SCHN 2017 Proxy Statement

Proposal No. 1 – Election of Directors Tamara L. Lundgren Age: 60 Director Since: 2008 Company Board Committees: • None (Ms. Lundgren is the Company’s CEO) Qualifications and Skills to Serve as a Director: Other Public Company Directorships: • Ryder System, Inc., Member of Audit and Corporate Governance & Nominating Committees • Chief Executive Officer of Schnitzer Steel Industries, Inc. • Expertise in commodities, strategic planning and analysis, finance, operations, change management, international business, government and community relations, mergers and acquisitions, and investment banking • Public company board and committee experience Ms. Lundgren has served as President, Chief Executive Officer and a Director of the Company since December 2008. Ms. Lundgren joined the Company in September 2005 as Vice President and Chief Strategy Officer, and held positions of increasing responsibility including President of Shared Services and Executive Vice President and Chief Operating Officer. Prior to joining the Company, Ms. Lundgren was a managing director in investment banking at JPMorgan Chase, which she joined in 2001. From 1996 until 2001, Ms. Lundgren was a managing director of Deutsche Bank AG in New York and London. Prior to joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of Hogan Lovells (formerly Hogan & Hartson, LLP) in Washington, D.C. Ms. Lundgren also currently serves as Chair of the Federal Reserve Bank of San Francisco, Portland Branch. She earned her B.A. from Wellesley College and her J.D. from the Northwestern University School of Law. Corporate Governance The Company is committed to strong corporate governance. The Company is governed by a Board of Directors and Committees of the Board that meet throughout the year. Directors discharge their responsibilities at Board and Committee meetings and also through other communications with management. Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (the “N&CG Committee”), each of which has a written charter adopted by the Board of Directors, copies of which are posted on our website at The Board of Directors has also adopted Corporate Governance Guidelines which are posted on our website. Under our Corporate Governance Guidelines, committee members are appointed annually and the chairs of, and director membership on, committees are periodically rotated based on the skills, desires, and experiences of the members of the Board. Director Independence The Board of Directors has determined that David J. Anderson, Wayland R. Hicks, Rhonda D. Hunter, David L. Jahnke, Judith A. Johansen, William D. Larsson, and Michael W. Sutherlin are “independent directors” as defined by our Corporate Governance Guidelines and NASDAQ listing requirements. Accordingly, a majority of the directors have been determined to be independent directors. The independent directors regularly meet in executive sessions at which only independent directors are present. The independent directors serve on the following committees: Board Committees Director Audit Compensation Nominating & Corporate Governance David J. Anderson ‹ ‹ Wayland R. Hicks ‹ ‹ Rhonda D. Hunter ‹ ‹ David L. Jahnke C ‹ Judith A. Johansen C ‹ William D. Larsson ‹ C Michael W. Sutherlin ‹ ‹ ‹ = Member C = Chair Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 23