|                                                          |
|----------------------------------------------------------|
|                                                          |  |
| California(State or other jurisdiction of incorporation) | 94-2723335(IRS Employer Identification No.) |

|                                |
|--------------------------------|
|                                |  |
| Title of Each Class            | Name of Each Exchange On Which Registered |
| Common Stock, Par Value $0.001 | NASDAQ Stock Market LLC |

|                                     |
|-------------------------------------|
|                                     |  |  |  |
| Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |

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|          |
|----------|
|          |  |  |
|     |   | Page No. |
|     |   |   |
|     | EXPLANATORY NOTE | 3 |
|     |   |   |
| PART III |
|     |   |   |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 4 |
| ITEM 11. | EXECUTIVE COMPENSATION | 9 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 26 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 29 |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 30 |
|     |   |   |
| PART IV  |
|     |   |   |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 32 |
|     |   |   |
|     | SIGNATURES | 33 |

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|          |
|----------|
|          |  |  |
| Item     |   | Description |
| Item 10. |   | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
| Item 11. |   | EXECUTIVE COMPENSATION |
| Item 12. |   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
| Item 13. |   | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
| Item 14. |   | PRINCIPAL ACCOUNTING FEES AND SERVICES |

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|                        |
|------------------------|
|                        |  |  |  |  |
| Director Name          |   | Business Experience |   | Age |
| Robert G. Deuster      |   | Robert G. Deuster has served as a member of our Board of Directors since 2011.  Mr. Deuster currently is the Chief Executive Officer of Collector’s Universe, a public company that is a global provider of authenticating and grading services to the collectibles market and a member of their board.  Previously, Mr. Deuster served as Chairman and Chief Executive Officer of Newport Corporation, a public company that is a global supplier of laser, optical, and motion control products, from May 1996 until his retirement in October of 2007.  Mr. Deuster also served as President of Newport from May 1996 until July 2004, and in June 1997 became Chairman of the board. From 1985 to 1996, Mr. Deuster served in various senior management positions at Applied Power, Inc. (now Actuant Corporation, a public company), a global manufacturer of electrical and hydraulic products, serving as Senior Vice President of the Distributed Products Group from 1994 to 1996, President of the Barry Controls Division from 1989 to 1994, President of the APITECH Division from 1986 to 1989, and Vice President of Sales and Marketing of the Enerpac Division from 1985 to 1986.  From 1975 to 1985 he held engineering and marketing management positions at General Electric Company’s Medical Systems Division.  Mr. Deuster currently serves on the board of Symmetry Surgical Inc., a public company that provides surgical devices and solutions to the global orthopedic market.  He also serves as a director of Ondax, Inc., a private optical components company.  Mr. Deuster received his B.S. in Electrical Engineering from Marquette University in 1973.  Mr. Deuster is a member of the National Association of Corporate Directors and holds an Advanced Director Certification from the American College of Corporate Directors.We believe that Mr. Deuster’s extensive technology industry experience and experience on the boards of directors of various public and private companies makes him an invaluable member of our Board of Directors.  This experience provides him keen insight of both the management and operations of a business and the governance and oversight matters facing companies and led to our conclusion that he should serve on our Board of Directors. |   | 64 |
| Julie H. Sullivan, PhD |   | Julie H. Sullivan, PhD has served as a member of our Board of Directors since 2009.  Dr. Sullivan is President of the University of St. Thomas in Minnesota.  Prior to this she served as Executive Vice President and Provost of the University of San Diego (2005 - 2013) after an extensive academic and administrative career as a professor in business and accounting at the University of North Carolina at Chapel Hill (1987 - 2003) and University of California, San Diego (2003 - 2005).  Dr. Sullivan has served as an Advisory Director and as a member of the audit, compensation, and pension committees of SI Group, a privately owned, global chemical company since 2001.  She also serves as a Director of SI Group - India Limited.  In addition, Dr. Sullivan has 8 years of cumulative prior experience as a director of two other public companies, Applied Micro (AMCC), an electronics company, and United PanAm Financial Corporation (UPFC), a specialty finance company, where she chaired the audit committees of both boards.  Dr. Sullivan also serves on non-profit boards, including The Old Globe Theatre (2006 - 2013), Project Concern International (2006 - 2012), and Minnesota Private Colleges Council (2013 to present).  Dr. Sullivan has a PhD in business and accounting and a Master’s degree in accounting and taxation from the University of Florida.  Dr. Sullivan also is a certified public accountant (non-practicing) and is a member of the National Association of Corporate Directors, the Minnesota Business Partnership, the Minnesota Women’s Economic Roundtable, and the Minnesota Advisory Council of the U.S. Global Leadership Coalition.Based on Dr. Sullivan’s extensive experience on the boards of diverse entities and her management experience and academic research, we believe that she is extremely knowledgeable and a renowned expert with regard to financial reporting, corporate governance, and business strategy matters and provides an invaluable perspective to our Board of Directors leading to our conclusion that she should serve on our Board of Directors. |   | 57 |

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|                    |
|--------------------|
|                    |  |  |  |  |
| Director Name      |   | Business Experience |   | Age |
| Carlos C. Campbell |   | Carlos C. Campbell has served as a member of our Board of Directors since 1998.  He is Chair of the Compensation Committee, and a member of the Audit Committee and the Corporate Governance and Nominating Committee.  He is the President of Global 21, LLC, a strategic advisory company, (Formerly C.C. Campbell & Co., 1985-2011) and Initiative Films, LLC (2011- Present).  Mr. Campbell has served as a director of Resource America, Inc. since 1990.  Mr. Campbell has also previously served as a director of eight other public corporations.  Mr. Campbell has completed over two dozen seminars on director training.  He has a Certificate of Director Education from the National Association of Corporate Directors and is a graduate of the Director’s Institute, University of California Los Angeles, where he was designated a Certified Corporate Director.  He has completed seminars in corporate governance, auditing, and compensation at the Harvard Business School.  Mr. Campbell is a member of the National Association of Corporate Directors and a member of the 2011 inaugural class of Board Leadership Fellows.  He was also elected to the NACD Directorship 100, which recognizes the most influential directors of U.S. corporations.  Mr. Campbell has participated in numerous professional forums with the NACD on governance, compensation, and mergers and acquisitions.  Mr. Campbell served as the Assistant Secretary of Commerce for Economic Development, U.S. Department of Commerce (1981-1984) where he was the final authority for an annual program budget of $300 million and a loan portfolio in excess of $1 billion.  Mr. Campbell has a B.S. in Construction Management from Michigan State University, a Certificate in Engineering Science from the U.S. Naval Post Graduate School, and a Master of City & Regional Planning from the School of Engineering & Architecture, Catholic University of America.  Mr. Campbell served on active duty as a Naval Flight Officer and Intelligence Officer.  He has traveled to over fifty countries mainly on government business.We believe that Mr. Campbell’s extensive directorship training, strategic advisory and government experience, two areas of expertise that are important to certain of our operating segments, enrich the makeup of the Board of Directors and provide keen insight into our businesses.  Mr. Campbell’s record of service as a director on public boards and with government agencies also gives him substantial experience on financial, governance and risk oversight matters leading to our conclusion that he should serve on our Board of Directors. |   | 77 |
| Kristina M. Leslie |   | Kristina M. Leslie has served on our Board of Directors since 2009, as Non-Executive Vice Chair and lead independent director from August 2011 to May 2012, and has served as our Non-Executive Chair since May 2012. Ms.  Leslie is the former Chief Financial Officer of DreamWorks Animation SKG, Inc. where she served in that capacity from 2004 through 2007.  Prior to becoming Chief Financial Officer of DreamWorks Animation, Ms. Leslie served as Chief Financial Officer of DreamWorks LLC from 2003 through 2004.  Prior to that, she oversaw the corporate finance and strategic planning functions at DreamWorks, LLC since 1996.  Currently, Ms. Leslie serves on the Board of Directors of Orbitz Worldwide, Inc. where she is the Chair of the Audit Committee and a member of the Compensation Committee and the Nominating and Governance Committee, as well as the Board of Directors of Blue Shield of California where she is a member of the Audit Committee, Finance and Investment Committee, and Quality Improvement Committee.  Ms. Leslie is a member of the National Association of Corporate Directors.  Ms. Leslie holds a BA in Economics from Bucknell University and an MBA with a concentration in Finance from Columbia University.Ms. Leslie has substantial management experience from her years of service at Dreamworks, LLC and later as Chief Financial Officer of DreamWorks Animation SKG, a publicly-held company, which gives her keen insight on matters relating to strategic planning, financial reporting, financial management, corporate governance, risk oversight, and management succession.  Ms. Leslie’s years of service as a director on public and not-for-profit companies also gives her substantial experience on financial, governance and risk oversight matters leading to our conclusion that she should serve on our Board of Directors. |   | 50 |

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|                     |
|---------------------|
|                     |  |  |  |  |
| Director Name       |   | Business Experience |   | Age |
| Kenneth J. Slepicka |   | Kenneth J. Slepicka has served as a member of our Board of Directors since 2005.  Mr. Slepicka is currently the Chairman, Chief Executive Officer, and acting Chief Financial Officer of Synthonics, Inc., an early stage biotechnology company, and has served in such capacity since 2006.  Mr. Slepicka received a Master of Business Administration from Kellogg School of Management, Northwestern University.  Mr. Slepicka has also received a Master Director Certification from the National Association of Corporate Directors (NACD), is a member, and has earned certificates of director education in 2007, 2008, and 2009, as well as the status of Leadership Fellow from the NACD.  In addition, Mr. Slepicka served as President and Treasurer of SBC Warburg Futures Inc. from 1994 to 1998, as Executive Director of Fixed Income Trading for O’Connor & Associates from 1985 to 1994, and has held risk advisor, consultant and strategic planning positions in the financial and healthcare industries.  Mr. Slepicka has served as a member of the FIA Steering Committee, the Federal Reserve FCM Working Group, and as a Governor of the Board of Trade Clearing Corporation.  He is also a former member of the Chicago Board of Trade, Chicago Mercantile Exchange, Chicago Board of Options Exchange, and Pacific Options Exchange.  In addition, Mr. Slepicka currently serves and has served on the boards of directors of several not-for-profit entities.Mr. Slepicka’s management and operational experience leads to our conclusion that he should serve on our Board of Directors. |   | 58 |

|                    |
|--------------------|
|                    |  |  |  |  |
| Director Name      |   | Business Experience |   | Age |
| John R. Hart       |   | John R. Hart has served as President and Chief Executive Officer and as a member of the Company board of directors since 1996.  Mr. Hart also serves as an officer and/or director of the Company’s most significant subsidiaries:  for UCP, Inc. as a director since their incorporation (May 2013 - Present) and UCP, LLC, prior to their incorporation, as the Chairman of the board of managers (October 2007 - June 2013);  for Vidler Water Company, Inc. as Chairman (since 1997), as director (since 1995) and Chief Executive Officer (since 1998); as sole director of PICO European Holdings, LLC (since 2008); and as director and Chief Executive Officer of PICO Northstar Management, LLC and its subsidiaries (since 2010). He has also previously served other various subsidiaries of the Company in the following capacities, among others: as director (1993 - 2012), President, and Chief Executive Officer (1996 - 2012) of Physicians Insurance Company of Ohio; and as director of Citation Insurance Company (1996 - 2012).  Mr. Hart additionally served as a director of Spigit, Inc. until September 2013. Mr. Hart received a B.A. in Economics from Pomona College.Mr. Hart has been our President and Chief Executive Officer and a member of our Board of Directors for almost fifteen years and his leadership and strategic guidance over these years have been critical to our success.  Mr. Hart also brings the knowledge of the operations of our Company to the Board of Directors, which provides invaluable insight to the Board of Directors as it reviews the Company’s strategic and financial plans leading to our conclusion that he should serve on our Board of Directors. |   | 55 |
| Michael J. Machado |   | Michael J. Machado has served as a member of our Board of Directors since 2013.  Mr. Machado was a member of the California State Assembly from 1992 - 2000, a California State Senator from 2000 - 2008, and was appointed in 2015 to the Council of Economic Advisors on Tax Policy for the California State Controller.  Since 2008 Mr. Machado has been the owner and operator of a diversified farming operation in California’s Central Valley.  Mr. Machado is a board member of the California State Compensation Insurance Fund (2008 to present), P & M Farms (1985 to present) and is also a member of the non-profit boards for the San Joaquin Historical Society Board of Trustees (2012 to present) and Restore the Delta (since 2014).  He is a member of the National Association of Corporate Directors and is a Board Leadership Fellow.  He received an undergraduate degree in Economics from Stanford University and a Master’s degree in Agricultural Economics from the University of California, Davis.  In addition he attended Harvard University’s Agribusiness Executive Education Program.  As a state legislator in California, Mr. Machado was heavily involved in numerous issues, including water policy and agricultural policy.We believe that Mr. Machado’s extensive educational and legislative experience, and his continuing involvement in owning and operating a diversified farming operation, as well as his involvement in water policy issues make him a valuable addition to our Board of Directors. |   | 67 |

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|                                      |
|--------------------------------------|
|                                      |  |  |  |  |  |  |
| Name of Director                     |   | Audit |   | Compensation |   | Corporate Governance and Nominating |
| Carlos C. Campbell*                  |   | Member |   | Chair |   | Member |
| Robert G. Deuster*                   |   | Member |   | Member |   |   |
| John R. Hart                         |   |   |   |   |   |   |
| Kristina M. Leslie*                  |   | Member** |   | Member |   | Chair |
| Michael J. Machado*                  |   | Member |   | Member |   |   |
| Kenneth J. Slepicka                  |   |   |   |   |   |   |
| Julie H. Sullivan, PhD*              |   | Chair** |   |   |   | Member |
| Number of Committee Meetings in 2014 |   | 6 |   | 4 |   | 3 |

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|   |
|---|
|   |  |  |
| l | John R. Hart | President and Chief Executive Officer |
| l | Maxim C.W. Webb | Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
| l | John T. Perri | Vice President and Chief Accounting Officer |
| l | W. Raymond Webb | Vice President of Investments |

|    |
|----|
|    |  |
| 1. | Executive Summary. In this section, we highlight our business model and compensation philosophy and certain governance aspects of our executive compensation program. |
| 2. | Executive Compensation Program. In this section, we describe the Company’s executive compensation philosophy and process and the material elements of our executive compensation program. |
| 3. | 2014 Executive Compensation Decisions. In this section, we provide an overview of our Compensation Committee’s executive compensation decisions for 2014 and certain actions taken before or after 2014 when doing so enhances the understanding of our executive compensation program. |
| 4. | Other Executive Compensation Matters. In this section, we review certain governance aspects of our executive compensation program, the accounting and tax treatment of compensation and the relationship between our compensation program and risk. |

|     |                                                                                                                                                         |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i) | evaluate, acquire and develop undervalued assets in strategic asset classes at valuations that we believe provide significant downside risk protection; |

|      |                                                                                                                                                      |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii) | enhance the value of those assets through our operational expertise, development activities, transaction structure and efficient use of capital; and |

|       |                                                                                                                                 |
|-------|---------------------------------------------------------------------------------------------------------------------------------|
| (iii) | attempt to achieve gains in book value per share through both operating returns and disposition of assets at appropriate times. |

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|        |
|--------|
|        |  |  |  |  |
|   | What we do |   |   | What we don't do |
| ü | Design executive compensation program to align pay with performance so that a significant portion of compensation is "at-risk" based on corporate performance |   | ý | No excessive change in control severance payments |
| ü | Use multi-year vesting requirements |   | ý | No hedging or pledging by executive officers or directors |
| ü | Use performance-based vesting requirements for equity incentives |   | ý | No overlapping metrics for cash and equity incentives |
| ü | Maintain stock ownership guidelines |   | ý | No tax gross-ups |
| ü | Provide "double-trigger" change in control benefits |   | ý | No excessive prerequisites |
| ü | Maintain claw back policy |   | ý | No repricing of underwater stock options |

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|        |                                                                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ü | Review and analysis related to our executive officers’ base salaries, annual cash incentive compensation, and equity incentive compensation levels and plan structures; |

|        |                                                                                  |
|--------|----------------------------------------------------------------------------------|
| ü | Assessment of industry trends, corporate governance and legislative environment; |

|        |                                                                                                                                                                                                                                                                                                                                                                      |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ü | Develop “tally sheets” to provide a comprehensive view of our executive officers’ total compensation arrangements, including cash compensation (fixed and variable), equity incentive compensation (past awards and the current and projected values of these awards), and post-employment obligations (severance and change-of control-benefits); |

|        |                                                        |
|--------|--------------------------------------------------------|
| ü | Review of equity compensation design and strategy; and |

|        |                                                            |
|--------|------------------------------------------------------------|
| ü | Review of the Compensation Discussion & Analysis. |

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|                           |
|---------------------------|
|                           |  |  |
| Biglari Holdings          | Hercules Technology Growth Cap | MCG Capital |
| Blackstone Mortgage Trust | ICG Group | Otter Tail |
| Capital Southwest         | KCAP Capital | Safeguard Scientifics |
| Harris & Harris Group | Main Street Capital | Triangle Capital |

|                          |
|--------------------------|
|                          |  |  |
| Biglari Holdings         | GFI Group | MCG Capital |
| Calamos Asset Management | Green Dot | Otter Tail |
| Capital Southwest        | Greenhill & Co | Piper Jaffray |
| Cowen Group              | Hercules Technology Growth Cap | Safeguard Scientifics |
| Encore Capital Group     | HFF | Triangle Capital |
| Evercore Partners        | Ladenburg Thalmann Financial | World Acceptance |
| FBR & Co             | Main Street Capital |   |

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|                  |
|------------------|
|                  |  |  |  |  |  |  |  |  |
| Component        |   | Purpose |   | Form |   | Pay-for-Performance |   | Comment |
| Base salary      |   | Provide sufficient competitive pay to attract and retain experienced and successful executives. |   | Cash |   | Adjustments to base salary consider individual performance, contributions to the business, competitive practices and internal comparisons. |   | Annual fixed cash compensation. Base salary reflects the employee's level of responsibility, expertise, skills, knowledge and experience.  For our CEO, base salary is fixed for the term of his employment agreement, subject to annual cost of living adjustments. For our other NEOs, base salary is reviewed on an annual basis. |
| Cash incentive   |   | Encourage and reward contributions to our financial results.  Engage executives in execution of our business strategy.  Emphasize accountability for results. |   | Cash |   | The potential award amount varies with the degree to which we increase our book value per share in comparison to the performance of the S&P 500 over a five-year period. |   | Annual variable cash compensation.  The Compensation Committee determines and approves the actual amount earned after the close of the fiscal year. |
| Equity incentive |   | Encourage and reward building long-term shareholder value, employment retention and company stock ownership.  Align executives with shareholder interests and retain executive officers through long-term vesting. |   | RSU and Performance-Based Options |   | RSU retain executives and align them with shareholders’ interests by awarding a fixed number of shares upon vesting. Performance-Based Options reward building long-term shareholder value (see equity compensation section for a more detailed description of Performance-Based Options). |   | The Compensation Committee, at its sole discretion, determines the value of stock-based awards granted each year.  We require stock ownership through stock ownership guidelines applicable to our CEO, CFO and other designated executive officers. |

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|                                    |
|------------------------------------|
|                                    |  |  |  |  |
| Component                          |   | Objectives and Basis |   | Form |
| Retirement benefits                |   | Retain and recruit our executive officers. |   | 401(k) plan.  Provides a tax-deferred means to save for retirement.  The NEOs have the opportunity to participate in this Section 401(k) plan on the same basis as all of our other employees. |
| Deferred compensation opportunity  |   | Retain and recruit our executive officers by offering them an opportunity to defer income tax on amounts deferred. |   | Non-qualified deferred compensation plan.  We do not make any matching or other contributions to the nonqualified deferred compensation plan.  The amounts deferred under the plan are credited with interest, earnings, appreciation, losses and depreciation based on the performance of equities, bonds or cash selected by the participants, and are held in a grantor trust, the assets of which are subject to the claims of our creditors. |
| Insurance and other benefits       |   | Provide for the safety and wellness of all of our employees, including our executive officers. |   | These benefits include health insurance, life insurance, dental insurance, vision insurance, and disability insurance, which are available to all employees, including our NEOs, on a nondiscriminatory basis. |
| Termination and severance benefits |   | Retain and recruit our executive officers. |   | Various, including cash and accelerated vesting of equity incentives in certain circumstances. |

|         |                                                                                                                                                                                                                                  |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Our CEO, CFO, and V.P. of Investments received a base salary increase to reflect cost of living adjustments and our Chief Accounting Officer (“CAO”) received a 34.5% increase to reflect a market based adjustment; |

|         |                                                                                                    |
|---------|----------------------------------------------------------------------------------------------------|
| • | None of our executive officers earned a cash incentive award in 2014 under our incentive plan; and |

|         |                                                                                                                                                                                                                                                                                                                                        |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | We granted equity compensation awards to certain of our NEOs consisting of both RSU and Performance-Based Options.  In order for the Performance-Based Options to be exercisable, the Company’s stock price must be at least 125% of the Company’s stock price at the grant date for a period of at least 30 trading days. |

|                 |
|-----------------|
|                 |  |  |  |  |  |  |  |  |  |  |  |
| Officer         |   | 2013 Salary |   | 2014 Increase |   | 2014 Salary |
| John R. Hart    |   | $ | 2,094,482 |  |   | 0.9 | % |   | $ | 2,113,000 |  |
| Maxim C.W. Webb |   | $ | 525,789 |  |   | 0.9 | % |   | $ | 530,500 |  |
| John T. Perri   |   | $ | 297,413 |  |   | 34.5 | % |   | $ | 400,000 |  |
| W. Raymond Webb |   | $ | 249,489 |  |   | 0.9 | % |   | $ | 251,700 |  |

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|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                    |   | Performance-Based Options |   | RSU |   |   |
| Named Executive Officer |   | Options Granted |   | Grant Date Fair Value |   | RSU Granted |   | Grant Date Fair Value |   | Total Value |
| John R. Hart            |   | 285,714 |  |   | $ | 1,475,705 |  |   | 71,429 |   | $ | 1,393,580 |  |   | $ | 2,869,285 |  |
| Maxim C.W. Webb         |   | 95,238 |  |   | $ | 837,881 |  |   | 23,810 |   | $ | 464,533 |  |   | $ | 1,302,414 |  |
| John T. Perri           |   | 72,381 |  |   | $ | 636,791 |  |   | 18,095 |   | $ | 353,033 |  |   | $ | 989,824 |  |

|         |                                                                                                                                                                                        |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | The amount of such payment was based on the achievement of certain financial results that were subsequently the subject of a restatement that occurs within 12 months of such payment; |

|         |                                                                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | The executive officer had engaged in theft, dishonesty or intentional falsification of our documents or records that resulted in the obligation to restate our financial results; and |

|         |                                                                                                                        |
|---------|------------------------------------------------------------------------------------------------------------------------|
| • | A lower annual cash incentive would have been paid to the executive officer based upon the restated financial results. |

|                                     |
|-------------------------------------|
|                                     |  |  |
| Role                                |   | Ownership Guideline |
| CEO                                 |   | lesser of 275,000 shares or 3x base salary |
| CFO                                 |   | lesser of 18,000 shares or 1x base salary |
| Other designated executive officers |   | lesser of 10,000 shares or 1x base salary |

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|   |
|---|
|   |  |
| l | Our focus is on long-term growth with reasonable leverage, and this philosophy is conducive to minimizing compensation related risks; |
| l | Our incentive plans are well designed, effectively administered, focused on relevant performance measures; |
| l | Our plans are reasonable with respect to potential compensation levels; |
| l | The elements of our compensation plan are appropriately weighted in our overall mix that achieves a balance of focus between operating results and strategic results; |
| l | Base salaries for executive officers are sufficiently competitive to eliminate the need for them to take unnecessary risk in order to earn large incentives necessary to provide adequate cash compensation; |
| l | Equity-based compensation levels are competitive and sufficient to provide a balanced focus between short- and long-term priorities and results and does not encourage the taking of short-term risks at the expense of long-term results; and |
| l | Our insider trading policies, independent oversight by the Compensation Committee, and our stock ownership guidelines and “claw back policy” mitigate any potential risks in our compensation programs. |

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|        |
|--------|
|        |  |
|   | Compensation Committee: Carlos C. Campbell, ChairRobert G. DeusterKristina M. LeslieMichael J. Machado |

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|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name and Principal Position                        |   | Year |   | Salary |   | Bonus |   | Stock Awards (1) |   | Option Awards(1) |   | Non-Equity Incentive Plan Compensation |   | All Other Compensation(2) |   | Total Compensation |
| John R. Hart, CEO                                  |   | 2014 |   | $ | 2,113,000 |  |   |   |   | $ | 1,393,580 |  |   | $ | 1,475,705 |  |   |   |   | $ | 40,300 |  |   | $ | 5,022,585 |  |
| President & Chief                              |   | 2013 |   | $ | 2,094,482 |  |   |   |   |   |   |   |   |   |   | $ | 39,700 |  |   | $ | 2,134,182 |  |
| Executive Officer                                  |   | 2012 |   | $ | 2,059,471 |  |   |   |   |   |   |   |   |   |   | $ | 39,000 |  |   | $ | 2,098,471 |  |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Maxim C. W. Webb, CFO                              |   | 2014 |   | $ | 530,500 |  |   |   |   | $ | 464,533 |  |   | $ | 837,881 |  |   |   |   | $ | 40,300 |  |   | $ | 1,873,214 |  |
| Executive Vice President, Chief Financial Officer, |   | 2013 |   | $ | 525,789 |  |   |   |   |   |   |   |   |   |   | $ | 47,949 |  |   | $ | 573,738 |  |
| Treasurer & Secretary                          |   | 2012 |   | $ | 517,000 |  |   |   |   |   |   |   |   |   |   | $ | 39,000 |  |   | $ | 556,000 |  |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| John T. Perri, CAO                                 |   | 2014 |   | $ | 400,000 |  |   |   |   | $ | 353,033 |  |   | $ | 636,791 |  |   |   |   | $ | 40,300 |  |   | $ | 1,430,124 |  |
| Vice President &                               |   | 2013 |   | $ | 297,413 |  |   | $ | 125,000 |  |   |   |   |   |   |   |   | $ | 41,016 |  |   | $ | 463,429 |  |
| Chief Accounting Officer                           |   | 2012 |   | $ | 288,750 |  |   |   |   |   |   |   |   |   |   | $ | 39,000 |  |   | $ | 327,750 |  |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| W. Raymond Webb                                    |   | 2014 |   | $ | 251,700 |  |   |   |   |   |   |   |   |   |   | $ | 34,829 |  |   | $ | 286,529 |  |
| Vice President,                                    |   | 2013 |   | $ | 249,489 |  |   |   |   |   |   |   |   |   |   | $ | 35,768 |  |   | $ | 285,257 |  |
| Investments                                        |   | 2012 |   | $ | 245,319 |  |   |   |   |   |   |   |   |   |   | $ | 33,438 |  |   | $ | 278,757 |  |

|     |
|-----|
|     |  |
| (1) | The reported values reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718. As these values reflect the aggregate grant date fair value, they do not necessarily correspond to the actual value that may be recognized. The assumptions that we made to determine the value of our awards for accounting purposes are described in detail under the section titled Stock-Based Compensation in Note 10 of the notes to consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 16, 2015. |
| (2) | Amounts in this column include contributions made by the Company on behalf of the NEOs to the 401(k) plan and health savings accounts.  It also includes amounts for service awards paid in the Company's stock and expense reimbursements. |

----

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name                          |   | Grant Date and Date of Committee Action |   | Number of Shares of Stock or Units |   | Exercise or Base Price of Option Awards |   | Grant Date Fair Value of Stock and Option Awards |
| John R. Hart                  |   |   |   |   |   |   |   |   |
| Restricted Stock Units (1)    |   | 11/14/2014 |   | 71,429 |  |   | $ | 19.51 |  |   | $ | 1,393,580 |  |
| Performance-Based Options (2) |   | 11/14/2014 |   | 285,714 |  |   | $ | 19.51 |  |   | $ | 1,475,705 |  |
| Total                         |   |   |   | 357,143 |  |   |   |   | $ | 2,869,285 |  |
|                          |   |   |   |   |   |   |   |   |
| Maxim C.W. Webb               |   |   |   |   |   |   |   |   |
| Restricted Stock Units (1)    |   | 11/14/2014 |   | 23,810 |  |   | $ | 19.51 |  |   | $ | 464,533 |  |
| Performance-Based Options (2) |   | 11/14/2014 |   | 95,238 |  |   | $ | 19.51 |  |   | $ | 837,881 |  |
| Total                         |   |   |   | 119,048 |  |   |   |   | $ | 1,302,414 |  |
|                          |   |   |   |   |   |   |   |   |
| John T. Perri                 |   |   |   |   |   |   |   |   |
| Restricted Stock Units (1)    |   | 11/14/2014 |   | 18,095 |  |   | $ | 19.51 |  |   | $ | 353,033 |  |
| Performance-Based Options (2) |   | 11/14/2014 |   | 72,381 |  |   | $ | 19.51 |  |   | $ | 636,791 |  |
| Total                         |   |   |   | 90,476 |  |   |   |   | $ | 989,824 |  |

|     |
|-----|
|     |  |
| (1) | Represents RSU granted under the 2014 Equity Incentive Plan.  The aggregate grant date fair value of these awards was computed based on the closing price of the Company’s stock on the date of grant.  These awards are subject to the NEOs continued employment or service with us.  These RSU will vest annually in four equal installments beginning on November 14, 2015, and may also vest earlier in connection with certain terminations of employment. |
| (2) | Represents Performance-Based Options granted under the 2014 Equity Incentive Plan.  The aggregate grant date fair value of these options was computed using a Monte Carlo model.  The Performance-Based Options contain a market condition based on the achievement of a stock price target during the contractual term and vest monthly over a three year period.  The vested portion of the options may be exercised only if the 30-trading-day average closing sales price of the Company’s common stock equals or exceeds 125% of the grant date stock price.  The stock price contingency may be met any time before the options expire and it only needs to be met once for the Performance-Based Options to remain exercisable for the remainder of the term. |

----

|                 |
|-----------------|
|                 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name            |   | Executive ContributionsIn 2014 |   | Registrant ContributionsIn 2014 |   | Aggregate Earnings In 2014(1) |   | Aggregate Withdrawals/Distributions |   | Aggregate Balance at December 31, 2014(1) |
|            |   |   |   |   |   |   |   |   |   |   |
| John R. Hart    |   |   |   |   |   | $ | 957,678 |  |   |   |   | $ | 18,599,166 |  |
| Maxim C.W. Webb |   |   |   |   |   | $ | 230,558 |  |   |   |   | $ | 3,027,732 |  |
| John T. Perri   |   |   |   |   |   | $ | 76,556 |  |   | $ | 221,282 |  |   | $ | 545,477 |  |
| W. Raymond Webb |   |   |   |   |   | $ | 14,310 |  |   | $ | 199,852 |  |   | $ | 1,927,133 |  |
|            |   | — |  |   | — |  |   | $ | 1,279,102 |  |   | $ | 421,134 |  |   | $ | 24,099,508 |  |

|     |
|-----|
|     |  |
| (1) | The balances shown in this table represent compensation previously reported in the Summary Compensation Table, except for amounts attributable to aggregate earnings, which are not reportable in the Summary Compensation Table because we do not provide above market or preferential earnings on non-qualified deferred compensation. |

----

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          |   | Option Awards |   | Stock Awards |
| Name                          |   | Number of Securities Underlying Unexercised OptionsExercisable |   | Number of Securities Underlying Unexercised OptionsUnexercisable |   | Option Exercise Price |   | Option Expiration Date |   | Number of Shares or Units of Stock That Have Not Vested |   | Market Value of Shares or Units of Stock That Have Not Vested |
| John R. Hart                  |   |   |   |   |   |   |   |   |   |   |   |   |
| SAR (1)                       |   | 838,356 |  |   |   |   | $ | 33.76 |  |   | 12/12/2015 |   |   |   |   |
| SAR (1)                       |   | 419,178 |  |   |   |   | $ | 42.71 |  |   | 8/2/2017 |   |   |   |   |
| Performance-Based Options (2) |   | 7,936 |  |   | 277,778 |   |   | $ | 19.51 |  |   | 6/14/2019 |   |   |   |   |
| RSU (3)                  |   |   |   |   |   |   |   |   |   | 71,429 |  |   | $ | 1,346,437 |  |
|                          |   |   |   |   |   |   |   |   |   |   |   |   |
| Maxim. C.W. Webb              |   |   |   |   |   |   |   |   |   |   |   |   |
| SAR (1)                       |   | 163,799 |  |   |   |   | $ | 33.76 |  |   | 12/12/2015 |   |   |   |   |
| SAR (1)                       |   | 17,292 |  |   |   |   | $ | 42.71 |  |   | 8/2/2017 |   |   |   |   |
| Performance-Based Options (2) |   | 2,645 |  |   | 92,593 |   |   | $ | 19.51 |  |   | 11/14/2024 |   |   |   |   |
| RSU (3)                  |   |   |   |   |   |   |   |   |   | 23,810 |  |   | $ | 448,819 |  |
|                          |   |   |   |   |   |   |   |   |   |   |   |   |
| John T. Perri                 |   |   |   |   |   |   |   |   |   |   |   |   |
| SAR (1)                       |   | 30,000 |  |   |   |   | $ | 33.76 |  |   | 12/12/2015 |   |   |   |   |
| SAR (1)                       |   | 30,000 |  |   |   |   | $ | 42.71 |  |   | 8/2/2017 |   |   |   |   |
| Performance-Based Options (2) |   | 2,010 |  |   | 70,371 |   |   | $ | 19.51 |  |   | 11/14/2024 |   |   |   |   |
| RSU (3)                  |   |   |   |   |   |   |   |   |   | 18,095 |  |   | $ | 341,091 |  |
|                          |   |   |   |   |   |   |   |   |   |   |   |   |
| W. Raymond Webb               |   |   |   |   |   |   |   |   |   |   |   |   |
| SAR (1)                       |   | 48,000 |  |   |   |   | $ | 33.76 |  |   | 12/12/2015 |   |   |   |   |
| SAR (1)                       |   | 20,000 |  |   |   |   | $ | 42.71 |  |   | 8/2/2017 |   |   |   |   |

|     |
|-----|
|     |  |
| (1) | Represents SAR held by each NEO as of December 31, 2014.  The actual number of shares to be issued to an NEO who exercises a SAR will be based on the net exercise value (that is, the market price per share of our stock on the date of exercise, minus the exercise price) times the number of SAR exercised, minus applicable taxes withheld in the form of shares.  At December 31, 2014, none of the outstanding SAR held by our NEOs were in-the-money. |
| (2) | Represents Performance-Based Options granted on November 14, 2014, pursuant to our 2014 Equity Incentive Plan.  The Performance-Based Options contain a market condition based on the achievement of a stock price target during the contractual term and vest monthly over a three year period.  The vested portion of the options may be exercised only if the 30-trading-day average closing sales price of the Company’s common stock equals or exceeds 125% of the grant date stock price.  The stock price contingency may be met any time before the options expire and it only needs to be met once for the Performance-Based Options to remain exercisable for the remainder of the term. |
| (3) | Represents RSU granted on November 14, 2014, pursuant to our 2014 Equity Incentive Plan.  These awards are subject to the NEOs continued employment or service with us.  These RSU will vest annually in four equal installments beginning on November 14, 2015, and may also vest earlier in connection with certain terminations of employment.  The market value of the RSU reported above is based on $18.85 per share, which was the closing market price of our common stock on December 31, 2014. |

----

|         |                                                                                                                                                                                        |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | The amount of such payment was based on the achievement of certain financial results that were subsequently the subject of a restatement that occurs within 12 months of such payment; |

|         |                                                                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | The executive officer had engaged in theft, dishonesty or intentional falsification of our documents or records that resulted in the obligation to restate our financial results; and |

|         |                                                                                                                        |
|---------|------------------------------------------------------------------------------------------------------------------------|
| • | A lower annual cash incentive would have been paid to the executive officer based upon the restated financial results. |

|         |                                                                                                                              |
|---------|------------------------------------------------------------------------------------------------------------------------------|
| • | provide for acceleration of the exercisability, vesting and/or settlement of any outstanding stock award or portion thereof; |

|         |                                                                                                                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | provide for the assumption, continuation or substitution of an outstanding stock award or portion thereof by a surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof; or |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | provide for any outstanding stock award or portion thereof denominated in shares of common stock to be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined) of common stock subject to such canceled stock award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the change in control, or (iii) other property which, in any such case, shall be in an amount having a fair market value equal to the fair market value of the consideration to be paid per share of common stock in the change in control, reduced (but not below zero) by the exercise or purchase price per share, if any, under such stock award. |

----

----

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name & Triggering Event   |   | Cash Payments (1) |   | Cash Payments for Standard Severance |   | RSU that would Vest |   | Total |
| John R. Hart                  |   |   |   |   |   |   |   |   |
| Termination with cause        |   | $ | 682,662 |  |   |   |   |   |   | $ | 682,662 |  |
| Termination without cause (3) |   | $ | 7,809,220 |  |   |   |   | $ | 1,346,437 |  |   | $ | 9,155,657 |  |
| Change in control             |   |   |   |   |   | $ | 1,346,437 |  | (2)  | $ | 1,346,437 |  |
| Death / disability            |   | $ | 8,109,220 |  |   |   |   | $ | 1,346,437 |  |   | $ | 9,455,657 |  |
|                          |   |   |   |   |   |   |   |   |
| Maxim C. W. Webb              |   |   |   |   |   |   |   |   |
| Termination with cause        |   | $ | 181,594 |  |   |   |   |   |   | $ | 181,594 |  |
| Termination without cause     |   | $ | 1,270,722 |  |   |   |   | $ | 448,819 |  |   | $ | 1,719,541 |  |
| Change in control             |   |   |   |   |   | $ | 448,819 |  | (2)  | $ | 448,819 |  |
| Death / disability            |   | $ | 481,594 |  |   |   |   |   |   | $ | 481,594 |  |
|                          |   |   |   |   |   |   |   |   |
| John T. Perri                 |   |   |   |   |   |   |   |   |
| Termination with cause        |   | $ | 125,529 |  |   |   |   |   |   | $ | 125,529 |  |
| Termination without cause     |   | $ | 953,656 |  |   |   |   | $ | 341,091 |  |   | $ | 1,294,747 |  |
| Change in control             |   |   |   |   |   | $ | 341,091 |  | (2)  | $ | 341,091 |  |
| Death / disability            |   | $ | 425,529 |  |   |   |   |   |   | $ | 425,529 |  |
|                          |   |   |   |   |   |   |   |   |
| W. Raymond Webb               |   |   |   |   |   |   |   |   |
| Termination with cause        |   | $ | 72,061 |  |   |   |   |   |   | $ | 72,061 |  |
| Termination without cause     |   | $ | 72,061 |  |   | $ | 145,212 |  |   |   |   | $ | 217,273 |  |
| Change in control             |   |   |   |   |   |   |   | $ | — |  |
| Death / disability            |   | $ | 372,061 |  |   |   |   |   |   | $ | 372,061 |  |

|     |
|-----|
|     |  |
| (1) | Cash payments include accrued vacation and personal days, payment of salary as stipulated by agreement, and life insurance in the case of death. |
| (2) | Assumes that the award is neither assumed or continued by the new controlling owner, nor replaced by a substituted award with respect to the new controlling owner’s stock. |
| (3) | Also represents payments due upon a change in control and a subsequent termination without cause. |

----

|                        |
|------------------------|
|                        |  |  |  |  |  |  |  |  |  |  |  |  |
| Name                   |   | Fees Earned Or Paid In Cash |   | Stock Awards(1) |   | Total |
| Kristina M. Leslie     |   | $ | 135,824 |  |   | $ | 49,985 |  |   | $ | 185,809 |  |
| Ronald Langley (2)     |   | $ | 40,000 |  |   |   |   | $ | 40,000 |  |
| Carlos C. Campbell     |   | $ | 113,516 |  |   | $ | 49,985 |  |   | $ | 163,501 |  |
| Julie H. Sullivan, PhD |   | $ | 104,119 |  |   | $ | 49,985 |  |   | $ | 154,104 |  |
| Kenneth J. Slepicka    |   | $ | 84,153 |  |   | $ | 49,985 |  |   | $ | 134,138 |  |
| Robert G. Deuster      |   | $ | 81,382 |  |   | $ | 49,985 |  |   | $ | 131,367 |  |
| Michael J. Machado     |   | $ | 81,308 |  |   | $ | 49,985 |  |   | $ | 131,293 |  |

|     |
|-----|
|     |  |
| (1) | Kristina M. Leslie, Julie H. Sullivan, PhD, Carlos C. Campbell, Robert G. Deuster, Michael J. Machado, and Kenneth J. Slepicka were each granted 2,202 RSU on June 3, 2014.  The total value of the stock awards is based on the closing market price of our common stock on the date of grant.  The directors held no other outstanding stock or option awards as of the end of the fiscal year, except Mr. Campbell and Mr. Slepicka who each held 5,000 SAR exercisable at $33.76. |
| (2) | Ronald Langley retired from our Board of Directors effective as of our 2014 Annual Meeting of Shareholders. |

----

|                                                                                            |
|--------------------------------------------------------------------------------------------|
|                                                                                            |  |  |  |  |  |
| Name and Address of Beneficial Owner                                                       | Number of Shares and Nature of Beneficial Ownership |   | Percentage Ownership |
| Named Executive Officers and Directors                                                     |   |   |   |
| John R. Hart(1) (15) (16)                                                                  | 283,101 |  |   | 1.2 | % |
| Maxim C. W. Webb (2) (15) (16)                                                             | 73,907 |  |   | * |
| John T. Perri (3) (15) (16)                                                                | 26,209 |  |   | * |
| W. Raymond Webb (4) (15)                                                                   | 60 |  |   | * |
| Carlos C. Campbell (5) (6)                                                                 | 2,205 |  |   | * |
| Robert G. Deuster (6)                                                                      | 5,337 |  |   | * |
| Michael J. Machado (6)                                                                | 2,205 |  |   | * |
| Kristina M. Leslie (6)                                                                     | 6,434 |  |   | * |
| Kenneth J. Slepicka (6)                                                                    | 7,291 |  |   | * |
| Julie H. Sullivan, PhD (6)                                                                 | 6,434 |  |   | * |
| Current Executive Officers and Directors as a Group (10 persons)                           | 413,183 |  |   | 1.8 | % |
|                                                                                       |   |   |   |
| 5% Shareholders                                                                            |   |   |   |
| Royce & Associates, LLC (7)745 Fifth Avenue, New York, NY 10151                        | 2,586,422 |  |   | 11.2 | % |
| RHJ International SA (8)Avenue Louise 326 1050 Brussels, Belgium                           | 2,311,338 |  |   | 10.0 | % |
| River Road Asset Management, LLC(9)462 S. 4th St., Ste 1600 Louisville, KY 40202           | 2,031,750 |  |   | 8.8 | % |
| Bank of Montreal(10)1 First Canadian Place Toronto, Ontario, Canada M5X 1A1                | 1,769,777 |  |   | 7.7 | % |
| BlackRock, Inc. (11)55 East 52nd Street, New York, NY 10022                           | 1,487,018 |  |   | 6.5 | % |
| The Vanguard Group (12)100 Vanguard Blvd. Malvern, PA 19355                                | 1,409,248 |  |   | 6.1 | % |
| Artisan Partners Holdings LP (13)875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202 | 1,225,901 |  |   | 5.3 | % |
| Central Square Management, LLC (14)1813 N. Mill Street, Suite F, Naperville, IL 60563      | 1,150,354 |  |   | 5.0 | % |

|     |
|-----|
|     |  |
| (1) | Represents 35,271 shares held in our 401(k) plan and 247,830 shares held directly.  The number of shares shown above does not include 53,996 shares held in a deferred compensation trust account.  U.S. Bank, N.A., as trustee of the grantor trust, has sole voting power over such shares.  This number also does not include 71,429 shares of RSU that will not vest within 60 days. |
| (2) | Represents 1,290 shares held in our 401(k) plan and 72,617 shares held directly.  The number of shares shown above does not include 1,375 shares held in a deferred compensation trust account.  U.S. Bank, N.A., as trustee of the grantor trust, has sole voting power over such shares.  This number also does not include 23,810 shares of RSU that will not vest within 60 days. |
| (3) | Represents 263 shares held in our 401(k) plan and 25,946 shares held directly.  This number does not include 18,095 shares of RSU that will not vest within 60 days. |
| (4) | The number shown above does not include 20,000 shares held in a deferred compensation trust account.  U.S. Bank, N.A., as trustee of the grantor trust, has sole voting power over such shares. |
| (5) | Represents 2,205 shares held directly.  The number of shares shown above does not include 2,644 shares held in a deferred compensation trust account.  U.S. Bank, N.A., as trustee of the grantor trust, has sole voting power over such shares. |
| (6) | The number of shares does not include 2,202 shares of RSU that will not vest until June 3, 2015. |
| (7) | Beneficial ownership of shares as reported on Schedule 13G/A filed with the SEC on January 15, 2015. |

----

|      |
|------|
|      |  |
| (8)  | Beneficial ownership of shares as reported on Schedule 13G/A filed with the SEC on March 13, 2015.  Kleinwort Benson Investors Dublin Limited (“Kleinwort Investors”) beneficially owned 2,311,338 shares, with shared voting and dispositive power over such shares.  Kleinwort Investors is a wholly owned subsidiary of Kleinwort Benson Group Limited (“Kleinwort Group”), which is a wholly owned subsidiary of RHJ International SA (“RHJ”).  As such, RHJ and Kleinwort Group may be deemed to beneficially own all shares beneficially owned by Kleinwort Investors. |
| (9)  | Beneficial ownership of shares as reported on Schedule 13D/A filed with the SEC on March 31, 2015.  River Road Asset Management, LLC beneficially owned 2,031,750 shares, with sole voting power over 1,629,543 shares and sole dispositive power over 2,031,750 shares. |
| (10) | Beneficial ownership of shares as reported on Schedule 13G/A filed with the SEC on February 13, 2015.  BMO Asset Management Corp. beneficially owned 1,677,921 shares, with sole voting power over 1,484,493 shares, shared voting power over 1,109 shares, and sole dispositive power over 1,677,921 shares.  BMO Harris Bank N.A. beneficially owned 91,856 shares, with sole voting power over 75,222 shares, shared voting power over 300 shares, and shared dispositive power over 91,856 shares.  Bank of Montreal is the ultimate parent company of BMO Asset Management, Corp., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and BMO Harris Bank N.A., a bank as defined in section 3(a)6 of the Securities Exchange Act of 1934, as amended.  As parent company, Bank of Montreal is deemed to beneficially own 1,769,777 shares held by its subsidiaries, with sole voting power over 1,559,715 shares, shared voting power over 1,409 shares, sole dispositive power over 1,677,921 shares, and shared dispositive power over 91,856 shares. |
| (11) | Beneficial ownership of shares as reported on Schedule 13G/A filed with the SEC on January 29, 2015.  BlackRock, Inc. beneficially owned 1,487,018 shares, with sole voting power over 1,419,690 shares, and sole dispositive power over 1,487,018 shares, which shares are reported by BlackRock, Inc. as a parent holding company of its subsidiaries. |
| (12) | Beneficial ownership of shares as reported on Schedule 13G/A filed with the SEC on February 11, 2015.  The Vanguard Group, Inc. beneficially owned 1,409,248 shares, with sole voting power over 32,459 shares, sole dispositive power over 1,378,089 shares, and shared dispositive power over 31,159 shares.  Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 31,159 shares as a result of its serving as investment manager of collective trust accounts.  Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 1,300 shares as a result of its serving as investment manager of Australian investment offerings. |
| (13) | Beneficial ownership of shares as reported on Schedule 13G/A filed with the SEC on January 30, 2015.  Artisan Partners Limited Partnership, an investment adviser (“Artisan Partners”), beneficially owned 1,225,901 shares, with shared voting power over 1,191,883 shares, and shared dispositive power over 1,225,901 shares, which includes 648,010 shares held by Artisan Partners Funds, Inc., an investment company. The statement indicates that such shares had been acquired on behalf of discretionary clients of Artisan Partners, persons other than Artisan Partners are entitled to receive all dividends from and proceeds from the sale of such shares.  Artisan Partners Holdings LP (“Artisan Holdings”), the sole limited partner of Artisan Partners, and Artisan Investments GP LLC, the general partner of Artisan Partners, may be deemed to beneficially own the shares held by Artisan Partners.  Artisan Partners Asset Management Inc., the general partner of Artisan Holdings, may be deemed to beneficially own all shares held by Artisan Holdings. |
| (14) | Beneficial ownership of shares as reported on Schedule 13D filed with the SEC on February 9, 2015.  Central Square Capital LP (“Central Square Capital”) beneficially owned 568,275 shares, with shared voting and dispositive power over 568,275 shares.  Central Square Capital Master LP (“Central Square Master”) beneficially owned 582,079 shares, with shared voting and dispositive power over 582,079 shares.  Central Square GP LLC (“Central Square GP”) as the general partner of Central Square Capital, may be deemed the beneficial owner of the 568,275 shares owned by Central Square Capital.  Central Square GP II LLC (“Central Square GP II”), as the general partner of Central Square Master, may be deemed the beneficial owner of the 582,079 shares owned by Central Square Master.  Central Square Management LLC (“Central Square Management”), as the investment manager of each of Central Square Capital and Central Square Master, may be deemed the beneficial owner of the (i) 568,275 shares owned by Central Square Capital and (ii) 582,079 shares owned by Central Square Master.  Mr. Cardwell, as the managing member of each of Central Square GP, Central Square GP II and Central Square Management, may be deemed the beneficial owner of the (i) 568,275 shares owned by Central Square Capital and (ii) 582,079 shares owned by Central Square Master |
| (15) | Shares shown as beneficially owned by the NEO do not include shares issuable upon exercise of SAR, which are exercisable or may be exercised within 60 days of April 2, 2015, because none of the outstanding SAR were in-the-money as of April 2, 2015.  As of April 2, 2015, the total number of SAR held by NEOs were 1,566,625 and held as follows: (a) 1,257,534 SAR for Mr. Hart, (b) 181,091 SAR for Mr. M. Webb, (c) 60,000 SAR for Mr. Perri, and (d) 68,000 SAR for Mr. R. Webb.  The actual number of shares to be issued to a NEO who exercises a SAR will be based on the net exercise value (that is, the market price per share of our stock on the date of exercise, minus the exercise price) times the number of SAR exercised, minus applicable taxes withheld in the form of shares. |
| (16) | Shares shown as beneficially owned by the NEO do not include shares issuable upon exercise of Performance-Based Options, which are not exercisable within 60 days of April 2, 2015, because none of the vested Performance-Based Options can meet the stock price contingency within 60 days of April 2, 2015.  As of April 2, 2015, the total number of Performance-Based Options held by NEOs was 453,333, of which 12,592 had vested.  The Performance-Based Options were held as follows: (a) 285,714 total Performance-Based Options (7,936 vested) for Mr. Hart, (b) 95,238 total Performance-Based Options (2,645 vested) for Mr. M. Webb, and (c) 72,381 total Performance-Based Options (2,010 vested) for Mr. Perri. |

----

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |
|                                                          |   | (a) |   | (b) |   | (c) |
| Plan Category                                                 |   | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights |   | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |   | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| Equity Compensation Plans approved by security holders(1)     |   | 2,192,089 |  |   | $ | 30.61 |  |   | 865,034 |  |
| Equity Compensation Plans not approved by security holders(2) |   |   |   |   |   |   |

|     |
|-----|
|     |  |
| (1) | Represents the total number of underlying shares that could be issued upon the exercise of SAR, the vesting of RSU granted, the exercise of vested Performance-Based Options, the vesting of Performance-Based Options granted, and awards available for future issuances under our 2014 Equity Incentive Plan.  In accordance with SEC disclosure rules, the weighted-average exercise price reported in column (b) does not take into account RSU because they have no exercise price.  The actual number of shares to be issued to a grantee who exercises each SAR will be based on the net exercise value (that is, the market value price per share of our stock on the date of exercise, minus the exercise price) times the number of SAR exercised, minus applicable taxes withheld in the form of shares.  The actual number of shares to be issued to a grantee of vested RSU will be based on the total number of shares of stock issued at vesting, minus applicable taxes withheld in the form of shares.  The actual number of shares to be issued to a grantee who exercises vested Performance-Based Options, after the price contingency has been met, will be based on the exercise value times the number of Performance-Based Options exercised, minus applicable taxes withheld in the form of shares.  At December 31, 2014, none of the outstanding SAR issued were in-the-money and therefore no additional shares would be issued upon assumed exercise of the SAR.  As of December 31, 2014, there were no Performance-Based Options exercisable as the market condition had not been met and therefore no additional shares would be issued upon assumed exercise of the Performance-Based Options.  Of the 2.2 million shares of stock to be issued upon exercise of outstanding awards, 1.6 million shares are underlying outstanding SAR that are fully vested and 12,592 shares are underlying Performance-Based Options that are fully vested. |
| (2) | We have no equity compensation plans that have not been approved by our shareholders. |

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|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |
|               | 2014 |   | 2013 |
| Audit Fees         | $ | 1,975,290 |  |   | $ | 1,463,674 |  |
| Tax Fees           | 446,386 |  |   | 314,098 |  |
| Audit-Related Fees | 137,172 |  |   | 1,031,916 |  |
| Total              | $ | 2,558,848 |  |   | $ | 2,809,688 |  |

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|    |
|----|
|    |  |
| 1. | At the earliest possible date, management shall inform the Audit Committee of each audit or non-audit service which management desires our independent registered public accounting firm to perform; |
| 2. | Management shall promptly provide to the Audit Committee detailed information about the particular services to be provided by our independent registered public accounting firm; |
| 3. | The supporting documentation provided to the Audit Committee by management shall be sufficiently detailed so that the Audit Committee knows precisely what services it is being asked to pre-approve; and |
| 4. | The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee.  All such pre-approvals shall be presented to the full Audit Committee at the Audit Committee’s next scheduled meeting. |

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|               |
|---------------|
|               |  |  |  |
| ExhibitNumber |   | Description |
| 31.3          |  |   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.4          |  |   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

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|       |
|-------|
|       |  |  |
| Date: | April 30, 2015 | PICO Holdings, Inc.By:  /s/ John R. HartJohn R. HartChief Executive OfficerPresident and Director |

|                              |
|------------------------------|
|                              |  |
| /s/ Kristina M. Leslie       | Chair of the Board |
| Kristina M. Leslie           |   |
|                         |   |
| /s/ John R. Hart             | Chief Executive Officer, President and Director |
| John R. Hart                 | (Principal Executive Officer) |
|                         |   |
| /s/ Maxim C. W. Webb         | Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
| Maxim C. W. Webb             | (Principal Financial Officer) |
|                         |   |
| /s/ John T. Perri            | Vice President, Chief Accounting Officer |
| John T. Perri                | (Principal Accounting Officer) |
|                         |   |
| /s/ Carlos C. Campbell       | Director |
| Carlos C. Campbell           |   |
|                         |   |
| /s/ Robert G. Deuster        | Director |
| Robert G. Deuster            |   |
|                         |   |
| /s/ Michael J. Machado       | Director |
| Michael J. Machado           |   |
|                         |   |
| /s/ Kenneth J. Slepicka      | Director |
| Kenneth J. Slepicka          |   |
|                         |   |
| /s/ Julie H. Sullivan, Ph.D. | Director |
| Julie H. Sullivan, Ph.D.     |   |