Insider Trading Our insider trading policy, available on our website at www.hyzonmotors.com, prohibits our Board members and executive officers from engaging in short sales, buying or selling put options, call options or other derivatives of Hyzon’s securities or engaging in hedging transactions, or investing in financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Hyzon’s securities. Our insider trading policy also prohibits our Board members, executive officers, and certain other employees and insiders who may be designated from time to time by Hyzon’s General Counsel from holding Hyzon’s securities in a margin account and from pledging Hyzon’s securities as collateral for a loan. Our policy also restricts “insiders” from trading our stock in the open market when our trading window is closed. Corporate Governance Documents Our Corporate Governance Guidelines, Code of Conduct, charters for each of the Audit, Compensation, and NomGov Committees, and other corporate governance documents, are posted on the investors section of our website at https://investors.hyzonmotors.com/ leadership/governance-documents/default.aspx under the heading “Governance Documents.” In addition, stockholders may obtain a printed copy of these documents by writing to Secretary, Hyzon Motors Inc., 475 Quaker Meeting House Road, Honeoye Falls, NY 14472. Environmental, Social, and Governance Hyzon’s goal is to accelerate the clean energy transition by providing zero-emission vehicles with no compromise on power or range, and access to an ecosystem of renewable, affordable hydrogen. The industry we serve — transportation — was responsible for approximately 26% of worldwide CO2 emissions in 2021. Our efforts to help the environment don’t stop with our vehicles: on January 11, 2022, Hyzon joined the list of companies globally that have signed The Climate Pledge to make the necessary changes to our business and ESG factors to meet the Paris Agreement and become “net Zero” by 2040 — 10 years earlier than provided in the Paris Agreement. We strive to be a leader in corporate responsibility and demonstrate our values through responsible business practices. Our corporate governance is guided by our Code of Conduct and supplemented by an Ethics and Whistleblower hotline available to all stakeholders to report concerns. We are committed to transparency and our strategy will include improved disclosure of our programs and performance through our website, annual filings and reports, as well as key ESG ratings agencies. Director Compensation The Compensation Committee engaged Pearl Meyer, an executive compensation consulting firm, to assist in establishing a Non-Employee Director Compensation Program (the “Director Program”). The Company determined that using Pearl Meyer would help to ensure that the Director Program would align the directors’ interests with the long-term interests of stockholders, and that the structure of such compensation is simple, transparent, and easy for stockholders to understand. The Compensation Committee also considered whether the Director Program fairly compensates the Company’s directors considering of the size and scope of the Company. Employee directors do not receive additional compensation for their services as directors. Pursuant to the Director Program, each non-employee director of Hyzon is eligible to receive: • An annual retainer of $60,000; • An annual retainer of $20,000 for the chair of the Audit Committee, $15,000 for the chair of the Compensation Committee, $10,000 for the chair of the ESG Committee and $10,000 for the chair of the Nominating and Corporate Governance Committee; • An annual retainer of $10,000 for members of the Audit Committee, $7,500 for members of the Compensation Committee, $5,000 for members of the ESG Committee and $5,000 for members of the Nominating and Corporate Governance Committee; • An initial equity retainer with a value of $225,000 (payable in the form of stock options and restricted stock units, granted in connection with initial election to the Board); • An annual equity retainer with a value of $165,000 in connection with the annual stockholders meeting, split equally between non-qualified stock options and restricted stock units, that vests on the one-year anniversary of the grant; • An additional annual cash retainer of $50,000 for serving as Chairman of the Board; and • An additional annual cash retainer of $30,000 for serving as Lead Independent Director. 24 | Hyzon Motors 2023 Proxy Statement
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