granted in fiscal 2014 provide for accelerated full vesting upon a termination within 12 months following a change in control. For purposes of determining annual compensation relative to severance payments, the annual cash incentive portion of ~~Mr.Woidke’s~~Mr. Woidke’s annual compensation is determined by calculating an average of the annual cash incentive amounts awarded to him during the three (3) fiscal years prior to termination.

•In the case of Ms. Kramer, if, within the two year period following a change of control, Ms. Kramer is terminated other than for cause or if she terminates for good reason, the Change in Control Agreement provides for a lump sum severance payment equal to 150% of her annual base salary in effect at the time of termination and continuation of health and welfare insurance coverage for up to 24 months following termination.

As The terms of the ~~beginning of the~~equity incentive award granted in fiscal ~~year, the Company had entered into~~2014 provide for accelerated full vesting upon a ~~Change in Control Severance Agreement with Mr. Cappello, which provided severance benefits in the event of his involuntary~~ termination ~~resulting from~~within 12 months following a change in control. In addition, the Company had entered into a Separation Pay Agreement with Mr. Cappello, which provided severance benefits in the event of his involuntary termination with or without a change in control. Both of these agreements were superseded by a Separation Agreement executed December 31, 2012, at which time Mr. Cappello left the Company. The Separation Agreement provided severance pay equal to one and one-half (1.5) times Mr. Cappello's base salary ($274,400); one and one-half (1.5) times his average annual incentive compensation during the prior three year period ($91,450); payment for one week's accrued but unused vacation ($3,500); payment for twenty-four (24) months of medical and dental insurance premiums ($34,400); a future payment equal to one times his base salary ($182,900), to be paid in January 2014; and a future grant of 9,818 shares of Company stock, to be granted in January 2014. The Separation Agreement was entered into because of the Company's desire to provide for a smooth transition of Mr. Cappello's responsibilities and, although no issues were known at the time, to resolve any and all potential issues regarding his employment with and separation from the Company.

There are no agreements in place with respect to payments to be made to Mr. ~~M. S.~~ Lipscomb in the event of his termination. The terms of the equity incentive award granted in fiscal 2014 provide for full vesting upon a termination within 12 months following a change in control.

Potential Payments Upon Termination of Employment

Involuntary Not For Cause Termination –

Accelerated Vested Performance Stock awards (1)

Health & Welfare Insurance

$~~548,600~~
300,000

$~~150,900~~
159,530

DIRECTOR COMPENSATION

Under our 2007 Long Term Incentive Plan, each non-employee director who holds such position on the date of the annual meeting of the shareholders will be awarded annually, on the date of the annual meeting of shareholders, shares of our Common Stock valued at $40,000 based on the 90 day average stock price as of December 31 of the prior year. The Chairman of the Board on the date of the annual meeting of the shareholders will be awarded shares of our Common Stock valued at $20,000 on such date. Prior to January 2013, each non-employee director who held such position on the date of the annual meeting of the shareholders was awarded annually, on the date of the annual meeting of shareholders, shares of Common Stock valued at $25,000 on such date.

Our Amended and Restated Code of Regulations provides that we will indemnify any of our directors or former directors who was or is a party or is threatened to be made a party to any matter, whether civil, criminal, administrative or investigative, by reason of the fact that the individual is or was a director of the Company. We also currently have in effect director and officer insurance coverage.

The following table shows the compensation paid to each of the non-employee directors during fiscal ~~2013.~~2014. Mr. Lipscomb, who is our Chief Executive Officer, does not receive any additional compensation for his services as a director.

Stock Awards ($) (1)

Compensation ($) (2)

Stock Awards ($) (1)

Donald C. Molten, Jr.

John G. Chapman, Sr.

Norman E. Wells, Jr. (3)

Norman E. Wells, Jr.

PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT COMMITTEE REPORT

~~PROPOSAL 3 - TO CAST A NON-BINDING ADVISORY VOTE ON EXECTUVE COMPENSATION~~

~~PROPOSAL 4 - TO VOTE ON THE FREQUENCY FOR HOLDING THE NON-BINDING ADVISORY VOTE ON SAY-ON-PAY (EVERY ONE, TWO, OR THREE YEARS).~~

SHAREHOLDER PROPOSALS FOR THE ~~2015~~2016 ANNUAL MEETING OF SHAREHOLDERS

The Compensation Committee Report and the Audit Committee Report (including reference to the independence of the Audit Committee members) are not deemed filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or future filings made by us under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate such information by reference. The section of this Proxy Statement entitled ~~“Compensation~~"Proposal to Elect Eight (8) Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance and Board of Director Matters," "Compensation Discussion and ~~Analysis” is~~Analysis," "Executive Compensation," "Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," "Director Compensation," and "Principal Accounting Fees and Services" are specifically incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2013.~~2014.

EXECUTIVE OFFICERS OF THE COMPANY



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

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

	Ms. Janice Carlson and Mr. Charles H. Smith, III,		1,994,899 (1)		~~37.12%~~36.62% (1)
	Trustees, Voting Trust Agreement
	c/o SIFCO Industries, Inc.
	970 E. 64^thStreet
	Cleveland, OH 44103

~~M. and S. Silk Revocable Trust~~	Thomson Horstmann & Bryant, Inc.		~~702,380~~798,538 (2)		~~13.07% (2)~~14.66% (3)
~~4946 Azusa Canyon Road~~	501 Merritt 7
~~Irwindale, CA 91706~~	Norwalk, CT 06851

~~Thomson Horstmann & Bryant, Inc.~~	M. and S. Silk Revocable Trust		~~357,137~~702,380 (3)		~~6.65%~~12.89% (3)
~~501 Merritt 7~~	4946 Azusa Canyon Road
~~Norwalk, CT 06851~~	Irwindale, CA 91706


		Amount and Nature of				Amount and Nature of
Name of Beneficial Owner		Beneficial Ownership (1)		Percent of Class		Beneficial Ownership (1)		Percent of Class

Mark J. Silk							702,380	12.89%
Hudson D. Smith (2)(3)(5)			282,763	5.26%			282,717	5.19%
Michael S. Lipscomb (3)			197,905	3.68%			214,180	3.93%
Jeffrey P. Gotschall (2)(3)(5)			159,141	2.96%			160,018	2.94%
Frank A. Cappello (6)			34,242	*
James P. Woidke (4)			28,701	*			35,393	*
Donald C. Molten, Jr.			13,670	*			15,424	*
John G. Chapman, Sr.			7,630	*			11,216	*
Alayne L. Reitman			7,570	*			9,324	*
Catherine M. Kramer (4)			3,675	*			8,975	*
Norman E. Wells, Jr.			2,378	*			4,132	*

All Directors and Executive Officers as a Group (1)	All Directors and Executive Officers as a Group (1)		737,675	13.72%	All Directors and Executive Officers as a Group (1)		1,443,759	26.50%


Performance Objective	Incentive % Target Award ⁽¹⁾	Adjusted EBITDA (2) ($ Thousands)	Working Capital ($ Thousands)	Incentive % Target Award ⁽¹⁾	Adjusted EBITDA (2) ($ Thousands)	Working Capital ($ Thousands)
Minimum	50%	$16,767	$38,732	50%	$15,404	$34,420
Target	100%	$18,630	$41,647	100%	$19,255	$37,011
Maximum	150%	$20,493	$44,562	150%	$23,106	$39,602

2013 Actual Results		$19,512	$35,954
2013 Percentage Payout	135%	125%	+10%
2014 Actual Results				99%	$19,043	$35,803
2014 Percentage Payout					97%	N/A



Name and Principal Position	Year	Salary ($)	Stock Awards ($) (1)	Option Awards ($) (2)	Non- Equity Incentive Compensation ($) (3)	All Other Compensation ($)	Total Compensation ($)
Jeffrey G. Gotschall	2013	113,800	-0-	-0-	-0-	57,000	170,800
Chairman (4)	2012	220,000	-0-	-0-	-0-	14,600	234,600
	2011	220,000	-0-	-0-	-0-	14,000	234,000
Michael S. Lipscomb	2013	-0-	198,800	-0-	-0-	311,300	510,100
President and CEO (5)	2012	-0-	728,750	-0-	-0-	328,800	1,057,550
	2011	-0-	29,000	-0-	-0-	275,000	304,000
James P. Woidke	2013	276,900	125,000	-0-	196,400	18,200	616,500
Chief Operating Officer (7)	2012	259,600	158,300	-0-	-0-	19,800	437,700
	2011	231,800	195,000	-0-	115,600	14,500	556,900
Catherine M. Kramer	2013	182,300	58,800	-0-	110,000	37,800	388,900
Vice President and CFO (6)	2012	46,700	-0-	-0-	-0-	2,300	49,000
	2011	-0-	-0-	-0-	-0-	-0-	-0-
Frank A. Cappello	2013	46,200	-0-	-0-	-0-	408,800	455,000
Vice President and CFO (8)	2012	182,300	114,900	-0-	-0-	20,300	317,500
	2011	177,100	157,600	-0-	83,900	14,200	432,800



Summary Compensation Table
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($) (2)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($) (3) (4)	Total ($)
Michael S. Lipscomb	2014	345,733	—	1,107,700	—	202,950	—	6,703	1,663,086
President and CEO	2013	—	—	—	—	—	—	311,300	311,300
	2012	—	—	728,750	—	—	—	328,800	1,057,550
James P. Woidke	2014	301,500	—	606,318	—	165,066	—	19,030	1,091,914
Chief Operating Officer	2013	276,900	—	—	—	196,400	—	18,200	491,500
Chief Operating Officer	2012	259,600	—	158,300	—	—	—	19,800	437,700
Catherine M. Kramer	2014	195,500	—	237,838	—	88,560	—	14,970	536,868
Vice President and CFO	2013	182,300	—	—	—	110,000	—	37,800	330,100
Vice President and CFO	2012	46,700	—	—	—	—	—	2,300	49,000


1.	Title of each class of securities to which transaction applies: ___________


2.	Aggregate number of securities to which transaction applies: __________


3.	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): _______________________


4.	Proposed maximum aggregate value of transaction: __________________


5.	Total fee paid: _______________________________________________


1.	Amount Previously Paid: _________________________________________


2.	Form, Schedule or Registration Statement No.: ________________________


3.	Filing Party: ____________________________________________________


1.	Elect ~~seven (7)~~eight (8) directors, each to serve a one-year term expiring at the ~~2015~~2016 Annual Meeting;


2.	Ratify the selection of Grant Thornton LLP as the independent registered public accounting firm of the Company; and


4.	Date Filed: __________________________________________


3.	~~To cast a non-binding advisory vote on executive compensation (say-on-pay);~~


4.	~~To vote on the frequency for holding the non-binding advisory vote on say-on-pay (every one, two or three years);~~


5.	~~To amend Articles II, III and X of our Code of Regulations; and~~


6.	Consider and take action upon such other matters as may properly come before the meeting or any adjournment thereof.



		SIFCO Industries, Inc.

December ~~13, 2013~~12, 2014		Megan L. Mehalko, Corporate Secretary


(1)	Unless otherwise stated below, the named person owns all of such shares of record and has sole voting and investment power as to those shares.


(2)	In the cases of Mr. ~~J. P.~~ Gotschall and Mr. ~~H. D.~~ Smith, includes 400 shares and 22,955 shares, respectively, owned by their spouses and any children or in trust for them, their spouses and their lineal descendants.


(3)	Includes Voting Trust Certificates issued by the aforementioned (see page 3) Voting Trust representing an equivalent number of Common Shares held by such Trust as follows: Mr. ~~J. P.~~ Gotschall – 152,629, Mr. ~~H. D.~~ Smith – ~~275,893~~274,093 and Mr. ~~M. S.~~ Lipscomb - 150,000.


(5)	Mr. ~~J. P.~~ Gotschall and Mr. ~~H. D.~~ Smith are cousins.


~~(1)~~	~~For Mr. Lipscomb, earnings as a consultant for fiscal 2013 were used~~


(2)	~~Amounts shown do not reflect compensation actually received by the executive officer. No option awards were granted in fiscal 2013, 2012 or 2011.~~


~~(5)~~	~~Mr. M. S. Lipscomb was retained on a contract/consultancy basis with aggregate compensation being set at a rateof $2,500 per day. All other compensation consists of consultancy payments made by the Company.~~


~~(6)~~(3)	All other compensation for ~~Ms. C. M. Kramer~~Messrs. Lipscomb and Woidke consists of (i) amounts contributed by the Company as matching contributions pursuant to the SIFCO Industries, Inc. Employees' 401(k) Plan, a defined contribution plan; and (ii) relocation benefits paid by the Company.


~~(7)~~	~~All other compensation for Mr. J. P. Woidke consist~~ of amounts contributed by the Company as matching contributions pursuant to the SIFCO Industries, Inc. Employees' 401(k) Plan, a defined contribution plan.



Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards (2) (4) (6)			Estimated Future payouts under Equity Incentive Plan Awards (1) (2) (5)			Grant Date Fair Value of Stock Awards ($) (3)
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)	Threshold (#)	Target (#)	Maximum ($)	Grant Date Fair Value of Stock Awards ($) (3)
Jeff P. Gotschall	N/A	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Michael S. Lipscomb		-0-	-0-	-0-
Performance Shares	December 2012				6,200	12,400	18,600	198,800
James P. Woidke		72,750	125,000	218,250
Performance Shares	December 2012				72,750	125,000	218,250	125,000
Catherine M. Kramer		40,050	81,900	122,850
Performance Shares	February 2013				438	875	1,312	13,900
Performance Shares	December 2012				1,400	2,800	4,200	44,900
Frank A. Cappello	N/A	-0-	-0-	-0-	-0-	-0-	-0-	-0-



Grant of Plan-Based Awards
Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards (4)			Estimated Future payouts under Equity Incentive Plan Awards (1)			All Other Stock Awards: Number of Shares of Stock or Units (#) (2)	All Other Options Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock Awards ($) (3)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock Awards ($) (3)
Michael S. Lipscomb
	11/21/14	103,125	206,250	309,375	—	—	—	—	—	—	—
	02/28/14	—	—	—	6,200	12,400	18,600	—	—	—	328,600
	12/06/13	—	—	—	14,700	29,400	44,100	—	—	—	779,100
James P. Woidke
	11/21/14	83,875	167,750	251,625	—	—	—	—	—	—	—
	02/28/14	—	—	—	3,900	7,800	11,700	—	—	—	206,700
	12/06/13	—	—	—	4,050	8,100	12,150	—	—	—	214,650
	11/13/13	—	—	—	—	—	—	8,400	—	—	184,968
Catherine M. Kramer
	11/21/14	45,000	90,000	135,000	—	—	—	—	—	—	—
	02/28/14	—	—	—	1,837	3,675	5,512	—	—	—	97,388
	12/06/13	—	—	—	2,650	5,300	7,950	—	—	—	140,450


(1)	The performance-based stock awards reflected in these columns were granted under the Company’s 2007 ~~LTIP.~~LTIP in fiscal 2014.


(4)	Represents non-equity compensation related to fiscal 2014 annual incentive compensation award. The actual amounts paid are reflected in the Summary Compensation Table.


~~(5)~~	~~Fiscal 2013 long-term equity-based incentive compensation award.~~



Name	Option Awards				Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercises Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Note Vested (#) (1)	Equity Incentive Plan Award: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Note Vested ($) (2)
			Option Exercises Price ($)	Option Expiration Date
Jeffrey Gotschall
Stock Options	-0-	-0-	N/A	N/A
Performance Shares					-0-	-0-
Michael S. Lipscomb
Stock Options	-0-	-0-	N/A	N/A
Performance Shares					13,333	245,237
Restricted Shares					25,525	469,660
James P. Woidke
Stock Options	-0-	-0-	N/A	N/A
Performance Shares					16,200	298,080
Cahterine M. Kramer
Stock Options	-0-	-0-	N/A	N/A
Performance Shares					3,675	67,620
Frank A. Cappello
Stock Options	-0-	-0-	N/A	N/A
Performance Shares					-0-	-0-



Outstanding Equity Awards at Fiscal Year-End
Name	Option Awards				Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercises Price ($)	Option Expiration Date	Number of Share or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1)	Equity Incentive Plan Award: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
			Option Exercises Price ($)	Option Expiration Date	Number of Share or Units of Stock That Have Not Vested (#)
Michael S. Lipscomb
Performance Shares	—	—	—	N/A	—	—	41,800	1,258,180
Restricted Shares	—	—	—	N/A	—	—	6,667	200,677
James P. Woidke
Performance Shares	—	—	—	N/A	—	—	15,900	478,590
Restricted Shares	—	—	—	N/A	—	—	8,400	252,840
Cahterine M. Kramer
Performance Shares	—	—	—	N/A	—	—	8,975	270,148


(1)	Based on the actual number of restricted stock awards and the target number of performance-based stock awards.


(2)	Based upon the closing market price of the Company’s Common Shares on the NYSE MKT Exchange on September 30, ~~2013,~~2014, which was ~~$18.40.~~ $30.10.