Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 4, 2023, Hyzon Motors Inc. (“Hyzon” or the “Company”) issued a press release announcing that, effective April 4, 2023, JiaJia Wu, who serves as the Company’s Chief Accounting Officer, has been appointed as the Company’s Interim Chief Financial Officer, while the Company conducts a search for a Chief Financial Officer. Ms. Wu will continue to fulfill her role as Chief Accounting Officer in addition to serving as Interim Chief Financial Officer. In addition, the Company announced that Pat Griffin, who has served as the Company’s President, Vehicle Operations, since October 2021, was promoted to President, North America.
Ms. Wu, age 42, has served as the Company’s Chief Accounting Officer since September 2021. From October 2017 to August 2021, Ms. Wu served as Global Director, Technical and Cost Accounting and Financial Reporting for UL, LLC, a global safety science company providing testing, inspection and certification, training, advisory and risk management services, decision-making tools and intelligence in more than 100 countries. From April 2008 to September 2017, Ms. Wu served as Senior Manager, and previously as Manager and Senior Auditor, with Ernst & Young LLP. Ms. Wu holds a BBA in Accounting and MS in Education from Marshall University.
In connection with her interim appointment, Hyzon entered into letter agreement with Ms. Wu amending her employment agreement (the “Wu Letter Agreement”). The Wu Letter Agreement provides that during the interim appointment, Ms. Wu will earn a base salary of $415,000 per annum, and will be eligible for a target bonus of 80% of base salary. Upon the Company hiring a permanent Chief Financial Officer, Ms. Wu will return to serving solely as the Company’s Chief Accounting Officer, whereupon her base salary will be $360,000 per annum, and she will be eligible for a target bonus of 40% of base salary.
Ms. Wu will continue to be entitled to participate in Hyzon’s employee health/welfare and retirement benefit plans and programs.
Ms. Wu does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Ms. Wu and any other person pursuant to which Ms. Wu was selected to serve as the Company’s Principal Financial Officer. Ms. Wu is not related to any member of the Board or any executive officer of the Company.
Mr. Griffin, age 58, has served as the Company’s President, Vehicle Operations, since October 2021. Prior to joining Hyzon, Mr. Griffin served as CEO of Crane Carrier Corporation from 2020 to 2021. From 2019 to 2020, Mr. Griffin served as President of Light Duty Truck & EV Solutions for Fontaine Modification, a startup business for the Marmon Group (a Berkshire-Hathaway company). Prior to these roles, Mr. Griffin served as President of Marmon-Herrington from 2015 to 2019 for the Marmon Group. Mr. Griffin holds an M.A. degree in Organizational Management from Tusculum University, and a B.S degree in Welding Engineering from The Ohio State University.
In connection with his appointment, Hyzon entered into letter agreement with Mr. Griffin amending his employment agreement (the “Griffin Letter Agreement”). The Griffin Letter Agreement provides that Mr. Griffin will earn a base salary of $380,000 per annum, and he will be eligible for a target bonus of 80% of base salary.
Mr. Griffin will continue to be entitled to participate in Hyzon’s employee health/welfare and retirement benefit plans and programs.
Mr. Griffin does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Griffin and any other person pursuant to which Mr. Griffin was selected to serve as the Company’s President, North America. Mr. Griffin is not related to any member of the Board or any executive officer of the Company.
The foregoing summary of the terms and conditions of Ms. Wu’s and Mr. Griffin’s appointments and responsibilities do not purport to be complete, and they are qualified in their entirety by reference to the complete text of their employment agreements as modified by those certain letter agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.