Proposal 1 — Election of Directors Director Nominees Our amended and restated bylaws (our “Bylaws”) provide that our board of directors shall consist of such number of directors as the Board may from time to time determine. The number of directors currently authorized by our Board is nine directors. The authorized number of directors may be changed by resolution of our Board. Each director shall serve a term of three years. Vacancies on our Board can be filled by resolution of our Board. Our Second Amended and Restated Certificate of Incorporation (our “Charter”) provides that the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II, and Class III. At this Annual Meeting, the Class II directors are up for election. Nominees for Class II Directors Three candidates have been nominated for election as Class II directors at the 2023 Annual Meeting for a three-year term or until their successors are duly elected and qualified, and each has indicated to us that he or she will be able to serve. Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Viktor Meng for re-election as a Class II director, and Andrea Farace and Matthew Foulston for election as new Class II directors. The term of Ivy Brown’s current Class II directorship will end at the 2023 Annual Meeting, and Ms. Brown will not stand for re-election. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominees designated by the Board, taking into account any recommendations of the Nominating and Corporate Governance Committee, to fill such vacancy. The names of the proposed director nominees, their respective ages, and other biographical information as of the Annual Meeting, are set forth below. A discussion of the qualifications, attributes and skills of each nominee that led the Board and the Nominating and Corporate Governance Committee to the conclusion that he should serve, or continue to serve, as a director follows each nominee’s biography. Biographies Director Director since July 2021 Committee Memberships: Member, Nominating & Corporate Governance Committee; Member, ESG Committee Viktor Meng Age49 Biographical Information Mr. Meng has served as a member of the Board since July 2021, and a member of the board of directors of Legacy Hyzon since August 2020. Mr. Meng has served as the Managing Director of Bscope Ltd., part of the Piëch-Nordhoff family office, which is focused on the management and execution of the long term strategic and sustainability interests of the Piëch-Nordhoff family, since March 2012 and Bscope Pte Ltd since 2017. One of the family office’s investment vehicles holds shares in Horizon Fuel Cell Technologies Pte. Ltd. Prior to co-founding Bscope, Mr. Meng prepared the entry of Porsche Holding GmbH, Europe’s largest automobile distribution and retailing company at the time, into the rapidly growing Chinese market as an independent consultant from 2002 to 2003. Mr. Meng worked as a Consultant at Haarmann Hemmelrath in Shanghai from 2001 to 2002 and at United Management Technologies in New York and London from 1999 to 2001, advising on corporate efficiency and alignment. We believe Mr. Meng is qualified to serve on the Board due to his expertise gained from serving as a member of Legacy Hyzon’s board of directors, and his nearly two decades of experience in global direct and venture investment. Qualifications Mr. Meng holds a B.S. summa cum laude in Business Administration from the State University of New York at Stony Brook and an MSc in Management from the London School of Economics. 6 | Hyzon Motors 2023 Proxy Statement
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