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HYZN 2023 Proxy Statement

Letter to Stockholders III
Notice of Annual Meeting V
Table of Contents VII
Proxy Statement 1
Information Concerning Voting and Solicitation 1
Questions and Answers About the Proxy Materials and the Annual Meeting 1
Proposal 1-Election of Directors 6
Director Nominees 6
Corporate Governance 8
Executive Officers and Directors 8
Director Independence 11
Board Diversity 13
Board of Director Meetings 13
Certain Relationships and Related Transactions 13
Related Person Transaction Approval 18
Board Leadership Structure 19
Role of Board in Risk Oversight 19
Board Committees 20
Audit Committee 20
Compensation Committee 21
Nominating & Corporate Governance Committee 22
ESG Committee 22
Limitation on Liability and Indemnification of Directors and Officers 23
Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors 23
Insider Trading 24
Corporate Governance Documents 24
Environmental, Social, and Governance (ESG) 24
Director Compensation 24
Executive Compensation 26
2022 Summary Compensation Table 26
Additional Narrative Disclosure 27
Outstanding Equity Awards at 2022 Year End 30
Additional Narrative Disclosure 30
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 32
Report of the Audit Committee 34
Proposal 2-Ratification of the Appointment of Independent Registered Public Accounting Firm 35
Pre-approval Policies and Procedures 35
Principal Accounting Fees and Services 35
Delinquent Section 16(a) Reports 37
Stockholder Nominees and Proposals for the 2024 Annual Meeting 38
Other Matters 39
Note Regarding Forward-Looking Statements 40

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