SCHN 2017 Proxy Statement

Compensation Discussion and Analysis Compensation Component Period Earned Realizable Amount Performance Results Base Salary FY17 1,014,615 The CEO’s base salary was increased from $1.0 million to $1.1 million in July 2017, the first base salary increase for the CEO since May 2011. Annual Incentive FY17 4,025,309 Represents the sum of (i) a payout of $3,877,500 under the APBP equal to 2.35x of APBP target, reflecting both the Company’s fiscal 2017 financial performance and the level of achievement of the management objectives component of the CEO’s bonus program, and (ii) a payout of $147,809 for amounts earned in fiscal 2017 under the PIBP based on achievement of Company performance metrics for the first half of fiscal 2017. Performance-Based Stock Vested FY17 — No performance shares vested in fiscal 2017 as a result of the change from a two-year to a three-year performance period beginning with the fiscal 2016 grant cycle. Time-Based Restricted Stock Units Vested FY17 2,212,417 Represents the vesting of each of the time-based RSU awards granted in fiscal 2012, 2013, 2014, 2015 and 2016. The Company uses restricted stock units to retain top talent and further align the interests of management with those of shareholders. The grants generally vest 20% per year over five years. Shares valued based on share price at August 31, 2017 of $26.90. Total $7,252,341 The following charts further illustrate the difference between the SCT compensation and realizable pay of our CEO and our other NEOs, as of August 31, 2017, based on an average of the past three years. CEO Total Compensation (as reported in SCT vs Realizable Pay) Average NEO Excluding CEO Total Compensation (as reported in SCT vs Realizable Pay) - 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 - 1.0 FY2017 3-Year Average 2.0 3.0 4.0 5.0 8.0 7.0 6.0 SCT Compensation Compensation ($ million) Compensation ($ million) Realizable Pay FY2017 3-Year Average SCT Compensation Realizable Pay 21% Lower 28% Lower Measurement Definitions SCT Compensation Amount as reflected in the “Total” column of the SCT. Realizable Pay Sum of (i) annual base salary; (ii) annual cash incentive earned during the period; (iii) performance-based equity awards vested during the period; and (iv) time-based equity awards vested during the period. All equity awards are valued based on the Company’s share price at August 31, 2017 ($26.90). 42 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement