SCHN 2018 Proxy Statement

Proposal No. 1 – Election of Directors Communication with Directors Shareholders and other interested parties may communicate with any of the directors, including our lead independent director, by using the following address: Board of Directors Schnitzer Steel Industries, Inc. 299 SW Clay Street, Suite 350 Portland, OR 97201 Non-Employee Director Compensation Our non-employee directors receive cash compensation as well as equity compensation in the form of DSUs for their Board service. Compensation for our non-employee directors is set by the Board at the recommendation of the Compensation Committee. Guiding Principles • Fairly compensate directors for their responsibilities and time commitments. • Attract and retain highly qualified directors by offering a compensation program consistent with those at companies of similar size, scope and complexity. • Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and setting an expectation pursuant to the Corporate Governance Guidelines that directors acquire and continue to own our common stock with a value equal to five times the director’s annual cash retainer. • Provide compensation that is simple and transparent to shareholders. Review Process The Compensation Committee, which consists solely of independent directors, periodically assesses the form and amount of non-employee director compensation and recommends changes, if appropriate, to the Board based upon competitive market practices. The Compensation Committee’s independent compensation consultant also supports the Compensation Committee in determining director compensation and designing the related benefit programs. As part of its periodic review, the Compensation Committee conducts extensive benchmarking by reviewing director compensation data for the executive compensation peer group described in “Competitive Market Overview” on page 38. Annual Compensation The following table sets forth certain information concerning compensation paid to directors other than Ms. Lundgren, our CEO, during the fiscal year ended August 31, 2018 (unless otherwise noted in the footnotes to the table). Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) David J. Anderson (4) 29,361 — — — 29,361 John D. Carter 300,000 — — (3) — 300,000 Wayland R. Hicks 105,000 119,993 — — 224,993 Rhonda D. Hunter 65,421 119,993 — — 185,414 David L. Jahnke 92,547 119,993 — — 212,540 Judith A. Johansen 92,547 119,993 — — 212,540 William D. Larsson 85,805 119,993 — — 205,798 Michael W. Sutherlin 75,805 119,993 — — 195,798 Notice of Annual Meeting of Shareholders and 2018 Proxy Statement | 29