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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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April 1, 2016

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of SI Financial Group, Inc. (the “Company”).  The meeting will be held at the Savings Institute Bank and Trust Company Financial Center, 579 North Windham Road, North Windham, Connecticut on Wednesday, May 11, 2016 at 9:00 a.m., local time.

The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting.  During the meeting, we will also report on the operations of the Company.  Directors and officers of the Company, as well as a representative of Wolf & Company, P.C., the Company’s independent registered public accounting firm, will be present to respond to appropriate questions of stockholders.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own.  You can vote your shares via the internet, by telephone or by completing and returning a proxy card.  Voting instructions are printed on your proxy or voting instruction card and are included in the accompanying proxy statement.  If you attend the meeting, you may vote in person even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

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803 MAIN STREET

WILLIMANTIC, CONNECTICUT 06226

(860) 423-4581

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

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SI Financial Group, Inc.

Proxy Statement

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SI FINANCIAL GROUP, INC.

PROXY STATEMENT

General Information

We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of SI Financial Group, Inc. for the 2016 annual meeting of stockholders and for any adjournment or postponement of the meeting.  In this proxy statement, we may also refer to SI Financial Group, Inc. as “SI Financial,” the “Company,” “we,” “our” or “us.”

SI Financial is the holding company for Savings Institute Bank and Trust Company.  In this proxy statement, we may also refer to Savings Institute Bank and Trust Company as “Savings Institute” or the “Bank.”

We are holding the 2016 annual meeting at the Savings Institute Bank and Trust Company Financial Center, 579 North Windham Road, North Windham, Connecticut on Wednesday, May 11, 2016 at 9:00 a.m., local time.

We intend to provide access to this proxy statement and a proxy card to stockholders of record beginning on or about April 1, 2016.

Important Notice Regarding the Availability of Proxy Materials

for the 2016 Annual Meeting of Stockholders to be held on May 11, 2016

This proxy statement and our 2015 Annual Report are available electronically at www.edocumentview.com/SIFI.  On this website, the Company also posts the 2015 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

Information About Voting

Who Can Vote at the Meeting

You are entitled to vote the shares of SI Financial common stock that you owned as of the close of business on March 14, 2016.  As of the close of business on that date, 12,220,680 shares of SI Financial common stock were outstanding.  Each share of common stock has one vote on each matter presented to stockholders.

Ownership of Shares; Attending the Meeting; Voting

You may own shares of SI Financial in one of the following ways:

·                                          Directly in your name as the stockholder of record;

·                                          Indirectly through a broker, bank or other holder of record in “street name”; or

·                                          Indirectly through: (1) the SI Financial Group, Inc. Stock Fund (the “Stock Fund”) in the Savings Institute Bank and Trust Company Profit Sharing and 401(k) Savings Plan (the “401(k) Plan”); (2) the Savings Institute Bank and Trust Company Employee Stock Ownership Plan and Trust (the “ESOP”); and/or the trust that holds restricted stock awards issued under the SI Financial Group, Inc. 2005 Equity Incentive Plan (the “2005 Plan”) and the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “2012 Plan” and together with the 2005 Plan, the “Equity Incentive Plans”).

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If your shares are registered directly in your name, you are the holder of record of these shares and 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 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.  A recent brokerage statement or letter from a bank or broker are examples of proof of ownership.  If you want to vote your shares of SI Financial 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.

See “Participants in the ESOP, 401(k) Plan or Equity Incentive Plans” for a discussion of voting rights under those plans.

Quorum and Vote Required

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

Votes Required for Proposals.  At this year’s annual meeting, stockholders will be asked to elect three directors to serve 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 any nominee.  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.  Votes that are withheld and broker non-votes will have no effect on the outcome of the election.

In voting on the ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm or on the advisory vote to approve the compensation of the Company’s named executive officers, you may vote in favor of the proposal, vote against the proposal or abstain from voting.  The affirmative vote of a majority of the votes cast is required to approve each of these proposals.  Abstentions and broker non-votes will have no effect on the proposals.

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 of this Proxy Statement) or with respect to the advisory vote regarding the compensation of our named executive officers (Item 3 of this Proxy Statement).  Current regulations restrict the ability of your bank or broker to vote your shares in the election of directors and other matters on a discretionary basis.  Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors or for the advisory vote regarding the compensation of our named executive officers, no votes will be cast on your behalf.  These are referred to as broker non-votes.  Your bank or broker does, however, continue to have discretion to vote any shares for which you do not provide instructions on how to vote on the ratification of the appointment of the Company’s independent registered public accounting firm (Item 2 of this Proxy Statement).

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Voting by Proxy

The Board of Directors of SI Financial is requesting that you allow your shares of SI Financial common stock to be represented at the annual meeting by the persons named in the proxy card.  All shares of SI Financial common stock represented at the annual meeting by properly executed and dated proxy cards 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.  The Board of Directors recommends a vote:

·                                          FOR each of the nominees for director;

·                                          FOR ratification of Wolf & Company, P.C. as the independent registered public accounting firm; and

·                                          FOR approval of the compensation of the named executive officers.

If you received a notice and wish to receive a paper copy of the proxy card, you can obtain a copy by:

·                                          Calling (866) 641-4276;

·                                          Visiting www.envisionreports.com/SIFI; or

·                                          e-mailing investorvote@computershare.com with “Proxy Materials SI Financial Group, Inc.” in the subject line.

If any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares.  This includes a motion to adjourn or postpone the annual meeting to solicit additional proxies.  If the annual meeting is postponed or adjourned, your SI Financial common stock may be voted by the persons named in the proxy card on the new annual meeting date as well, unless you have revoked your proxy.  We do not know of any other matters to be presented at the annual meeting.

You may revoke your proxy at any time before the vote is taken at the meeting.  To revoke your proxy, you must either advise the Corporate Secretary of the Company in writing before your common stock has been voted at the annual meeting, deliver a later dated proxy or attend the meeting and vote your shares in person.  Attendance at the annual meeting will not in itself constitute revocation of your proxy.

Instead of voting by mailing a proxy card, registered stockholders can vote their shares of Company common stock via the internet or by telephone.  The internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly.  Specific instructions for internet and telephone voting are set forth on the proxy card.  The deadline for voting via the internet or by telephone is 1:00 a.m., Eastern Time, on Wednesday, May 11, 2016.

Participants in the ESOP, 401(k) Plan and Equity Incentive Plans

If you participate in the ESOP, if you invest in SI Financial common stock through the Stock Fund in the 401(k) Plan or if you are a participant in the Equity Incentive Plans, you will receive a voting instruction card for each plan that will reflect all the shares that you may direct the trustees to vote on your behalf under the respective plans.  Under the terms of the ESOP, all allocated shares of SI Financial common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants.  All unallocated shares of SI Financial common stock held by the ESOP and all allocated shares for which no timely voting instructions are received are voted by the ESOP trustee in the same proportion as shares for which the trustee received voting instructions from other plan participants, subject to the exercise of its fiduciary duties.  Under the terms of the 401(k) Plan, participants may direct the Stock Fund trustee how to vote the shares credited to their accounts.  The Stock Fund trustee will vote all shares for which it does

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not receive timely instructions from participants in the same proportion as shares for which the trustee received voting instructions from other plan participants.  Under the Equity Incentive Plans, participants may direct the plan trustee how to vote the unvested shares of restricted stock awards.  The plan trustee will vote all shares held in the trust for which it does not receive timely instructions as directed by SI Financial.  The deadline for returning your voting instruction cards is May 2, 2016.

Corporate Governance and Board Matters

Director Independence

The Company’s Board of Directors currently consists of ten members, all of whom are independent under the listing standards of The NASDAQ Stock Market, except for Rheo A. Brouillard and Kevin M. McCarthy.  Mr. Brouillard is not independent because he is President and Chief Executive Officer of SI Financial and Savings Institute.  Mr. McCarthy is not independent as a result of the terms of the non-competition agreement that the Company entered into with Mr. McCarthy in connection with the Company’s acquisition of Newport Bancorp, Inc. and Newport Federal Savings Bank in September 2013.  In determining the independence of its directors, the Board considered transactions, relationships and arrangements between the Company and its directors that are not required to be disclosed in this proxy statement under the heading “Transactions with Related Persons,” including loans or lines of credit that the Bank has made, directly or indirectly, to Mark D. Alliod, Roger Engle, Robert O. Gillard and William R. Harvey.

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 President and Chief Executive Officer will enhance Board independence and oversight.  Moreover, the separation of the Chairman of the Board and President and Chief Executive Officer will allow the President and Chief Executive Officer to better focus on his responsibilities of running the Company, enhancing stockholder value and expanding and strengthening our 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, Mark D. Alliod currently serves as Chairman of the Board of Directors.  Mr. Alliod is independent under the listing requirements of The NASDAQ Stock Market.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success.  We face 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-day 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.

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Corporate Governance Policies

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 operation of the Board of Directors and its committees; succession planning; convening executive sessions of independent directors; the Board of Directors’ interaction with management and third parties; and the evaluation of the performance of the Board of Directors and of the Chief Executive Officer.

Committees of the Board of Directors

The following table identifies the Company’s standing committees and their members as of March 14, 2016.  All members of each committee are independent in accordance with the listing requirements of The NASDAQ Stock Market.  Each committee operates under a written charter that is approved by the Board of Directors that governs its composition, responsibilities and operation.  Each committee reviews and reassesses the adequacy of its charter at least annually.  The charters of all three committees are available in the Governance Documents portion of the Investor Relations section of the Company’s Web site (www.mysifi.com).

*Chairperson

Audit and Risk Committee.  The Audit and Risk Committee meets periodically with the independent registered public accounting firm and management to review accounting, auditing, internal control structure and financial reporting matters.  The committee also receives and reviews the reports and findings and other information presented to them by the Company’s officers regarding financial reporting policies and practices.  The Audit and Risk Committee selects the independent registered public accounting firm and meets with them to discuss the results of the annual audit and any related matters.  The Board of Directors has determined that Messrs. Alliod and Garvey are “audit committee financial experts” under the rules of the Securities and Exchange Commission.  Messrs. Alliod and Garvey are independent under the listing standards of The NASDAQ Stock Market applicable to audit committee members.

Compensation Committee.  The Compensation Committee approves the compensation objectives for the Company and the Bank, establishes the compensation for the President and Chief Executive Officer and other executives and establishes personnel policies.  The Compensation Committee reviews all components of compensation including base salary, bonus, equity compensation, benefits and other perquisites.  In addition to reviewing competitive market values, the Compensation Committee also examines the total compensation mix, pay-for-performance relationship and how all elements, in the aggregate, comprise the executives’ total compensation package.  The Chief Executive Officer makes recommendations to the Compensation Committee from time to time regarding the appropriate mix and level of compensation for other officers.  Those recommendations consider the objectives of the

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compensation philosophy and the range of compensation programs authorized by the Compensation Committee.  Decisions by the Compensation Committee with respect to the compensation of executive officers are approved by the full Board of Directors.  The Compensation Committee also assists the Board of Directors in evaluating potential candidates for executive positions.

Consistent with applicable Securities and Exchange Commission disclosure requirements, we have assessed our compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.  The Compensation Committee assessed the Company’s executive and broad-based compensation and benefits to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature.  This risk assessment process included:  a review of program policies and practices; program analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control and the support of the programs and their risks to Company strategy.  Although we reviewed all compensation programs, we focused on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout.

Based on the foregoing, we believe that our compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole.  We also believe that our incentive compensation arrangements:  provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls; and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

The Compensation Committee, in conjunction with the Nominating and Corporate Governance Committee, considers the appropriate levels and form of director compensation and makes recommendations to the Board of Directors regarding director compensation.

Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee takes a leadership role in shaping governance policies and practices, including recommending to the Board of Directors the corporate governance policies and guidelines applicable to SI Financial and monitoring compliance with these policies and guidelines.  In addition, the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become Board members and recommending to the Board the director nominees for election at the next annual meeting of stockholders.  It recommends director candidates for each committee for appointment by the Board.

Minimum Qualifications.  The Nominating and 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.  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 or committee governing documents.

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In addition, before nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will consider and review an existing director’s Board and Committee attendance and performance; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.

Director Nomination Process.  The Nominating and Corporate Governance Committee adheres to the following process when it identifies and evaluates individuals to be nominated for election to the Board of Directors:

For purposes of identifying nominees for the Board of Directors, the Nominating and 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 Savings Institute’s local communities.  The Nominating and Corporate Governance Committee will also consider director candidates recommended by stockholders in accordance with the policy and procedures set forth below.  The Nominating and Corporate Governance Committee has not previously used an independent search firm in identifying nominees.

In evaluating potential nominees, the Nominating and Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above.  In addition, the Nominating and Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate.

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

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

1.                                      The name of the person recommended as a director candidate;

2.                                      All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

3.                                      The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

4.                                      As to the stockholder making the recommendation, the name and address, as they appear on the Company’s books, of such stockholder; provided, however, that if the stockholder is not a registered holder of the Company’s common stock, the stockholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

5.                                      A statement disclosing whether such stockholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

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

Directors’ Compensation

The following table provides the compensation received by individuals who served as non-employee directors of SI Financial during 2015.  The table excludes perquisites, which did not exceed $10,000 in the aggregate, for each director.

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(1)         See footnote 1 to the directors and executive officers stock ownership table under “Stock Ownership” for the number of unvested shares of restricted stock and performance awards held in trust under the Equity Incentive Plans for each director at March 14, 2016.

(2)         Reflects the aggregate grant date fair value for the granting of 10,000 stock options, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”), based on a value of $6.37 per option.  For information on the assumptions used to compute fair value, see note 11 to the consolidated financial statements.  The actual value, if any, realized from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised.  Accordingly, the value realized may not be at or near the value estimated above.  As of December 31, 2015, Messrs. Engle, Gillard, Harvey, McCarthy and Pollack and Ms. Evan and Ms. Nealon each held stock options to purchase 10,000 shares of SI Financial’s common stock.  As of December 31, 2015, Messrs. Alliod, Garvey and Hinckley held stock options to purchase 18,981, 27,962 and 0 shares of SI Financial’s common stock, respectively.

(3)         Represents the cash incentive earned by our directors in 2015 and distributed in 2016 under our 2015 Pay for Performance Plan.  The Company performance criteria used to determine incentives for our directors was the same criteria used for our named executive officers and given the same weighting.  See “Compensation Discussion and Analysis” for additional information on our Pay for Performance Plan.

(4)         Reflects the above market earnings on the deferred fee arrangements between Savings Institute and Messrs. Alliod, Gillard and McCarthy.  Under the terms of the arrangements, Messrs. Alliod, Gillard and McCarthy defer a portion of their director fees.

(5)         Reflects dividends paid on unvested restricted stock awards for all directors except for Mr. McCarthy.  Mr. McCarthy’s payments reflect amounts paid under his non-competition agreement.

(6)         Mr. Hinckley retired from the Board of Directors, effective May 13, 2015.

Cash Retainer and Meeting Fees for Non-Employee Directors.  The following table sets forth the applicable retainers and fees to be paid to non-employee directors for their service on Savings Institute’s and SI Financial’s Board of Directors during 2016.

Board and Committee Meetings

During the year ended December 31, 2015, the Board of Directors of the Company and the Bank each held 12 meetings.  No director attended fewer than 75% of the meetings of the Board of Directors and Board committees on which they served in 2015.

Director Attendance at Annual Meeting of Stockholders

While the Company has no formal policy on director attendance at annual meetings of stockholders, directors are encouraged to attend.  All but three of the directors attended the 2015 annual meeting of stockholders.

Code of Ethics and Business Conduct

SI Financial has adopted a Code of Ethics and Business Conduct that is designed to ensure that the Company’s directors and employees meet the highest standards of ethical conduct.  The Code of Ethics and Business Conduct, which applies to all employees and directors, addresses conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations.  In addition, the Code of Ethics and Business Conduct is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

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Audit and Risk Committee Report

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In addition, the Audit and Risk Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.  Requests for services by the independent registered public accounting firm for compliance with the auditor services policy must be specific as to the particular services to be provided.

The request may be made with respect to either specific services or a type of service for predictable or recurring services.

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The following table provides information as of March 14, 2016 about the shares of SI Financial common stock that may be considered to be owned by each director, each executive officer named in the Summary Compensation Table and by all directors and executive officers of the Company as a group.  A person may be considered to 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.  The number of shares beneficially owned by all directors and executive officers as a group totaled 5.44% of our outstanding common stock as of March 14, 2016.  Each director and named executive officer owned less than 1.0% of

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our outstanding common stock as of that date, except for Mr. Brouillard, who owned 1.33% of our common stock.

(1)   This column includes the following:

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Rheo A. Brouillard has been the President and Chief Executive Officer of Savings Institute and SI Financial since 1995 and 2004, respectively.  Age 61.  Director since 1995.

Mr. Brouillard’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which Savings Institute serves affords the Board valuable insight regarding the business and operations of Savings Institute.  Mr. Brouillard’s knowledge of SI Financial’s and Savings Institute’s business and history position him well to continue to serve as President and Chief Executive Officer.

Roger Engle was the President of The Crystal Water Company, a water supplier located in Danielson, Connecticut, from 1973 until his retirement in 2000.  Mr. Engle served as the First Selectman for the town of Brooklyn, Connecticut from November 2005 until November 2009.  As First Selectman, Mr. Engle oversaw all functions of the town, including the budgeting process, issuance of bonds and maintenance of public infrastructure.  He was also a director of Connecticut Water Service, Inc. (NASDAQ: CTWS), which delivers water to customers throughout 42 towns in Connecticut and Massachusetts, from 2000 to 2005.  Age 77.  Director since 1998.

Mr. Engle’s experience as President of The Crystal Water Company and First Selectman provides the Board valuable management level experience, including insight into the budget process.  In addition, Mr. Engle’s continued involvement in community organizations and local political matters is a vital component of a well-rounded board.

Kevin M. McCarthy joined Newport Federal Savings Bank (“Newport Federal”) in 1989 and was the President and Chief Executive Officer of Newport Federal before it merged into Savings Institute in September 2013.  Mr. McCarthy served as Vice President, Director of Policy and Supervision at the Federal Home Loan Bank of Boston from 1977 to 1989 and was a savings and loan examiner with the Federal Home Loan Bank Board from 1973 to 1977.  Mr. McCarthy served on the Board of the Federal Home Loan Bank of Boston from 2004 to 2012 and the Community Bank Council of the American Bankers Association from 2008 to 2013.  Mr. McCarthy was a director of Newport Bancorp, Inc. and its

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wholly-owned subsidiary, Newport Federal, from 1993 until it merged into Savings Institute in September 2013.  Age 68.  Director since 2013.

Mr. McCarthy’s insight into the historical operations of Newport Federal and his extensive experience in the Rhode Island banking industry affords the Board valuable insight.

Mark D. Alliod is the President and sole owner of Mark D. Alliod CPA PC, a public accounting firm in South Windsor, Connecticut.  Age 52.  Director since 2005.

Mr. Alliod provides expertise with regard to tax, financial and accounting matters.  Also, as owner of an accounting firm, Mr. Alliod brings small business knowledge and management experience.  He has the background to qualify as SI Financial’s audit committee financial expert.

Michael R. Garvey became the principal and owner of the public accounting firm of Garvey, Steele & Company, LLP, which provides audit and tax services throughout Connecticut, on January 1, 2015.  Previously, he was the principal and owner of Garvey & Associates, LLC.  As a principal of an accounting firm, Mr. Garvey is responsible for monitoring the firm’s risk management, strategic plan and overall firm operations.  Mr. Garvey is also a principal and owner of Professional Payrolls, LLC, which provides payroll processing services to small, local businesses in New London, Connecticut.  Age 51.  Director since 2007.

Mr. Garvey is a certified public accountant and has the financial background and expertise in financial accounting, auditing and tax matters to qualify as an audit committee financial expert.  In addition, Mr. Garvey possesses substantial small company management experience as the owner of Professional Payrolls, LLC.

Robert O. Gillard is the Chairman and owner of the O.L. Willard Company, Inc., a material supply company with locations in Storrs and Willimantic, Connecticut.  Age 69.  Director since 1999.

Mr. Gillard’s career as a small business executive provides SI Financial with organizational understanding and expertise.  Further, through his business, Mr. Gillard has gained comprehensive knowledge of the homebuilding industry throughout Eastern Connecticut, which aids the Board in its oversight of the lending function.  In addition, as an active member of the community, including being a member of the Design Review subcommittee of the Mansfield Planning Board and his previous service on the Greater Windham Community Foundation, Mr. Gillard is knowledgeable of the local consumer environment.

Kathleen A. Nealon, a certified public accountant, is the Chief Financial Officer of the Professional Planning Group, a Westerly, Rhode Island-based company that provides an array of financial planning services.  Ms. Nealon was a director of Newport Bancorp, Inc. and its wholly-owned subsidiary, Newport Federal, from 2005 until it merged into Savings Institute in September 2013.  Before serving as a director with Newport Federal, Ms. Nealon was a director of Westerly Savings Bank from 2004 until it merged with Newport Federal in 2005.  Age 63.  Director since 2013.

Ms. Nealon brings financial, accounting and management expertise to the Board.  Ms. Nealon also provides the Board with knowledge of our Rhode Island market.

Donna M. Evan is a Sales Manager for WILI AM/FM, a commercial radio station located in Willimantic, Connecticut.  Her responsibilities include working with local and regional businesses to market products and services, soliciting business from local and regional businesses and communicating with advertising agencies to coordinate advertising for national clients.  Age 67.  Director since 1996.

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Ms. Evan brings significant business and management level experience from a setting outside of the financial services industry.  In addition, through her business experience, Ms. Evan has gained significant marketing knowledge and valuable insight into current buying trends and the local economic environment, adding additional value to the Board.

William R. Harvey is an attorney and partner in the law firm Harvey, Carr & Hadfield.  Mr. Harvey was a director of Newport Bancorp, Inc. and its wholly-owned subsidiary, Newport Federal, from 1987 until it merged into Savings Institute in September 2013.  Age 69.  Director since 2013.

Mr. Harvey’s extensive legal career, make his contributions to the Board in the areas of leadership, consensus building, corporate governance and litigation oversight very important.  Mr. Harvey also provides the Board with knowledge of our Rhode Island market.

Dennis Pollack has held numerous executive positions, including Divisional President at Sony Corporation of America, President and CEO of the Connecticut Bank of Commerce, President and CEO of The Savings Bank of Rockland County, Chief Operating Officer at Paulson & Company, a multi-billion dollar hedge fund, and President and CEO of Pegasus Funding Group.  Mr. Pollack served as a member of the Board of Directors of TF Financial Corp. until its sale to National Penn Bancshares, Inc. in October 2014, served as Chairman of the Board of Presilient, LLC until October 2015 and is a member of the Board of Directors of Prudential Bancorp, Inc. (NASDAQ:  PBIP)  Mr. Pollack has authored numerous articles on the state of banking which appeared in Bottomline Magazine and The Bankers Magazine.  Pursuant to the terms of the Agreement, dated February 25, 2015, between the Company and Lawrence B. Seidman and various affiliates of Mr. Seidman, the Company agreed to appoint Mr. Pollack to the Board of Directors.  Age 65.  Director since 2015.

Mr. Pollack’s substantial experience as President, CEO and director of community banking organizations, in-depth knowledge of community bank lending, and additional management and Board experience involving the oversight of private and non-profit organizations provides the Company with valuable and relevant expertise as a director.

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Item 3 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires, among other things, that the Company permit a non-binding advisory vote on the compensation of its named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement.

The proposal, commonly known as a “say-on-pay” proposal, gives the Company’s stockholders the opportunity to endorse or not endorse the Company’s executive compensation program and policies through the following resolution:

“Resolved, that the Company’s stockholders approve the compensation paid to the Company’s named executive officers, as described in the Compensation Discussion and Analysis, compensation tables and narrative disclosure in this proxy statement.”

Because the vote is advisory, it will not be binding upon the Company or its Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.  We urge stockholders to read the Compensation Discussion and Analysis beginning on page 18 of this proxy statement and related compensation tables and narrative beginning on page 26, which provide detailed information on our compensation policies and practices for our named executive officers.

The Board of Directors recommends a vote “FOR” approval of the compensation of the named executive officers.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis that is required by the rules established by the Securities and Exchange Commission.  Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.  See “Compensation Discussion and Analysis.”

Compensation Committee of the Board of Directors

of SI Financial Group, Inc.

Roger Engle - Chairperson

Mark D. Alliod

Donna M. Evan

Michael R. Garvey

William R. Harvey

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Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis provides information about the 2015 compensation for our Chief Executive Officer, Chief Financial Officer and our next three most highly-compensated executive officers who were serving as an executive officer at the end of 2015, as well as our former Chief Financial Officer who retired in April 2015:

Compensation information for these individuals, who we refer to collectively as our “named executive officers” or “NEOs,” is presented in the tables following this Compensation Discussion and Analysis.

This Compensation Discussion and Analysis describes our executive compensation program for 2015.  It also describes how the Compensation Committee of the Board of Directors (the “Compensation Committee”) arrived at the specific compensation decisions for our named executive officers, and discusses key factors that the Compensation Committee considered in determining their compensation.

Executive Summary

It is the intent of the Compensation Committee to provide our named executive officers with a total compensation package that is market-competitive, promotes the achievement of our strategic objectives and is aligned with operating and other performance metrics to support long-term stockholder value.

2015 Financial Results and Administrative Changes

Financial Highlights

Notwithstanding only modest and gradual improvement in economic conditions, the Company was still able to attain several of its financial goals, including:

·                  Managed loan growth. Increased commercial real estate, residential real estate and commercial business loan originations of $53.1 million, $33.8 million and $17.0 million for 2015, which resulted in a $120.5 million, or 11.5%, increase in net loans for 2015;

·                  Increase in core deposits.  Increased deposits of $47.3 million, or 4.7%, from $1.01 billion at December 31, 2014 to $1.06 billion at December 31, 2015, primarily due to an increase in core deposits;

·                  Growth in mortgage loan originations.  Increased mortgage banking revenue of $186,000 for 2015 due to the increase in residential loan originations; and

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·                  Reduction in expenses.  Reduced operating expenses by $921,000, or 2.2%, from $41.5 million for the year ended December 31, 2014 to $40.6 million for the year ended December 31, 2015 resulting in a decrease in the efficiency ratio from 84.05% to 82.16%.

Administrative Highlights

·                  Change in Responsibilities for members of the Management Team.  Brian J. Hull retired as Chief Operating Officer and Chief Financial Officer of the Company and the Bank on April 10, 2015. Following Mr. Hull’s retirement, Lauren L. Murphy became Senior Vice President and Chief Financial Officer of the Company and the Bank and Laurie L. Gervais became Executive Vice President and Chief Administrative Officer of the Company and the Bank.  Ms. Murphy is a certified public accountant and has served in various finance and accounting roles since joining our organization in 2004.  Prior to her promotion to Chief Financial Officer she served as the Principal Accounting Officer of the Company since 2013.  Ms. Gervais has over 32 years of service with the Bank and as our Chief Administrative Officer she is responsible for Security and Facilities, Deposit Operations, Electronic Banking, Loan Servicing and the Call Center, in addition to her role as Director of Human Resources.

·                  Management promotions. In April 2015, Jonathan Wood, was promoted to Executive Vice President, Retail Banking.  Mr. Wood has lead the Bank’s Retail Banking division since 2012 and has built a solid team of sales professionals throughout the Bank’s branch network.

The Company believes it has a strong management team and their continued efforts and leadership will play a critical role in the Company’s ability to execute its strategic goals.

2015 Key Compensation Decisions for our active NEOs

We believe our 2015 executive compensation program for our named executive officers was consistent with the objectives of our compensation philosophy and our financial performance.  The Compensation Committee and our Board of Directors took the following actions in 2015.

·                                          Adjusted Base Salaries to target Peer Group median and new responsibilities for certain NEOs.  Following annual performance reviews and in the case of Ms. Gervais and Ms. Murphy in connection with the increased responsibilities that came with their promotions in 2015, the Compensation Committee increased base salaries in 2015 for Mr. Brouillard, Ms. Gervais, Ms. Murphy, Mr. Wood and Mr. Little by 8.7%, 25.0%, 23.0%, 7.0% and 4.0%, respectively.   The modest increases for Messrs. Brouillard, Wood and Little recognize their contributions to the Company and the Bank in 2015 and the Compensation Committee’s philosophy of generally targeting base salaries for our NEOs at the median level of our peers. The larger salary increases for Ms. Gervais and Ms. Murphy acknowledge the expansion of their job responsibilities, as well as their contributions to the Company and the Bank in 2015.  See “Administrative Highlights” and “Executive Compensation — Summary Compensation Table” for additional information on the change in roles of our management team in 2015 and the 2015 base salaries paid to our NEOs.

·                                          Distributed cash incentives to our active NEOs under our 2015 Pay for Performance Plan (“2015 PFP”).  The Company achieved certain of its target performance goals under the 2015 PFP, resulting in a distribution of 30% of each active NEO’s target 2015 cash incentive opportunity.  See “Short-term Cash-Based Incentive Compensation” for detailed information on our 2015 PFP.  See also “Executive Compensation — Summary

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Compensation Table” and “Executive Compensation — Grant of Plan-Based Awards” for the actual incentives earned by our active NEOs in 2015.

·                                          Granted equity awards to active NEOs. All of our active named executive officers received equity grants in 2015. We continue to believe that equity awards link our named executive officers’ compensation to increases in our stock price and serve as a retention tool. See “Executive Compensation — Grant of Plan-Based Awards” for information on the 2015 active NEO equity awards.

·                                          Revised Mr. Brouillard’s Employment Agreement and the Change in Control Agreements with Ms. Gervais, Ms. Murphy and Mr. Little and extended the term of all the NEO agreements for an additional year.  The Company and the Bank amended and restated Mr. Brouillard’s employment agreement and the change in control agreements for Ms. Gervais, Ms. Murphy and Mr. Little to reflect a “best net benefits” approach in managing Section 280G liabilities. In addition, the term of the agreements with Messrs. Brouillard and Little and Ms. Gervais and Ms. Murphy was extended through September 23, 2018. Mr. Wood’s change in control agreement was extend through December 31, 2017.  Employment and change in control agreements provide our active named executive officers with financial security and the Company and the Bank with management stability. See “Executive Compensation—Employment and Change in Control Agreements” for a discussion of the terms and conditions of the agreements. See also, “Executive Compensation—Potential Post-Termination Benefits Tables” for the compensation payable to the active named executive officers upon termination of employment under certain conditions.

2015 Advisory Vote on Executive Compensation

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we held an advisory vote on the approval of the compensation of our named executive officers (“Say-on-Pay”) at our 2015 annual meeting.  The results were that 94% of our stockholders who voted on the Say-on-Pay proposal voted in favor of it.  The Compensation Committee considered this positive result as an affirmation of its compensation-related policies and decisions.

Compensation Philosophy

Our 2015 compensation and benefits program for our named executive officers focused on motivating and retaining our talented management team.  More specifically, our program was designed to accomplish the following objectives:

·                                          Align the interests of our named executive officers with the interests of stockholders;

·                                          Tie annual cash incentives to the achievement of measurable corporate and individual performance;

·                                          Reward executives for enhancing long-term stockholder value;

·                                          Balance rewards for the achievement of both short-term and long-term SI Financial objectives and ensure sound risk management; and

·                                          Encourage ownership of SI Financial common stock.

Our compensation program for our named executive officers holds our executives accountable for Company performance and rewards for delivering superior performance and enhanced stockholder returns.

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Elements of Our Compensation and Benefits Program

To achieve our objectives we have structured a compensation and benefits program that provides our named executive officers with the following:

·                                          Competitive Base Pay;

·                                          Short-Term Cash-Based Incentives;

·                                          Long-term Equity Incentives;

·                                          Retirement Benefits; and

·                                          Employment/Change in Control Agreements.

The elements of a named executive officer’s total compensation package will vary depending upon the executive’s job position and responsibilities with SI Financial and Savings Institute.

Role of Compensation Committee

The Compensation Committee reviews all of the elements of compensation for our named executive officers annually giving due consideration to prevailing market practice, our overall compensation philosophy and the costs associated with the arrangements.  The Compensation Committee operates under a written charter that establishes its responsibilities.  The Compensation Committee and Board of Directors review the charter annually to ensure the scope of the charter is consistent with the Compensation Committee’s role.  Under the charter, the Compensation Committee is charged with general responsibility for the oversight and administration of our compensation program.  The charter also authorizes the Compensation Committee to engage consultants and other professionals without management approval to the extent deemed necessary to discharge its responsibilities.

Role of Management

Management provides data, analyses, input and recommendations to the Compensation Committee through our Chief Executive Officer and Chief Administrative Officer.  The Compensation Committee considers our Chief Executive Officer’s evaluation of each named executive officer’s performance and recommendation of appropriate compensation.  However, our Chief Executive Officer does not participate in any decisions relating to his own compensation.  Our Chief Administrative Officer also assists the Compensation Committee, providing support to the Compensation Committee Chairman as requested.

Role of Compensation Consultant

The Compensation Committee did not engage a compensation consultant in 2015. However, the Compensation Committee considered the information provided in the 2012 McLagan Executive Compensation Review (along with salary and bonus peer data gathered by the Chief Administrative Officer from the SNL Financial Compensation Review for Banks and Thrifts) when making its compensation decisions in 2015.  The 2012 McLagan Executive Compensation Review included, but was not limited to, an assessment of the Company’s compensation program compared to its peers, recommendations for total cash compensation opportunities (base salary and cash incentives), an assessment of perquisites, retirement benefits and bonuses for named executive officers, an assessment of the Company’s financial performance relative to its peers, a review of board and committee compensation and equity compensation.  See “Peer Group” for information on the peer group the Company used in making compensation decisions for its named executive officers in 2015.

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Peer Group

The Compensation Committee considers information about the practices of other comparable companies, as well as evolving market practices, when it makes compensation decisions.  The Compensation Committee considers the compensation levels and arrangements of similarly situated executives, in addition to other factors, in connection with its decision making process.  Duties, responsibilities and tenure with the Company also are weighed by the Committee.   The peer group used by the Compensation Committee was initially developed by McLagan in 2012 using objective parameters that reflect banks of similar asset sizes.  In 2015, the Chief Administrative Officer updated the peer group to reflect the Company’s 2015 demographics and also removed companies from the peer group that were acquired between 2012 and 2015.  This new peer group (the “2015 Peer Group”) was used by the Compensation Committee in making decisions on Mr. Brouillard’s 2015 cash compensation.  As of December 31, 2015 the asset size for the peer group ranged from approximately $300 million to $2.7 billion.

Base Salary

Our goal is to provide our executive officers with base salaries that are competitive, reflect their tenure and individual experience and are consistent with their individual performance.  The Compensation Committee has established base salary ranges for each named executive officer using the median base salaries paid to similarly situated executives.  In 2015, the Compensation Committee reviewed the cash compensation surveys prepared by the American Bankers Association and the Connecticut Bankers Association, as well as the base salary recommendations made in the 2012 McLagan Executive Compensation Review for purposes of determining base salaries for all of our active NEOs, except Mr. Brouillard.  The Compensation Committee utilized the 2015 Peer Group data to evaluate Mr. Brouillard’s base salary in 2015.  Generally, base salaries are reviewed on an annual basis in connection with each named executive officer’s performance review or in the event of a promotion.    See “Executive Compensation — Summary Compensation Table” for the base salaries paid to our named executive officers in 2015.

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Short-Term Cash-Based Incentive Compensation

A major element of our compensation philosophy is to tie annual cash incentives to the achievement of measurable corporate and individual performance.  Our annual Pay for Performance Program (“PFP”) provides a vehicle to reward participants for superior company and individual performance.  During 2015, each of our active named executive officers was eligible to participate in the 2015 PFP.  The Compensation Committee, in conjunction with the Asset Liability Committee, established the performance goals for each of our named executive officers under the 2015 PFP.  The performance measures for the 2015 PFP were the same as the 2014 PFP: (1) return on average assets; (2) noninterest expenses; and (3) earnings per share.  Each performance measure was assigned a specific weighting: return on average assets (30%), noninterest expenses (30%) and earnings per share (40%).

The following table sets forth the Threshold, Target and Maximum performance goals under the 2015 PFP, as well as the Company’s 2015 performance results.

The 2015 PFP incentive pay opportunities for Mr. Brouillard were 25% of median base salary of job grade at the threshold level, 37.5% at the target level and 50% at the maximum level.  For our other active named executive officers, the opportunities were 20% of median base salary of job grade at the threshold level, 30% at the target level and 40% at the maximum level.  See “Executive Compensation — Grant Plan-Based Awards” for each active NEOs incentive opportunities under the 2015 PFP.

Based on our financial performance in 2015, active NEO cash incentives earned in 2015 were paid out based on our achievement of our target noninterest expenses performance goal.  However, no cash incentives were paid with regard to the Company’s return on assets or earnings per share as those performance goals were not achieved in 2015.  Cash incentives earned in 2015 were distributed in the first quarter of 2016.

Long-Term Equity Incentives

The Compensation Committee developed a long-term incentive program that utilizes our 2005 Equity Incentive Plan and 2012 Equity Incentive Plan to align the interests of our named executive officers with our stockholders and focus our executives on long-term sustained performance through the grant of stock options, restricted stock and performance awards.  In accordance with the Company’s desire to link the personal financial and economic interests of its named executive officers with those of the Company’s stockholders, in 2015 the Compensation Committee granted restricted stock awards to Mr. Brouillard, Ms. Gervais, Ms. Murphy and Mr. Wood that vest equitably over a three-year period with the first installment vesting on the grant date.  The Compensation Committee also granted an incentive stock

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option to Mr. Little in 2015, which vests ratably over a five-year period with the first installment vesting on the anniversary of the date of grant.  See “Executive Compensation — Grant of Plan-Based Awards” for detailed information on the equity awards granted to the active NEOs in 2015.  All of Mr. Hull’s outstanding unvested equity awards were forfeited in April 2015 in connection with his retirement.

Stock Compensation Grant and Award Practices; Timing Issues

The Compensation Committee considers whether to make stock option grants and/or award other forms of equity on an annual basis based on the shares available under the Company’s Equity Incentive Plans.  The Compensation Committee’s determination of grant dates or stock option exercise prices is made after carefully considering the timing of earnings releases and/or other material non-public information to ensure there is no manipulation of the market to an executive’s benefit.  The Compensation Committee’s decisions are reviewed and ratified by the full Board of Directors.  SI Financial never times the release of material non-public information to affect the value of executive compensation.  In general, the release of such information reflects established timetables for the disclosure of material non-public information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure.  In accordance with the Company’s Equity Incentive Plans, options are granted at an exercise price equal to the closing price of our common stock on the Nasdaq Stock Market on the date of grant.

Retirement Benefits

All of our active named executive officers participate in the Savings Institute’s ESOP and 401(k) Plan.  In addition to the tax-qualified plans, the Savings Institute maintains non-qualified supplemental retirement arrangements with Mr. Brouillard and Ms. Gervais which provide for supplemental retirement benefits based on a fixed percentage of each executive’s three highest years of compensation.  Savings Institute also maintains a non-qualified supplemental executive retirement plan (“SERP”) for Mr. Brouillard which provides Mr. Brouillard with benefits he would have received under the ESOP and 401(k) Plan, but for certain Internal Revenue Code limitations that reduce benefits for highly compensated executives under tax-qualified retirement plans.  In addition, the SERP provides Mr. Brouillard with a supplemental stock ownership benefit in the event of a change in control prior to the full repayment of the ESOP loans.  The Committee reviews our retirement programs on an annual basis to ensure that they are consistent with prevailing market practices, our overall executive compensation philosophy and are cost effective.  See “Executive Compensation—Non-Qualified Plans” for details on these programs.

Our retirement plans and arrangements are consistent with the arrangements provided to senior executive officers in the banking industry and assist us in attracting and retaining top talent by providing executives with financial security in retirement.

Executive Agreements

An important consideration in our ability to attract and retain key executives is our ability to minimize the impact on our management team of the possible disruption associated with our analysis of strategic opportunities.  Accordingly, we believe it is in the best interest of the Company and its stockholders to provide our key executives with reasonable financial arrangements in the event of termination of employment.  Therefore, we maintain an employment agreement with Mr. Brouillard and change in control agreements with our other active named executive officers.  See “Executive Compensation—Employment and Change in Control Agreements” for the details of these arrangements.   The Executive Agreements do not contain gross ups or provide for severance benefits upon termination for cause or upon voluntary termination of employment.

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The use of employment and change in control agreements is common among our competitors and therefore influences our use of such arrangements to retain our current management team.  The Compensation Committee periodically reviews the terms of the employment and change in control agreements.  For additional information regarding the executive agreements, see the section headed “Employment and Change in Control Agreements” following the “Summary Compensation Table.”

In connection with his retirement, Mr. Hull entered into a consulting agreement with the Bank and the Company.  The Boards of Directors of the Bank and the Company believe that Mr. Hull’s long-term tenure with the Company and the Bank, as well as his financial expertise provides a valuable resource to our management team.  Mr. Hull received a monthly retainer of $5,000 through January 1, 2016 and will receive $1,400 a month from February 1, 2016 through July 31, 2016.  Mr. Hull is also reimbursed any reasonable business expenses associated with his services.

Perquisites

We provide our named executive officers with reasonable perquisites to further their ability to promote the business interests of the Company in our markets and to reflect competitive practices for similarly situated officers employed by our peers.  The perquisites are reviewed periodically and adjusted as necessary.

Tax and Accounting Considerations

In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and on an annual basis to ensure an understanding of the financial impact of the program.  Our analysis includes a review of recently adopted and pending changes in tax and accounting requirements.  As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences.  To preserve maximum flexibility in the design and implementation of our compensation programs, we have not adopted a formal policy that requires all compensation to be tax deductible.  However, to the greatest extent possible, it is our intent to structure our compensation programs in a tax efficient manner.

Stock Ownership Guidelines

We have not adopted formal stock ownership requirements for our named executive officers.  As a practical matter, our named executive officers and directors are expected to hold a meaningful interest in our stock.  See the “Stock Ownership” section of this proxy statement for information on each named executive’s holdings in our common stock.

Risk Assessment

The Compensation Committee does not believe any of the current compensation policies and practices encourages excessive risk-taking.  Effective internal controls are in place at the management level and are supported by the oversight and administration of the Compensation Committee.

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Executive Compensation

Summary Compensation Table.  The following table provides information concerning total compensation earned or paid to the principal executive officer, each individual who served as principal financial officer during 2015 and the three other most highly compensated executive officers of SI Financial who served in such capacities at December 31, 2015.  These six officers are referred to as the named executive officers in this proxy statement.

(1)                      Reflects the aggregate grant date fair value for stock options granted during the year computed in accordance with FASB ASC Topic 718 — Share Based Payment (“ASC 718”).  The amounts were based upon a fair value using the Black-Scholes option pricing model of $6.37 for the options granted.  For information on the assumptions used to compute the fair value, see note 11 of the notes to the consolidated financial statements.  The actual value, if any, realized by an executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised.  Accordingly, there is no assurance that the value realized by an executive officer will be at or near the value estimated above.

(2)                      These amounts reflect the aggregate grant date fair value for outstanding restricted stock awards and performance awards granted during the year, computed in accordance with ASC 718 and are based on the Company’s stock price as of the date of grant, which was $11.86.  The amounts were calculated assuming that all performance conditions have been satisfied.

(footnotes continued on following page)

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(3)                      Details of the amounts reported in the “All Other Compensation” column for 2015 are provided in the table below.  The table excludes perquisites, which did not exceed $10,000 in the aggregate for each named executive officer.

(4)                   Mr. Hull retired from the Bank on April 10, 2015.  In connection with Mr. Hull’s retirement, the Bank and Mr. Hull entered into a consulting agreement, under which he received $5,000 per month until January 1, 2016 and $1,400 a month from February 1, 2016 through July 31, 2016.

(5)                   Mr. Hull recognized a decrease of $38,304 in the actuarial present value of his accumulated benefit under his pension plan.

SI Financial and Savings Institute maintain a three-year employment agreement with Mr. Brouillard.  On each anniversary date of the agreement and in connection with Mr. Brouillard’s performance review, the Board of Directors may renew the term of the agreement for an additional year so that the remaining term will be three years.  The employment agreement provides for a base salary and, among other things, participation in discretionary bonuses or other incentive compensation provided to senior management, and participation in stock benefit plans and other fringe benefits applicable to executive personnel.  The employment agreement also contains a non-competition and non-solicitation restriction if Mr. Brouillard’s employment is terminated for good reason (as defined in the agreement) or without cause (as defined in the agreement).  Mr. Brouillard’s employment agreement has been extended through December 31, 2018 and his current base salary is $450,000.

Savings Institute maintains change in control agreements with Mr. Little, Ms. Gervais, Ms. Murphy and Mr. Wood.  These agreements provide each executive with cash severance and the continuation of certain benefits if their employment is terminated in connection with a change in control.  In connection with each executive’s annual review, the Board of Directors may renew the agreements for an additional year so that the remaining term will be three years (two years for Mr. Wood).  The change in control agreements have been extended through September 23, 2018 (December 31, 2017 for Mr. Wood).

See “Potential Post-Termination Benefits” for a discussion of the benefits and payments that Messrs. Brouillard, Little and Wood and Ms. Gervais and Ms. Murphy may receive under their agreements upon termination of employment.

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Grants of Plan-Based Awards

The following table provides certain information as to grants of plan-based awards for the named executive officers.