Terra Innovatum Global N.V. 8-K/A

What Happened

• Terra Innovatum Global N.V. told investors it approved Directorship Agreements on December 17, 2025 for three executive directors—Alessandro Petruzzi (CEO), Massimo Morichi (Chief Strategy Officer) and Cesare Frepoli (COO)—setting fixed pay, bonus opportunities and other terms. The Remuneration Committee approved additional one‑time/subsidiary bonus payments on December 22, 2025 to several officers of Terra Innovatum s.r.l., the company’s wholly owned subsidiary.

Key Details

• Fixed compensation (pro rata for 2025; full year 2026 paid monthly):
  • Alessandro Petruzzi (CEO): 2025 EUR 500,000 (pro rata); 2026 EUR 558,000 (paid in 12 monthly payments).
  • Massimo Morichi (CSO): 2025 EUR 400,000 (pro rata); 2026 EUR 450,000 (paid monthly).
  • Cesare Frepoli (COO): 2025 EUR 450,000 (pro rata); 2026 EUR 500,000 (paid monthly).
• Change‑in‑control severance: if termination occurs without just cause (by the company) or for just cause (by the manager) in connection with a change in control, each manager would receive: a lump sum equal to 18 months of fixed compensation plus the target bonus (calculated at 100% of target), a pro‑rated bonus for the year of termination, 18 months continued health coverage and certain outplacement benefits; equity awards subject to vesting would either continue to vest or be accelerated per award terms.
• Other contract terms: one‑year term ending after the 2026 annual general meeting with annual renewals, customary non‑disparagement and 12‑month non‑solicit restrictions post‑termination, and IP assignment to the Registrant for work created while serving in office.
• Subsidiary bonus and additional payments (approved Dec 22, 2025): bonuses paid to executives include EUR 130,374 to Alessandro Petruzzi; EUR 116,832 each to Marco Cherubini and Cesare Frepoli; EUR 105,144 to Massimo Morichi; $100,002 to Guillaume Moyen; EUR 131,400 to Morichi Atelier LLC. Additional one‑time payments approved: €75,000 each to Alessandro Petruzzi and Marco Cherubini, and €47,700 to Cesare Frepoli.

Why It Matters

• These agreements set the company’s near‑term executive pay commitments and create potential severance liabilities tied to a change in control (18 months pay + benefits), which investors should consider when assessing compensation expense and potential cash outflows.
• The packages combine fixed salary, performance‑based bonuses and equity vesting protections, signaling management retention and alignment through bonuses and equity—factors that can affect operating costs, reported compensation expense and share dilution (depending on equity award treatment).
• The subsidiary bonus approvals reflect one‑time cash payments tied to the business combination and listing; they are immediate cash items separate from the ongoing 2026 fixed compensation.