Terna: Di Foggia reaches agreement with the company and waives maxi compensation

The game between the CEO of Terna, Giuseppina Di Foggia, destined by the government to hold the presidency of Eni, and the company that manages the electricity grid around the issue of severance pay has come to an end. As anticipated in the past few days, the manager has signed an agreement "for the early termination of her directorship and the consensual termination of her executive employment relationship" as of May 5, i.e. on the eve of Eni's shareholders' meeting, scheduled for the following day and which should formalise the candidatures presented by the MEF, which has reconfirmed CEO Claudio Descalzi for a fifth term.

Di Foggia therefore renounced the 7,189,750 set aside by the company and related to the additional severance indemnity due for the position of general manager. The agreement was adopted by the board of directors, which met yesterday with the support of the Remuneration and Appointments Committee and the Related Party Transactions Committee.

In the press release issued by the company, it is recalled that Di Foggia, in office since 9 May 2023, holds 84,871 Terna shares linked to the 2022 - 2026 performance share plan. In addition to this, there is the end-of-mandate allowance of 108.750 euros gross that will be attributed to the ceo on the basis of what was decided by the board of directors at the time of the same appointment and put in black and white in the reports on the remuneration policy for the 2024 and 2025 financial years submitted, approved by the shareholders, as well as in the report on the 2026 remuneration policy dismissed with a resolution of the board of directors on 26 March and that will be submitted to the shareholders' meeting on 12 May when the designated top management (Pasqualino Monti as CEO and Stefano Cuzzilla as chairman) will also be voted.

To this, the note clarifies, will be added "the severance pay and what is due in relation to the rights accrued as part of participation in the short- and long-term incentive schemes, in full and rigorous compliance with the company's remuneration policy". Everything, it is specified, "has been determined in line with the applicable provisions of law and contract, as well as in compliance and consistency with what is indicated in the remuneration policy adopted by Terna (including the mechanisms referred to in the so-called claw-back clauses) and in the report on the Remuneration Policy prepared pursuant to art. 123-ter of the Consolidated Finance Act, approved by resolution of the Board of Directors on March 26, 2026 and submitted to the binding vote of the next Shareholders' Meeting scheduled for May 12".

The above-mentioned amounts and severance pay will be disbursed by the end of next month, with the exception of any bonuses due under the short- and long-term incentive schemes 'which will be disbursed pro rata temporis in accordance with their respective timeframes, together with severance pay'. The agreement does not envisage any competition constraints after the termination of the relationship and, therefore, there will be no consideration for support.