Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director. On July 23, 2012, the Board of Directors of LSB Financial Corp. ("Company") elected Sarah R. Byrn as a member of the Board of Directors, to serve with the class of directors whose terms expire in 2013. There are no arrangements or understandings between Ms. Byrn and any other person pursuant to which she was elected as a director. Ms. Byrn was also appointed to the Audit Committee and the Compensation Committee of the Board.

In connection with her election to the Board, Ms. Byrn was granted 3,750 stock options at an exercise price of $18.49. These options will vest in 20% increments commencing on July 23, 2013, the first anniversary of the date of grant, and continuing on each of the four anniversaries thereafter. The options expire in ten years.

Ms. Byrn is currently President of Improved Pharma, LLC (West Lafayette, Indiana). From 2010 to 2012 she served as Chief Executive Officer of Family Services, Inc. (a non-profit organization in Lafayette, Indiana which helps individuals improve their quality of life) and from 2006 to 2009 she served as Vice President of Scientific Operations, a division of Aptuit, Inc., a pharmaceutical services company located in West Lafayette, Indiana.

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