Nominating and Corporate Governance Committee Our Nominating and Corporate Governance (“NomGov”) Committee consists of Dennis Edwards, Andrea Farace, Viktor Meng, and Elaine Wong. Elaine Wong serves as the chair of the NomGov Committee. Mr. Farace joined the NomGov Committee effective May 4, 2023 when he was appointed to our Board. The Board has determined that each member of our NomGov Committee satisfies the independence requirements of Nasdaq. During the 2022 fiscal year, the NomGov Committee held three meetings. The functions of the NomGov Committee include, among other things: • identifying, reviewing and making recommendations of candidates to serve on the Board; • evaluating the performance of the Board, committees of the Board and individual directors and determining whether continued service on the Board is appropriate; • evaluating nominations by stockholders and management of candidates for election to the Board; • evaluating the current size, composition and organization of the Board and its committees and making recommendations to the Board for approvals; • evaluating the “independence” of directors and director nominees against the independence requirements under the Nasdaq Rules and regulations promulgated by the SEC and such other qualifications as may be established by the Board from time to time and make recommendations to the Board as to the independence of directors and nominees; • recommending to the Board directors to serve as members of each committee, as well as candidates to fill vacancies on any committee of the Board; • reviewing annually our corporate governance policies and principles and recommending to the Board any changes to such policies and principles; • advising and making recommendations to the Board on corporate governance matters; and • reviewing annually the NomGov Committee charter and recommending any proposed changes to the Board, including undertaking an annual review of its own performance. The composition and function of the NomGov 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. In evaluating prospective, qualified candidates for a seat on our Board, the NomGov Committee, consistent with its charter, will consider suggestions by Board members, stockholders, management, and others in accordance with criteria that the Board establishes from time to time. The NomGov Committee charter provides that consideration will be given to candidates for Board membership proposed by stockholders, and that the NomGov Committee will evaluate such candidates in the same manner as other candidates identified by or submitted to the NomGov Committee. Other criteria that may be considered by the committee in evaluating a Board candidate’s qualifications include, but may not necessarily be limited to, the current composition, size, organization and governance of the Board and its committees, and whether a candidate meets the independence requirements under the Nasdaq Rules and regulations promulgated by the SEC, and such other qualifications as may be established by the Board from time to time. There have been no changes to the procedures by which holders of our Class A Common Stock may recommend nominees to our Board since the date of the Business Combination. ESG Committee Our ESG Committee was established in July 2022 and consists of Erik Anderson, Ivy Brown, Dennis Edwards, and Viktor Meng, who joined the ESG Committee in June 2023 when he moved from the Compensation Committee to the ESG Committee when Andrea Farace joined the Compensation Committee. Dennis Edwards serves as the chair of the ESG Committee. The Board has determined that each member of the ESG 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 ESG Committee held one meeting. The functions of the ESG Committee include, among other things: • recommending to the Board the Company’s overall general strategy concerning environmental, health and safety, corporate social responsibility, sustainability, philanthropy, diversity, equity and inclusion, community issues, political contributions, lobbying, and other public policy matters relevant to the Company; 22 | Hyzon Motors 2023 Proxy Statement
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