2023 PROXY STATEMENT
Letter to Our Stockholders Dear Fellow Stockholders, On behalf of Hyzon Motors Inc.’s Board of Directors, it is my pleasure to invite you to attend the 2023 Annual Meeting of Stockholders, which will be held at 9:00 AM, Eastern Time, on August 23, 2023, via live webcast. Stockholders must register for this webcast at www.proxydocs.com/HYZN; upon registration, you will receive a unique URL by email that you can use to gain access to the meeting. Over the past twelve months, Hyzon has experienced a significant transformation. We restructured, integrated, and simplified our Company, strengthened our governance, and built a strong foundation to advance our proprietary fuel cell technology and our fuel cell electric vehicle (“FCEV”) platforms in targeted markets. This has included adding depth to both our executive team and our Board of Directors, with the addition of talented and experienced leaders to each who are excited to join our mission at this critical time. With this foundation in place, we have begun to execute on our newly focused strategic plan, which centers on our core strength – developing and commercializing our distinct fuel cell technology. Throughout the year, we have invested in the commercialization of our proprietary single stack 200kW fuel cell, which we believe will be a significant industry breakthrough due to its weight, size, cost, power, and fuel efficiency advantages. Further, we prioritized hiring and capital spend to advance the development of the 200kW fuel cell system and build out our manufacturing capacity in our Bolingbrook, IL facility, while discontinuing a significant number of vehicle research and development programs that were not vital to the FCEV powertrain. In support of this technology development focus, we simplified our vehicle offering, engineering organization, and assembly model. We rationalized our product portfolio from over 20 distinct vehicle variants to one vehicle platform in each of our newly determined target markets: the conventional truck in the US, the cabover truck in Europe, and the rigid truck, the base for our refuse vehicle, in Australia. Additionally, we streamlined our 200kW powertrain around modular standardized components, which are designed to require minimum modifications across all three platforms. This simplifies our global supply chain and inventory management, serviceability and maintenance, and allows us to remain asset-light by leveraging thirdparty vehicle assemblers. We are grateful as well to have the continued support of our customers and suppliers across the fuel cell, vehicle and hydrogen infrastructure value chain, as we now transition into commercialization of our core FCEV truck platforms with customers in each region. We continue to work closely in North America, Europe and Australia & New Zealand with our anchor and trial customers with the aim of advancing our commercial pipeline forward based on our re-focused strategy and execution plan. We now have over a year of real customer trial experience on our heavy-duty FCEV powertrain, across a full range of customer use cases and external environments. I am excited by the significant strides we have made to date, both in the advancement of our 200kW fuel cell technology and in the commercialization of our heavy-duty FCEVs. In the past few months, we have achieved several milestones, including: • We announced an agreement with food and foodservice distribution company, Performance Food Group, for five Hyzon Class 8 110kW FCEVs, with an additional 15 200kW FCEVs, conditional on a successful vehicle trial. • We completed assembly and testing of nine single stack 200kW fuel cell system B-samples, keeping us on-track to declare start of production in the second half of 2024. • We announced commencement of our initial commercial vehicle deployments into trial in Europe with Hylane in Germany and Juve in Austria. • We announced receiving ISO certification for our Rigid truck platform developed in Australia, which we anticipate deploying into its first customer commercial trial this year. I am thankful for the support and commitment of our stockholders, employees, customers, and partners throughout the past year. With focused strategy and precise execution, we believe Hyzon is ready to lead the transition to hydrogen-powered heavy-duty mobility. Once you have read the attached proxy statement, we ask for your vote for the proposals to elect the proposed slate of directors, and to ratify the appointment of our independent registered public accounting firm, KPMG. We look forward to you joining us at the Annual Meeting of Stockholders of the Company. Best, Parker Meeks CEO July 14, 2023
Notice of the 2023 Annual Meeting of Stockholders To Our Stockholders: This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors (the “Board”) of Hyzon Motors Inc., a Delaware corporation (“we,” “us,” “our,” “Hyzon” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company. Our Annual Meeting of Stockholders of the Company will be held virtually at 9 AM Eastern Time, on Wednesday, August 23, 2023, and any adjournments or postponements thereof (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to stockholders on or about July 14, 2023. Questions and Answers About the Proxy Materials and the Annual Meeting Why am I receiving these materials? Our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by Internet or telephone. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial owners at the close of business on July 6, 2023, which is the record date for the Annual Meeting (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoid processing delays and ensure their votes are counted. What items of business will be addressed at the Annual Meeting? Two proposals will be voted on at the Annual Meeting: • The election of three directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified; and • The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023. Additionally, the Annual Meeting will consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. Stockholders of record at the close of business on July 6, 2023 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. Your vote is very important, and it is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the instructions on pages 2 and 3 of the attached Proxy Statement regarding your voting options. By Order of the Board of Directors, /s/ John Zavoli John Zavoli Secretary, General Counsel and Chief Legal Officer
Table of Contents Proxy Statement 1 Information Concerning Voting and Solicitation 1 Questions and Answers About the Proxy Materials and the Annual Meeting 1 Proposal 1 — Election of Directors 6 Director Nominees 6 Corporate Governance 8 Executive Officers and Directors 8 Director Independence 11 Board Diversity 13 Board of Director Meetings 13 Certain Relationships and Related Transactions 13 Related Person Transaction Approval 18 Board Leadership Structure 19 Role of Board in Risk Oversight 19 Board Committees 20 Audit Committee 20 Compensation Committee 21 Nominating & Corporate Governance Committee 22 ESG Committee 22 Limitation on Liability and Indemnification of Directors and Officers 23 Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors 23 Insider Trading 24 Corporate Governance Documents 24 Environmental, Social, and Governance (ESG) 24 Director Compensation 24 Executive Compensation 26 2022 Summary Compensation Table 26 Additional Narrative Disclosure 27 Outstanding Equity Awards at 2022 Year End 30 Additional Narrative Disclosure 30 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 32 Report of the Audit Committee 34 Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm 35 Pre-approval Policies and Procedures 35 Principal Accounting Fees and Services 35 Delinquent Section 16(a) Reports 37 Stockholder Nominees and Proposals for the 2024 Annual Meeting 38 Other Matters 39 Note Regarding Forward-Looking Statements 40
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Proxy Statement Information Concerning Voting and Solicitation This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors (the “Board”) of Hyzon Motors Inc., a Delaware corporation (“we,” “us,” “our,” “Hyzon” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company to be held virtually on Wednesday, August 23, 2023 at 9:00 AM Eastern Time, and any adjournments or postponements thereof (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to stockholders on or about July 14, 2023, as we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. The Notice directs stockholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. The Company will bear the cost of soliciting proxies. In addition to soliciting proxies by mail, certain officers and employees of the Company, without extra compensation, may also solicit proxies personally or by telephone. Copies of proxy solicitation materials will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of shares held in their names. Shares that are properly voted online or by telephone or for which proxy cards are properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no instructions are given, shares will be voted “FOR” the election of each of the named nominees for director (Proposal 1), and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm (Proposal 2). A stockholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote at the meeting or by delivering to John Zavoli, Secretary, Hyzon Motors Inc., 475 Quaker Meeting House Road, Honeoye Falls, NY 14472, either an instrument of revocation or an executed proxy bearing a later date. Questions and Answers About the Proxy Materials and the Annual Meeting Why am I receiving these materials? Our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by Internet or telephone. In accordance with the rules of the SEC we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial owners at the close of business on July 6, 2023, which is the record date for the Annual Meeting (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoid processing delays and ensure their votes are counted. What items of business will be addressed at the Annual Meeting? Two proposals will be voted on at the Annual Meeting: • The election of three directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified; and • The ratification of the appointment KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023. Additionally, the Annual Meeting will consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. Hyzon Motors 2023 Proxy Statement | 1
What are the Board’s recommendations? Our Board recommends that you vote: • The election “FORALL” of the director nominees; and • “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023. Will there be any other items of business on the agenda? We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the meeting. Those persons intend to vote the proxy in accordance with their best judgment. Who is entitled to vote? Stockholders of record at the close of business on the Record Date, July 6, 2023, may vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of the Company’s common stock held as of the Record Date. A list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose related to the Annual Meeting, for ten days prior to the Annual Meeting at our offices located at 475 Quaker Meeting House Road, Honeoye Falls, NY 14472. Please contact our Secretary by telephone at (502) 352-7578 if you wish to inspect the list of stockholders prior to the Annual Meeting. This list will also be available for examination during the Annual Meeting using the control number included in your proxy materials. What is the difference between holding shares as a stockholder of record and as a beneficial owner? Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company (“Continental”), you are considered, with respect to those shares, the stockholder of record. The Notice has been sent directly to youbyus. Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. The Notice has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. How do I vote? You may vote using any of the following methods: By Internet — Stockholders of record may submit proxies by following the Internet voting instructions on their proxy materials prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their broker, bank, or nominee. Please check the voting instruction form for Internet voting availability. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible. By Telephone — Stockholders of record may submit proxies by following the telephone voting instructions on their proxy materials prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their broker, bank, or nominee. Please check the voting instruction form for telephone voting availability. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. ByMail — If you would like to receive a paper copy of the proxy card, you must request one. Stockholders of record may submit paper proxies by completing, signing, and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Sign your name exactly as it appears on the proxy. If you return your signed proxy but do not indicate your voting preferences, your shares will be 2 | Hyzon Motors 2023 Proxy Statement
voted on your behalf “FOR ALL” nominees in Proposal 1, and “FOR” Proposal 2. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing, and dating the voting instruction forms provided by their broker, bank, or other nominee. At the Virtual Meeting — Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.proxydocs.com/HYZN and using the control number included on your proxy materials. If you have already voted previously by Internet or telephone, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted electronically at the Annual Meeting only if you obtain a legal proxy from the broker, bank, or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting via live audio webcast, we recommend that you also submit your proxy or voting instructions or vote by Internet, telephone, or mail prior to the meeting so that your vote will be counted if you later decide not to attend or vote at the meeting. Can I change my vote or revoke my proxy? You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by Internet or telephone, you may change your vote or revoke your proxy with a later Internet or telephone proxy. If you are a stockholder of record and submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote at the Annual Meeting. If you are a beneficial owner of shares held in street name and you wish to change or revoke your vote, you must obtain a legal proxy through your broker, bank or nominee and present it to Continental at least two weeks in advance of the Annual Meeting. Please consult the voting instructions or contact your broker, bank or nominee. How are votes counted? For Proposal 1, the election of directors, you may vote “FOR” the nominees, or your vote may be “WITHHELD” with respect to any or all the nominees. “WITHHELD” votes will not affect the outcome. For Proposal 2, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023, you may vote “FOR,” vote “AGAINST”, or “ABSTAIN.” An abstention has the same effect as a vote “AGAINST” this proposal. If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction form with no further instructions, your shares will be voted in accordance with the recommendations of the board of directors (the election “FOR ALL” of the nominees to the board of directors and “FOR” the ratification of the appointment of KPMG LLP. What vote is required to approve each item? For Proposal 1, the election of directors, the three nominees receiving the most affirmative “FOR” votes will be elected. Proposal 2, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023, requires the affirmative “FOR” vote of the holders of a majority of the voting power present or represented by proxy at the Annual Meeting and entitled to vote on the question. If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker or nominee does not have discretionary authority to vote on that matter without instructions from the beneficial owner and instructions are not given. Discretionary items are proposals considered “routine” under the rules of The NASDAQ Stock Market, LLC (“Nasdaq”), such as the ratification of the appointment of our independent auditors, and therefore, broker non-votes are not expected to exist with respect to this proposal. Proposal 1, the election of the three nominee directors, is considered a “non-routine” item for which brokers and nominees do not have discretionary power to vote and, therefore, broker non-votes may exist with respect to the “non-routine” proposal. Proposal 2, ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023, is considered Hyzon Motors 2023 Proxy Statement | 3
a “routine” item for which brokers and nominees do have discretionary voting power. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained. Is cumulative voting permitted for the election of directors? Stockholders may not cumulate votes in the election of directors, which means that each stockholder may vote no more than the number of shares he or she owns for a single nominee. What constitutes a quorum? The holders of a majority of the voting power of the common stock issued and outstanding and entitled to vote on the Record Date, present or represented by proxy at the Annual Meeting, shall constitute a quorum. As of the close of business on the Record Date, there were 244,717,510 shares of our common stock outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. What is “householding” and how does it affect me? We have adopted a procedure which has been approved by the SEC for mailing our proxy materials called “householding”. Under this procedure, service providers who deliver our communications to stockholders may deliver a single copy of our Annual Report, Proxy Statement and Notice to multiple stockholders who share the same last name and address, unless we receive contrary instructions from any stockholder at that address. Stockholders who participate in householding will continue to receive separate proxy cards. We have undertaken householding to reduce paper waste, printing costs and postage fees, and we encourage you to participate. If you prefer to receive multiple copies of our proxy materials at the same address, additional copies will be provided to you upon request. If you are a stockholder of record, you may contact us by writing to John Zavoli, Hyzon Motors Inc., 475 Quaker Meeting House Road, Honeoye Falls, NY 14472 or call (502) 352-7578. Eligible stockholders of record receiving multiple copies of our proxy materials can request householding by contacting us in the same manner. If you are a beneficial owner, you may request additional copies of our proxy materials or you may request householding by notifying your broker, bank or other nominee. How are proxies solicited? Our employees, officers and directors may solicit proxies. We will pay the cost of printing and mailing proxy materials, and will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy material to the owners of our common stock. At this time, we have not engaged a proxy solicitor. If we do engage a proxy solicitor, we will pay the customary costs associated with such engagement. Why are we holding a virtual Annual Meeting? We believe that the virtual meeting format will expand stockholder access. You will not be able to attend the Annual Meeting in person. How can I attend the virtual Annual Meeting? The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting via live audio webcast by visiting www.proxydocs.com/HYZN. To participate in, vote, or ask questions at the Annual Meeting, you will also need the control number, which is included in your proxy materials. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time, on Wednesday, August 23, 2023. We encourage you to access the virtual meeting website prior to the start time. You may begin to log into the virtual meeting platform beginning at approximately fifteen minutes prior to the start of the Annual Meeting on Wednesday, August 23, 2023. If you wish to submit a question during the Annual Meeting, you may log into the Annual Meeting using your control number and enter and submit your question. We will answer questions that comply with our meeting rules of conduct, subject to time constraints. 4 | Hyzon Motors 2023 Proxy Statement
What if I have technical difficulties accessing or participating in the virtual Annual Meeting? We will have technicians ready to assist you with technical difficulties you may have in accessing the virtual Annual Meeting, voting at the Annual Meeting, or submitting questions at the Annual Meeting. After registering to attend the virtual Annual Meeting, you will receive an instructional email which will provide an email address and phone number to connect with these technicians. What is the mailing address of our principal executive office? The mailing address of our principal executive office is Hyzon Motors Inc., 475 Quaker Meeting House Road, Honeoye Falls, NY 14472. IMPORTANT Please promptly vote by Internet or telephone, or by following the instructions provided by your broker, bank or nominee, so that your shares can be represented at the Annual Meeting. Hyzon Motors 2023 Proxy Statement | 5
Proposal 1 — Election of Directors Director Nominees Our amended and restated bylaws (our “Bylaws”) provide that our board of directors shall consist of such number of directors as the Board may from time to time determine. The number of directors currently authorized by our Board is nine directors. The authorized number of directors may be changed by resolution of our Board. Each director shall serve a term of three years. Vacancies on our Board can be filled by resolution of our Board. Our Second Amended and Restated Certificate of Incorporation (our “Charter”) provides that the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II, and Class III. At this Annual Meeting, the Class II directors are up for election. Nominees for Class II Directors Three candidates have been nominated for election as Class II directors at the 2023 Annual Meeting for a three-year term or until their successors are duly elected and qualified, and each has indicated to us that he or she will be able to serve. Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Viktor Meng for re-election as a Class II director, and Andrea Farace and Matthew Foulston for election as new Class II directors. The term of Ivy Brown’s current Class II directorship will end at the 2023 Annual Meeting, and Ms. Brown will not stand for re-election. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominees designated by the Board, taking into account any recommendations of the Nominating and Corporate Governance Committee, to fill such vacancy. The names of the proposed director nominees, their respective ages, and other biographical information as of the Annual Meeting, are set forth below. A discussion of the qualifications, attributes and skills of each nominee that led the Board and the Nominating and Corporate Governance Committee to the conclusion that he should serve, or continue to serve, as a director follows each nominee’s biography. Biographies Director Director since July 2021 Committee Memberships: Member, Nominating & Corporate Governance Committee; Member, ESG Committee Viktor Meng Age49 Biographical Information Mr. Meng has served as a member of the Board since July 2021, and a member of the board of directors of Legacy Hyzon since August 2020. Mr. Meng has served as the Managing Director of Bscope Ltd., part of the Piëch-Nordhoff family office, which is focused on the management and execution of the long term strategic and sustainability interests of the Piëch-Nordhoff family, since March 2012 and Bscope Pte Ltd since 2017. One of the family office’s investment vehicles holds shares in Horizon Fuel Cell Technologies Pte. Ltd. Prior to co-founding Bscope, Mr. Meng prepared the entry of Porsche Holding GmbH, Europe’s largest automobile distribution and retailing company at the time, into the rapidly growing Chinese market as an independent consultant from 2002 to 2003. Mr. Meng worked as a Consultant at Haarmann Hemmelrath in Shanghai from 2001 to 2002 and at United Management Technologies in New York and London from 1999 to 2001, advising on corporate efficiency and alignment. We believe Mr. Meng is qualified to serve on the Board due to his expertise gained from serving as a member of Legacy Hyzon’s board of directors, and his nearly two decades of experience in global direct and venture investment. Qualifications Mr. Meng holds a B.S. summa cum laude in Business Administration from the State University of New York at Stony Brook and an MSc in Management from the London School of Economics. 6 | Hyzon Motors 2023 Proxy Statement
Director Director since May 2023 Committee Memberships: Member, Nominating and Corporate Governance Committee; Member, Compensation Committee Andrea Farace Age67 Biographical Information Mr. Farace was appointed to the Board in May 2023. Since 2022, Mr. Farace has served on the Board of HBL Bank UK Ltd, a full service banking institution regulated by the UK PRA and the FCA, where he is currently Chairman. In addition, he currently serves (since 2020) on the Board of Wirecard Card Solutions Limited, a formerly FCA licensed e-money institution now in voluntary liquidation, and the Board of Ptech Holdings GmbH (since 2023), a privately held electronic rating and credit analysis provider for the financial services sector. From March 2020 to December 2021, Mr. Farace served as Executive Vice President at Wirecard Card Solutions Limited, where he was responsible since June 2020 for all Wirecard Group divestitures globally working for the court appointed Administrator of the Wirecard AG group. Previously, from 1999 to February 2020, Mr. Farace held several senior positions at Citigroup Inc., as Head of, or Chief Operating Officer of, several businesses including Citi Holdings, Citi Transaction Services, Citi CEEMEA region, Citi Japan Investment Banking and Global Investment Banking, among others. We believe Mr. Farace is qualified to serve on the Board based on his experience with institutional investors and financial markets providing a deep understanding of capital markets. Qualifications Mr. Farace holds a degree in Statistical, Demographic and Actuarial Sciences from the Università di Roma, and a Master’s degree in Business Administration from Columbia Business School. Director Director since July 2023 Committee Memberships: Chair, Audit Committee Member, Compensation Committee Matthew Foulston Age59 Biographical Information Mr. Foulston was appointed to Board in July 2023. Mr. Foulston is an accomplished financial executive with extensive international experience and has served as the CFO for three publicly listed companies. From 2020 to 2022, Mr. Foulston served as Executive Vice President and CFO of Covetrus, a $4.6 billion animal health distribution, software, and e-commerce company. Previously, from 2016 to 2019, Mr. Foulston served as Executive Vice President and CFO with Treehouse Foods, and from 2014 to 2016 as CFO of Compass Minerals. Prior to that, Mr. Foulston spent over 25 years in the automotive sector, including as Senior Vice President, Operations/Corporate Finance and Investor Relations for Navistar and Vice President and CFO of Navistar Truck, Senior Vice President and CFO for Mazda North America, as well as in various finance and strategy roles of increasing responsibility for Ford Motor Company. We believe Mr. Foulston is qualified to serve on the Board based on his extensive financial, executive, and international experience in addition to over 25 years in the automotive/commercial truck industries. Qualifications Mr. Foulston received his Bachelor of Science Economics from Loughborough University in the United Kingdom. ✓ The Board Recommends a Vote“FOR” the Election of Viktor Meng, Andrea Farace, and Matthew Foulston. Hyzon Motors 2023 Proxy Statement | 7
Corporate Governance Executive Officers and Directors Our directors and executive officers, and their respective ages, are as follows. All directors serve a three-year term. Name Age Position Executive Officers Parker Meeks 42 Director and Chief Executive Officer JiajiaWu 42 Interim Chief Financial Officer and Chief Accounting Officer Shinichi Hirano 64 Chief Technology Officer John Zavoli 63 General Counsel and Chief Legal Officer Bappaditya Banerjee 55 Chief Operating Officer Sue Sun-LaSovage 57 Chief Human Resources Officer Non-Employee Directors GeorgeGu 52 Director; Non-Executive Chairman Erik Anderson(2)(4) 64 Director IvyBrown(1)(4)(5) 61 Director Dennis Edwards(1)(2)(3)(4) 52 Director Andrea Farace(2)(3) 67 Director Matthew Foulston(1)(2) 59 Director Viktor Meng(2)(4) 49 Director Elaine Wong(1)(3) 47 Director; Lead Independent Director (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. (4) Member of the Environmental, Social and Governance Committee. (5) Ms. Brown is not standing for re-election at the 2023 Annual Meeting. Executive Officers Parker Meeks. Mr. Meeks has served as Chief Executive Officer of Hyzon since March 2023 and a member of the Board since May 2023. Prior to this role, Mr. Meeks served as President and Interim Chief Executive Officer of Hyzon since August 2022, and as Chief Strategy Officer of Hyzon since June 2021. From November 2018 to January 2021, Mr. Meeks served as President, Infrastructure Sector for TRC Companies, a design and construction management business in transportation, renewable energy and water resources end markets. Prior to that, from February 2012 to October 2018, Mr. Meeks served as Partner of McKinsey & Company, a global management consulting services company that Mr. Meeks joined in July 2005. Mr. Meeks served as the Managing Partner of McKinsey & Company’s Houston office from June 2013 to June 2016. Mr. Meeks holds an M.B.A. degree in Finance from William Marsh Rice University and a B.S. degree in Electrical Engineering from Columbia University. We believe that Mr. Meeks is qualified to serve on the Board due to his experience in driving impactful strategic analysis and long-term decisions in a rapidly evolving business environment, as well as his knowledge of Hyzon’s operations, employee needs, programs, and strategic focus to support its key decision-making processes. JiajiaWu. Ms. Wu has served as Interim Chief Financial Officer and Chief Accounting Officer of Hyzon since April 2023. Prior to this role, Ms. Wu served as Chief Accounting Officer and Principal Accounting Officer of Hyzon since September 2021. From October 2017 to August 2021, Ms. Wu served as Global Director, Technical and Cost Accounting and Financial Reporting for UL Solutions, a global safety science company providing testing, inspection and certification, training, advisory and risk management services, decision-making tools and intelligence in more than 100 countries. From April 2008 to September 2017, Ms. Wu served as Senior Manager, and previously as Manager and Senior Auditor, with EY, a global firm providing assurance, consulting, strategy and transactions, and tax services. Ms. Wu holds a B.B.A. in Accounting and M.S. in Education from Marshall University, and a B.A. in English Education from Soochow University in Suzhou, Jiangsu, China. 8 | Hyzon Motors 2023 Proxy Statement
Shinichi Hirano. Mr. Hirano has served as Hyzon’s Chief Technology Officer since September 2021 and joined Hyzon in May 2021. He is a 30-year veteran of the automotive fuel cell technology field. Mr. Hirano most recently spent 17-years in leadership at the Ford Motor Company, including the Ford-Daimler fuel cell alliance and USDRIVE/USCAR Fuel Cell teams in the partnership with the US Department of Energy. Prior to the Ford Motor Company, Mr. Hirano served in various research roles spanning 9 years at the Mazda Motor Corporation. Mr. Hirano holds 25 U.S. patents in the automotive hydrogen fuel cell and battery space. He has published 15 papers for scholarly journals, provided numerous lectures, plenary talks and professional presentations at universities and international conferences. He has also served as a guest scientist at Texas A&M University, Center for Electrochemical System and Hydrogen Research, in pursuit of fuel cell catalyst and MEA research. Mr. Hirano holds an Electrical Engineering degree from the Science University of Tokyo. John Zavoli. Mr. Zavoli has served as General Counsel and Chief Legal Officer of Hyzon since February 2021. From March 2020 to February 2021, Mr. Zavoli served as General Counsel, and from January 2020 to March 2020, as Assistant General Counsel, of Karma Automotive, an electric vehicle manufacturer and alternative energy mobility company. From January 2017 to May 2019, Mr. Zavoli served as Senior Vice President and Senior Corporate Counsel of Conduent Inc., a software company focused on delivering mission-critical services and solutions on behalf of businesses and governments. Prior to that, Mr. Zavoli served as Senior Vice President and Senior Corporate Counsel in the Law Department of Xerox Corporation, a print and digital document products and services provider, from August 2014 to January 2017, where he supported the StrataCare business unit and other Xerox services businesses. Prior to that, Mr. Zavoli served as Chief Financial Officer and General Counsel of StrataCare, LLC from December 2007 to August 2014, when StrataCare, LLC was acquired by Xerox Corporation and eventually spun off into Conduent Inc. Mr. Zavoli holds an LL.M. from Boston University School of Law, a J.D. from University of Illinois Chicago Law School, and B.S. degree in Accounting from the University of Illinois Chicago. Bappaditya Banerjee. Dr. Banerjee has served as Chief Operating Officer of Hyzon since May 2023. From 2017 to April 2023, he served as Vice President, Mining Equipment, for GE Transportation (a Wabtec Company), a leading global provider of equipment, systems, digital solutions, and value-added services for the freight, rail, transit, mining, industrial, and marine applications. Dr. Banerjee led the Mining Equipment business, including market and product strategy, new technology development, sales and marketing, order to delivery, field service and quality, aftermarket sales, service, and remanufacturing operations for propulsion systems for electrification of mining trucks. He led Power Agnostic strategy for electric propulsion systems for compatibility with alternate and augmenting sources of power to diesel, from trolley systems, battery systems, and fuel cell systems. From 1997 to 2017, Dr. Banerjee served in progressing roles with Caterpillar, Inc. where, from 2015 to 2017, he served as Worldwide Product Head, Off-highway Trucks & Wheel Tractor Scrapers. He holds a Ph. D, Mechanical Engineering from Purdue University, an M.B.A. from the University of Chicago, an M.S., Mechanical Engineering from Binghamton University, and a BE, Mechanical Engineering from the Delhi College of Engineering in India. Sue Sun-LaSovage. Ms. Sun-LaSovage has served as Chief Human Resources Officer of Hyzon since May 2023. From 2021 to 2023, Ms. Sun-LaSovage served as Chief People Officer for Via Motors, a designer and manufacturer of electric commercial truck platforms. From 2018 to 2020, Ms. Sun-LaSovage served as Global Vice President, Human Resources for SRG Global, a Guardian Company and supplier of automotive and commercial truck parts and components. Previously, Ms. Sun-LaSovage held various senior-level human resources roles at LeSaffre Yeast Corporation, S.C. Johnson & Son, and Dow Chemical. She holds a Master’s Degree in Human Resources & Industrial Relations from the University of Minnesota, and a Bachelor’s Degree in Mechanical & Optical Engineering from HuaZhong University of Science & Technology in China. Non-Employee Directors George Gu. Mr. Gu has served as Non-Executive Chairman of the Board since August 2022. Prior to that Mr. Gu served as Executive Chairman of the Company since July 2021, Executive Chairman of Legacy Hyzon since August 2020, and as Chief Executive Officer of Legacy Hyzon from January 2020, when he co-founded Legacy Hyzon. Mr. Gu co-founded Horizon, a leading international fuel cell producer, in 2003 and has served as Horizon’s Chairman since August 2019. Prior to that, Mr. Gu served as Horizon’s Chief Executive Officer from Horizon’s formation until August 2019. Mr. Gu served as the Chairman of Horizon Educational Group, an affiliate of Horizon focused on fuel cell education, from August 2019 to February 2021. From June 1999 to October 2003, Mr. Gu was the Digital Ventures Manager at Eastman Chemical Company, a specialty materials company primarily in the chemical industry, where he was responsible for clean technology and e-commerce. Mr. Gu holds an M.B.A. from the University of North Carolina (Chapel Hill) and a B.S. degree in Finance from Fudan University, Shanghai, China. We believe Mr. Gu is qualified to serve on the Board due to his operational experience as Hyzon’s Executive Chairman and as a member of Legacy Hyzon’s board of directors, his historical knowledge of Hyzon and its strategic objectives as one of its co-founders, business leadership experience in the hydrogen mobility sector and his experience serving on the board of directors of a hydrogen-focused company. Hyzon Motors 2023 Proxy Statement | 9
Erik Anderson. Mr. Anderson has served as a member of the Board since July 2021. Mr. Anderson served as Chief Executive Officer of Decarbonization Plus Acquisition Corporation (“DCRB”) from September 2020 until July 2021 and as a member of the DCRB board of directors from October 2020 until July 2021. Mr. Anderson has served as the chief executive officer of Decarbonization Plus Acquisition Corporation III since February 11, 2021 and a member of its board of directors since March 2021. Mr. Anderson has served as the chief executive officer of Decarbonization Plus Acquisition Corporation II since January 2021 and a member of its board of directors since February 2021. Mr. Anderson founded WRG, a collaboration of leading investment firms providing integrated capital solutions to the global innovation economy, in 2002 and has served as chief executive officer of WRG since its inception. In 2018, Mr. Anderson became executive chairman of Singularity University, a company that offers executive educational programs, a business incubator and innovation consultancy service. Mr. Anderson is also the executive chairman of Topgolf Entertainment Group, a global sports and entertainment company. Mr. Anderson has received numerous honors, including the Ernst & Young Entrepreneur of the Year Award. In 2018 and 2017, Mr. Anderson was honored by Goldman Sachs as one of their Top 100 Most Intriguing Entrepreneurs. In 2019 and 2018, Mr. Anderson was ranked by Golf Inc. as the No. 3 most powerful person in the golf industry after being ranked No. 8 in 2017. Mr. Anderson is Vice-Chairman of ONEHOPE, a cause-centric consumer brand and technology company, and is the founder of America’s Foundation for Chess, currently serving 160,000 children in the United States with its First Move curriculum. Mr. Anderson serves on the Board of Play Magnus, an interactive chess app. In 2019, Mr. Anderson became a member of the board of Pro.com, a leader in the home improvement experience industry. His investment experience includes being partner at Frazier Healthcare Partners, chief executive officer of Matthew G Norton Co. and vice president at Goldman, Sachs & Co. Mr. Anderson was recognized early in his career as one of the top “40 under 40” young achievers and emerging leaders by Seattle’s Puget Sound Business Journal. Mr. Anderson holds a master’s and bachelor’s degree in Industrial Engineering from Stanford University and a bachelor’s degree (Cum Laude) in Management Engineering from Claremont McKenna College. We believe Mr. Anderson is qualified to serve on the Board due to his experience serving as DCRB’s Chief Executive Officer and member of the DCRB board of directors, and his financial, investing and management expertise. Ivy Brown. Ms. Ivy Brown has served as a member of the Board since July 2021. Ms. Brown was the President of United Parcel Service Northeast from April 2013 to January 2020. Ms. Brown’s career at UPS spanned 32 years, including positions as Package Division Manager from July 2006 to April 2013 and Director of Sales from August 2000 to July 2006. She has been a member of the board of directors of The Chef’s Warehouse (Nasdaq: CHEF), a specialty foods distributor, since November 2020. Ms. Brown holds an M.B.A. (Information Technology) from Golden Gate University and a B.S. degree (Industrial Engineering) from Southern Illinois University. Ms. Brown is not standing for re-election at the 2023 Annual Shareholder Meeting. Dennis Edwards. Mr. Edwards has served as a member of the Board since July 2021. Mr. Edwards has been the President of Detroit Chassis, an assembler of rolling strip chassis, since November 2017 and has deep leadership experience overseeing global operations, program and launch management for major auto suppliers such as Lear Corporation, Advanced Engineered Products and Dura Automotive Regional plant responsibilities throughout Southeast Asia at Lear. From September 2015 to October 2017, Mr. Edwards served as Vice President of Program Management and Process Engineering at Dura Automotive Systems LLC, an automotive supplier. Prior to that, Mr. Edwards served as Vice President of Operations of Advanced Engineered Products from May 2013 to August 2015, and as Vice President of Operations of Lear Corporation from 1996 to 2012. Mr. Edwards holds an M.B.A. (Management) from Georgia State University and a B.A. degree from Oregon State University. We believe Mr. Edwards is qualified to serve on the Board due to his extensive executive and senior management experience in the automotive industry, and his proficiencies in lean manufacturing, process engineering, capital/tooling acquisition, manufacturing, supply chain management and plant management. Andrea Farace. Mr. Farace has served as a member of the Board since May 2023. Since 2022, Mr. Farace has served on the Board of HBL Bank UK Ltd, a full service banking institution regulated by the UK PRA and the FCA, where he is currently Chairman. In addition, he currently serves (since 2020) on the Board of Wirecard Card Solutions Limited, a formerly FCA licensed e-money institution now in voluntary liquidation, and the Board of Ptech Holdings GmbH (since 2023), a privately held electronic rating and credit analysis provider for the financial services sector. From March 2020 to December 2021, Mr. Farace served as Executive Vice President at Wirecard Card Solutions Limited, where he was responsible since June 2020 for all Wirecard Group divestitures globally working for the court appointed Administrator of the Wirecard AG group. Previously, from 1999 to February 2020, Mr. Farace held several senior positions at Citigroup Inc., as Head of, or Chief Operating Officer of, several businesses including Citi Holdings, Citi Transaction Services, Citi CEEMEA region, Citi Japan Investment Banking and Global Investment Banking, among others. Mr. Farace holds a degree in Statistical, Demographic and Actuarial Sciences from the Università di Roma, and an M.B.A. from Columbia Business School. 10 | Hyzon Motors 2023 Proxy Statement
We believe Mr. Farace is qualified to serve on the Board based on his experience with institutional investors and financial markets providing a deep understanding of capital markets. Matthew Foulston. Mr. Foulston was appointed to Board in July 2023. Mr. Foulston is an accomplished financial executive with extensive international experience and has served as the CFO for three publicly listed companies. From 2020 to 2022, Mr. Foulston served as Executive Vice President and CFO of Covetrus, a $4.6 billion animal health distribution, software, and e-commerce company. Previously, from 2016 to 2019, Mr. Foulston served as Executive Vice President and CFO with Treehouse Foods, and from 2014 to 2016 as CFO of Compass Minerals. Prior to that, Mr. Foulston spent over 25 years in the automotive sector, including as Senior Vice President, Operations/ Corporate Finance and Investor Relations for Navistar, and Vice President and CFO of Navistar Truck, Senior Vice President and CFO for Mazda North America, as well as in various finance and strategy roles of increasing responsibility for Ford Motor Company. Mr. Foulston received his Bachelor of Science Economics from Loughborough University in the United Kingdom. We believe Mr. Foulston is qualified to serve on the Board based on his extensive financial, executive, and international experience in addition to over 25 years in the automotive/commercial truck industries. Viktor Meng. Mr. Meng has served as a member of the Board since July 2021, and as a member of the Board of Legacy Hyzon since August 2020. Mr. Meng has served as the Managing Director of Bscope Ltd., part of the Piëch-Nordhoff family office, which is focused on the management and execution of the long term strategic and sustainability interests of the Piëch-Nordhoff family, since March 2012 and Bscope Pte Ltd since 2017. One of the family office’s investment vehicles holds shares in Horizon Fuel Cell Technologies Pte. Ltd. Prior to co-founding Bscope, Mr. Meng prepared the entry of Porsche Holding GmbH, Europe’s largest automobile distribution and retailing company at the time, into the rapidly growing Chinese market as an independent consultant from 2002 to 2003. Mr. Meng worked as a Consultant at Haarmann Hemmelrath in Shanghai from 2001 to 2002 and at United Management Technologies in New York and London from 1999 to 2001, advising on corporate efficiency and alignment. Mr. Meng holds a B.S. summa cum laude in Business Administration from the State University of New York at Stony Brook and an MSc in Management from the London School of Economics. We believe Mr. Meng is qualified to serve on the Board due to his expertise gained from serving as a member of Legacy Hyzon’s board of directors, and his nearly two decades of experience in global direct and venture investment. Elaine Wong. Ms. Wong has served as a member of the Board since July 2021 and is the Lead Independent Director. Ms. Wong is a co-founder and a partner of H+ Partners, which was formed in 2021 to make private equity investments in companies that accelerate decarbonization, with a particular emphasis on companies in the hydrogen ecosystem. Prior to that, she co-founded Hydrogen Capital Partners in 2019 and co-founded HAO Capital, a China-focused Growth Equity Fund in June 2006. Ms. Wong worked at The Carlyle Group as an Associate in Washington, DC from July 1999 to August 2001 and as a Senior Associate in Hong Kong from June 2003 to June 2006. Prior to that, from August 1997 to July 1999, Ms. Wong worked as an Analyst at Arthur D. Little’s chemicals practice in Cambridge, MA. Ms. Wong holds an M.B.A. from Stanford Graduate School of Business and a B.S. (Chemical Engineering) from MIT. We believe Ms. Wong is qualified to serve on the Board due to her over 20 years’ business experience in the private equity sector, her knowledge of the hydrogen energy economy and her experience serving on the boards of numerous companies that have gone on to become publicly listed companies. Director Independence; Controlled Company Exemption The Board determined that each of the directors other than George Gu and Parker Meeks qualifies as an independent director of the board or directors, as defined under the Nasdaq listing rules, and the board of directors consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq listing rules relating to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the Audit Committee, as discussed below. The Nasdaq rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if: • The director is, or at any time during the past three years was, an employee of the Company; • The director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for Board or Board committee service); Hyzon Motors 2023 Proxy Statement | 11
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