Terra Innovatum Global N.V. 8-K

What Happened

• Terra Innovatum Global N.V. filed an 8-K (Dec 23, 2025) reporting that its Remuneration Committee approved directorship agreements on Dec 17, 2025 for three executive directors: Alessandro Petruzzi (CEO), Massimo Morichi (Chief Strategy Officer) and Cesare Frepoli (Chief Operating Officer).
• The agreements set fixed cash compensation (pro rata for 2025 service and paid monthly in 2026): Petruzzi — EUR 500,000 for 2025 (pro rata) and EUR 558,000 for 2026; Morichi — EUR 400,000 for 2025 (pro rata) and EUR 450,000 for 2026; Frepoli — EUR 450,000 for 2025 (pro rata) and the filing lists EUR 5,000,000 for 2026 (the filing appears to contain a typographical formatting error and this likely intends EUR 500,000). Each executive is also eligible for a performance bonus under separate agreements.
• Agreements are one‑year terms through the close of the 2026 annual general meeting (renewable annually). They include change‑in‑control protections: if terminated in connection with a change in control (without just cause or for just cause resignation), the manager would receive a lump sum equal to 18 months of fixed pay plus target bonus (treated as 100% achieved), a prorated bonus for the year, 18 months of continued healthcare, certain outplacement benefits, and accelerated or continued vesting of equity awards.

Key Details

• Date approvals: Directorship agreements approved Dec 17, 2025; subsidiary bonus payments approved Dec 22, 2025.
• Subsidiary (Terra Innovatum s.r.l.) bonus payments approved (selected): Alessandro Petruzzi EUR 130,374; Cesare Frepoli EUR 116,832; Massimo Morichi EUR 105,144; Marco Cherubini EUR 16,832; Guillaume Moyen $100,002; Morichi Atelier LLC $131,400.
• Additional one‑time payments approved (selected): Alessandro Petruzzi €75,000 (listed twice in the filing), Marco Cherubini €75,000 and an additional €47,700, Cesare Frepoli €75,000 and an additional €47,700.
• Other contract terms: IP created by the managers during service assigned to the company; 12‑month non‑solicit and non‑disparagement restrictions.

Why It Matters

• Investors should note the company has formalized cash compensation and incentives for its top executives and approved sizable one‑time bonus payments tied to the business combination/listing. These actions increase near‑term cash compensation expense and create potential change‑in‑control severance liabilities (18 months pay + benefits) that could matter in the event of a sale or acquisition.
• The agreements also include standard governance protections (IP assignment, non‑solicit, non‑disparagement) and a bonus structure that is finalized separately, so the total executive pay exposure may be higher once bonuses are determined.