ptra-20230522

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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Proterra Inc

(Name of Registrant as Specified In Its Charter)

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED MAY [ ], 2023

LETTER FROM THE INCOMING CHAIR


DEAR FELLOW STOCKHOLDERS, On behalf of our board of directors, it is my pleasure to invite you to the 2023 Annual Meeting of Stockholders on June 23, 2023 at 11:00 am Eastern Time. The Annual Meeting will be virtual. Please refer to the attached notice for information on how to attend and vote. Your vote is important to our Board. The role of the Proterra Board is to oversee our management team’s strategy and execution in this time of rapid change in the commercial vehicle industry and in facing the extraordinary challenges of a young public company. The year 2022, the company's first full year as a public company, was a momentous one for the future of the electric commercial vehicle industry. The outlook for commercial vehicle electrification was bolstered by unprecedented levels of U.S. government funding and incentives through the 2022 Inflation Reduction Act and the 2021 Bipartisan Infrastructure Law in our core North American market. We are proud of Proterra’s significant strategic milestones in the last year including the commercial launch of our new battery pack design for class 8 trucks, completion of construction of Powered 1, our new flagship multi-GWh capable battery module and pack factory dedicated to serving the commercial vehicle market, and the announcement of our fifth generation battery electric transit bus, the ZX5 with 738 kilowatt hours of energy on board. In 2022, the Board supported the continued development of our management team, including promoting Gareth Joyce to CEO in January 2022, the appointment of Julian Soell, who joined us in 2022, and Christopher Bailey, who joined in 2021, to Chief Operating Officer and Chief Business Officer, respectively on March 1, 2023. We also strengthened the Board in 2022 by adding three new directors. In addition to inviting me to join the Board in March 2022, we added the talent of Mary Louise Krakauer, who serves as our Chair of the Compensation and Leadership Development Committee, and Jan Hauser who brings decades of accounting and finance expertise to our Board and Audit Committee.. The Board is grateful to John J. (Jack) Allen for his tireless leadership as Chairperson of the Board and to Jeannine Sargent for her outstanding leadership as our Lead Independent Director. At the Annual meeting Jack's term will expire and he will be retiring from the Board. Jeannine Sargent will continue serving on our Board as Chair of our Nominating and ESG Committee, and will step down as Lead Independent Director. At that time we will transition leadership of our Board to one independent chairperson and I am honored to accept the Board's election of me to that leadership role We express our utmost gratitude to you, our stockholders, for your support of our company and our vision: All Electric. No Emissions. For the Earth. On behalf of the Board of Directors. Roger M. Nielsen Chairperson of the Board Elect						Roger Nielsen Incoming Chair of the Board


2			PROTERRA

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

DATE

Friday, June 23, 2023

VIRTUAL MEETING

https://meetnow.global/MSAKVQJ

The Annual Meeting will be a completely virtual meeting conducted via live audio webcast.

WHO CAN VOTE

Holders of record of our common stock as of the close of business on April 24, 2023.

TIME

11:00 a.m. Eastern Time


Items of Business		Board Vote Recommendation	For Further Details
1.	To elect Jan R. Hauser, Gareth T. Joyce, and Michael D. Smith as Class II directors	“FOR” each director nominee	Page 6
2.	To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this proxy statement	“FOR”	Page 33
3.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	“FOR”	Page 73
4.	To approve the issuance of shares of our Common Stock (or securities convertible into or exercisable for Common Stock) in settlement of the potential future conversion in full of the aggregate principal amount of, plus accrued and unpaid interest on, our Convertible Notes.	“FOR”	Page 81
5.	To approve an amendment to our Certificate of Incorporation to Increase the authorized number of shares of our Common Stock from 500,000,000 shares to 1,000,000,000 shares.	“FOR”	Page 85

We are not aware of any matters to be voted on by stockholders at the Annual Meeting other than those referenced in proposals 1-5 above. If any matter is properly presented at the Annual Meeting, your executed proxy gives your proxy holder discretionary authority to vote your shares in accordance with their best judgment with respect to the matter.

Stockholders of record as of the close of business on April 24, 2023 (the "Record Date") are entitled to this notice and proxy and to vote at the Annual Meeting. A complete list of such stockholders will be open to examination by any stockholder for ten days before the Annual Meeting for a purpose germane to the meeting by sending an email to ir@proterra.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available under the documents tab in the top right corner of the screen during the Annual Meeting after entering the 15-digit control number printed on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. This Notice of Annual Meeting of Stockholders, proxy statement and form of proxy card will be made available on or about May 26, 2023, to our stockholders as of the Record Date.

Jeffery E. Mitchell
Interim General Counsel and Secretary
Burlingame, California
May 22, 2023

HOW TO VOTE

INTERNET

http://www.

envisionreports.

com/PTRA

TELEPHONE

1-800-652-8683

MAIL

You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail

ELECTRONICALLY AT THE MEETING

If you attend the meeting online and want to vote electronically during the meeting, you will need the 15-digit control number printed on your proxy card.


It is important that your shares be represented regardless of the number of shares you may hold. Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance by Internet, telephone, or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY JUNE 23, 2023 at 11:00 am Eastern Time at https://meetnow.global/MSAKVQJ. This proxy statement and our 2023 Annual Report are available at http://www.envisionreports.com/PTRA


			2023 PROXY STATEMENT			3

TABLE OF CONTENTS


Letter from the Incoming Chair			2
Notice of Annual Meeting of Stockholders			3
Corporate Governance			6
Proposal 1: Election of Directors			6
Board Highlights			7
Process for Selecting Directors			9
Our Directors			11
Corporate Governance			21
Board Structure			23
Board Oversight			27
Board Processes			29
Director Compensation			30
Executive Compensation			33
Proposal 2: Advisory Vote on the Compensation of Our Named Executive Officers			33
Executive Officers			34
Compensation Discussion and Analysis			35
Named Executive Officers			36
Executive Summary			37
Compensation Decision Making Process			40
Elements of 2022 Compensation in Detail			43
Compensation Governance Policies			54
Report of the Compensation and Leadership Development Committee of The Board			56
Executive Compensation Tables			57
Summary Compensation Table			57
Grants of Plan Based Awards during Fiscal Year-End 2022			59
Outstanding Equity Awards at Fiscal Year End			62
Options Exercises and Stock Vested During 2022

SEC Form DEF 14A filed by Proterra Inc.