SCHN 2017 Proxy Statement

Compensation of Executive Officers Summary Compensation Table The following table sets forth certain information concerning compensation of the NEOs during the fiscal years ended August 31, 2015, 2016, and 2017. Name and Principal Position Year Salary ($) Bonus ($) (1) Stock Awards ($) (2) Non-Equity Incentive Plan Compensation ($) (3) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) All Other Compensation ($) (5) Total ($) Tamara L. Lundgren President and Chief Executive Officer 2017 1,014,615 — 3,499,930 4,025,309 244,373 54,212 8,838,439 2016 1,000,000 — 4,299,969 1,519,570 218,051 32,963 7,070,553 2015 1,000,000 — 3,578,401 727,500 172,803 30,345 5,509,049 Richard D. Peach Senior Vice President, Chief Financial Officer and Chief of Corporate Operations 2017 634,108 — 959,932 831,823 — 24,213 2,450,076 2016 618,000 — 959,935 451,410 — 30,622 2,059,967 2015 614,192 196,542 981,475 — — 23,125 1,815,334 Michael R. Henderson Senior Vice President and Co-President, AMR and CSS 2017 539,365 — 749,921 702,064 — 25,022 2,016,372 2016 525,000 — 749,955 349,669 — 43,981 1,668,605 2015 519,712 155,913 766,780 — — 23,062 1,465,467 Steven G. Heiskell Senior Vice President and Co-President, AMR 2017 460,861 — 749,921 524,174 — 13,060 1,748,016 2016 438,462 — 749,955 259,754 — 12,972 1,461,143 2015 366,827 69,154 255,594 — — 12,433 704,008 Peter B. Saba Senior Vice President, General Counsel and Corporate Secretary 2017 413,885 — 569,911 440,797 — 19,599 1,444,192 (1) Amounts for fiscal 2015 reflect bonuses paid under the Company’s Performance Improvement Bonus Pool to NEOs (other than the CEO) resulting from discretion exercised by the Compensation Committee following completion of the fiscal year to reward contributions to the productivity improvement and cost savings initiatives implemented in fiscal 2015 that have led to improvements in the Company’s sustainable operating performance and the successful implementation of the AMR integration by the fiscal 2015 year-end. (2) Represents the aggregate grant date fair value of stock awards granted during each of the years computed in accordance with FASB ASC Topic 718. These amounts reflect the grant date fair value and may not correspond to the actual value that will be realized by the NEOs. Stock awards consist of RSUs and LTIP performance shares. The grant date fair value of the RSUs is equal to the value of the underlying restricted shares based on the closing market price of the Company’s Class A common stock on the Nasdaq Global Select Market on the grant date. The grant date fair value of the LTIP performance share awards under the CFROI metric is calculated by multiplying the target number of shares issuable under the award by the closing market price of the Company’s Class A common stock on the grant date. The grant date fair value of the LTIP performance share awards under the TSR metric is estimated using a Monte-Carlo simulation model. If the maximum number of shares issuable under LTIP performance share awards had been used in this calculation in lieu of the target number of shares, the amounts in the table for fiscal 2017 would have been: Ms. Lundgren, $5,249,895; Mr. Peach, $1,439,883; Mr. Henderson, $1,124,867; Mr. Heiskell, $1,124,867; and Mr. Saba, $819,869. (3) Non-Equity Incentive Plan Compensation in fiscal 2017 consists of amounts paid under the AICP and the APBP and amounts paid under the PIBP for the first half of fiscal 2017. See “Compensation Discussion and Analysis – Annual Incentive Programs.” (4) Represents changes in the actuarial present value of accumulated benefits under the Pension Retirement Plan and the SERBP for each of the years presented using the same pension plan measurement date used for financial statement reporting purposes. (5) Includes for fiscal 2017 Company matching contributions to the account of each NEO under the 401(k) Plan in the following amounts: Ms. Lundgren, Mr. Peach, Mr. Heiskell, Mr. Henderson, $10,600; and Mr. Saba $17,363. Includes for fiscal 2017 amounts paid for out-of-pocket medical expenses under the supplemental executive medical benefits plan in the following amounts: Ms. Lundgren, $28,563. Includes for fiscal 2017 premiums paid for life, disability and other insurance in the following amounts: Ms. Lundgren, $5,449; Mr. Peach, $3,423; Mr. Henderson, $2,912; Mr. Heiskell, $2,460; and Mr. Saba, $2,237. Includes for fiscal 2017 automobile allowance and fuel purchase fringe benefits in the following amounts: Ms. Lundgren, $9,600; Mr. Peach, $10,190; and Mr. Henderson, $11,511. Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 53