DEF 14A of Terra Innovatum Global N.V.
Filed Oct 27, 2026 · FY20250001140361-26-040808
Joanna Lyn Lohkamp — Non-Executive Director Nominee
Joanna Lyn Lohkamp — Non-Executive Director Nominee Joanna Lyn Lohkamp, age 61, is a nominee for non-executive director of the Company and was appointed as an interim non-executive director, a member of the Audit Committee, the chair of the Remuneration Committee and a member of the Nominating and Corporate Governance Committee, effective as of July 1, 2026. Ms. Lohkamp brings more than 30 years of global operating and board leadership experience across technology, manufacturing and infrastructure-oriented businesses. She has served as Chief Executive Officer of Smart Wires since 2023, after joining the company’s Board of Directors in 2021. Prior to joining Smart Wires, Ms. Lohkamp served in senior executive roles including Managing Partner and Chief Financial & Operating Officer at NBBJ, President and Chief Operating Officer at Isonics Semiconductor, and leadership positions at Intel Corporation spanning finance, operations, manufacturing, leadership development and mergers and acquisitions. In addition to her executive leadership experience, Ms. Lohkamp brings extensive public- and private-company board experience, including leadership roles on audit and risk, compensation, and nominating and governance committees. She is co-founder of the Better Boards Initiative, a nonprofit dedicated to advancing effective and diverse board practices. The Board believes that Ms. Lohkamp’s operating, financial and board leadership experience make her well qualified to serve as non-executive director of the Company.
Kostadin N. Ivanov — Non-Executive Director Nominee
Kostadin N. Ivanov — Non-Executive Director Nominee Kostadin N. Ivanov, Ph.D., age 70, is a nominee for non-executive director of the Company and has been serving as an interim non-executive director since September 22, 2026. Dr. Ivanov has served as Distinguished Professor of Nuclear Engineering at North Carolina State University since 2015. He served as Head of NC State’s Department of Nuclear Engineering from August 2015 through September 2024, a period in which the department roughly doubled its tenure-track faculty and graduate enrollment to become the largest nuclear engineering department in the United States, and during which its graduate program moved from eighth to third in the U.S. News and World Report ranking. Dr. Ivanov’s governance and institutional oversight experience includes service as a member of the Board of Managers and the Science and Technology Committee of Idaho National Laboratory from 2019 through 2021 and as a member of the Advisory Board of the Nuclear Energy Institute in the same period. Since 2018, he has chaired the Working Party on Scientific Issues and Uncertainty Analysis of Reactor Systems within the Nuclear Science Committee of the OECD Nuclear Energy Agency and has been a member of that Nuclear Science Committee. He has served on the Scientific Advisory Committee of the Division of Nuclear Energy and Safety at the Paul Scherrer Institute in Switzerland since 2017, and on the North Carolina Nuclear Power Advisory Council and the E4 Carolinas Southeast Nuclear Advisory Council since 2023. Dr. Ivanov’s technical work concerns methods and computer codes for multi-dimensional reactor core analysis, including computational methods and numerical algorithms, nuclear fuel management and reload optimization, reactor kinetics and core dynamics, cross-section generation, and the coupling of three-dimensional kinetics models with thermal-hydraulic codes. He has published more than 310 peer-reviewed papers, graduated 45 Ph.D. students, and served as principal or co-principal investigator on more than 110 externally funded projects totaling roughly $20 million. He began his career as a nuclear engineer at the Kozloduy Nuclear Power Plants in Bulgaria. Dr. Ivanov holds a Ph.D. in Reactor Physics from the Bulgarian Academy of Sciences (1990) and an MEng in Nuclear Engineering from the Moscow Institute of Power Engineering (1982). He is a Fellow of the American Nuclear Society (2020) and recipient of the Marin Drinov Medal, the highest scientific honor of the Bulgarian Academy of Sciences (2021). He served as a former member of the Senior Advisory Group of NINE in Lucca, Italy from 2017 through 2025, and has controlled and served as a director of NINE LLC since 2022. The Board believes that Dr. Ivanov’s deep expertise in nuclear engineering, his extensive governance experience with national laboratory and international nuclear organizations, and his scientific leadership provide valuable guidance to the Company and make him well qualified to serve as non-executive director.
Mamdouh El-Shanawany — Non-Executive Director Nominee
Mamdouh El-Shanawany — Non-Executive Director Nominee Mamdouh El-Shanawany, Ph.D., age 78, is a nominee for non-executive director of the Company. Dr. El-Shanawany is an international expert on nuclear safety with more than 45 years of experience providing leadership, design, analysis and management of statutory regulatory requirements for the nuclear industry in the United Kingdom, Canada and internationally. He is a member of the IAEA team awarded the Nobel Prize for Peace in 2005. In September 2023, Dr. El-Shanawany was appointed by the Director General of the International Atomic Energy Agency as a member of the International Nuclear Safety Advisory Group (INSAG), which provides the Director General with authoritative advice and recommendations on current and emerging issues in nuclear and radiation safety. He has served as the Chairman of the international Nuclear Energy Maritime Organisation (NEMO) since August 2024, as a board member and advisor to Core Power Ltd. since August 2021, and as Chief Nuclear Advisor to LRQA since July 2015. Dr. El-Shanawany has been a Visiting Professor of Nuclear Safety, Centre for Nuclear Engineering, at Imperial College, University of London, and was a member of the UK Government Nuclear Innovation Research Advisory Board (NIRAB) in 2021. He served as Global Nuclear Director at Lloyd’s Register until 2016 and is a member of the Nuclear Safety Advisory Group, NINE, Lucca, Italy. From September 2004 to June 2012, Dr. El-Shanawany was the Head of the Safety Assessment Section at the IAEA, where he was responsible for strengthening Member States’ capabilities and infrastructure in effective safety assessment and safety enhancement of nuclear installations. Prior to joining the IAEA, he was employed by Her Majesty’s Nuclear Installations Inspectorate/Office of Nuclear Regulation (ONR), the UK regulatory body. In the early 1990s, he served as a Senior Nuclear Safety Specialist at the Directorate of Safety Analysis and Assessment, Atomic Energy Control Board, Canadian Government. Dr. El-Shanawany holds a BSc (Honours), DIC, MSc and PhD and is a Fellow of the Institution of Nuclear Engineers (FINucE) and a Chartered Engineer (CEng). The Board believes that Dr. El-Shanawany’s extensive international nuclear safety expertise, regulatory experience and institutional leadership make him well qualified to serve as non-executive director of the Company.
S. Michael Modro — Non-Executive Director Nominee
S. Michael Modro — Non-Executive Director Nominee S. Michael Modro, M.S., age 78, is a nominee for non-executive director of the Company and has been serving as an interim non-executive director since September 22, 2026. Mr. Modro has more than 40 years of experience in nuclear reactor design, licensing and safety research, including roles at the Austrian Research Centre Seibersdorf, Idaho National Laboratory and the International Atomic Energy Agency (IAEA). His expertise includes the behavior of nuclear power plants under accident conditions, validation of computer codes used to simulate plant behavior and the design and conduct of experimental programs. Since May 2011, he served as Vice President for Strategy Development and Senior Advisor at NINE in Lucca, Italy, where he also chaired the NINE Senior Advisory Group. In that capacity, he supported the IAEA on safety capacity development and safety reviews of new reactor designs and supported safety assessment infrastructure and competency development in Malaysia, Vietnam, Jordan, Romania, Armenia and Bangladesh. From 2019 to 2021, he served as senior expert in the licensing process for the Hanhikivi-1 VVER-1200 reactor in Finland. From 2005 to 2011, he served as Senior Safety Assessment Officer and Acting Section Head at the IAEA in Vienna, where he developed the methodology for and led reactor safety reviews of new power reactor designs, including ACR1000, AP1000, APR1400, ATMEA, ESBWR and EPR. During his 25-year career at Idaho National Laboratory from 1980 through 2005, he held leadership roles including Director of the U.S. Generation IV Programme on the Supercritical Water Cooled Reactor, chairman of the SCWR international group within the Generation IV International Forum, and leader of programs involving advanced reactor licensing, nuclear safety and thermal-hydraulic analysis. He also led the design team that developed the MASLWR small passive reactor concept subsequently adopted by NuScale for commercialization. Mr. Modro holds an M.S. in Physics from the University of Warsaw and is the holder of U.S. Patent No. 6,945,272 B2 relating to a passively actuated valve for passive safety systems. The Board believes that Mr. Modro’s extensive expertise in nuclear safety, reactor licensing, safety assessment and advanced reactor development, together with his leadership experience at the IAEA, Idaho National Laboratory and NINE, make him well qualified to serve as non-executive director of the Company.
Tony Tullio — Non-Executive Director Nominee
Tony Tullio — Non-Executive Director Nominee Tony Tullio, M.B.A., age 64, is a nominee for non-executive director of the Company and has been serving as an interim non-executive director since September 22, 2026. Mr. Tullio is a global finance executive and corporate director with more than 40 years of executive leadership advising multinational organizations on corporate governance, enterprise risk management, financial stewardship, regulatory compliance, strategic planning, capital allocation and organizational transformation. From December 1984 until his retirement in February 2026, his career was built across the Stellantis / FCA US LLC / Chrysler Group LLC / DaimlerChrysler Corporation group, where he held Chief Financial Officer and senior finance executive roles spanning North America and Europe. In those roles, he was responsible for governance, enterprise risk management, financial reporting, treasury, taxation, internal controls, customs compliance and organizational performance, and worked directly with boards of directors, audit committees, legal counsel, regulators, external auditors and banking institutions. He established and strengthened Delegation of Authority frameworks, directed enterprise governance initiatives, supported Audit Committee reporting, oversaw internal control environments and led compliance programs across multiple business units. He directed multi-billion-dollar operating and capital budgets, oversaw treasury and liquidity management, led financial planning and capital allocation and supported mergers, acquisitions and post-transaction integrations. As Chief Financial Officer of DaimlerChrysler Italia from 1999 to 2001, he led all financial operations for Italy, including Italian statutory financial reporting, corporate governance, treasury and banking relationships, tax strategy, VAT compliance, transfer pricing, customs compliance and the importation of vehicles and automotive components. He has served as a director of Windsor Community Living, a nonprofit organization, since January 2021. Mr. Tullio holds a Master of Business Administration from Central Michigan University and a Bachelor of Computer Science from the University of Windsor and is fluent in English and Italian. The Board believes that Mr. Tullio’s extensive experience in corporate governance, audit and financial oversight, enterprise risk management, regulatory compliance and financial stewardship make him well qualified to serve as non-executive director of the Company. There are no family relationships among any of our directors, director nominees or executive officers. Vote Required: The affirmative vote of a simple majority of the votes cast is required to appoint or reappoint each director nominee, and each appointment or reappointment is a separate voting item. The proposal to appoint or reappoint each director nominee is based on a binding nomination by the Board. Consequently, each director nominee shall be appointed or reappointed unless the binding nomination is overruled by the AGM, which would result if at least a simple majority of the votes cast, representing at least one-third of the Company’s issued capital, vote against the appointment. If the binding nomination is overruled, the Board may make a new binding nomination. Because Proposal 2 is not considered a routine matter, your bank, broker, trustee or other nominee will not be able to vote your shares on any director nominee without your instruction, and the failure to provide instructions will result in a broker non-vote. Abstentions, blank votes, invalid votes and broker non-votes are not counted as votes cast and, accordingly, will have no effect on the outcome of the vote on the appointment of any director nominee. Recommendation of the Board: The Board recommends a vote FOR each of the director nominees.
Alessandro Petruzzi, Age 50
Alessandro Petruzzi, Age 50 CEO and Executive Director since October 2025. Co-Founder of Terra Innovatum S.R.L. Founded NINE. PhD in Nuclear and Industrial Safety, University of Pisa.
Katherine Crocker Williams, Age 68
Katherine Crocker Williams, Age 68 Interim Executive Director and Chief Financial Officer since March 2026. Previously Non-Executive Director and Chairperson of the Board from October 2025 until March 2026.
Massimo Morichi, Age 65
Massimo Morichi, Age 65 Chief Strategy Officer, SOLO Safeguards Director, and Executive Director since October 2025.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers (“NEOs”) for the fiscal year ended December 31, 2025. Amounts originally denominated in euros have been converted to U.S. dollars using the weighted average exchange rate of 1.13019 USD/EUR for FY2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Total ($) | | Alessandro Petruzzi, CEO | 2025 | $203,747 | $271,407 | $475,154 | | Marco Cherubini, CTO | 2025 | $184,861 | $252,020 | $436,881 | | Cesare Frepoli, COO | 2025 | $184,861 | $221,165 | $406,026 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End None of our NEOs held any outstanding option awards, unvested stock awards or equity incentive plan awards as of December 31, 2025. Accordingly, we have not included an Outstanding Equity Awards at Fiscal Year-End table.
Director Compensation
Director Compensation Under the remuneration policy, each Non-Executive Director receives an annual base fee of at least $80,000, payable quarterly in cash, and may also receive share-based compensation under the Equity Incentive Plan with a value equal to the annual base fee. Non-Executive Directors also receive additional annual cash fees of $15,000 for service on each of the Audit Committee, Remuneration Committee and Nominating and Corporate Governance Committee, $5,000 for service as chair of any such committee and $25,000 for service as Chairperson of the Board. The Company also reimburses reasonable expenses and provides D&O insurance coverage. The following table sets forth information regarding the compensation of our Non-Executive Directors for FY2025. No directors held equity awards at the end of FY2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | | Katherine Crocker Williams(1) | $27,288 | $6,822 | $34,110 | | Peter Hastings | $18,192 | $4,548 | $22,740 | | Michael Howard | $18,192 | $11,370 | $29,562 | | Rex S. Jackson | $18,192 | $4,548 | $22,740 |
Director Compensation
| (1) Ms. Williams served as a Non-Executive Director and Chairperson of the Board from October 10, 2025 until March 2026, when she was designated as an interim Executive Director and Chief Financial Officer. Amounts shown reflect compensation for her service as a Non-Executive Director and Chairperson of the Board during 2025. Pursuant to her service agreement, as amended by an addendum dated December 10, 2025, Ms. Williams was entitled to a fixed annual fee of $120,000, reflecting her role as Chairperson of the Board, plus fees for committee service in accordance with the remuneration policy. |
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN