Board Diversity The table below provides certain statistics related to the composition of our Board’s members and nominees as of the Record Date. Each of the categories listed in the table below has the meaning as set forth in Nasdaq Rule 5605(f). Total Number of Directors 9* Gender Identity Female Male Non-binary Did not Disclose Gender Directors 2 7 — — Demographic background African American or Black 1 1 Alaskan Native or American Indian — — Asian 1 2 Hispanic or Latinx — — Native Hawaiian or Pacific Islander — — White — 4 Two or More Races or Ethnicities — — LGBTQ+ — — Did not Disclose Demographic Background — — * Ms. Brown’s term ends as of the 2023 Annual Meeting, and she will not be standing for re-election. If each director nominee is elected to the Board, after the 2023 Annual Meeting, 3 of 6, or 50%, of our independent directors, and 4 of 8, or 50%, of our full Board would identify as gender, racially, ethnically and/or nationality diverse, and 1 of 8, or 12.5%, of our full Board would identify as female. Board of Directors Meetings Our Board held 18 meetings during 2022. Except for KD Park, each director who served on the Board in 2022 attended at least 75% of the aggregate meetings held by the Board and the committees, if any, on which such director serves. We do not have a policy requiring attendance of our directors at our Annual Meeting of Stockholders. The independent directors meet in an executive session in connection with each regularly scheduled board meeting, during which the independent directors have the opportunity to discuss management performance. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors. Our board of directors welcomes questions or comments about the Company and our operations. If a stockholder wishes to communicate with our Board of Directors, including our independent directors, they may send their communication in writing to: Secretary, Hyzon Motors Inc., 475 Quaker Meeting House Road, Honeoye Falls, NY 14472. You must include your name and address in the written communication and indicate whether you are a stockholder. The Secretary will review any communication received from a stockholder, and all material communications will be forwarded to the appropriate director or directors, or committee of the Board of Directors based on the subject matter. Certain Relationships and Related Transactions DCRB Founder Shares On September 12, 2017, DCRB issued an aggregate of 11,500,000 shares of DCRB Class B Common Stock (the “DCRB Founder Shares”) to its sponsor, Decarbonization Plus Acquisition Sponsor, LLC (the “Sponsor”), for a capital contribution of $25,000, or approximately $0.002 per share. In September and October 2020, DCRB’s Sponsor returned to DCRB, at no cost, an aggregate of 5,750,000 DCRB Founder Shares, which DCRB cancelled. The number of DCRB Founder Shares issued was determined based on the expectation that such DCRB Founder Shares would represent 20% of the outstanding shares upon completion of DCRB’s initial public offering. In October 2020, DCRB’s Sponsor transferred an aggregate of 1,042,198 DCRB Founder Shares to DCRB’s independent directors and WRG DCRB Investors, LLC (“WRG”) at their original purchase price. In November 2020, DCRB’s Sponsor transferred an additional 22,130 DCRB Founder Shares to one of DCRB’s independent directors. In December 2020, DCRB’s Sponsor and WRG forfeited an aggregate of 106,875 DCRB Founder Shares in connection with the underwriters’ partial exercise of their over-allotment option resulting in DCRB’s initial stockholders holding an aggregate of 5,643,125 DCRB Founder Shares. On the closing date of the Company’s business combination with DCRB, each share of DCRB’s Class B Common Stock, which represented the DCRB Founder Shares, converted into one share of Class A Common Stock, resulting in the issuance of 5,643,125 shares of Class A Common Stock in the aggregate. Hyzon Motors 2023 Proxy Statement | 13
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