• reviewing and approving of any related party transactions that are required to be disclosed under SEC rules that require such approval under our related party transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of ethics; • reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; • conducting and reviewing with the Board an annual self-assessment of the performance of the Audit Committee, and reviewing and assessing the Audit Committee charter at least annually; and • reporting to the Board on a regular basis. The composition and function of the Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations. We will seek to comply with future requirements to the extent they become applicable to us. Compensation Committee Our Compensation Committee consists of Erik Anderson, Dennis Edwards, Andrea Farace (who replaced Viktor Meng on the Compensation Committee in June 2023), and Matthew Foulston, who just joined the Board in July 2023. Erik Anderson serves as the chair of the Compensation Committee. The Board has determined that each member of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the independence requirements of Nasdaq. During the 2022 fiscal year, the Compensation Committee held two meetings. The functions of the Compensation Committee include, among other things: • establishing our general compensation philosophy and, in consultation with management, overseeing the development and implementation of compensation programs; • reviewing and approving the corporate objectives that pertain to the determination of executive compensation; • determining and approving the compensation and other terms of employment of our executive officers; • reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives; • making recommendations to the Board regarding the adoption or amendment of equity and cash incentive plans, and approving such plans or amendments thereto to the extent authorized by the Board; • overseeing the activities of the committee or committees administering our retirement and benefit plans; • reviewing and making recommendations to the Board regarding the type and amount of compensation to be paid or awarded to non-employee board members; • reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; • administering our equity incentive plans, to the extent such authority is delegated by the Board; • reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements, and any other material agreements for our executive officers; • reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is required to be included in any such report or proxy statement; • preparing an annual report on executive compensation, to the extent such report is required to be included in our annual proxy statement or Form 10-K; • reviewing and evaluating on an annual basis the performance of the Compensation Committee and recommending such changes as deemed necessary with the Board; and • in consultation with management, overseeing regulatory compliance with respect to compensation matters including overseeing our policies on structuring compensation programs to preserve tax deductibility. The composition and function of the Compensation Committee comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations. We will seek to comply with future requirements to the extent they become applicable to us. Hyzon Motors 2023 Proxy Statement | 21
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