Exhibit 99.1

TABLE OF CONTENTS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements concerning anticipated markets for our products, implementation of government policy initiatives, planned manufacturing capacity expansion, product cost reduction activities and planned investments. These forward-looking statements reflect Ballard’s current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any such statements are based on Ballard’s assumptions relating to its financial forecasts and expectations regarding its product development efforts, manufacturing capacity, and market demand. For a detailed discussion of the factors and assumptions that these statements are based upon, and factors that could cause our actual results or outcomes to differ materially, please refer to Ballard’s most recent management’s discussion & analysis. Other risks and uncertainties that may cause Ballard’s actual results to be materially different include general economic and regulatory changes, detrimental reliance on third parties, successfully achieving our business plans and achieving and sustaining profitability. For a detailed discussion of these and other risk factors that could affect Ballard’s future performance, please refer to Ballard’s most recent Annual Information Form. These forward-looking statements are provided to enable external stakeholders to understand Ballard’s expectations as at the date of this document and may not be appropriate for other purposes. Readers should not place undue reliance on these statements and Ballard assumes no obligation to update or release any revisions to them, other than as required under applicable legislation.

BALLARD POWER SYSTEMS INC.

9000 Glenlyon Parkway
Burnaby, British Columbia, Canada V5J 5J8

NOTICE OF ANNUAL MEETING

TO OUR SHAREHOLDERS:

Our 2025 Annual Meeting (the “Meeting”) will be held on Wednesday, June 4, 2025, at 1:00 p.m. (Pacific Daylight Time). As last year, this year’s Meeting will be a virtual meeting of shareholders. You will be able to attend the Meeting, vote and submit your questions during the Meeting via live webcast by visiting www.virtualshareholdermeeting.com/ BLDP2025.

The Meeting will be held for the following purposes:

A detailed description of the matters to be dealt with at the Meeting are included with this Notice. To participate in the Meeting, shareholders will need to visit www.virtualshareholdermeeting.com/BLDP2025 and log-in using the 16-digit control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug-ins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 1:00 p.m. (Pacific Daylight Time) on Wednesday, June 4, 2025. Online check-in will begin 15 minutes prior, at 12:45 p.m. (PDT). You should allow ample time for online check-in procedures. The webcast Meeting allows you to attend the Meeting live, submit questions and submit your vote while the Meeting is being held if you have not done so in advance of the Meeting. For any technical difficulties experienced during the check-in process or during the Meeting, please call the number located on the virtual meeting page. Guests will be able to attend the Meeting through the live webcast only, by joining the webcast as a guest at .www.virtualshareholdermeeting.com/BLDP2025. They will not be able to submit questions or vote.

DATED at Burnaby, British Columbia, Canada, April 7, 2025.

LETTER FROM OUR BOARD CHAIR

Fellow Shareholders:

2024 was a challenging year for the hydrogen and fuel cell industry, including Ballard. Amidst continued policy uncertainty, there was widespread recognition of a significant delay in the commercial adoption of clean hydrogen and PEM fuel cells. Valuations across most of the industry experienced substantial declines.

Your Board worked closely with management throughout 2024 to navigate these challenges. We delved into the changing industry context and uncertain market outlook. We initiated a comprehensive review of our strategy and strategic alternatives. We reassessed all elements of our business model and growth plan.

Responding to these challenges, we determined to scale back our investments to better align with delayed market adoption, including a necessary restructuring that was handled with dignity, respect, and fairness.

We also conducted a strategic review of our China business, including our investment in the Weichai-Ballard JV. Following this review, we have decided not to make any additional significant investments in China.

This important work continues in 2025.

Despite these challenges, we remain excited about the prospects for the hydrogen sector, recognizing that meaningful progress will take time. We continue to believe hydrogen and PEM fuel cells will play an important long-term role in decarbonizing heavy-duty transportation.

We intend to prudently pace our investments to ensure we survive an industry rationalization while also positioning Ballard to remain a technology and market leader when market adoption occurs, while acknowledging the timeline for the tipping point is uncertain. Unlike many industry participants, we have no mid-term financing requirements.

On behalf of the Board, we extend sincere gratitude to our dedicated employees. Notwithstanding profound challenges in 2024, our team made important progress, including milestone customer orders, record engine shipments, and high value product development.

We were also pleased that Jacqui Dedo joined our Board in 2024. Her relevant experience and complementary perspective have been invaluable to our discussions and decision-making.

Finally, I want to acknowledge that it hasn’t been easy being a Ballard shareholder in recent years, including in 2024. We sincerely appreciate your continued confidence and support. We believe we are on the right path to both survive near-term challenges and thrive with long-term opportunities.

Respectfully,

“James Roche”

JAMES ROCHE

Board Chair

EXECUTIVE SUMMARY

SUMMARY OF THE MEETING

The highlights of the Meeting are outlined below. Please take the time to read the full document prior to voting your Shares.

MATTERS TO BE VOTED ON

ELECTION OF DIRECTORS

Shareholders will be asked to vote on our director nominees below. See Section 2: Business of the Meeting on page 10. Each of our director nominees has executive leadership experience and experience developing and implementing corporate strategy, and further contributes their expertise in the areas listed. For more information concerning our nominees, see Section 3: Election of Directors on page 12.

Audit = Audit Committee | Commercial = Commercial Committee | PCC = People & Compensation Committee | SGC = Sustainability & Governance Committee

¹ Mr. Hayhurst stepped down as Chair of the Audit Committee on March 12, 2024, and Ms. Bayless was appointed Chair on the same date.

² Ms. Dedo was appointed to the Board as of March 27, 2024, appointed to committees on June 5, 2024, and attended all meetings from those dates.

APPOINTMENT OF AUDITORS

Our Audit Committee has recommended that KPMG LLP, Chartered Accountants, of 777 Dunsmuir Street, Vancouver, British Columbia, be nominated at the Meeting for re-appointment as our external auditors. See Section 2: Business of the Meeting on page 10.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Shareholders may take part in our advisory vote on executive compensation to have a say in the compensation of our executive team. See more information in Section 2: Business of the Meeting on page 10.

SECTION 1: VOTING INFORMATION

DISTRIBUTION OF MEETING MATERIALS TO BENEFICIAL SHAREHOLDERS

Ballard has distributed copies of the notice-and-access notice and voting instruction form to the depositories and intermediaries for onward distribution to beneficial shareholders. Beneficial shareholders who have previously provided standing instructions will receive a paper copy of the Notice of Meeting and Circular. The Annual Report containing our financial statements and related management’s discussion and analysis will be sent to those shareholders that have requested a copy. If you are a beneficial shareholder and Ballard or its agent has sent these materials directly to you, your name and address and information about your holdings and securities have been obtained in accordance with securities regulatory requirements from the intermediary holding on your behalf.

OBTAINING A PAPER COPY OF THE CIRCULAR AND FINANCIAL STATEMENTS

In lieu of mailing the Notice of Meeting, Circular and annual report containing our audited financial statements and management’s discussion and analysis for the year ended December 31, 2024, Ballard is using notice-and-access to provide an electronic copy of these documents to registered shareholders and beneficial shareholders by posting them on www.ballard.com and on Ballard's profile on SEDAR+ (www.sedarplus.ca). For more information regarding notice-and-access, you may call toll free at 1-844-916-0609 (English) or 1-844-973- 0593 (French), from Canada or the United States.

If you wish to obtain a paper copy of these documents, you may call toll free at 1-877-907-7643, from Canada or the United States and enter the 16-digit control number located on your form of proxy or voting instruction form.

If you do not have a control number, please call toll free at

You must call to request a paper copy by May 21, 2025, in order to receive a paper copy prior to the deadline for submission of your voting instructions or form of proxy. If your request is received on or after the date of the Meeting, then the documents will be sent to you within ten calendar days of your request. Ballard will provide a paper copy of the documents to any registered or beneficial shareholder upon request for a period of one year following the date of the filing of this Circular on SEDAR+ (www.sedarplus.ca).

If you have standing instructions to receive paper copies of these documents and would like to revoke them, please call the individual who services your account.

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by our management in connection with the Meeting to be held on Wednesday, June 4, 2025, at 1:00 p.m. (Pacific Daylight Time), or the date and place of any adjournment thereof. We are soliciting proxies primarily by mail, but our directors, officers and employees may solicit proxies personally, by telephone, by other means of electronic communication. The cost of the solicitation will be borne by us. The approximate date on which this Circular and the related materials are first being sent to registered shareholders is April 22, 2025.

HOW TO VOTE

Shareholders are encouraged to vote in advance of the Meeting at www.proxyvote.com.

Even if you currently plan to participate in the Meeting, you should consider voting your Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or if you are unable to access the Meeting for any reason.

Vote Options

Appointee Instructions

You are encouraged to appoint yourself or such other person (other than the named proxyholders) online at www.proxyvote.com as this will reduce the risk of any mail disruptions in the current environment and will allow you to share the Appointee Information you have created with any other person you have appointed to represent you at the Meeting more easily. If you do not designate the Appointee Information when completing your form of proxy or voting information form or if you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and vote at the Meeting on your behalf, that other person will not be able to access the Meeting and vote on your behalf.

You must provide your Appointee the exact name and eight-character Appointee Identification Number to access the Meeting. Appointees can only be validated at the Meeting using the exact name and eight- character Appointee Identification Number you enter.

If you do not create an eight-character Appointee Identification Number, your appointee will not be able to access the Meeting.

Proxy Cut-off

You are encouraged to provide your voting instructions or appoint your proxyholder online at www.proxyvote.com in accordance with the instructions on the form of proxy by no later than 5:00 p.m. (PDT) on Monday, June 2, 2025, or if the Meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in B.C.) prior to the reconvened meeting (the proxy cut-off). If you prefer, you may also complete and return your form of proxy to Broadridge at Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON, L3R 9Z9. Broadridge must receive your completed form of proxy or voting instruction form prior to the proxy deadline.

Providing your voting instructions or voting by proxy cut-off will ensure your vote is counted at the Meeting even if you later decide not to attend the Meeting or are unable to access it in the event of technical difficulties. If you attend and vote at the Meeting during the live webcast, any proxy you have previously given will be revoked.

Changing Your Voting Instructions

If you change your mind about how you want to vote your Shares, you can revoke your proxy form or voting instruction form by voting again on the internet or by phone.

Registered shareholders can revoke their instructions by delivering a signed written notice executed by the registered shareholder or by his or her attorney authorized in writing or, where the registered shareholder is a company, by a duly authorized officer or attorney of that company, and delivered to:

Beneficial shareholders who are unable to vote on the internet or by phone should consult their intermediary if they wish to revoke their instructions.

A proxy may also be revoked in any other manner provided by law. Any revocation of a proxy will not affect a matter on which a vote is taken before such revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION BY PROXIES

If you complete and submit your proxy properly, then the proxyholder named in the accompanying form of proxy will vote or withhold from voting the Shares represented by the proxy in accordance with your instructions.

If you do not specify a choice on any given matter to be voted upon, your Shares will be voted in favour of such matter. The proxy grants the proxyholder the discretion to vote on amendments to or variations of matters identified in the Notice of Annual Meeting and with respect to other matters that may properly come before the Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

As of the Record Date of April 7, 2025, we had 299,833,234 Shares issued and outstanding, each carrying the right to one vote. Every individual who is present as a registered shareholder or as a representative of one or more corporate registered shareholders, or who is holding a proxy on behalf of a registered shareholder who is not present at the Meeting, will have one vote for each Share recorded in the registered shareholder’s name in Ballard’s central securities register.

As of the Record Date, Weichai Power Co., Ltd. (“Weichai”) beneficially owns 46,131,712 Shares, representing 15.4% of all issued and outstanding Shares, each carrying the right to one vote. As of the Record Date, to the knowledge of our directors and executive officers, no other person beneficially owns, controls or directs, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all issued and outstanding Shares carrying the right to vote in all circumstances.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No one who has been a director, director nominee or executive officer of ours at any time since January 1, 2025, or any of his or her associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of Shares or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

SECTION 2: BUSINESS OF THE MEETING

REPORT OF MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENTS

The report of management and the audited consolidated financial statements for the year ended December 31, 2024, including management’s discussion and analysis, are contained in the Ballard 2024 annual report. All shareholders should have received the 2024 annual report electronically or by mail, or have received a notice-and-access notification.

If you did not receive a copy, you may view it online (www.ballard.com/investor-hub) or to obtain a paper copy, see “Obtaining a Paper Copy of the Circular and Financial Statements” on page 7, above.

ELECTION OF DIRECTORS

At the Meeting you will be asked to elect ten directors. All our nominees are currently members of the Board.

Each shareholder will be entitled to vote for, or withhold their votes from, the election of each director. Under our majority voting policy, if a director is elected in an uncontested election where more votes are withheld than voted in favour of their election, then the director will be required to tender their resignation to the Board. The SGC will consider the matter and make a recommendation to the Board. Absent extraordinary circumstances, the resignation will be accepted. Any director who tenders their resignation will not participate in the deliberations of either the SGC or the Board relating to the resignation. The Board will decide whether or not to accept the tendered resignation and within 90 days after the shareholders’ meeting, issue a press release which either confirms that they have accepted the resignation or provides an explanation for why they have refused to accept it. Our majority voting policy is included in our Corporate Governance Policies, which can be found on our website at www.ballard.com/investor-hub.

Each elected director will hold office until the end of our next annual shareholders’ meeting (or if no director is then elected, until a successor is elected) unless the director resigns or is otherwise removed from office earlier. If any nominee for election as a director advises us that she or he is unable to serve as a director, the persons named in the enclosed proxy will vote to elect a substitute director at their discretion.

As part of the collaboration with Weichai announced on November 13, 2018, Weichai has the right to nominate two directors to Ballard’s Board so long as Weichai holds at least 15% of Ballard’s outstanding Shares.

APPOINTMENT OF AUDITORS

Our Audit Committee has recommended that KPMG LLP, Chartered Accountants, of 777 Dunsmuir Street, Vancouver, British Columbia, be nominated at the Meeting for re-appointment as our external auditors. Our Audit Committee will fix the remuneration of our external auditors if authorized to do so by shareholders at the Meeting. It is expected that representatives of KPMG LLP will be present at the Meeting. KPMG LLP were appointed as our external auditors in 1999. We comply with the requirement to rotate our audit engagement partner every five years. A new audit engagement partner will be appointed in 2025.

The following table shows the total fees we incurred with KPMG LLP in 2024 and 2023:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The People & Compensation Committee (“PCC”) monitors developments and trends of best practices relating to executive compensation, including relating to “say-on-pay” in Canada and in the United States. In the United States, the SEC has established “say-on-pay” advisory shareholder vote requirements for certain issuers. Although Ballard’s Shares are traded on NASDAQ, Ballard is a “foreign private issuer” under applicable SEC rules and, accordingly, these requirements do not apply to Ballard. Although “say-on-pay” shareholder votes have yet to be mandated in Canada, a number of larger issuers in Canada have voluntarily implemented such advisory votes. Ballard has voluntarily implemented “say on pay” advisory votes since 2011.

The PCC recommended to the Board that shareholders again be provided the opportunity, on an advisory basis, to vote at the Meeting in respect of Ballard’s approach to executive compensation. The PCC also recommended that adoption by the Board of a formal “say-on-pay” policy should continue to be deferred until Canadian securities regulatory authorities have set out the applicable regulatory requirements.

Accordingly, shareholders are able to vote at this Meeting, on an advisory and non-binding basis, “FOR” or “AGAINST” Ballard’s current approach to executive compensation through the following resolution:

The Board believes that shareholders should be well informed about and fully understand the objectives, philosophy and principles that it has used to make executive compensation decisions. For information regarding Ballard’s approach to executive compensation, shareholders should review the section entitled “Executive Compensation – Compensation Discussion and Analysis” on page 33.

Approval of the above advisory resolution will require an affirmative vote of a majority of the votes cast on the matter at the Meeting. Abstentions will have no effect and will not be counted as votes cast on the resolution. As the vote on this resolution is advisory, the results will not be binding on the Board or the PCC. However, the Board and the PCC will take the results of the advisory vote into account, as appropriate, as part of their ongoing review of Ballard’s executive compensation objectives, philosophy, principles, policies and programs.

SECTION 3: ELECTION OF DIRECTORS

SUMMARY OF DIRECTOR NOMINEES

There are ten directors proposed for election to the Board at the Meeting. The director nominees are:

Independence

 

Ballard’s director nominees represent a well-rounded diversity of skills, knowledge, experience and perspectives and all are seasoned leaders.

Board Competencies/Skills Matrix

The SGC defines director competency as skill, knowledge, education, experience or expertise that can be measured and contributes to director effectiveness. It is not necessary for directors to be expert in most or even many competencies. What is important is that the Board has the collective knowledge and experience to provide oversight and strategic advice to management. The SGC and the Board have determined that the following competencies are the most relevant for the Board at this time:

Annually, each director completes a self-assessment of their knowledge, skills and experience for each of the relevant competencies. This information is used to assess the Board’s overall strengths and to assist in the Board’s ongoing renewal process, which balances the need for experience and knowledge of Ballard’s business with the benefit of board renewal and diversity. Although the directors have a breadth of experience in many areas, the skills matrix set out below lists the key competencies determined by each director. The matrix is not intended to be an exhaustive list of each director’s skills and experience.

DIRECTOR PROFILES

The following section provides detailed information on each person nominated for election as a director. Director nominee profiles include a summary of each nominee’s career experience, areas of expertise, current board committee memberships and directorships at other public companies over the past five years. The information about each director nominee in this Circular is current as of April 7, 2025, except as otherwise noted.

The profiles also include each nominee’s equity ownership in Ballard as at the date of this Circular and the date of the 2024 circular, respectively. We determined the total market value of securities held based on a CDN$1.55 and CDN$4.27 closing Share price on the TSX as of April 7, 2025, and April 8, 2024, respectively. The number of Shares shown as being held by each nominee constitute the number beneficially owned, or controlled or directed, directly or indirectly, by that nominee and such information has been provided to us by that nominee.

The share ownership target for non-management directors is 3 times the prevailing annual retainer. Directors who are shareholder nominees appointed pursuant to agreements with Ballard (Mr. Chen and Mr. Wang, who are Weichai nominees) are not compensated by Ballard for their service as directors and are not subject to shareholding guidelines.

As President and CEO, Mr. MacEwen is subject to shareholding guidelines for our executive officers, and also holds PSUs, RSUs, and options. See page 31 for “Share Ownership Guidelines” and the “Executive Compensation Tables” starting on page 51 for more details.

The attendance figures in each nominee’s profile show the number of Board and committee meetings the nominee attended in 2024 out of the number of meetings that were held while the nominee was a member. The Board has set a minimum meeting attendance guideline of 75%. Non-compliance with this guideline by a director is one of the factors considered in his or her individual performance evaluation at the end of the year.

Canadian securities legislation requires disclosure if, as at the date of the Circular, or within 10 years before the date of the Circular, a director or executive officer was a director or officer of any company that became insolvent while that

person was acting in that capacity, or within one year from ceasing to act in that capacity. In this regard, Mr. Roche was Chair of Aonix Advanced Materials Corp. (a private company) when a bankruptcy order was issued against it under the Bankruptcy and Insolvency Act (Canada) on October 13, 2017.

¹ Ms. Bayless was appointed Chair of the Audit Committee as of March 12, 2024.

¹ Mr. Hayhurst stepped down as Chair of the Audit Committee as of March 12, 2024.

DIRECTOR COMPENSATION

Director Compensation Philosophy

The SGC is responsible for determining compensation for our directors and recommending changes to the Board as appropriate. In determining the appropriate level and mix of elements in directors’ compensation, the SGC is guided by the following compensation principles:

Benchmarking

The SGC compares the mix and level of compensation for Ballard directors to the mix and level for directors of the comparator group developed for benchmarking executive compensation. This peer group is representative of the regions where Ballard operates; Canada, US, and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base, and market focus. See “Peer Group” on page 38 for further information.

The SGC retains independent compensation consultants (Hugessen) for professional advice and as a source of competitive market information. After reviewing market data and applying Ballard's compensation principles, the SGC makes its recommendations to the Board for director compensation.

Compensation Structure

Ballard uses an annual flat fee structure for our independent directors that considers the different responsibilities of the chairs of each committee and the Board Chair, while eliminating all Board and standing committee meeting fees. A flat fee structure better aligns with the evolving role of directors and the ongoing risk, responsibility and duties of our directors throughout the year compared to a fee structure based on attendance at meetings.

Management directors (the President & CEO) and directors who are shareholder nominees appointed pursuant to agreements with Ballard are not compensated for their service as directors. However, all directors are entitled to reimbursement for travel and other reasonable expenses incurred in connection with fulfilling their duties. If a meeting or group of meetings is held on a continent other than the continent on which a director (other than management or shareholder directors) is resident, that director will receive a travel fee of CDN$2,250, in recognition of the additional time required to travel to and from the meeting. Additional meeting fees may also be paid for service on a special committee.

The director fee amounts were updated effective January 1, 2024. The 2024 annual fee structure, including the cash/equity split of retainers, is shown in the following table. Amounts shown are in CDN$.

Directors may annually elect to receive all of their remuneration in DSUs, at their discretion.

As of 2024, directors who have met their minimum shareholding requirements may elect to receive either the DSU portion of their annual retainer, or 100% of their annual retainer, in RSUs. This change will be effective in 2025.

2024 Director Compensation

In 2024, the following compensation was earned by our non-executive directors (amounts shown are in CDN$):

Director Share Ownership Guidelines

We have minimum share ownership guidelines that apply to our directors, other than management directors (Mr. MacEwen, who is subject to similar guidelines for our executive officers) and directors who are shareholder nominees appointed pursuant to agreements with Ballard.

The share ownership target for non-management directors is 3 times the prevailing annual retainer (excluding committee chair retainers). Directors have six years from the date that they are first elected to the Board to comply with this minimum share ownership guideline. Any DSUs that a director receives as payment for all or part of their annual retainer will be credited towards calculating achievement of the minimum share ownership requirements.

The value of Shares and DSUs held by directors is measured on or about December 31st of each year based on the greater of: (1) the market value of Ballard’s shares on that date; or (2) the purchase price actually paid by the director for such Shares or the value of DSUs or Shares received by the director when granted.

Following is a table showing non-executive director shareholdings as of December 31, 2024:

¹ As Weichai nominees, Mr. Chen and Mr. Wang are not compensated for their service as directors and are not subject to our minimum share ownership guidelines.

All our non-executive directors (other than directors who are shareholder nominees appointed pursuant to agreements with Ballard) have met or exceeded the share ownership target, other than Ms. Bayless, Ms. Dedo, and Mr. Muehlhaeuser who are still within the six-year period following the date of their appointment for meeting the target.

The number of shares and DSUs owned or controlled by each director as at April 7, 2025, and April 8, 2024, as well as their total market value, can be found in “Director Profiles” starting on page 14. Additional information for Mr. MacEwen is on page 48.

Director Share-Based Compensation

The following table sets forth all option-based and Share-based awards granted to our non-executive directors that are outstanding as of December 31, 2024.

In 2003, we ceased the practice of annual grants of share options to our independent directors and there are no options grants outstanding to independent directors at this time. DSUs vest immediately as they are issued in respect of remuneration that would have otherwise been paid in cash. DSUs cannot be redeemed until such time as the director leaves the Board, and their value on redemption will be based on the value of Shares at that time.

Outstanding Share-Based Awards and Option-Based Awards (as of December 31, 2024)

¹ This amount is calculated by multiplying the number of vested DSUs by the closing price of the Shares underlying the DSUs on the TSX as at December 31, 2024.

² As Weichai nominees, Mr. Chen and Mr. Wang were not compensated for their service as directors.

No incentive plan awards vested for, or were earned by, our directors during the year ended December 31, 2024.

Directors are not permitted to hedge the market value of Ballard securities they hold. Directors are also generally prohibited from (a) buying or selling puts or calls of Ballard securities; (b) short selling Ballard securities; or (c) purchasing Ballard securities on margin or pledging them as collateral for a loan.

SECTION 4: CORPORATE GOVERNANCE

CORPORATE GOVERNANCE AT A GLANCE

Our Board and senior management consider good corporate governance to be central to our effective and efficient operation. We monitor corporate governance initiatives as they develop and benchmark industry practices to ensure that we are complying with applicable corporate governance rules.

BOARD GOVERNANCE

Our Corporate Governance Policies provide for Board composition and director qualification standards, tenure and term limits, director responsibilities, the form and amount of director compensation, director orientation and continuing education, succession planning, and performance evaluation of the Board.

The Board operates under a formal mandate (a copy of which is attached as Appendix “A”), which sets out its duties and responsibilities, including matters such as corporate strategy, fiscal management and reporting, selection of management, legal and regulatory compliance, risk management, cybersecurity, external communications and Board effectiveness. The Board has also established terms of reference for the Board Chair, committee chairs, and individual directors that set out the directors’ individual responsibilities and duties. Terms of reference are also established for the CEO. These terms of reference and our Corporate Governance Policies serve as a code of conduct with which each director is expected to comply.

In addition, we have a Board-approved Code of Ethics, which applies to all members of the Board, as well as our officers and employees. This document is reviewed annually and updated or revised as necessary. Annually, all employees of Ballard and our subsidiaries globally, and the Board, are required to formally acknowledge they have read, reviewed and comply with the Code of Ethics and other key policies. A compliance report is then presented to the SGC and Board.

Copies of our Corporate Governance Policies, the Board mandate, Chair and director terms of reference, and our Code of Ethics can be found on our website (www.ballard.com/investor-hub).

Ballard complies with all applicable Canadian and U.S. corporate governance rules, regulations and policies, including those of the Canadian Securities Administrators, the SEC, the TSX and NASDAQ.

Board Independence and Director Responsibilities

We assess director independence in accordance with the criteria established by the TSX and NASDAQ, and by applicable Canadian and US rules and regulations, including the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Ballard’s policies require a majority of the Board’s members to be independent, as well as the Board Chair. In addition, all committee members must be independent. The Board evaluates the independence of each director by applying these independence criteria to the relationship between each director and Ballard based on information updated annually through a comprehensive questionnaire.

Randy MacEwen, our President and Chief Executive Officer, is not independent. While our Weichai nominees, Mr. Chen and Mr. Wang, are considered independent under applicable Canadian rules, they are not independent pursuant to NASDAQ rules and we have identified them as non-independent.

The Board has established a guideline for outside public board service. Directors may sit on no more than five public company boards, including Ballard’s Board; and directors who are CEOs (or hold similar positions) may sit on no more than two public company boards in addition to their own company’s board. In calculating service on public company boards, service on a board of a company affiliated with the director’s employer is not included. Currently all of our Board members comply with this guideline. We also conduct an annual review of the other corporate boards on which our directors sit and have determined that currently there are no board interlocks with respect to our directors.

Director Term Limits

¹ These provisions do not apply to the President & Chief Executive Officer in his/her role as a Board member.

Directors are elected yearly at our annual shareholders meeting and serve on the Board until the following annual shareholders meeting, at which time they either stand for re-election or leave the Board. If no meeting is held, each director serves until his or her successor is elected or appointed, unless the director resigns earlier.

Independent directors (excluding nominee directors) are expected to serve on at least one committee of the Board. The SGC is tasked with ensuring a rotation of committee members and chairs to broaden the experience and skills of each member of the Board and ensure an appropriate mix of experience and expertise in respect of the various roles of the Board and its committees.

Board Meetings

The Board meets on a regularly scheduled basis and directors are kept informed of our business and operations at meetings of the Board and its committees, and through reports by and discussions with management and committee chairs. The Board met seven (7) times during 2024. The independent directors held in camera sessions during each meeting, without management present.

The Board Chair is responsible for for organizing and setting the frequency of Board meetings, and sets the agenda for each Board meeting. The Board Chair is also responsible for ensuring the appropriate organization, content and flow of information to the Board and that all concerns of the directors are addressed.

Committees of the Board

The Board currently has four standing committees: (1) the Audit Committee; (2) the People & Compensation Committee (PCC); (3) the Sustainability & Governance Committee (SGC); and (4) the Commercial Committee.

The following chart sets out the members of our standing committees and their meeting attendance in 2024:

¹ Mr. Hayhurst stepped down as Chair and Ms. Bayless was appointed Chair effective March 12, 2024.

The members of these committees are all independent. Management directors and directors who are appointed by shareholders pursuant to agreements with Ballard are not eligible to serve on Board committees. After the Meeting, we will reconstitute the standing committees to reflect the newly elected Board.

Each committee has a mandate that sets out its scope, duties, and responsibilities, which is reviewed annually. Committee performance is assessed annually through a process overseen by the Board. Each committee reports on the activities to the Board on a regular basis. A description of the composition and responsibilities of each committee is shown in the table below.

* Ms. Dedo was appointed to committees on June 5, 2024.

* Mr. Hayhurst stepped down as Chair and Ms. Bayless was appointed Chair effective March 12, 2024.

* Ms. Dedo was appointed to committees on June 5, 2024.

In November 2024, the board struck a special committee tasked with reviewing strategic alternatives given the multi-year push out for hydrogen adoption. The members of the committee are: Douglas P. Hayhurst (Chair), Jacqueline Dedo, Hubertus M. Muehlhaeuser, and James Roche. The committee is expected to complete its mandate in 2025.

Shareholder Feedback and Communications

Our directors and managers recognize the benefits that come from a robust dialogue with shareholders and other relevant parties. We maintain an ongoing dialogue with our shareholders around our growth strategy, market positioning, financial performance, ESG practices, executive compensation, and corporate governance. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input and feedback, to remain well-informed regarding their perspectives and to help increase their understanding of our business.

Shareholders are able to send a message to our Investor Relations team directly at investors@ballard.com, ensuring that Ballard as an organization is accessible to all investors. We also have an e-mail process for shareholders to communicate directly with the Board. Shareholders who wish to can send a message to the Board Chair at boardofdirectors@ballard.com. The email address is also available on our website (www.ballard.com/contact-us). A summary of shareholder feedback that is received by us is provided to the Board through a quarterly report.

In 2024, the Board Chair, PCC Chair and SGC Chair met with representatives from proxy advisory firms ISS and Glass Lewis, and contacted or met with several larger institutional shareholders. Changes to corporate governance and executive compensation reflect in part feedback received during these meetings.

Board Orientation and Education

We have established a formal director orientation program. Upon joining our Board, each director receives an orientation regarding our business. Such orientation includes site visits to our manufacturing facilities, presentations regarding our business, technology and products, and access to digital resources that contain various reference documents and information.

The Board believes that continuing education is important for the development of the Board as a whole and for each individual director. The SGC reviews, approves and reports to the Board on an annual education calendar prepared with input from management. Continuing education is offered by way of:

Board and Director Performance Evaluations

The Board annually conducts an evaluation and review of its performance during the past year. The evaluation is conducted through a process determined from time to time by the SGC which elicits responses from individual directors on a confidential basis regarding performance and effectiveness of the Board and individual directors. The process may include the completion of a questionnaire by all the directors as well as individual director self-evaluations and peer evaluations. The SGC presents the summary results to the full Board, which then determines appropriate actions and changes to improve overall Board effectiveness.

In 2024, the process included completion of a confidential survey by each director. The survey included questions relating to Board organization and function; committee organization and function; Board relationships; director responsibilities and Board impact; Board succession; and also included peer reviews. A written summary of the survey results was presented to the SGC. The Board Chair provided one-on-one feedback to each Board member, and the SGC Chair provided one-on-one feedback to the Board Chair.

The Board also identifies a list of focus priorities each year. The SGC and the Board regularly monitor progress against these priorities throughout the year.

SECTION 5: EXECUTIVE COMPENSATION

A MESSAGE FROM THE PEOPLE AND COMPENSATION COMMITTEE CHAIR

Dear Shareholder,

On behalf of the Board, I am pleased to share with you an overview of our approach to executive compensation, that allows us to attract, retain, and motivate exceptional Executive talent.

Objectives and Philosophy

The Board, in service of the Corporation and shareholders, develops, monitors and evolves Ballard’s executive compensation plan, as required. This includes monitoring of industry best-practices, benchmarking against relevant comparators inside the hydrogen and fuel cell industry sector and relevant adjacent sectors, and the involvement of expert third parties to provide independent executive compensation advice. We also solicit investor feedback on our executive compensation approach by providing an advisory “say-on-pay” vote and through direct shareholder engagement.

Ballard’s Current Stage of Development & Recent Compensation Considerations

Throughout 2024, Ballard faced significant challenges due to slowed hydrogen infrastructure development and delayed fuel cell adoption. These headwinds resulted in significant changes to the structure of our organization through a detailed restructuring focused on operating expense savings.

In 2023, the PCC approved changes to Executive pay levels for 2024. These changes were discussed and approved prior to the announced restructuring and our understanding of challenges in market adoption. In 2024, the PCC did not undertake a benchmarking exercise as the PCC determined that no further changes to executive pay levels were needed for 2025 as Ballard focused on operational cost optimization.

In 2024, Ballard made a number of changes to the Executive team including welcoming a new CFO, Kate Igbalode, following the departure of our previous CFO, Paul Dobson. Additionally, we announced the appointment of Dr. Lee Sweetland as our new COO effective at the end of 2024, who succeeded Mark Biznek in the role.

The PCC, in consultation with Hugessen, continually monitors and assesses risks associated with our executive compensation programs and policies. Hugessen conducts formal compensation risk reviews periodically. There are no material risks associated with the compensation programs that were identified in the course of the most recent review. The Committee will continue to monitor programs to maintain high governance standards.

Highlights of 2024 Corporate Performance

Given the circumstances that unfolded in 2024, our achievement of quantitative goals within the STIP was mixed with both revenue and contribution margin falling below the threshold achievement value. We achieved above target performance on our Orderbook metric, with significant contribution from orders in the Bus and Rail markets. The Corporation was able to make significant progress on our strategic measures, including:

Alignment of Corporate Performance and CEO Pay

In 2024, organizational performance measured by the Corporate Scorecard was 78% of target. Actual CEO total direct compensation in 2024 was CDN$3,086,839, compared to target total direct compensation of CDN$3,250,000.

Separately, in 2024 actual CEO realized pay was CDN$1,358,049. This amount is the sum of base salary earned, 2023 annual bonus achieved and received in 2024, plus the value of vested equity during the year, which value includes RSU awards that were granted in 2023, and PSU awards that were granted in 2021 and vested in 2024 with an overall performance multiplier of 61.3%. When also considering the decline in the stock price, the 2021 - 2024 PSUs paid out at 8% of the original value granted. As all stock options are currently out of the money; therefore, the CEO did not exercise any stock options during 2024.

In closing, we appreciate your continued support of Ballard and look forward to you joining us virtually at the Meeting.

Sincerely,

“Hubertus M. Muehlhaeuser”

Hubertus M. Muehlhaeuser

People & Compensation Committee Chair

EXECUTIVE COMPENSATION GOVERNANCE

Compensation Framework

Our executive compensation programs are structured to ensure alignment between pay and performance and ensure adherence to governance best practices. The table below outlines the best practices the PCC uses for our compensation programs:

Advisors to the People & Compensation Committee

Ballard went to market in 2022 to assess prospective partners for executive compensation and selected Hugessen as compensation consultants. The following table sets out the fees paid to Hugessen during each of the two most recently completed financial years. “All Other Fees” reflect fees paid to Hugessen for advice provided to the SGC related to director compensation matters.

Compensation Risk Considerations

The PCC and Board believe that the risk associated with our compensation practices is relatively low. Nonetheless, the PCC and Board monitor these practices closely to ensure that they do not encourage behaviors that expose Ballard to greater risk.

The PCC and Board consider the risks associated with Ballard’s compensation policies and practices are mitigated by:

In early 2024, Hugessen undertook a review of Ballard’s plans and programs and worked to identify any areas that should be addressed or considered from a risk perspective. The PCC and Board have not identified any risks arising from the compensation policies and practices that are reasonably likely to have a material adverse effect on Ballard.

Share Ownership Guidelines and Share Trading Policy

Our minimum share ownership guidelines require each executive officer to own a minimum value of our Shares expressed as a multiple of prevailing base salary as set out below.

DSUs held by executives are included in their shareholdings; PSUs, RSUs and options held by executives are not. The value of Shares and DSUs held by executives is measured on or about December 31st of each year based on the greater of: (1) the market value of Ballard’s Shares on that date; or (2) the purchase price actually paid by the executive for such Shares or the value of DSUs or Shares received by the executive when granted. The CEO has met his minimum share ownership requirement. All other executive officers have met or are on track to meet the applicable guidelines. Executives have five years from their executive start date in which to meet these requirements.

Executive Clawback Provisions

Effective March 26, 2024, executives are subject to an updated compensation clawback policy that governs the recovery of incentive-based compensation from executive officers:

The policy applies to the Corporation’s current and former executive officers, as determined by the PCC in accordance with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and NASDAQ. It applies to incentive-based compensation during the three fiscal years preceding the date on which the Corporation is required to prepare an accounting restatement to correct a material error, or preceding the determination by the PCC that the executive officer has engaged in misconduct.

Recovery of erroneously awarded compensation in connection with a financial restatement is on a “no fault” basis, without regard to whether any misconduct occurred or an executive officer’s responsibility for the erroneous financial statements.

Anti-Hedging Policy

Executives and directors are not permitted to hedge the market value of Ballard securities granted to them as compensation or otherwise held, directly or indirectly, by them. They are also generally prohibited from (a) buying or selling puts or calls of Ballard securities; (b) short selling Ballard securities; or (c) purchasing Ballard securities on margin or pledging them as collateral for a loan.

Executive Team Demographics

We currently have seven executives, including two women, representing 29% of our executives.

Ballard does not have a target number of women executive officers. Given the small size of its executive team, Ballard believes that implementing targets would not be appropriate. However, in its hiring practices, Ballard considers the number of women and other diverse candidates in executive officer positions and the desirability of achieving an appropriate level of representation. The PCC and Board annually review executive succession plans and emerging leadership candidates, including a review of demographic information to ensure the correct focus on diversity.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

This section discusses the elements of compensation earned by our “Named Executive Officers” (or “NEOs”) as of December 31, 2024.

Randy MacEwen	Paul Dobson	Kate Igbalode	Mark Biznek	Mircea Gradu	David Mucciacciaro
	Senior Vice President	Senior Vice	Senior Vice	Senior Vice	Senior Vice
President and Chief	and Chief Financial	President and Chief	President and Chief	President and Chief	President and Chief
Executive Officer	Officer	Financial Officer	Operating Officer	Engineering Officer	Commercial Officer

The total market value of securities is calculated using the Canadian dollar closing price of the Shares underlying the equity holdings on the TSX on December 31, 2024 and 2023, respectively. The value of PSUs shown below assume a 1x performance multiplier.

NEO Total Compensation Summary

	Total Compensation		Target Pay Mix
Randy MacEwen
President & Chief		2024	2023	% Change	% Pay Mix
Executive Officer	Base Salary	$639,589	$600,000	7%	21%
	STIP	$497,250	$561,600	(11)%	16%
Time in role:	LTIP	$1,950,000	$1,800,000	8%	63%
11 years	Other	$55,409	$47,374	17%	N/A
	Total	$3,142,248	$3,008,974
BC, Canada	Equity Holdings as at December 31
			2024		2023
	Shares		331,404		312,680
	PSUs		589,426		283,642
	RSUs		151,928		65,029
	Options		114,229		114,229
	DSUs		148,046		148,046
	Total market value of securities		$3,190,728		$4,535,003

	Total Compensation		Target Pay Mix
Paul Dobson1
Senior Vice President		2024	2023	% Change	% Pay Mix
& Chief Financial	Base Salary	$411,327	$553,977	(26)%	33%
Officer	STIP	$249,993	$386,148	(35)%	20%
Time in role:	LTIP	$603,532	$553,976	9%	48%
3 years	Other	$929,123	$43,379	2042%	N/A
	Total	$2,193,975	$1,537,480
Florida, USA	Equity Holdings as at December 31
			2024		2023
	Shares		n/a		1,350
	PSUs		0		76,756
	RSUs		0		48,997
	Options		0		18,713
	Total market value of securities		n/a		$715,959
	1 As a consequence of restructuring, Mr. Dobson departed the Corporation on September 12, 2024.

	Total Compensation		Target Pay Mix
Kate Igbalode2
Senior Vice President		2024	2023	% Change	% Pay Mix
& Chief Financial	Base Salary	$360,793	$315,767	14%	48%
Officer	STIP	$185,365	$166,615	11%	25%
Time in role:	LTIP	$201,050	$331,749	(39)%	27%
<1 year	Other	$66,307	$26,999	146%	N/A
	Total	$813,515	$841,130
Washington, USA	Equity Holdings as at December 31
			2024		2023
	Shares		5,756		2,394
	PSUs		46,083		21,294
	RSUs		55,966		35,749
	Options		7,740		7,740
	Total market value of securities		$276,152		$329,840
	2 Ms. Igbalode was appointed Sr Vice President & Chief Financial Officer on September 12, 2024.

	Total Compensation		Target Pay Mix
Mark Biznek3
Senior Vice President		2024	2023	% Change	% Pay Mix
& Chief Operations Officer	Base Salary	$409,501	$420,324	(3)%	43%
Time in role:	STIP	$243,986	$273,000	(11)%	26%
2 years	LTIP	$288,400	$280,000	3%	31%
	Other	$695,832	$139,125	400%	N/A
	Total	$1,637,719	$1,112,449
BC, Canada	Equity Holdings as at December 31
			2024		2023
	Shares		n/a		5
	PSUs		0		0
	RSUs		0		50,000
	Options		0		0
	Total market value of securities		n/a		$245,525
	3 As a consequence of restructuring, Mr. Biznek departed the Corporation on December 31, 2024.

	Total Compensation		Target Pay Mix
Mircea Gradu
Senior Vice President		2024	2023	% Change	% Pay Mix
& Chief Engineering	Base Salary	$409,501	$400,000	2%	43%
Officer	STIP	$256,964	$272,160	(6)%	27%
Time in role:	LTIP	$288,400	$280,000	3%	30%
2.3 years	Other	$70,121	$92,878	(25)%	N/A
	Total	$1,024,986	$1,045,038
BC, Canada	Equity Holdings as at December 31
			2024		2023
	Shares		1,592		25
	PSUs		78,521		30,347
	RSUs		50,200		37,513
	Options		0		0
	Total market value of securities		$311,446		$333,314

	Total Compensation		Target Pay Mix
David Mucciacciaro
Senior Vice President		2024	2023	% Change	% Pay Mix
& Chief Commercial	Base Salary	$441,924	$431,670	2%	44%
Officer	STIP	$242,763	$252,915	(4)%	24%
Time in role:	LTIP	$311,234	$302,169	3%	31%
2.5 years	Other	$96,490	$33,545	188%	N/A
	Total	$1,092,411	$1,020,299
Michigan, USA	Equity Holdings as at December 31
			2024		2023
	Shares		2,476		500
	PSUs		80,323		31,312
	RSUs		52,221		39,363
	Options		0		0
	Total market value of securities		322,697		$349,470

As noted above, Mr. Dobson and Mr. Biznek departed the Corporation in 2024 as a consequence of restructuring. Their "Other" compensation for 2024 includes severance payments. See "Termination and Change of Control Benefits" starting on page 54 for further details.

HOW EXECUTIVE COMPENSATION IS DETERMINED

The PCC reviews and approves executive officers’ compensation and benefits plans, including our annual bonus plan and our long-term equity-based compensation plans. As part of its mandate, the PCC:

Market Analysis & 2024 Executive Compensation Program Changes

Hugessen has provided the PCC independent advice since 2022. In 2022, Hugessen undertook a diagnostic review of our executive compensation plans and programs and the PCC ultimately approved a number of adjustments that are reflected in our current plans today.

Peer Group & Philosophy: The PCC, working with Hugessen, largely retained a similar peer group from 2023 with the exception of the removal of (1) Proterra (due to bankruptcy) and (2) ATS Corporation; and the inclusion of thyssenkrupp nucera. The refreshed comparator group is more representative of the regions and businesses where Ballard operates. It represents a suitable mix of Canadian, US and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base and business sector focus. At the time the peer group was approved, Ballard was positioned, on balance, between P25 and P50 on key sizing metrics relative to this peer group; therefore, the PCC takes a considered approach when interpreting and evaluating the market data. Our philosophy relative to the peer group is to align pay on a basis that considers Ballard’s relative size compared to peers and so currently results in target positioning between P25 and P50 of our peers.

Base Salary: Hugessen benchmarked Ballard's executive compensation against the refreshed comparator group and presented its analysis to the PCC in late 2023. Based on the results of the benchmarking, and given a variety of factors, including the relative size of Ballard to the comparator companies, the Corporation’s performance relative to the comparator group, individual executive role and experience, and internal pay equity, executive base salaries were increased by 3% - 8.3% in 2024.

Short-Term Incentive Plan: The weighting of our annual corporate performance metrics remained unchanged from 2023, with the financial component weighted at 60% and the strategic metrics weighted at 40%.

Long-Term Incentive Plan: Starting in 2023, LTIP grants comprise 75% PSUs subject to multi-year performance criteria and 3-year cliff vesting, and 25% RSUs subject to time vesting. Also starting in 2023, options no longer form a part of our executive LTIP. For 2023 and 2024 PSU grants, performance vesting will be based on two metrics that are equally weighted: (i) cumulative revenue during the three-year vesting period, consistent with the Corporation’s strategic plan, and (ii) relative total shareholder return (rTSR) against a defined comparator group.

For in-flight PSU awards issued in 2022, Ballard continues to set performance measures annually during the three-year term. The 2024 performance measures for these PSUs are based on annual revenue. This emphasis on revenue reflects the recent review and changes to new PSU grants starting in 2023; the consideration of various factors and potential metrics; the stage of development of the industry and the Corporation’s business; 2024 priority focus areas in the business; the importance of customer platform wins and market share; primary indicators of financial performance in 2024; the performance metrics used in the 2024 short-term incentive plan, and the two metrics used for the 2024 PSU grants.

Currency Approach: The approved peer group includes companies that are headquartered internationally, as a result we convert all data to a common currency (Canadian) using a three-year average to smooth currency volatility.

Highlights of Our Executive Compensation Policy

Our compensation philosophy focuses on creating shareholder value, paying for performance and effective risk management. Our objective is to pay competitively in the markets in which we compete for talent, while also aligning compensation with value created for shareholders.

The PCC targets our compensation at median for similarly sized companies. For 2024, the PCC generally positioned Ballard executive compensation between P25 and P50 of the market, recognizing within our peer group that Ballard is currently positioned between P25 and P50 on various scoring metrics. When interpreting market data and applying this data to executive positions, we are mindful of our positioning relative to our group and use relative adjusted positioning to inform pay decisions.

The Use of Benchmarking

Our overall compensation objective is to target pay competitively among our peer group and considers our relative size positioning between P25 and P50 of our comparator group in 2023. Over- achievement or under-achievement will result in actual payments for performance-based compensation being over or under the targeted amounts. Pay level setting for executives considers relevant factors such as role, experience, tenure, and performance of the individual. Considering these factors, target compensation for Ballard’s executive team varies around the 25^th percentile to median, which the Committee considers to balance the size and complexity of the roles and the need to attract and incentivize Ballard’s executives.

The PCC reviews the composition of the comparator group annually and updates it as required. Benchmarking for a company of Ballard’s size and stage of business is particularly challenging as our industry is nascent and there are few companies directly comparable. Many of the direct competitors in our industry are private or smaller fuel cell companies that are publicly traded. By contrast, companies in broader comparator groups, such as industrials and technology companies, are often significantly larger revenue companies that provide similarly inappropriate benchmarks. In determining the appropriate comparator group, the PCC utilizes benchmarking as a key input and considers several factors detailed below, including the labor markets in which we compete for executive talent. We note Ballard is focusing on sustainable commercial success of its products, consistent with many peers included in our peer group; therefore, we feel these peers best represent a market in which we compete for talent.

Peer Group

In June 2024, the PCC reviewed and approved the peer group which included two adjustments: (1) the removal of ATS Corporation and; (2) the inclusion of thyssenkrupp nucera. The PCC focused on largely maintaining the peer group to ensure comparability of data year-over-year. This peer group is representative of the regions where Ballard operates and competes for talent; Canada, US, and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base, and market focus. Importantly, we scanned Canadian publicly-traded companies and did not find other companies that operate in a similar sector and that are of similar size. Our positioning relative to our peers on market cap and total enterprise value, on a 6-month average basis, is between P25 and P50.

Our comparator group for 2024 was:

Short Business Descriptions sourced from S&P CapitalIQ

Positioning Relative to Peer Group:

At the time of approval, Ballard’s positioning relative to key financial metrics (including Market Capitalization, Total Enterprise Value, and EBITDA) was on average ~P35.

The PCC compares each executive officer’s annual salary, target annual incentive bonus and long-term incentive compensation value, both separately and in the aggregate, to amounts paid for comparable roles at comparator group companies.

Pay for Performance and Incentive Awards Aligned with Shareholders Interests

The alignment between pay for performance for executive officers and shareholder interests is clearly demonstrated as follows:

Short-Term Incentive Plan – Performance measures under the annual bonus plan are substantially and directly linked to the annual operating plan and certain strategic objectives, and achievement against those measures determines the size of the annual executive bonus award. When corporate performance is below the minimum level expected by the Board, this

amount could be zero. Equally, over-achievement against the measures may result in payment of bonus greater than the targeted amount, up to 150% of target.

Long Term Incentive Plan – PSUs deliver compensation value to executives by tying the earning of PSUs (i.e., ability to receive value from units) to the extent that performance measures related to key business objectives are met during the 3-year cliff vesting period. In addition, the value of vested PSUs change in line with movements in Ballard’s Share price. RSUs serve as an incentive and retention tool as they are only subject to time vesting. Like PSUs, the value of vested RSUs change in line with movements in Ballard’s Share price during the vesting period.

Executive Pay Mix and the Emphasis on “At Risk” Pay

We emphasize performance by linking a significant proportion of our executive officers’ total annual compensation to corporate and individual performance. For 2024, the amount of target annual compensation earned that was “at risk” was 80% for the CEO, 63% for Mr. Dobson, the former CFO, and 58% for Ms. Igbalode and the other Named Executive Officers, in the form of variable and/or performance-related compensation as shown below (including annual bonus, PSUs, and RSUs).

As such, executives will only receive value from those elements to the extent that the relevant performance conditions and vesting conditions are met. With long-term incentive (LTI), values are also aligned with share price performance.

As noted above, the CFO target direct compensation mix applied to Mr. Dobson, our former CFO. Our current CFO, Ms. Igbalode, has the same target direct compensation mix as other NEOs (right).

Compensation Framework for 2024

The 2024 compensation program for our executive officers has four primary components that deliver pay over the short- and long-term:

ELEMENTS OF EXECUTIVE COMPENSATION

Base Salary

The PCC is responsible for approving the base salary of our executive officers. Salary guidelines and adjustments for our executive officers are considered with reference to:

The following table outlines the base salaries in 2024 and 2023:

¹ Ms. Igbalode was appointed Senior Vice President and Chief Financial Officer on September 12, 2024. She previously served as Vice President, Corporate Finance & Strategy.

Short Term Incentive Plan - Target Bonus for Executive Officers

There were no changes made to short-term incentive structure or target bonus in 2024.

¹ Ms. Igbalode was appointed Senior Vice President and Chief Financial Officer on September 12, 2024. She previously served as Vice President, Corporate Finance & Strategy. The 2024 target bonus relates to her current position; the 2023 target bonus was for her prior role.

Annual performance bonus payments for each of the executive officers are determined at the discretion of the PCC and the Board with reference to (i) actual annual corporate performance against predetermined Corporate Scorecard goals, resulting in a Corporate Scorecard Multiplier, and (ii) actual annual individual executive performance against predetermined annual individual objectives, resulting in an Individual Performance Multiplier.

For a full discussion of annual incentive compensation for our President and CEO, see “CEO Compensation” starting at page  48.

Some metrics used within the annual plan we consider to be highly confidential information and would pose a key competitive risk should we disclose this information. Therefore, we have provided information on the metrics we believe to be of low risk to Ballard if shared.

Methodology for Determining Annual Incentives

For 2024, the actual annual bonus for each executive officer is determined by the PCC based on the following formula:

Corporate Scorecard Multiplier

The Corporate Scorecard Multiplier is determined on completion of each fiscal year by the PCC and approved by the Board with reference to achievement against the goals set out in a Corporate Performance Scorecard approved by the PCC and the Board at the start of the year. Each goal on the Corporate Performance Scorecard is assigned a relative weighting in terms of importance to the performance of Ballard. The Corporate Performance Scorecard typically includes a mix of quantitative and qualitative goals. Quantitative goals, including financial metrics, typically include a threshold level of performance below which the contribution of that goal to the overall corporate scorecard multiplier is zero, and a maximum beyond which no further contribution to the corporate scorecard multiplier accrues, interpolated linearly. The financial targets in the Corporate Scorecard reflect the annual operating plan goals and if met receive a 100% payout for the metric.

Based on Ballard’s actual performance in 2024, the Board assessed the Corporate Performance Scorecard as follows:

Individual Performance Multiplier

The individual performance multiplier is determined with reference to achievement against the individual goals set for each executive officer and demonstration of Ballard’s cultural values. Individual goals are set for individual executive officers by the CEO and reviewed by the PCC, and are based on agreed, objective and identifiable measures related to their roles, and aligned to the corporate performance goals. An individual performance multiplier greater than 100% (up to 150%) may be awarded for superior performance against these goals, with an individual performance multiplier of less than 100% being awarded for performance that does not achieve the goals.

In 2024, Named Executive Officers had individual multipliers ranging from 73% to 125%.

A summary of the Named Executive Officers’ annual bonus payments for 2024 is as follows:

Long Term Incentives

We provide our executive officers with equity-based long-term incentives through the Consolidated Share Distribution Plan (“SDP”). For 2024, our equity-based long-term incentives were granted in the form of PSUs and RSUs. These plans are designed to align executive officer remuneration with performance and long-term shareholder value. They serve a vital role in retaining executives as value under the awards is only received over time.

Previous and New LTIP

Prior to 2023, our executive LTIP included PSUs and options, weighted 75% and 25%, respectively. The PSUs were subject to annual revenue and gross margin ($) targets with the overall multiplier at the end of the three years being comprised of three annual multipliers. See “2022 PSU Awards” on page 46 for further information on our previous plan and the vesting of the 2022 PSUs under it.
Since 2023, our LTIP uses PSUs and RSUs, weighted 75% and 25%, respectively. PSUs cliff vest at three years and use a three-year cumulative revenue metric and rTSR metric to assess performance (see below for further information). The following information relates to our new LTIP.

Performance Share Units

Performance Share Units (PSUs) typically comprise 75% of the long-term incentive compensation provided to an executive. The number of PSUs granted to each executive officer is usually determined in the first quarter of each financial year, as a percentage of base salary. The PSUs cliff vest at the end of the three-year period and are subject to two metrics within the scorecard. Below a threshold PSU Scorecard performance, no PSUs are earned. Up to 200% of PSUs can be earned for PSU Scorecard performance in excess of 100%.

Our PSUs awarded in 2024 are subject to two metrics. The two metrics are highlighted below along with the targets and the performance periods. Redemption of vested PSUs may be satisfied either with Shares bought under the Market Purchase PSU Plan or by treasury Shares reserved under the SDP.

Our revenue metric (50% weighting) is a 3-year cumulative measure which we view as highly sensitive information. We plan to disclose our performance relative to this metric following the 3-year period.

The rTSR metric (50% weighting) is compared relative to a performance group of peers we have identified as close performance comparators. We note the performance group differs from our compensation comparator group as a number of the peers within the compensation group are relevant to Ballard from a talent perspective but do not experience the same market impacts on a performance basis. We note some peers are unique to the performance group (i.e., are not in the compensation group) as they are most relevant to Ballard on a performance basis. See the group below:

Given the significant volatility experienced throughout our sector, we use a multi-performance period approach for the rTSR metric as follows:

Performance relative to these peers uses a percentile rank approach, with targets set as follows:

Both the 3-year cumulatitve revenue and rTSR metrics use linear interpolation for achievement between a specified performance level.

Restricted Share Units

As noted above, 25% of the LTIP is granted in RSUs. RSUs vest one third each year following the grant date. One-time new hire RSU grants cliff vest after 3 years. See below for the target value awarded to each of our NEOs in 2024.

Target Value of LTIP Grants

The target value of long-term incentives granted to Named Executive Officers in 2024, and the composition of long-term incentives is set out in the table below.

This element of compensation supports Ballard’s overall compensation objectives by linking our shareholders’ interests with those of our executive officers, by providing our executive officers with compensation that is driven by the experience of our shareholders in terms of our share price performance, and in the case of PSUs is further tied to the achievement of performance measures. In addition, we require our executive officers to comply with minimum share ownership guidelines that further align them with the shareholders’ experience.

For 2024, the awards to our Named Executive Officers were as follows:

2022 PSU Awards

PSUs awarded prior to 2023 were subject to different plan guidelines. Those PSUs cliff vested after 3 years but used annual metrics for each year resulting in a calculated multiplier being weighted for each period.

The 2024 performance metric for the 2022 PSU Awards was a scaled target for annual revenue dollars linked to the 2024 annual operating plan, as follows:

Acheivement against the 2024 PSU Scorecard, based on actual revenue of $70M, was 0%.

See below for the following annual scores and the resulting multiplier for the remaining in-flight 2022 PSUs under our old PSU plan.

Perquisites

In addition to cash and equity compensation, the Corporation provides Named Executive Officers with certain personal benefits, consistent with similar benefits coverage within the comparator group. These benefits typically include a car allowance, medical benefits program, long and short-term disability coverage, life insurance, an annual medical and a financial planning allowance.

Retirement Benefits

Executives are eligible to receive a matching contribution by the Corporation to their Registered Retirement Savings Plan (RRSP), 401(k) or similar retirement plan. All executives resident in Canada receive an RRSP contribution up to 50% of the maximum amount allowable under the Income Tax Act (Canada). Annual contributions are pro-rated for any partial year of employment.

In 2024: Mr. MacEwen received an RRSP contribution from the Corporation, equal to 50% of the maximum amount allowable under the Income Tax Act (Canada), as he made an equivalent personal matching contribution; Mr. Dobson, Ms. Igbalode, and Mr. Mucciacciaro received 401(k) contributions from the Corporation equal to 36%, 56%, and 50%, respectively, of the annual maximum of the Internal Revenue Service, as they each made an equivalent personal matching contribution; and Mr. Biznek and Mr. Gradu each received CDN$12,000 annual cash in lieu of RRSP from the Corporation.

None of the Named Executive Officers participated in any sponsored Defined Benefits Plan, Defined Contribution Plan, or Supplemental Executive Retirement Plan, nor did they receive contributions to any such plan on their behalf from the Corporation.

CEO COMPENSATION

2024 CEO Compensation

Mr. MacEwen’s base salary from 2020 through 2023 was CDN$600,000. His base salary was adjusted to CDN$650,000 in March 2024 in alignment with the annual compensation review process. His target bonus was 100% of his annual base salary. His actual bonus for 2024 was determined by the PCC and the Board based on corporate financial and operational performance reflected in the Corporate Performance Scorecard rating (70% weighting), plus performance relative to his individual scorecard goals for 2024 (30% weighting), as approved by the PCC and the Board.

80% of the CEO’s target compensation is ‘at-risk’ (via the annual bonus plan and long-term incentive awards): 65% of his target compensation is linked directly to performance goals (via annual bonus plan and PSUs); and 60% of his target compensation is linked to the performance of Shares (via PSUs and RSUs).

Alignment of Corporate Performance & CEO Compensation Over Time

Our compensation programs are structured to provide a significant amount of compensation in the form of equity instruments which aligns the executive experience with that of our shareholders. The chart below outlines the alignment of corporate performance with the CEO’s compensation over time and highlights:

The chart below outlines Randy MacEwen’s disclosed target total direct compensation relative to his realized or realizable compensation for each applicable year and the Corporation’s total shareholder return between 2020 – 2024.

Pay-for-Performance Analysis – TSR

Below we outline Ballard’s positioning on a CEO pay and performance basis relative to the compensation peer group: