{"url_path":"/sec/nklr/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","accession_number":"0001213900-26-068933","cik":"0002067627","ticker":"NKLR","issuer_name":"Terra Innovatum Global N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","primary_entity_key":"0002067627","primary_entity_name":"Terra Innovatum Global N.V."},"word_count":3595,"has_tables":true,"body_markdown":"**ITEM 11. EXECUTIVE COMPENSATION.**\n\n \n\n**Summary Compensation Table***.*The\nfollowing table sets forth certain compensation information for our Chief Executive Officer and each of the two most highly compensated\nofficers (other than the Chief Executive Officer).\n\n \n\nName \nYear  \nSalary\n($)  \nBonus\n($)  \nOption Awards\n($)  \nStock Awards\n($)  \nAll Other Compensation ($)  \nTotal \n\nAlessandro Petruzzi \n 2025  \n$203,747  \n$271,407  \n        -  \n        -  \n              \n$475,154 \n\nMarco Cherubini \n 2025  \n$184,861  \n$252,020  \n    \n    \n    \n$436,881 \n\nCesare Frepoli \n 2025  \n$184,861  \n$221,165  \n    \n    \n    \n$406,026 \n\n \n\nAmounts reflected in USD. For amounts paid in Euros, conversion was\ndone at 1.13019 USD per Euro. The conversion ratio was based on the weighted average for fiscal year ended December 31, 2025.\n\n \n\nPerquisites\n\n \n\nPerquisites have not yet been established and\ntherefore are not included in the figures above. The Remuneration Committee will determine any perquisites for the named executive officers\nbased upon their services to be rendered. Such benefits to be paid by Terra may include company cars, medical insurance, accident insurance,\ntax preparation and financial counselling.\n\n \n\nEquity Incentive Awards\n\n \n\nTerra has adopted an Equity Incentive Plan under\nwhich several types of awards are available for issuance. Under the Equity Incentive Plan, NEOs receive 80% of their annual awards in\nPerformance Share Units (**“PSUs”**) and 20% of their annual awards in Retention Restricted Share Units (**“RSUs”**).\nA PSU is a conditional right to receive Terra Ordinary Shares in the capital of Terra based on specific performance targets. For each\nvested PSU the holder is entitled to receive one Terra Ordinary Share. Each RSU represents the right to receive one Terra Ordinary Share.\n\n \n\n63\n\n \n\nEmployment Agreements\n\n \n\nThe following outlines the material terms of\nour employment agreements with the NEOs, in addition to the compensation set forth above, pending approval by the Remuneration Committee:\n\n \n\n**Directorship Agreement with Mr. Alessandro Petruzzi**\n\n** **\n\nEffective as of October 10, 2025, Alessandro Petruzzi was appointed\nas our Chief Executive Officer and an executive director on our Board of Directors. Mr. Petruzzi’s directorship agreement does\nnot constitute a contract of employment within the meaning of Section 7:610 et seq. of the Dutch Civil Code. Mr. Petruzzi’s directorship\nagreement provides for his fixed compensation, discretionary annual bonus opportunity, certain equity incentive awards (as detailed in\nthe applicable individual award agreements), and certain benefits including a company car (or cash allowance in lieu), mobile phone and\nlaptop, medical expense and accident insurance, D&O insurance, and tax preparation and financial counselling capped at €15,000\ngross per year. Mr. Petruzzi’s office runs until after the close of the 2026 annual general meeting and is renewable year by year\nthereafter, with either party authorized to terminate upon six months’ written notice. The details of Mr. Petruzzi’s compensation\nfor the fiscal year ended December 31, 2025 are included above in the Summary Compensation Table.\n\n \n\nPursuant to the terms of his directorship agreement,\nin the event Mr. Petruzzi is terminated as a “Good Leaver” (i.e., the Company revokes or does not renew his appointment without\n**“just cause of removal,”** or Mr. Petruzzi resigns for **“just cause of resignation,”** or in the event\nof death or severe disability, as such terms are defined in his directorship agreement), Mr. Petruzzi will, subject to his execution of\na settlement and release agreement (the **“Settlement Agreement”**), be entitled to (i) a termination indemnity equal to\none year of his fixed compensation plus a discretionary bonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the\nyear of termination, subject to achievement of applicable performance criteria; (iii) continued medical expense insurance coverage for\nup to 18 months; (iv) continued vesting or full acceleration of any retention share units awarded under any equity plan, in accordance\nwith the applicable individual award agreement; and (v) vesting of any Performance Stock Units (**“PSUs”**) for the months\nof actual service during the year of termination (subject to achievement of performance targets) or full acceleration, in each case in\naccordance with the applicable individual award agreement. In the event of termination as a “Bad Leaver” (as defined in his\ndirectorship agreement), Mr. Petruzzi would be entitled only to his fixed compensation accrued through the date of termination, without\nany right to receive further amounts.\n\n \n\nIn the event Mr. Petruzzi is terminated by the Company without “just\ncause of removal” or resigns for “just cause of resignation,” in each case in connection with a “change in control”\n(as defined in his directorship agreement), then in lieu of the foregoing Good Leaver severance and subject to his execution of a Settlement\nAgreement, Mr. Petruzzi would be entitled to (i) a lump sum equal to 18 months of his fixed compensation plus his target discretionary\nbonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable\nperformance criteria; (iii) continued medical, dental and vision coverage for up to 18 months; (iv) reimbursement of outplacement services\nexpenses incurred in the 12 months following termination, up to a gross amount of €25,000; (v) continued vesting or full acceleration\nof any retention share units, in accordance with the applicable individual award agreement; and (vi) vesting or full acceleration of\nany PSUs, in accordance with the applicable individual award agreement.\n\n \n\n**Directorship Agreement with Mr. Cesare Frepoli**\n\n \n\nEffective as of October 10, 2025, Cesare Frepoli was appointed as\nour Chief Operating Officer and an executive director on our Board of Directors. Mr. Frepoli’s directorship agreement does not\nconstitute a contract of employment within the meaning of Section 7:610 et seq. of the Dutch Civil Code. His directorship agreement provides\nfor his fixed compensation, a discretionary annual bonus opportunity, certain equity incentive awards (as detailed in the applicable\nindividual award agreements), and certain benefits including a company car (or cash allowance in lieu), mobile phone and laptop, medical\nexpense and accident insurance, D&O insurance, and tax preparation and financial counselling capped at €15,000 gross per year.\nMr. Frepoli’s office runs until after the close of the 2026 annual meeting of shareholders and is renewable year by year thereafter,\nwith either party authorized to terminate upon six months’ written notice. The details of Mr. Frepoli’s compensation for\nthe fiscal year ended December 31, 2025 are included above in the Summary Compensation Table.\n\n \n\n64\n\n \n\nPursuant to the terms of his directorship agreement,\nin the event Mr. Frepoli is terminated as a “Good Leaver” (i.e., the Company revokes or does not renew his appointment without\n**“just cause of removal,”** or Mr. Frepoli resigns for **“just cause of resignation,”** or in the event\nof death or severe disability, as such terms are defined in his directorship agreement), Mr. Frepoli will, subject to his execution of\na Settlement Agreement, be entitled to (i) a termination indemnity equal to one year of his fixed compensation plus his discretionary\nbonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable\nperformance criteria; (iii) continued medical expense insurance coverage for up to 18 months; (iv) continued vesting or full acceleration\nof any retention share units awarded under any equity plan, in accordance with the applicable individual award agreement; and (v) vesting\nof any PSUs for the months of actual service during the year of termination (subject to achievement of performance targets) or full acceleration,\nin each case in accordance with the applicable individual award agreement. In the event of termination as a “Bad Leaver” (as\ndefined in his directorship agreement), Mr. Frepoli would be entitled only to his fixed compensation accrued through the date of termination,\nwithout any right to receive further amounts.\n\n \n\nIn the event Mr. Frepoli is terminated by the Company without “just\ncause of removal” or resigns for “just cause of resignation,” in each case in connection with a “change in control”\n(as defined in his directorship agreement), then in lieu of the foregoing Good Leaver severance and subject to his execution of a Settlement\nAgreement, Mr. Frepoli would be entitled to (i) a lump sum equal to 18 months of his fixed compensation plus his target discretionary\nbonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable\nperformance criteria; (iii) continued medical, dental and vision coverage for up to 18 months; (iv) reimbursement of outplacement services\nexpenses incurred in the 12 months following termination, up to a gross amount of €25,000; (v) continued vesting or full acceleration\nof any retention share units, in accordance with the applicable individual award agreement; and (vi) vesting or full acceleration of\nany PSUs, in accordance with the applicable individual award agreement.\n\n \n\nAnnual Bonus\n\n \n\nPursuant to our annual bonus program, annual\nbonuses for our named executive officers will be between 50% and 250% of base salary if annual performance goals are achieved, which\nmay include company performance measures and individual goals that will be determined in the first quarter of every fiscal year. The\nannual bonus may be paid in cash, PSUs or a combination of cash and PSUs. If paid solely in cash only, the annual bonus will be between\n50% and 100% of the base salary. If settled in part or in full in PSUs, the annual bonus will be between 100% and 250% of the base salary.\nThe NEOs are allowed to determine the makeup of the annual bonus. The Remuneration Committee may increase the short-term incentive payable\nfor any given year in case of exceptional achievements.\n\n \n\nTerra Board of Director Compensation\n\n \n\nName \nFees\nEarned or\nPaid in\nCash\n($)  \n\n**All Other Compensation**\n\n**($)**\n  \nTotal \n\nKatherine Williams \n$27,288  \n$6,822  \n$34,110 \n\nPeter Hastings \n$18,192  \n$4,548  \n$22,740 \n\nMichael Howard \n$18,192  \n$11,370  \n$29,562 \n\nRex Jackson \n$18,192  \n$4,548  \n$22,740 \n\nMassimo Morichi \n$198,054  \n$197,947  \n$396,000 \n\nGuillaume Moyen \n$166,672  \n$100,002  \n$266,674 \n\nMartha Crawford \n$0  \n$0  \n$0 \n\n* *\n\n65\n\n* *\n\n*Katherine Williams Services Agreement*\n\n* *\n\nEffective as of October 10, 2025, Katherine Williams\nwas appointed as an independent Non-Executive Director and Chairperson of our Board of Directors. The appointment was for a fixed period\nof one year ending immediately after the close of the first annual general meeting of the Company held in the year after the appointment,\nsubject to reappointment for a maximum of two subsequent periods. Ms. Williams’ service agreement provides for a fixed fee of $120,000\ngross per annum (as corrected by an addendum dated December 2025, which amended the original fee of $80,000 to reflect her role as Chairperson\nof our Board of Directors), an additional annual fee for service on committees of the Board as set out in the Company’s Remuneration\nPolicy, and any equity awards duly approved and granted by the Company or the Group Companies. Ms. Williams served as a member of the\naudit committee and the nominating and corporate governance committee. The Company maintains adequate directors’ and officers’\nliability insurance as per market standards.\n\n* *\n\nPursuant to the terms of her service agreement, the Company may terminate\nthe service agreement with immediate effect, without any type of fee or compensation, in the event that any of Ms. Williams’ actions\nin her capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil\nCode, or if she acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after\nnotification. Ms. Williams is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three\nmonths. Upon termination, Ms. Williams shall have no entitlement to any compensation or remuneration of any kind other than accrued but\nunpaid compensation through the end date of the service agreement.\n\n \n\nOn March 29, 2026, Ms. Williams stepped down from the Company’s\nAudit Committee and Nominating and Corporate Governance Committee and as the Chairperson of the Board of Directors and was designated\nas Executive Director and the Company’s Chief Financial Officer.\n\n \n\n*Rex Jackson Services Agreement*\n\n \n\nEffective as of October 10, 2025, Rex S. Jackson\nwas appointed as an independent Non-Executive Director on our Board of Directors. Mr. Jackson’s service agreement is based on a\ncontract for services (overeenkomst van opdracht) within the meaning of Section 7:400 of the Dutch Civil Code and does not constitute\na contract of employment. The appointment is for a fixed period of one year ending immediately after the close of the first annual general\nmeeting of the Company held in the year after the appointment, subject to reappointment for a maximum of two subsequent periods. Mr. Jackson’s\nservice agreement provides for a fixed fee of $80,000 gross per annum, an additional annual fee for service on committees of our board\nas set out in the Company’s Remuneration Policy, and any equity awards duly approved and granted by the Company or the Group Companies.\nMr. Jackson serves as the Chairperson of the Audit Committee. The Company maintains adequate directors’ and officers’ liability\ninsurance as per market standards.\n\n \n\nPursuant to the terms of his service agreement, the Company may terminate\nthe service agreement with immediate effect, without any type of fee or compensation, in the event that any of Mr. Jackson’s actions\nin his capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil\nCode, or if he acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after\nnotification. Mr. Jackson is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three\nmonths. Upon termination, Mr. Jackson shall have no entitlement to any compensation or remuneration of any kind other than accrued but\nunpaid compensation through the end date of the service agreement.\n\n \n\n**Peter Hastings Services Agreement**\n\n** **\n\nEffective as of October 10, 2025, Peter Hastings was appointed as an\nindependent Non-Executive Director on our Board of Directors. Mr. Hastings’s service agreement is based on a contract for services\n(overeenkomst van opdracht) within the meaning of Section 7:400 of the Dutch Civil Code and does not constitute a contract of employment.\nThe appointment is for a fixed period of one year ending immediately after the close of the first annual general meeting of the Company\nheld in the year after the appointment, subject to reappointment for a maximum of two subsequent periods. Mr. Hastings’s service\nagreement provides for a fixed fee of $80,000 gross per annum, an additional annual fee for service on committees of the board as set\nout in the Company’s Remuneration Policy, and any equity awards duly approved and granted by the Company or the Group Companies.\nMr. Hastings serves as a member of the Remuneration Committee and as the Chairperson of the Nominating and Corporate Governance Committee.\nThe Company maintains adequate directors’ and officers’ liability insurance as per market standards.\n\n \n\n66\n\n \n\nPursuant to the terms of his service agreement, the Company may terminate\nthe service agreement with immediate effect, without any type of fee or compensation, in the event that any of Mr. Hastings’s actions\nin his capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil\nCode, or if he acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after\nnotification. Mr. Hastings is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three\nmonths. Upon termination, Mr. Hastings shall have no entitlement to any compensation or remuneration of any kind other than accrued but\nunpaid compensation through the end date of the service agreement.\n\n \n\n*Michael W. Howard (Chairperson) Services Agreement*\n\n \n\nEffective as of October 10, 2025, M.W. Howard\nwas appointed as an independent Non-Executive Director on our Board of Directors. Mr. Howard’s service agreement is based on a contract\nfor services (overeenkomst van opdracht) within the meaning of Section 7:400 of the Dutch Civil Code and does not constitute a contract\nof employment. The appointment is for a fixed period of one year ending immediately after the close of the first annual general meeting\nof the Company held in the year after the appointment, subject to reappointment for a maximum of two subsequent periods. Mr. Howard’s\nservice agreement provides for a fixed fee of $80,000 gross per annum, an additional annual fee for service on committees of the board\nas set out in the Company’s Remuneration Policy, and any equity awards duly approved and granted by the Company or the Group Companies.\nMr. Howard serves as a member of the audit committee, the Chairperson of the remuneration committee, and a member of the nominating and\ncorporate governance committee. The Company maintains adequate directors’ and officers’ liability insurance as per market\nstandards.\n\n \n\nPursuant to the terms of his service agreement, the Company may terminate\nthe service agreement with immediate effect, without any type of fee or compensation, in the event that any of Mr. Howard’s actions\nin his capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil\nCode, or if he acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after\nnotification. Mr. Howard is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three\nmonths. Upon termination, Mr. Howard shall have no entitlement to any compensation or remuneration of any kind other than accrued but\nunpaid compensation through the end date of the service agreement.\n\n \n\nBeginning March 29, 2026, Mr. Howard was appointed\nChairperson of the Board of Directors.\n\n \n\n*Massimo Morichi Directorship Agreement*\n\n* *\n\nEffective as of October 10, 2025, Massimo Morichi\nwas appointed as our Chief Strategy Officer and an Executive Director on our Board of Directors. Mr. Morichi’s directorship agreement\ndoes not constitute a contract of employment within the meaning of Section 7:610 et seq. of the Dutch Civil Code. His directorship agreement\nprovides for his fixed compensation, a discretionary annual bonus opportunity, certain equity incentive awards (as detailed in individual\naward agreements), and certain benefits including a company car (or cash allowance in lieu), mobile phone and laptop, medical expense\nand accident insurance, D&O insurance, and tax preparation and financial counselling capped at €15,000 gross per year. Mr. Morichi’s\noffice runs until after the close of the 2026 annual meeting of shareholders and is renewable year by year thereafter, with either party\nauthorized to terminate upon six months’ written notice. The details of Mr. Morichi’s compensation for the fiscal year ended\nDecember 31, 2025 are included above in the Summary Compensation Table.\n\n \n\n67\n\n \n\nPursuant to the terms of his directorship agreement,\nin the event Mr. Morichi is terminated as a “Good Leaver” (i.e., the Company revokes or does not renew his appointment without\n**“just cause of removal,”** or Mr. Morichi resigns for **“just cause of resignation,”** or in the event\nof death or severe disability, as such terms are defined in his directorship agreement), Mr. Morichi will, subject to his execution of\na Settlement Agreement, be entitled to (i) a termination indemnity equal to one year of his fixed compensation plus his discretionary\nbonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable\nperformance criteria; (iii) continued medical expense insurance coverage for up to 18 months; (iv) continued vesting or full acceleration\nof any retention share units awarded under any equity plan, in accordance with the applicable individual award agreement; and (v) vesting\nof any PSUs for the months of actual service during the year of termination (subject to achievement of performance targets) or full acceleration,\nin each case in accordance with the applicable individual award agreement. In the event of termination as a “Bad Leaver” (as\ndefined in his directorship agreement), Mr. Morichi would be entitled only to his fixed compensation accrued through the date of termination,\nwithout any right to receive further amounts.\n\n \n\nIn the event Mr. Morichi is terminated by the Company without “just\ncause of removal” or resigns for “just cause of resignation,” in each case in connection with a “change in control”\n(as defined in his directorship agreement), then in lieu of the foregoing Good Leaver severance and subject to his execution of a Settlement\nAgreement, Mr. Morichi would be entitled to (i) a lump sum equal to 18 months of his fixed compensation plus his target discretionary\nbonus calculated at 100% of target; (ii) a pro-rated MBO bonus for the year of termination, subject to achievement of applicable performance\ncriteria; (iii) continued medical, dental and vision coverage for up to 18 months; (iv) reimbursement of outplacement services expenses\nincurred in the 12 months following termination, up to a gross amount of €25,000; (v) continued vesting or full acceleration of\nany retention share units, in accordance with the applicable individual award agreement; and (vi) vesting or full acceleration of any\nPSUs, in accordance with the applicable individual award agreement.\n\n \n\nEach of the foregoing severance payments and benefits is subject to\nMr. Morichi’s execution of a Settlement Agreement providing for, among other things, full waivers of any right, claim or action\nagainst the Company, its Group companies and their investors, as well as his continued compliance with certain confidentiality, intellectual\nproperty, non-disparagement and non-solicitation obligations set forth in his directorship agreement. Mr. Morichi is also subject to\na 12-month post-termination non-solicitation restriction with respect to the Company’s and the Group’s employees, directors,\ncollaborators, suppliers and clients.\n\n** **\n\n**Guillaume Moyen**\n\n** **\n\nThe Company did not enter into any services agreements\nwith Guillaume Moyen. Mr. Moyen resigned as the Company’s Chief Financial Officer and Executive Director on March 28, 2026.\n\n \n\n**Martha Crawford**\n\n \n\nThe Company did not enter into any services agreements with Ms. Crawford.\nMs. Crawford resigned from the Company’s Board of Directors on November 7, 2025.\n\n** **\n\n68"}