Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2022, the Board of Directors (the "Board") of Schnitzer Steel Industries, Inc. (the "Company") increased the number of authorized directors from seven to eight and elected Leslie L. Shoemaker to serve as a Class I director with a term expiring at the Company's 2023 annual meeting of shareholders. Dr. Shoemaker was also appointed to serve on the Nominating & Corporate Governance Committee of the Board.

Dr. Shoemaker is the President of Tetra Tech, Inc. (NASDAQ: TTEK), a leading, global provider of consulting and engineering services in the areas of water, environment, infrastructure, resource management, energy, and international development. Dr. Shoemaker joined Tetra Tech in 1991 and has served in various technical and operational capacities of increasing responsibility, including Group President, Chief Strategy Officer, and Growth Initiatives Leader. Dr. Shoemaker also serves as Tetra Tech's Chief Sustainability Officer, designing and leading the Company's sustainability program. Dr. Shoemaker holds a BA in Mathematics from Hamilton College, an MEng from Cornell University, and a PhD in Agricultural Engineering from the University of Maryland. Dr. Shoemaker was recently elected to the National Academy of Engineering.

As a non-employee director, Dr. Shoemaker will participate in the Company's non-employee director compensation arrangements as described in the Company's 2022 annual meeting proxy statement filed with the Securities and Exchange Commission ("SEC") on December 15, 2021. In connection with her election to the Board, Dr. Shoemaker received a prorated stock award consisting of 1,952 Deferred Stock Units with a grant date value of $90,202. In addition, it is expected that Dr. Shoemaker will enter into the Company's standard form of indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 3, 2016 and is incorporated herein by reference.

There is no arrangement or understanding between Dr. Shoemaker and any other persons pursuant to which such director was selected as a director nor are there any family relationships between Dr. Shoemaker and any of the Company's executive officers and directors. In addition, there are no transactions involving the Company and Dr. Shoemaker that are reportable pursuant to Item 404(a) of Regulation S-K.

On April 27, 2022, the Company issued a press release announcing the election of Dr. Shoemaker, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.




Item 9.01      Financial Statements and Exhibits

(d)           Exhibits

  99.1              Press Release of Schnitzer Steel Industries, Inc. issued on

April 27, 2022.

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