{"url_path":"/sec/turb/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1963439/0001213900-26-057672-index.html","accession_number":"0001213900-26-057672","cik":"0001963439","ticker":"TURB","issuer_name":"Turbo Energy, S.A.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1963439/0001213900-26-057672-index.html","primary_entity_key":"0001963439","primary_entity_name":"Turbo Energy, S.A."},"word_count":7473,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A. Directors and Senior Management**\n\n \n\nThe following table sets forth certain information\nregarding our current directors and executive officers.\n\n \n\n**NAME**\n \n**AGE**\n \n**POSITION**\n\nEnrique Selva Bellvis\n \n50\n \nChairman of the Board\n\nMariano Soria\n \n52\n \n Chief Executive Officer, Interim Chief Financial\nOfficer, General Manager and Director\n\nManuel Cercos\n \n43\n \nChief Commercial Officer\n\nPablo de la Cuadra\n \n59\n \nChief Product Officer\n\nMiguel Valldecabres\n \n47\n \nDirector\n\nEmilio Cañavate\n \n42\n \nDirector\n\nJulian Groves\n \n45\n \nDirector\n\nDaniel Green\n \n60\n \nIndependent Director; Chair of Compensation Committee\n\nMonika Mikac\n \n40\n \nIndependent Director; Chair of Audit Committee\n\nHéctor Dominguis\n \n51\n \nIndependent Director; Chair of Nominating and Corporate\nGovernance Committee\n\n \n\n61\n\n \n\n \n\n**Mr. Enrique Selva Bellvís, Chairman\nof the Board**\n\n \n\nMr. Bellvís is the\nChairman and founder of the Umbrella Group and majority shareholder of Umbrella Global Energy, S.A. He has been dedicated to the photovoltaic\nsolar energy sector since 2003, both in Spain and Chile, where he has played a key role in the development and growth of the Umbrella\nGroup. In addition to his work at Umbrella, Enrique serves as Vice-President of the Valencian Association of Energy Sector Companies.\nBefore his career in the solar energy sector, Mr. Bellvis as the founder and CEO of Innova Ingenieros Consultores from 2000 to 2003.\n\n \n\nMr. Bellvis holds a degree\nin Industrial Engineering with a specialization in energy from the Polytechnic University of Valencia, which he earned in 2000. He also\ncompleted the Management Development Programme at the IESE Business School in 2006.\n\n \n\n**Mr. Mariano Soria, Chief Executive Officer\nand Interim Chief Financial Officer**\n\n \n\nMr. Soria has served as the\nChief Innovation Officer for the Umbrella Group since March 2021. He has been Turbo Energy’s General Manager since October 2022\nand was appointed to serve as the Company’s Chief Executive Officer in December 2023. He was also appointed to serve as the Interim\nChief Financial Officer on February 17, 2026, until a successor is appointed.\n\n \n\nFrom November 2012 to March\n2021, Mr. Soria was Chief Executive Officer of Punt Mobles XXI S.L., having initially participated in the successful rescue of this iconic\nSpanish furniture company, after a bankruptcy process, from the Board of Directors of a venture capital firm (V.I. II, Sociedad de Capital\nRiesgo). He currently serves on Punt Mobles’s Board of Directors and as a shareholder of the company. Before joining Punt Mobles,\nMr. Soria was the General Manager of REJMAR SA, a land development company, from February 2003 to November 2012, where he was responsible\nfor the development of residential and industrial properties.\n\n \n\nMr. Soria received his degree\nin Industrial Engineering and Industrial Organization, both from the Polytechnic University of Valencia, and his Master’s in Business\nAdministration from the European University of Madrid.\n\n \n\n**Mr. Manuel Cercos, Chief Commercial Officer **\n\n \n\nMr. Cercos has served as\nCCO since March 2015. Since 2014, he has also worked as Business Development Director of Turbo Energy. Prior to joining the Company,\nMr. Cercos gained valuable experience in sales and business development through his previous positions at Técnicas Aplicadas en\nBaterías S.L., where he served as Sales Director from 2013 to 2014 and Sales Manager from 2008 to 2012. Previously, he worked\nas a Sales Technician at DAISA from 2002 to 2007.\n\n \n\n**Mr. Pablo de la Cuadra, Chief Product Officer**\n\n \n\nMr. Cuadra has been our\nCPO since October 2018. He is tasked with overseeing the development and introduction of new products to our offerings which are in line\nwith the Company’s roadmap. Prior to joining Turbo Energy, Mr. Cuadra worked as an independent consultant, providing advice to\ncompanies in the cleantech industry. He also served as the Technical Director of the Mediterranean Consortium for Energy, Environment\nand Sustainability and as the Technical Director at 3S Soluciones y Sistemas Solares S.L. (“3S”), a solar energy company\nspecializing in both thermal and photovoltaic systems. At 3S, Mr. Cuadra was also responsible for leading the Engineering and Projects\ndepartments and played a key role in the development of the company’s OEM brand of solar thermal products, working closely with\nstrategic suppliers.\n\n \n\nMr. Cuadra holds a degree\nin Telecommunications Engineering from the UPC (Barcelona Tech University) and an Executive Master’s degree in Management and Business\nAdministration from the Polytechnic University of Valencia, where he completed 900 hours of coursework.\n\n \n\n**Miguel Valldecabres, Director**\n\n \n\nMr. Valldecabres has served\nas a Director on our Board since February 2023. Mr. Valldecabres’ interest in motor racing and enthusiasm for e-mobility began\nat a very young age. After earning a degree in Economics and receiving an MsC from the University of Southampton (U.K.), he got involved\nwith Campos Racing as CFO, where he acquired the knowledge about motorsports. He spent the next five years at PwC in Spain and the United\nKingdom working as a Senior Auditor, where he gained the business knowledge to launch his first entrepreneurial venture in the food industry\n- Chic-Kles, which he grew from start-up to over €25 million in annual sales and employing 180 people.\n\n \n\nFrom December 2017 through\nOctober 2020, Mr. Valldecabres was the QEV Technologies, an engineering company he founded to specialize in the field of electro-mobility,\nfocusing on design, construction and homologation of electric vehicles, the potential use of electric vehicles in the motor racing world,\nas well as the installation, control and maintenance of electric charging infrastructure. From October 2020 through present, Mr. Valldecabres\nhas served as the CEO for Ev Dynamics, a Hong Kong-listed company and pioneer in the manufacture of electric buses and vans.\n\n \n\n62\n\n \n\n \n\n**Emilio Cañavate, Director**\n\n \n\nMr. Cañavate has\nbeen our Director since September 2023. Mr. Cañavate joined the Umbrella Group as its Chief Financial Officer in 2017. Prior to\nUmbrella, he held the position of CFO in the agro-industrial sector from 2010 to 2017. He holds a Bachelor’s Degree in Business\nAdministration and Management from the University of Valencia, which he earned in 2007, and a Master’s degree in Finance, Institutions\nand Markets from CUNEF, which he earned in 2009. Additionally, he completed an Executive MBA from EDEM Valencia in 2019.\n\n \n\n**Julian Groves, Director**\n\n \n\nMr. Groves has been our\nDirector since January 2025. He brings Turbo Energy extensive experience in commercial strategy, geographic market expansion, worldwide\nproduct distribution and logistics, capital formation, private equity investments and corporate governance, as well as nearly three decades\nof experience leading business-to-business, direct-to-consumer, retail, wholesale and ecommerce initiatives for numerous iconic global\nbrands in both the public and private sectors. From February 2019 through February 2025 when the company completed a $318 million business\ncombination with a Greece-based maritime services company, Mr. Groves was Chief Operating Officer and an executive member of the board\nof MGO Global, Inc., a Nasdaq-listed company engaged in global commercialization of digitally-native lifestyle brands that included both\nlegendary soccer icon Leo Messi’s apparel brand, *Messi Brand*, and *Stand Flagpoles*. Prior to MGO, he served in senior\nleadership roles for a number of global lifestyle brand companies, including EC2M Holdings, J Brand Europe, True Religion, GUESS Europe,\nBurberry, Groupe Zannier International and Kenzo Parfums.\n\n \n\n**Daniel Green, Director**\n\n \n\nMr. Green has been our Director\nsince September 2023. An English businessman since 1994, he is a successful serial entrepreneur, known for conceiving and scaling profitable\nbusinesses. Early in his career, he founded the breakthrough retail concept YouMe TV, which sold to BSkyB. Mr. Green’s vision and\ncustomer focus has been credited for driving his team’s success with HomeSun’s residential solar programme and then FlowGem,\nan IoT water leak detector sold to Centrica as part of the Hive proposition. Mr. Green is also a Crown Representative, working through\nthe Cabinet Office to advise the UK Government. Mr. Green has served as Chief Executive Officer of Electron Green since July 2022 and\nas Chief Executive Officer of HomeSun Ltd. since April 2010.\n\n \n\n**Mónika Mikac, Director**\n\n \n\nMs. Mikac has been our Director\nsince September 2023. A dynamic serial entrepreneur with over a decade of experience in raising capital and securing significant investments\nfor startups in the electric vehicle (EV) sector, she currently serves as the CEO of NAD Capital, an investment fund dedicated to advancing\nthe full spectrum of electric mobility. Previously, she held the position of Board Member and Chief Business Officer (CBO) at QEV Technologies,\nwhere she played a pivotal role in securing a €17 million funding round with the European Investment Bank. Recognized as one of\nthe European Automotive Rising Stars, Ms. Mikac began her automotive career as the Chief Operating Officer (COO) at Rimac Automobili,\nwhere she contributed to the Company’s remarkable growth from one to 350 employees. As one of the first five employees, she managed a\ndiverse range of responsibilities, including public relations, marketing, finance and administration, and was instrumental in raising\nover €50 million in funding.\n\n \n\nFollowing her success at\nRimac, Ms. Mikac dedicated herself to mentoring and aiding other companies in their development and growth journeys. She holds a University\ndegree in Political Science and is a certified Project Manager. Additionally, she completed the Venture Capital Executive Program at\nBerkeley ExecEd in the USA. Ms. Mikac is also an active angel investor and serves as a Board Advisor for three innovative companies:\nOilstainlabs, Hubigg, and Splx.AI.\n\n \n\n**Mr. Hector Dominguis, Director**\n\n \n\nMr. Dominguis has been our\nDirector since September 2023. He has served as the Chief Executive Officer of GD Energy Services (GDES) since May 2012 and Chairman\nof the Board in 2024. Between 2021 and 2023, Mr. Dominguis was the president of the Spanish Nuclear Society (SNE) and is currently a\nmember of the Steering Committee Member of Valencian Association of Entrepreneur, Vice President of LAB Mediterraneo Foundation, and\nan independent board member of Umbrella Global Energy, S.A.\n\n \n\n63\n\n \n\n \n\nMr. Dominguis received a\nMaterials Engineering degree from Imperial College, London with an MSc in Management from Surrey University. In addition, he earned a\nMaster’s degree in Business Administration from ESADE and was part of the Management Development Programme (PDD) at IESE. Prior\nto GD Energy Services (GDES), Héctor worked as an Assistant to the Commercial Management at Plexi, SA (Röhm Group) and as\na Consultant in Estrategia y Dirección, SL. In 2010, he won the Valencian Community Innovator of the Year award bestowed by the\nnewspaper El Mundo and the Valencian community and the Murcia Region Business Executive of the Year Award from Ernst & Young.\n\n \n\n**B. Compensation**\n\n \n\n**Executive Compensation**\n\n \n\nFor the fiscal year ended\nDecember 31, 2025, the aggregate cash compensation and benefits that we paid to our officers was approximately €248,055 (approximately\n$291,117). We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive and non-executive\ndirectors and officers.\n\n \n\n**Director Compensation**\n\n \n\nFor the fiscal year ended\nDecember 31, 2025, the aggregate cash compensation and benefits that we paid to our executive directors was approximately €101,616\n(approximately $119,256) and we paid €102,564 (approximately $120,369) to our non-executive directors.\n\n \n\nWe did not pay any other\ncompensation to our directors. Except as indicated below and in Section E. Share Ownership relating to the shares issued to our directors\nand executive officers under our 2023 Equity Incentive Plan, none of our directors or executive officers received any equity awards,\nincluding options, restricted shares or other equity incentives in the year ended December 31, 2025. We have not set aside or accrued\nany amount to provide pension, retirement or other similar benefits to our non-employee directors.\n\n \n\nThe following table sets\nforth certain information regarding compensation paid to our directors and senior management for the full fiscal year ended December\n31, 2025.\n\n \n\nName \nOfficers and Directors \nCompensation\nReceived in\n2025 (€)  \nEntitlement\nunder Stock\nOption Plan  \nOther\nEntitlement \n\nEnrique Selva Bellvis \nChairman of the Board \n -  \n        \n        \n\nMariano Soria \nChief Executive Officer, General Manager and Director \n 101,616  \n    \n   \n\nAlejandro Moragues Navarro* \nPrevious Chief Financial Officer; Previous Chief Accounting Officer \n 45,933  \n    \n   \n\nManuel Cercos \nChief Commercial Officer \n 65,352  \n    \n   \n\nRuben Sousa* \nPrevious Chief Technology Officer \n 67,017  \n    \n   \n\nPablo de la Cuadra \nChief Product Officer \n 69,753  \n    \n   \n\nMiguel Valldecabres \nDirector \n -  \n    \n   \n\nEmilio Cañavate \nDirector \n -  \n    \n   \n\nJulian Groves \nDirector \n -  \n    \n   \n\nDaniel Green \nIndependent Director; Chair of Compensation Committee \n 34,188  \n    \n   \n\nMonika Mikac \nIndependent Director; Chair of Audit Committee \n 34,188  \n    \n   \n\nHéctor Dominguis \nIndependent Director; Chair of Nominating and Corporate Governance Committee \n 34,188  \n    \n   \n\n \n\n****Alejandro Moragues Navarro served as our Chief Financial\nOfficer; Chief Accounting Officer from January 2025 through September 2025.*\n\n  \n\n****Ruben Sousa served as our Chief Technology Officer from January\n2025 through October 2025.*\n\n \n\n64\n\n \n\n* *\n\n**2023 Equity Incentive Plan**\n\n \n\nOn August 23, 2023, the Board\nof Directors (the “Board”) of our Company approved the Turbo Energy, S.A. 2023 Equity Incentive Plan (the “Plan”).\nThe Plan originally provided for an aggregate of 1,900,000 Ordinary Shares, in the form of incentive share options, non-qualified share\noptions, restricted shares, restricted share units, share appreciation rights, performance share awards and performance compensation awards\nto employees, directors, and consultants of the Company or any affiliates of the Company. However, on December 18, 2024 at a Special General\nMeeting of Shareholders, our shareholders approved an amendment to the Plan to increase the total number of Ordinary Shares available\nfor grant under the Plan to 5,500,000. In addition, our shareholders approved the provision to automatically increase the number of Ordinary\nShares available for grant under the Plan to the lesser of i) ten percent of the total number of Ordinary Shares issued and outstanding\non December 31 of the calendar year immediately preceding the date of such increase and ii) a number of Ordinary Shares determined by\nthe Board. The automatic increase will commence on January 1, 2026 and continue until January 1, 2033.\n\n \n\nThe purposes of the Plan\nare to (a) promote the long-term growth and profitability of the Company and any affiliate by attracting and retaining the types of employees,\nconsultants and directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests\nof employees, consultants and directors with those of the shareholders of the Company; and (c) promote the success of the Company’s\nbusiness.\n\n \n\nThe following is a summarized\ndescription of the Plan. Capitalized terms not defined herein shall have the meaning given to them in the Plan.\n\n \n\n*Administration of the\nPlan:* The Plan is currently administered by Compensation Committee of the Board, or the Committee. Among other things, the Committee\nhas the authority to construe and interpret the Plan, to select persons who will receive awards, to determine the types of awards and\nthe number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions\nof awards.\n\n \n\n*Participant:* Persons\neligible to receive awards under the Plan will be those employees, consultants, and directors of the Company and its affiliates who are\nselected by the Committee.* *\n\n \n\n*Share Options:*\n\n \n\n*General.* Subject\nto the provisions of the Plan, the Committee has the authority to determine all grants of share options in accordance with the Company’s\nStock Option Grant Policy. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per\nshare; (iii) the expiration date of the option; (iv) the manner, time and date of permitted grant and exercise; (v) other restrictions,\nif any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the Committee may determine. No\nfractional Ordinary Shares shall be issued or delivered pursuant to the Plan.\n\n \n\n*Option Price*. The\nexercise price for share options will be determined at the time of grant. The exercise price will not be less than the fair market value\non the date of grant. The exercise price for any incentive share option award may not be less than the fair market value of the shares\non the date of grant. A ten percent shareholder shall not be granted an incentive share option unless the option exercise price is at\nleast 110% of the fair market value of the Ordinary Share at the grant date and the option is not exercisable after the expiration of\nfive years from the grant date.\n\n \n\n*Exercise of Options.*\nAn option may be exercised only in accordance with the terms and conditions for the option agreement as established by the Committee\nat the time of the grant. The option must be exercised by notice to the Company, accompanied by payment of the exercise price. Payments\nmay be made in cash or, at the option of the Committee, by actual or constructive delivery of Ordinary Shares to the holder of the option\nbased upon the fair market value of the shares on the date of exercise.\n\n  \n\n*Expiration of Options.*\nIf not previously exercised, an option will expire on the expiration date established by the Committee at the time of grant. The term\nof a non-qualified share option granted under the Plan shall be determined by the Committee; provided, however, no non-qualified share\noption shall be exercisable after the expiration of 10 years from the grant date.\n\n \n\n*Vesting Schedule*.\nAwards shall vest as determined by the Committee.\n\n \n\n*Incentive and Non-Qualified\nOptions.*As described elsewhere in this summary, an incentive share option is an option that is intended to qualify under certain\nprovisions of the Internal Revenue Code of 1986, or the Code, for more favorable tax treatment than applies to non-qualified share options.\nAny option that does not qualify as an incentive share option will be a non-qualified share option. Under the Code, certain restrictions\napply to incentive share options. For example, the exercise price for incentive share options may not be less than the fair market value\nof the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive share option may not be\ntransferred, other than by will or the laws of descent and distribution, and is exercisable during the holder’s lifetime only by\nthe holder. In addition, no incentive share options may be granted to a holder that is first exercisable in a single year if that option,\ntogether with all incentive share options previously granted to the holder that also first become exercisable in that year, relate to\nshares having an aggregate fair market value in excess of $100,000, measured at the grant date.\n\n \n\n65\n\n \n\n \n\n*Restricted Awards:*\nRestricted awards are awards of Ordinary Shares or hypothetical Ordinary Shares units having a value equal to the fair market value of\nan identical number of Ordinary Shares. Restricted awards are forfeitable and non-transferable until the awards vest. The vesting date\nor dates and other conditions for vesting are established when the shares are awarded. Restricted shareholders generally have the rights\nof a shareholder with respect to the shares, including the right to receive dividends, the right to vote the shares of restricted share\nand, conditioned upon full vesting of shares of restricted share, the right to tender such shares, subject to the conditions and restrictions\ngenerally applicable to restricted share or specifically set forth in the recipient’s restricted share agreement. The Committee\nmay determine at the time of award that the payment of dividends, if any, will be deferred until the expiration of the applicable restriction\nperiod. Restricted share unit holders will have no voting rights with respect to any restricted share units. Restricted share units may\nalso be granted with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment\ndate or event set forth in the award agreement. The Committee may provide that the restricted share units will be credited with cash\nand share dividends paid by the Company in respect of one share of Ordinary Shares, or Dividend Equivalents. Dividend Equivalents will\nbe deferred until the expiration of the applicable restriction period.\n\n \n\n*Governing Law*. The\nPlan, all award agreements, the grant and exercise of awards thereunder, and the sale, issuance and delivery of Ordinary Shares thereunder\nupon exercise of awards are governed by the laws of the State of New York without regard to the principles of conflicts of law thereof.\n\n \n\n*Other Material Provisions.*Awards will be evidenced by a written agreement, in such form as may be approved by the Committee. In the event of various changes\nto Company capitalization, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made\nby the Committee to the number of shares covered by outstanding awards or to the exercise price of such awards. The Committee is also\npermitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control\nof the Company, including acceleration of vesting. Except as otherwise determined by the Committee at the date of grant, awards will\nnot be transferable, other than by will or the laws of descent and distribution. The Committee also has the authority to alter or amend\nthe Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, to the extent that\nsuch approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change\nthe persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan\nrelated to amendments. The Plan will terminate automatically on August 23, 2033. No amendment that would adversely affect any outstanding\naward made under the Plan can be made without the consent of the holder of such award.\n\n \n\nAs of the date of this report,\na total of 1,780,330 Restricted Share Units (as defined in the Plan), which can be converted into 356,067 American Depositary Shares\nof the Company, representing 1,780,330 Ordinary Shares of the Company, were granted to certain officers, directors and employees of the\nCompany. On April 5, 2024, both the Compensation Committee and the Board approved the grant of such Restricted Share Units.\n\n \n\n**C. Board Practices**\n\n \n\n**Board Composition and Committees**\n\n \n\nThe Nasdaq Marketplace Rules\ngenerally require that a majority of an issuer’s Board of Directors must consist of independent directors. Our Board consists of\neight (8) directors, three of whom are independent directors. Each director will serve for a one-year term until the election and qualification\nof successor directors at the annual meeting of shareholders, or until the director’s earlier resignation or removal.\n\n \n\nA director is not required\nto hold any shares in our Company to qualify to serve as a director. Our Board may exercise all the powers of our Company to raise or\nborrow money, and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof,\nto issue debentures, debenture stock, bonds or other securities, whether outright or as collateral security for any debt, liability or\nobligation of the Company or of any third-party.\n\n \n\nA director who is in any\nway, whether directly or indirectly, interested in a contract or proposed contract with our Company is required to declare the nature\nof his interest at a meeting of our directors. A director may vote in respect of any contract, proposed contract, or arrangement notwithstanding\nthat he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of\nour directors at which any such contract or proposed contract or arrangement is considered.\n\n \n\n**Director Independence**\n\n \n\nSubject to an exemption\navailable to a “controlled company,” the Nasdaq Listing Rules (the “Listing Rules”), require that a majority\nof a listed company’s Board of Directors be composed of “independent directors,” as defined in those rules, and that\nsuch independent directors exercise oversight responsibilities with respect to director nominations and executive compensation. We currently\nqualify as a “controlled company” and are able to rely on the controlled company exemption from these provisions. The Listing\nRules define a “controlled company” as “a company of which more than 50% of the voting power is held by an individual,\na group or another company.” Mr. Enrique Selva Bellvis, our Chairman of the Board, beneficially owns our ordinary shares representing\nmore than 50% of the combined voting power of our outstanding ordinary shares. Therefore, as a “controlled company,” we are\nnot required to have a majority of independent directors on our Board of Directors, an entirely independent nominating and corporate\ngovernance committee, or an entirely independent compensation committee. Accordingly, you may not have the same protections afforded\nto shareholders of companies that are subject to all of these corporate governance requirements.\n\n \n\n66\n\n \n\n \n\nIf we cease to be a controlled\ncompany, we will be required to comply with Nasdaq’s corporate governance requirements applicable to listed companies generally,\nsubject to a phase-in period during the first year after we cease to be a controlled company. See “*Risk Factors-We qualify as\na “controlled company” under Nasdaq corporate governance rules and we may be exempt from certain corporate governance requirements\nthat could adversely affect our public shareholders*” for additional information. Even though we expect to be a controlled company\nfor purposes of the Listing Rules, we will have to comply with the requirements of those rules relating to the membership, qualifications\nand operations of the audit committee of the Board of Directors, including the requirement that the audit committee be composed of at\nleast three directors who meet the independence requirements under the rules for membership on that committee.\n\n \n\n**Board Committees**\n\n \n\nWe established an audit\ncommittee, a compensation committee and a nominating and corporate governance committee of our Board of Directors. We have adopted the\naudit committee charter, compensation committee charter and nominating and corporate governance committee charter. Each committee’s\nmembers and functions are described below.\n\n \n\n**Audit Committee**\n\n \n\nOur audit committee consists\nof three directors, namely, Monika Mikac, Daniel Green and Héctor Dominguis, each of whom satisfies the “independence”\nrequirements of Rule 10A-3 under the Exchange Act and Section 5605 of the Nasdaq Marketplace Rules. Monika Mikac serves as the chairperson\nof our audit committee. The Board has also determined that her experience in accounting and financial matters qualifies her as an “audit\ncommittee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the\nfinancial statements of our Company. The audit committee is responsible for, among other things:\n\n \n\n \n●\nappointing the independent auditors and pre-approving all auditing\nand non-auditing services permitted to be performed by the independent auditors;\n\n \n\n \n●\nreviewing with the independent auditors any audit problems or difficulties\nand management’s response;\n\n \n\n \n●\ndiscussing the annual audited financial statements with management\nand the independent auditors;\n\n \n\n \n●\nreviewing the adequacy and effectiveness of our accounting and internal\ncontrol policies and procedures and any steps taken to monitor and control major financial risk exposures;\n\n \n\n \n●\nreviewing and approving all proposed related party transactions;\n\n \n\n \n●\nmeeting separately and periodically with management and the independent\nauditors; and\n\n \n\n \n●\nmonitoring compliance with our code of business conduct and ethics,\nincluding reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n \n\n**Compensation Committee**\n\n \n\nOur compensation committee\nconsists of two directors, namely, Daniel Green and Emilio Cañavate. Daniel Green satisfies the “independence” requirements\nof Rule 10A-3 under the Exchange Act and Section 5605 of the Nasdaq Marketplace Rules. Because we are a “controlled company”\nunder the corporate governance rules of the Nasdaq Capital Market, our compensation committee is not required to be fully independent,\nalthough if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will\nadjust the composition of the compensation committee accordingly in order to comply with such rules. Daniel Green is the chairperson\nof our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including\nall forms of compensation relating to our directors and executive officers. Our chief executive officer may not be present at any committee\nmeeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:\n\n \n\n \n●\nreviewing and approving, or recommending to the board for its approval,\nthe compensation for our chief executive officer and other executive officers;\n\n \n \n \n\n \n●\nreviewing and recommending to the board for determination with respect\nto the compensation of our non-employee directors;\n\n \n \n \n\n \n●\nreviewing periodically and approving any incentive compensation or\nequity plans, programs or similar arrangements; and\n\n \n \n \n\n \n●\nselecting compensation consultant, legal counsel or other adviser only\nafter taking into consideration all factors relevant to that person’s independence from management.\n\n \n\n67\n\n \n\n \n\n**Nominating and Corporate Governance Committee**\n\n \n\nOur nominating and corporate\ngovernance committee consists of two directors, namely, Héctor Dominguis and Miguel Valldecabres. Héctor Dominguis satisfies\nthe “independence” requirements of Rule 10A-3 under the Exchange Act and Section 5605 of the Nasdaq Marketplace Rules. Because\nwe are a “controlled company” under the corporate governance rules of the Nasdaq Capital Market, our nominating and corporate\ngovernance committee is not required to be fully independent, although if such rules change in the future or we no longer meet the definition\nof a controlled company under the current rules, we will adjust the composition of the nominating and corporate governance committee\naccordingly in order to comply with such rules. Héctor Dominguis is the chairperson of our nominating and corporate governance\ncommittee. The nominating and corporate governance committee assists the Board of Directors in selecting individuals qualified to become\nour directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is\nresponsible for, among other things:\n\n \n\n \n●\nselecting and recommending to the board nominees for election by the\nshareholders or appointment by the board;\n\n \n \n \n\n \n●\nreviewing annually with the board the current composition of the board\nwith regards to characteristics such as independence, knowledge, skills, experience and diversity;\n\n \n \n \n\n \n●\nmaking recommendations on the frequency and structure of board meetings\nand monitoring the functioning of the committees of the board; and\n\n \n \n \n\n \n●\nadvising the board periodically with regards to significant developments\nin the law and practice of corporate governance as well as our compliance with applicable laws and regulations and making recommendations\nto the board on all matters of corporate governance and on any remedial action to be taken.\n\n \n\n**Board Operations**\n\n \n\nOur Board and Committee Meetings Held in 2025\n\n \n\nDuring the year ended December\n31, 2025, our Board of Directors held a total of 6 meetings, the Audit Committee held a total of 2 meetings, the Compensation Committee\nheld 0 meeting(s) and the Nominating and Corporate Governance Committee held a total of 1 meeting(s).\n\n \n\nThe Board oversees a company-wide\napproach to risk management. The Board assists management to determine the appropriate risk level for the Company generally and to assess\nthe specific risks faced by the Company and reviews the steps taken by management to manage those risks. While the Board has ultimate\noversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.\n\n \n\nSpecifically, the Compensation\nCommittee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements,\nand the incentives created by the compensation awards it administers. The Audit Committee oversees management of enterprise risks and\nfinancial risks, as well as potential conflicts of interests. The Board is responsible for overseeing the management of risks associated\nwith the independence of the Board.\n\n \n\nOur senior management team\nis responsible for day-to-day risk management and regularly reports on risks to our full Board or a relevant committee. Our legal, finance\nand regulatory areas serve as the primary monitoring and evaluation function for company-wide policies and procedures and manage the\nday-to-day oversight of the risk management strategy for our business. This oversight includes identifying, evaluating, and addressing\npotential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.\n\n \n\nWe believe the division\nof risk management responsibilities described above is an effective approach for identifying and addressing the risks facing our Company,\nand that the leadership structure of our Board is effective in implementing this approach.\n\n \n\n68\n\n \n\n \n\n**ESG and Corporate Responsibility**\n\n \n\nWe continue to build a sustainable,\nenvironmentally conscious business while fulfilling our oversight of environmental, social and governance (“ESG”) risks and\nour approach, commitment and measurable progress relating to climate change, human capital management, sustainability and other significant\nESG matters. We are dedicated to our sustainability efforts both internally and externally.\n\n \n\nESG matters significantly\nimpact our business and operations and present evolving risks and challenges. Environmental impacts, including climate change specifically,\ncreate short and long-term financial risks to our business globally. Climate-related changes can increase the frequency and severity\nof significant weather events and natural disasters. While we maintain insurance coverage to cover certain risks of losses for damage\nor destruction to facilities and property and for interruption of our business, such insurance may not cover specific losses and the\namount of our insurance coverage may not be adequate to cover all of our losses. As a result, our future operating results could be materially\nand adversely affected, including if our losses are not adequately or timely covered by our insurance.\n\n \n\nIncreased attention on ESG\nmatters, including from our customers, stockholders and other stakeholders, may lead to us expending more resources to address these\nissues. Legislative and regulatory efforts to combat climate change and address ESG issues may prove costly and burdensome for us to\ncomply with and will likely continue to impact us, our customers and our suppliers.\n\n \n\n**Other Compensation-Related Policies**\n\n \n\n**Clawback Policy**\n\n \n\nThe Board of Directors of\nthe Company believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes\nintegrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore\nadopted a Clawback Policy providing for the recovery of certain executive compensation received in the event of an accounting restatement\nresulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”).\nThis Policy is designed to comply with Section 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),\nthe rules and amendments adopted by the Securities and Exchange Commission (the “SEC”) to implement the aforementioned legislation,\nand the listing standards of the national securities exchange on which the Company’s securities are listed.\n\n \n\nFor purposes of this Policy,\n“Incentive Compensation” means any of the following; provided that, such compensation is granted, earned, or vested based\nwholly or in part on the attainment of a financial reporting measure:\n\n \n\nFinancial reporting measures\nmay include, among other things, any of the following:\n\n \n\n \n●\nCompany stock price.\n\n \n \n \n\n \n●\nTotal stockholder return.\n\n \n \n \n\n \n●\nRevenues.\n\n \n \n \n\n \n●\nNet income.\n\n \n \n \n\n \n●\nEarnings before interest, taxes, depreciation, and amortization (EBITDA).\n\n \n \n \n\n \n●\nFunds from operations.\n\n \n \n \n\n \n●\nLiquidity measures such as working capital or operating cash flow.\n\n \n \n \n\n \n●\nReturn measures such as return on invested capital or return on assets.\n\n \n \n \n\n \n●\nEarnings measures such as earnings per share.\n\n \n\n69\n\n \n\n \n\nThis Policy applies to the\nCompany’s current and former executive officers, as determined by the Board in accordance with Section 10D-1 of the Exchange Act\nand the listing standards of the national securities exchange on which the Company’s securities are listed (“Covered Executives”).\nThis Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive\nCompensation that is approved, awarded or granted to Covered Executives on or after that date.\n\n \n\nFor the purposes of this\nPolicy, Incentive Compensation is deemed received in the Company’s fiscal period during which the financial reporting measure specified\nin the Incentive Compensation is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.\nFurther, the date on which the Company is required to prepare an accounting restatement is the earlier of: (i) the date the Board concludes\nthat the Company is required to prepare a restatement to correct a material error, and (ii) the date a court, regulator, or other legally\nauthorized body directs the Company to restate its previously issued financial statements to correct a material error.\n\n \n\n**Stock Option Grant Policy and Procedures **\n\n \n\nTurbo Energy is committed\nto ensuring that stock option awards granted pursuant to our 2023 Equity Incentive Plan (the “Plan”) are granted in a manner\nthat is fair, transparent and compliant with securities laws. With that aim, the Board of Directors effected the Company’s Option\nGrant Policy (the “OG Policy”) on April 15, 2025 providing for awards of stock options to be appropriately timed to prevent\nthe appearance of impropriety and to avoid granting options while in possession in Material Non-Public Information (“MNPI”).\nThe OG Policy framework is designed to help ensure that Turbo Energy responsibly manages the timing of stock option awards in relation\nto MNPI, fostering a culture of compliance and transparency. By adhering to these procedures, the Company protects its reputation, aligns\nwith regulatory requirements and upholds the interests of our stockholders.\n\n \n\nThe Company shall conduct\nregular assessments of potential MNPI through quarterly reviews conducted by the Chief Financial Officer. In addition, employees of the\nCompany will be subject to Regulation FD training as part of their formal onboarding process, which includes training on identifying\nMNPI and understanding its implications.\n\n \n\nIn addition, the Chief Financial\nOfficer will implement blackout periods in collaboration with the Chief Executive Officer and Board of Directors during which no option\nawards can be granted. These blackout periods will generally cover the following:\n\n \n\n \n●\nTwo weeks before the end of each fiscal quarter until the public earnings\nannouncement; and\n\n \n \n \n\n \n●\nAny time the Company possesses MNPI, which may include pending mergers,\nacquisitions or significant financial results.\n\n \n\nOption awards shall be granted\nby the Board on pre-established dates that occur outside of blackout periods. These dates must be documented and communicated in advance\nto relevant stakeholders; and all option grants must be approved by the Compensation Committee and documented in the minutes of the meeting.\n\n \n\nOnce option awards are granted,\nthe Company will disclose these awards in compliance with SEC regulations, namely within the Company’s Annual Report on 20-F, proxy\nstatement and/or on a Current Report on Form 6-K.\n\n \n\nThe Chief Financial Officer\nwill monitor compliance with the OG Policy, reviewing option grant timing and disclosures regularly to ensure adherence to established\nprocedures. In addition, the Compensation Committee will conduct periodic audits of stock option grants and related disclosures to identify\nany issues or areas for improvement. These audits will assess whether the procedures are being followed and if the timing of option awards\naligns with SharpLink’s policies regarding MNPI. Any suspected violations of the OG Policy must be reported immediately to the\nChief Financial Officer, who will be responsible for investigating reported violations and taking appropriate action, which may include\ndisciplinary measures against individuals who fail to comply.\n\n \n\nAll records related to option\ngrants, approvals and disclosures must be maintained for a minimum of seven years. This includes minutes from the Compensation Committee,\nassessments of MNPI and any communications regarding option awards. Records will be accessible to relevant stakeholders, including the\nBoard of Directors and external auditors, to ensure transparency and accountability.\n\n \n\nEmployees will be informed\nof any updates to the OG Policy and its procedures, ensuring that everyone involved in the option awarding process is aware of their\nresponsibilities and the importance of compliance.\n\n \n\nThe OG Policy will be reviewed\nannually by the Chief Financial Officer in conjunction with the Compensation Committee to ensure its effectiveness and relevance. Any\namendments to the OG Policy will be made in response to changes in regulations, best practices or company operations and will be communicated\nto all relevant stakeholders.\n\n \n\nThe OG Policy is available\nfor viewing on Turbo Energy’s investor relations website found at https://investors.turbo-e.com/governance-documents.\n\n \n\n70\n\n \n\n \n\n2025 Stock Option Grants\n\n \n\nNo officers or directors\nof Turbo Energy were granted stock options under the Equity Plan in 2025.\n\n \n\n**D. Employees**\n\n \n\nAs of the date of this report,\nwe have 12 workers to carry out commercial, logistical, administrative, purchasing and product development work. The table below sets\nforth the number of employees by function. Our parent company, Umbrella Global Energy, provides fiscal, legal and strategic support in\nexchange for a fee. We also have external consultants who are experts in electrical engineering, computer science and digitization.\n\n \n\nDepartment/Function \nEmployees \n\nManagement \n 3 \n\nCommercial \n 2 \n\nLogistics \n 1 \n\nAdministrative \n 2 \n\nCustomer Services \n 1 \n\nProduct and IT Development \n 3 \n\nTOTALS \n 12 \n\n \n\nWe acknowledge that our\nemployees are our most valued asset and the driving force behind our success. For this reason, we aspire to be an employer that is known\nfor cultivating a positive and welcoming work environment and one that fosters growth, provides a safe place to work, supports diversity\nand embraces inclusion. To support these objectives, our human resources programs are designed to develop talent to prepare them for\ncritical roles and leadership positions for the future; reward and support employees through competitive pay, benefit and perquisite\nprograms; enhance our culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate\ninternal talent mobility to create a high performing, diverse workforce; engage employees as brand ambassadors of our products and services;\nand evolve and invest in technology, tools and resources to enable employees at work. None of our employees are represented by a labor\nunion or covered by a collective bargaining agreement.\n\n \n\n**E. Share Ownership**\n\n \n\nThe following table sets\nforth information with respect to beneficial ownership of our share capital as of the date of this report by:\n\n \n\n \n●\nEach of our directors and named executive officers;\n\n \n\n \n●\nAll directors and named executive officers as a group; and\n\n \n\n \n●\nEach person who is known by us to beneficially own 5% or more of each\nclass of our voting securities.\n\n \n\n71\n\n \n\n \n\nDirectors and Executive Officers: \n**Number(1) **  \n**Percent of Class(2)** \n\nEnrique Selva Bellvis, Chairman of the Board(3)  \n 39,231,846  \n 62.39%\n\nMariano Soria, Chief Executive Officer; Interim Chief Financial Officer; General Manager and Director \n -  \n 0%\n\nManuel Cercos, Chief Commercial Officer(4)   \n 400,686  \n * \n\nPablo de la Cuadra, Chief Product Officer \n -  \n 0%\n\nJulian Groves, Director \n -  \n 0%\n\nMiguel Valldecabres, Director \n -  \n 0%\n\nEmilio Cañavate, Director(5) \n 400,686  \n * \n\nDaniel Green, Independent Director \n -  \n 0%\n\nMonika Mikac, Independent Director \n -  \n 0%\n\nHéctor Dominguis, Independent Director \n -  \n 0%\n\nAll directors and executive officers as a group (10 persons) \n 40,033,218  \n 63.67%\n\nOther Principal Shareholders: \n    \n   \n\nUmbrella Global Energy, S.A.(6)  \n 41,582,025  \n 66.13%\n\n \n\n*\nLess than 1%.\n\n \n\n(1)\nBeneficial Ownership is determined in accordance with the rules of\nthe SEC and generally includes voting or investment power with respect to securities. Except as noted below, each of the beneficial\nowners listed above has direct ownership of and sole voting power and investment power with respect to the ordinary shares. For each\nbeneficial owner above, any options exercisable within 60 days have been included in the denominator.\n\n \n\n(2)\n\nBased on 62,877,105 ordinary shares outstanding pursuant to SEC Rule\n13d-3(d)(1) as of the date of this annual report.\n\n \n\n(3)\nConsists of 11,624,891 ordinary shares Mr. Enrique Selva Bellvis owns\nthrough his 23.21% ownership of Umbrella Global Energy, 27,441,955 ordinary shares Mr. Bellvis owns through his 54% ownership of\nCrocodile Investment and 33,000 American Depositary Shares. Mr. Bellvis is the sole administrator of Crocodile Investment, and he\nowns 100% shares of the company, as such, Mr. Bellvis has the voting and dispositive power of the securities held by Crocodile Investment.\nCrocodile Investment’s business address is Plaza América, 2, 4B, 46004, Valencia, Spain. Umbrella Global Energy is a\npublic company listed in Spain on BME GROWTH. Mr. Bellvis serves as the Chief Executive Officer at Umbrella Global. Umbrella Global’s\nbusiness address is Plaza América, 2, 4B, 46004, Valencia, Spain.\n\n \n\n(4)\nConsists of 400,686 ordinary shares Mr. Manuel Cercos owns through\nhis 0.8% ownership of Umbrella Solar. Mr. Cercos received those shares as compensation for his services during the IPO process Umbrella\nSolar completed in July 2022. Umbrella Global Energy, S.A is a public company listed on BME GROWTH. Umbrella Global’s business\naddress is Plaza América, 2, 4B, 46004, Valencia, Spain.\n\n \n\n(5)\nConsists of 400,686 ordinary shares Mr. Emilio Cañavate owns\nthrough his 0.8% ownership of Umbrella Solar. Mr. Cañavate received those shares as compensation for his services during the\nIPO process Umbrella Solar completed in July 2022. Umbrella Global Energy, S.A is a public company listed on BME GROWTH. Mr. Cañavate\nserves as the Group Chief Financial Officer at Umbrella Global. Umbrella Global’s business address is Plaza América,\n2, 4B, 46004, Valencia, Spain.\n\n \n\n(6)\nUmbrella Global Energy, S.A. is a corporation formed under the laws\nof the Kingdom of Spain. It is a public company listed on BME GROWTH. Crocodile Investment and Enrique Selva Bellvís are the\nmajority shareholders of the issued and outstanding shares of Umbrella Global. Enrique Selva Bellvis personally owns 23.21% of Umbrella\nGlobal, while Crocodile Investment owns 54% of Umbrella Global. Mr. Bellvis is the sole owner of Crocodile Investment, holding 100%\nof its shares. Umbrella Global’s business address is Plaza América, 2, 4B, 46004, Valencia, Spain.\n\n \n\nNone of the outstanding\nordinary shares are held in the United States. None of the major shareholders have different voting rights from other shareholders. We\nare not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.\n\n \n\n72"}