As of June 23, 2023, the Compensation Committee, to assist with recruitment of new directors, amended the compensation for newly appointed directors (such program for new directors, the “New Director Program”), including Andrea Farace, Matthew Foulston, and any future directors of the Company. Pursuant to the New Director Program, each new non-employee director of Hyzon (including Messrs. Farace and Foulston) is eligible to receive: • An annual retainer of $75,000; • An annual retainer of $25,000 for the chair of the Audit Committee, $20,000 for the chair of the Compensation Committee, $15,000 for the chair of the ESG Committee and $15,000 for the chair of the NomGov Committee; • An annual retainer of $15,000 for members of the Audit Committee, $10,000 for members of the Compensation Committee, $5,000 for members of the ESG Committee and $5,000 for members of the NomGov Committee; • An initial equity retainer with a value of $250,000 (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 $185,000 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 $30,000 for serving as Lead Independent Director. For director recruitment purposes, it was agreed that each of Messrs. Farace and Foulston, in addition to the updated values set forth above, shall be granted accelerated vesting on the initial equity grant (the initial 1/3 tranche will vest immediately upon grant). Additionally, the RSUs and options granted to Messrs. Farace and Foulston shall be accelerated in the event of a change in control of Hyzon. The Compensation Committee also determined that future annual equity retainers for current and newly appointed non-employee directors shall vest in full in the event of a change in control of Hyzon. Director Compensation Table The following table shows the compensation received or earned by each of our non-employee directors in fiscal year 2022: 2022 Fees Earned or Paid in Cash(1) ($) Stock Awards(2) ($) Option Awards(3) ($) AllOther Compensation(5) ($) Total ($) GeorgeGu 36,667 — — 127,000 163,667 Erik Anderson 77,500 166,607 169,934 — 414,041 IvyBrown 82,500 166,607 169,934 — 419,041 Dennis Edwards 77,500 166,607 169,934 — 414,041 Viktor Meng 72,500 166,607 169,934 — 409,041 Ki Deok Park(4) 70,000 166,607 169,934 — 406,541 Elaine Wong 110,000 166,607 169,934 — 446,541 (1) Amount reflects an annual cash retainer of $60,000 in 2022 for all directors and additional fees for service as a committee member and committee chair. The amounts reported for Mr. Gu, which are earned pursuant to the Letter Agreement discussed below in “Additional Narrative DisclosureAgreements with Mr. Gu”, are prorated based on the period in 2022 during which he served as non-Executive Chairman of the Board. (2) Amount reflects the aggregate grant date fair value of RSUs granted in 2022. Fair value is calculated using the closing price of Class A common stock as of the date of grant. As of December 31, 2022, each director (other than Mr. Gu) had 33,864 RSUs outstanding. (3) Amount reflects the aggregate grant date fair value of option awards granted in 2022. As of December 31, 2022, each director (other than Mr. Gu) had 89,882 option awards outstanding, and Mr. Gu had 11,296,500 option awards outstanding. For additional information on the valuation assumptions with respect to option awards, see Note 14. Fair Value Measurements on the Annual Report on Form 10-K. (4) Mr. Park resigned from the Board effective January 31, 2023. As of January 31, 2023, 10,457 of Mr. Park’s option awards and 5,962 of Mr. Park’s restricted stock units had previously vested. Upon his resignation, the remaining option awards and restricted stock units granted to Mr. Park during 2022 were forfeited. (5) For Mr. Gu, the amount for 2022 includes consultant arrangement-related fees of $127,000, which is also included in his amount under the column “All Other Compensation” in the “2022 Summary Compensation Table”. Hyzon Motors 2023 Proxy Statement | 25
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