SCHN 2017 Proxy Statement

Compensation of Executive Officers Grants of Plan-Based Awards in Fiscal 2017 Name Grant Date Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Shares of Stock or Units (#) (3) Grant Date Fair Value of Stock Awards ($) (4) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Tamara L. Lundgren 4/27/2017 22,617 45,233 90,466 46,542 1,749,967 11/1/2016 18,056 36,112 72,224 37,154 1,749,963 — 1,650,000 4,950,000 36,952 147,809 147,809 Richard D. Peach 4/27/2017 6,203 12,406 24,812 12,765 479,962 11/1/2016 4,952 9,904 19,808 10,191 479,970 126,215 504,862 1,009,723 12,322 49,288 49,288 Michael R. Henderson 4/27/2017 4,846 9,692 19,384 9,973 374,973 11/1/2016 3,869 7,737 15,474 7,961 374,948 105,793 423,173 846,346 10,479 41,914 41,914 Steven G. Heiskell 4/27/2017 4,846 9,692 19,384 9,973 374,973 11/1/2016 3,869 7,737 15,474 7,961 374,948 78,981 315,923 631,847 7,834 31,334 31,334 Peter B. Saba 4/27/2017 3,231 6,461 12,922 6,648 249,963 11/1/2016 2,579 5,158 10,316 8,279 319,948 66,875 267,500 535,000 6,543 26,172 26,172 (1) All amounts reported in these columns represent the potential incentive plan payable for performance in fiscal 2017 under the Company’s AICP or the APBP under the CEO’s employment agreement and the potential incentive plan payable for performance under the Company’s PIBP (after giving effect to the PIBP’s “gateway” mechanism under which the NEOs’ earnings for the first quarter of fiscal 2017 were ineligible) as reflected in the second row of the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column. The Committee annually approves target incentive plan levels as a percentage of either base salary as of the end of the fiscal year (for the CEO) or base salary actually paid during the fiscal year (for the other NEOs). The total target bonus percentage for Ms. Lundgren under the APBP was 150%. The target bonus percentages for all other NEOs under the AICP remained unchanged for fiscal 2017 for Mr. Peach at 80% and for Mr. Saba at 65%; and increased for Mr. Henderson, 75% to 80%; and for Mr. Heiskell, 65% to 70%. For Messrs. Peach, Henderson, Heiskell and Saba, the Committee retained discretion to pay bonuses below the stated threshold and above the stated maximum amounts. See “Compensation Discussion and Analysis – Annual Incentive Programs.” Bonus amounts earned based on fiscal 2017 performance are included under the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table.” (2) All amounts reported in these columns represent LTIP performance share awards granted in fiscal 2017 under the Company’s respective LTIP award agreements and the potential incentive plan payable based on performance during fiscal years 2017, 2018 and 2019. See “Compensation Discussion and Analysis – Long Term Incentive Program.” (3) Represents RSUs granted under the Company’s SIP. RSUs generally vest ratably over five years, subject to continued employment. Vesting may be accelerated in certain circumstances, as described under “Potential Payments Upon Termination or Change in Control.” (4) Represents the aggregate grant date fair value of RSUs and LTIP performance share awards computed in accordance with FASB ASC Topic 718. 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 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. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2017 We entered into an employment agreement with our CEO in connection with her initial employment. See “Compensation Discussion and Analysis – Employment Agreements” above for a description of the material terms of her employment agreement. 54 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement