Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

September 24, 2023

Date of Report (Date of earliest event reported)

The Duckhorn Portfolio, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40240	81-3866305
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Dowdell Lane

Saint Helena, CA 94574

(Address of principal executive offices) (Zip Code)

(707) 302-2658

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

NAPA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2023, Alex Ryan notified The Duckhorn Portfolio, Inc. (the “Company”) of his intention to retire from his positions as President, Chief Executive Officer and chairperson and member of the Board of Directors (the “Board”) of the Company, effective September 27, 2023.The Board has established an ad hoc committee to lead a comprehensive search process to identify a permanent CEO.

On September 27, 2023, the Board appointed Deirdre Mahlan, currently a director of the Company and chair of the Audit Committee of the Board (the “Audit Committee”), as Interim President, Chief Executive Officer and chairperson of the Board, effective immediately upon Mr. Ryan’s retirement.

Ms. Mahlan, 61, has served as a director of the Company since March 2021 and, until September 27, 2023 and September 24, 2023, respectively, as chair of the Audit Committee and member of the Compensation Committee of the Board. From November 2015 to June 2020, Ms. Mahlan served as President of Diageo North America, Inc., a multinational beverage company, where she oversaw Diageo’s US and Canadian spirits and beer businesses. From October 2010 to October 2015, she served as Chief Financial Officer of Diageo plc, prior to which she served as the company’s Deputy CFO and Head of Tax and Treasury. Ms. Mahlan began her career at PricewaterhouseCoopers LLP, where she conducted audits across several diversified global companies. She served as a director of Experian plc, a credit reporting company, from September 2012 to July 2022. In September 2021, she joined the board of the Kimberly-Clark Corporation, a consumer goods company, where she is a member of its audit committee. In July 2022, she joined the Board of Haleon plc, a healthcare goods company, where she is chair of the audit and risk committee and a member of the nominations and corporate governance committee and the remuneration committee. Ms. Mahlan is a certified public accountant and received her MBA with a concentration in finance and international business from Columbia University and her BS in accounting from New York University.

Separation Agreement

In connection with Mr. Ryan’s departure, the Company and Mr. Ryan entered into a separation agreement (the “Separation Agreement”), dated September 24, 2023, which provides the terms and conditions of Mr. Ryan’s resignation from all positions, offices and directorships held with the Company or its affiliates, effective as of September 27, 2023 (the “Effective Date”). The Separation Agreement provides that Mr. Ryan will receive pay for all work performed up to the Effective Date, as well as the payment of Mr. Ryan’s annual bonus for the fiscal year ended July 31, 2023 in the gross amount of $1,015,714. All stock options, restricted stock units, or other equity awards under the Plan (as defined in the Separation Agreement), and any portion of Mr. Ryan’s account under the Deferred Compensation Plan (as defined in the Separation Agreement), that remain unvested as of the Effective Date will be automatically forfeited by Mr. Ryan for no consideration.

Mr. Ryan agreed to cooperate with the Company following the Effective Date with respect to all matters arising during or related to his employment, including (i) all matters in connection with any governmental investigation, litigation or regulatory or other proceeding which may have arisen or which may arise following the Effective Date and (ii) being available to the Board, upon reasonable request and for a reasonable period of time following the Effective Date, to assist with a smooth transition of Mr. Ryan’s prior duties and responsibilities. The Separation Agreement also includes a general release of any claims by Mr. Ryan.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Interim CEO Agreement

In connection with Ms. Mahlan’s appointment as Interim President and Chief Executive Officer, the Company and Ms. Mahlan entered into a consulting agreement (the “Interim CEO Agreement”), dated September 27, 2023.

The Interim CEO Agreement provides an annual consulting fee in the amount of $655,000, as well as an annual incentive fee equal to 100% of the annual consulting fee pro-rated for any partial fiscal year during which Ms. Mahlan provides services under the Interim CEO Agreement. In addition, subject to the approval of the Board or the Compensation Committee, Ms. Mahlan will be granted in connection with her appointment a number of restricted stock units in an

amount equal to $1.35 million based on the closing price of the Company’s common stock as of September 27, 2023, 50% of which shall vest on March 27, 2024, subject to Ms. Mahlan’s continued service through such date, and the remainder of which shall vest on the September 27, 2024, subject to Ms. Mahlan’s continued service through such date and Ms. Mahlan’s continued service as Interim President and Chief Executive Officer through March 27, 2024. The Interim CEO Agreement will automatically terminate on the date when a permanent CEO commences employment, or earlier upon written notice by the Company or thirty days’ written notice by Ms. Mahlan.

The foregoing description of the Interim CEO Agreement does not purport to be complete and is qualified in its entirety by reference to the Interim CEO Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the retirement of Mr. Ryan and appointment of Ms. Mahlan as Interim President, Chief Executive Officer and chairperson of the Board is attached hereto as Exhibit 99.1.

Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
10.1						Separation Agreement, dated as of September 24, 2023, between The Duckhorn Portfolio, Inc. and Alex Ryan
10.2						Interim CEO Agreement, dated as of September 27, 2023, between The Duckhorn Portfolio, Inc. and Deirdre Mahlan
99.1						Press release dated September 27 , 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



	The Duckhorn Portfolio, Inc.

Date: September 27, 2023	By:	/s/ S.B.A. Sullivan
		Sean Sullivan
		Executive Vice President, Chief Strategy and Legal Officer

Exhibit 10.1

September 24, 2023 Alex Ryan

Dear Alex:

As we have discussed, you are resigning from your employment with Duckhorn Wine Company (the “Company”) and The Duckhorn Portfolio, Inc. (the “Parent” and, together with the Company, “Companies”), effective as of September 27, 2023 (the “Resignation Date”).

Capitalized terms not defined herein shall have the meanings ascribed to them in the Amended and Restated Employment Agreement, by and between you and the Companies, dated March 8, 2021 (the “Employment Agreement”). The purpose of this letter (the “Agreement”) is to confirm the terms concerning your resignation from employment, as follows:

1.Final Compensation. You will receive pay for all work you have performed for the Companies through the Resignation Date, to the extent not previously paid, as well as pay, at your final base rate of pay, for any vacation days you have earned but not used as of the Resignation Date, determined in accordance with the policies of the Companies and as reflected on the books of the Companies. You will receive the payments described in this Section 1 regardless of whether or not you elect to sign this Agreement.

2.Resignations. You hereby resign from any and all positions, offices and directorships that you hold with the Companies or any of their Affiliates, or in connection with or by virtue of your employment with the Companies (including, without limitation, with any trade or industry organizations), effective as of the Resignation Date, without any further action required therefor (collectively, the “Resignations”). The Companies, on their own behalf and on behalf of their Affiliates, hereby accepts the Resignations as of the Resignation Date. You agree to sign and return such documents confirming the Resignations as the Companies or any of their Affiliates may reasonably request.

3.Prior Year Bonus. In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations under it and your Continuing Obligations, and in full consideration of any rights you may have under the Employment Agreement, the Companies will pay your Prior Year Bonus (which you and the Companies acknowledge will be in the gross amount of $1,015,714) (the “Prior Year Bonus”). The Prior Year Bonus will be paid to you at the time that annual bonuses for the 2023 fiscal year are paid to employees of the Companies or, if later, seven (7) days after the revocation period described below has ended (and in no event later than December 31, 2023).

4.Acknowledgement of Full Payment and Withholding. You acknowledge and agree that the payments provided under Section 1 of this Agreement are in complete satisfaction

of any and all compensation or benefits due to you from the Companies, whether for services provided to the Companies, under the Employment Agreement or otherwise, through the Resignation Date and that, except as expressly provided under this Agreement, no further compensation or benefits are owed or will be paid to you. All payments made by the Companies under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Companies under applicable law and all other lawful deductions authorized by you.

5.Status of Employee Benefits, Paid Time Off, Expenses, Equity and Deferred Compensation.

(a)Except for any right you may have to continue your participation and that of your eligible dependents in the Companies’ medical, dental, and vision plans under the federal law known as “COBRA” or similar state law, your participation in all employee benefit plans of the Companies will end as of the Resignation Date, in accordance with the terms of those plans. You will receive information about your COBRA continuation rights under separate cover.

(b)Within two (2) weeks following the Resignation Date, you must submit your final expense reimbursement statement reflecting all business expenses you incurred through the Resignation Date, if any, for which you seek reimbursement, and, in accordance with the policies of the Companies, reasonable substantiation and documentation for the same. The Companies will reimburse you for your authorized and documented expenses within thirty (30) days of receiving such statement pursuant to its regular business practice.

(c)You acknowledge and agree that, as of the Resignation Date, (i) any stock options, restricted stock units, or other equity awards you were granted by Parent or any of its Affiliates that are then unvested will be automatically forfeited for no consideration in accordance with the terms of such awards and (ii) any stock options granted by Parent under Parent’s 2021 Equity Incentive Plan (the “Plan”) that are vested as of the Separation Date in accordance with the terms of the Plan and your award agreements thereunder will remain outstanding and exercisable in accordance with the Plan and such award agreements (it being understand that the Plan provides that such options must be exercised within three (3) months following the Resignation Date unless earlier terminated as set forth therein).

(d)Reference is made to Duckhorn Wineries, Inc.’s Deferred Compensation Plan (the “Deferred Compensation Plan”), in which you participated during your employment with the Companies. You acknowledge and agree that, as of the Resignation Date, (i) any portion of your account under the Deferred Compensation Plan that is then unvested will be automatically forfeited for no consideration in accordance with the terms of the Deferred Compensation Plan and (ii) any portion of your account under the Deferred Compensation Plan that is vested and remains payable under the Deferred Compensation Plan will be paid in accordance with the terms of the Deferred Compensation Plan.

6.Continuing Obligations, Confidentiality and Right to Review.

(a)You acknowledge that you will continue to be bound by your obligations under the Employment Agreement (including, for the avoidance of doubt, under Section 3 therein) and under any other written agreement by and between you and the Companies or any of their Affiliates that, in each case, survive the termination of your employment by necessary implication or the terms thereof (collectively, the “Continuing Obligations”).

(b)Subject to Section 9(c) of this Agreement, you and the Companies agree that, until such time when this Agreement is publicly filed, neither you nor the Companies will disclose this Agreement or any of its terms or provisions, directly or by implication, except that (i) you may disclose this Agreement to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others and (ii) the Companies may disclose this Agreement (and its terms and provisions) to their legal and tax advisors, to the members of their respective boards of directors and to their employees and other individuals on a need-to-know basis, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others. For the avoidance of doubt, this Section 6(b) does not prohibit any party from disclosing the fact or timing of the Resignations.

(c)You and the Companies agree that the Companies will provide you a reasonable opportunity to review and comment on any broad-based internal or external communications from the Companies regarding your resignation from employment.

7.Return of Documents and Other Property. In signing this Agreement, you represent and warrant that you will return to the Companies, within five (5) days following the Resignation Date, any and all documents, materials and information (whether in hardcopy, on electronic media or otherwise) related to the business of the Companies and their Affiliates (whether present or otherwise), and all keys, access cards, credit cards, computer hardware and software, telephones and telephone-related equipment and all other property of the Companies or any of their Affiliates in your possession or control; provided, however, that you will be permitted to retain your cellular phone and related phone number, and the printer and laptop you have at your residence, along with your personal effects at the Companies’ offices that are not property of the Companies or any of their Affiliates, provided that you first present them to the Companies so that all information of the Companies and their Affiliates may be permanently deleted. Further, you represent and warrant that you will not retain any copy or derivation of any documents, materials or information (whether in hardcopy, on electronic media or otherwise) of the Companies or any of its Affiliates. Recognizing that your employment with the Companies is terminating as of the Resignation Date, you represent and warrant that you will not, following the Resignation Date, for any purpose, attempt to access or use any computer or computer network or system of the Companies or any of their Affiliates, including without limitation the electronic mail system. Further, you acknowledge that you will disclose to the Companies all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, all information which you have password-protected on any computer equipment, network or system of the Companies or any of their Affiliates.

8.Cooperation. You agree to cooperate with the Companies and their Affiliates hereafter with respect to all matters arising during or related to your employment, including but not limited to (i) execution of the Companies’ various SEC filings and related certifications prior to the Resignation Date, (ii) all matters in connection with any governmental

investigation, litigation or regulatory or other proceeding which may have arisen or which may arise following the signing of this Agreement, and (iii) being available to the boards of directors of the Companies, upon reasonable request and for a reasonable period of time following the Resignation Date, to assist with a smooth transition of your prior duties and responsibilities to the Companies (including but not limited to those pertaining to industry relationships and M&A activities).

9.General Release of Claims.

(a)In exchange for the special benefits provided to you under this Agreement, to which you would not otherwise be entitled, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns, you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, that you have had in the past, now have, or might now have, against the Companies or any of their Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of your employment or your other association with the Companies or any of their Affiliates or the termination of the same, or the Employment Agreement, or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the fair employment practices laws and statutes of the state or states in which you have provided services to the Companies or any of their Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Companies, their Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in their official capacities (collectively, the “Released Parties”), from any and all such Claims. In addition, you hereby waive any notice otherwise required for any meeting of the board of directors of the Companies occurring after the date set forth above. Notwithstanding the foregoing, Claims does not include any (i) payments, benefits and other rights provided under this Agreement, (ii) right you may have with respect to any vested 401(k) benefits, any vested benefits under the Deferred Compensation Plan or any other vested benefit provided under any employee benefit plan of the Companies that you may have as of the Resignation Date, (iii) rights that you may have to indemnification, including under that certain Indemnification Agreement, by and between you and Parent (the “Indemnification Agreement”) or any rights to coverage under any D&O insurance or employment practices liability insurance policy maintained by the Companies or (iv) any claims that cannot be released as a matter of law. Nothing in this Agreement shall expand or vitiate any and all obligations, to the extent existing as of the Resignation Date, to provide a defense for you arising out of your employment at the Companies, including, but not limited to any obligations under the Indemnification Agreement or any D&O insurance or employment practices liability insurance policy maintained by the Companies. For the avoidance of doubt, the consideration provided for your release of claims under the California Fair Employment and Housing Act are the Companies’ commitments in Sections 6(c) and 7 of this Agreement.

(b)In signing this agreement, you expressly waive and relinquish all rights and benefits provided by Section 1542 of the Civil Code of the State of California, and do so understanding and acknowledging the significance of such specific waiver of Section 1542, which section states as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Released Parties, you expressly acknowledge that the general release and waiver of claims set forth in this Section 9 is intended to include in its effect, without limitation, all claims which you do not know or suspect to exist in your favor at the time you sign it, and that this Agreement contemplates the extinguishment of any and all such claims

(c)Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that you hereby agree to waive your right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf. Nothing in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity (or requires you to furnish notice to the Companies relating to the same). In addition, nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

(d)This Agreement, including the general release of claims set forth in Section 9(a), creates legally binding obligations and the Companies and their Affiliates therefore advise you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Companies and their Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty- one (21) days, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other of those persons to whom reference is made in Section 6(b) above; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.

10.Miscellaneous.

(a)This Agreement constitutes the entire agreement between you and the Companies, and supersedes all prior and contemporaneous communications, agreements and understandings, whether written or oral, with respect to your employment, its termination and all related matters, including, for the avoidance of doubt, the Employment Agreement. Notwithstanding the foregoing, nothing herein will limit or supersede (i) the Continuing Obligations, (ii) the Plan and your award agreements thereunder, with respect to your stock options, restricted stock units and other equity awards granted to you by the Duckhorn Portfolio, Inc., (iii) the Deferred Compensation Plan, with respect to any compensation thereunder, and (iv) the Indemnification Agreement, in each case, which shall remain in full force and effect in accordance with their terms.

(b)If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law; provided, however, and for the avoidance of doubt, in no event shall the Companies be required to provide payments or benefits to you pursuant to Section 2 of this Agreement if all or part of the general release in Section 9 of this Agreement is held to be invalid or unenforceable.

(c)This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and an expressly authorized designee of each of the Companies. The captions and headings in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

(d)The obligation of the Companies to make payments to you or on your behalf under this Agreement, and your right to retain the same, is expressly conditioned upon your continued full performance of your obligations under this Agreement and the Continuing Obligations.

(e)This is a California contract and shall be governed and construed in accordance with the laws of the State of California, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. You agree that any dispute shall be brought only in, and you agree to submit to the exclusive jurisdiction of, the courts of and in the State of California in connection with any dispute arising out of, connected with, or relating to this Agreement or your employment or other association with the Companies or the termination of the same.

(f)This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by DocuSign, facsimile, electronic mail (including “pdf”), and any other means of electronic transmission complying with the U.S. federal ESIGN Act of 2000, and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument.

[Signature page immediately follows.]

If the terms of this Agreement are acceptable to you, please sign, date and return it to me within twenty-one (21) days of the date you receive it. You may revoke this Agreement at any time during the seven-day period immediately following the date of your signing by notifying me in writing of your revocation within that period. If you do not revoke this Agreement, then, on the eighth day following the date that you signed it, this Agreement shall take effect as a legally binding agreement between you and the Companies on the basis set forth above. The enclosed copy of this letter, which you should also sign and date, is for your records.

Sincerely,

Duckhorn Wine Company

By: /s/ S.B.A. Sullivan Name: Sean Sullivan

Title: Executive Vice President, Chief strategy and

Legal Officer

The Duckhorn Portfolio, Inc.

By: /s/ S.B.A. Sullivan Name: Sean Sullivan

Title: Executive Vice President, Chief strategy and

Legal Officer

Accepted and agreed:

Signature: /s/ Alex Ryan Alex Ryan

Date: September 24, 2023

Exhibit 10.2

September 27, 2023

Deirdre Mahlan

Dear Deirdre:

This letter (this “Agreement”) confirms the terms of your engagement to provide consulting services to Duckhorn Wine Company (the “Company”) and The Duckhorn Portfolio, Inc. (the “Parent” and, together with the Company, “Companies”).

1.Services. Effective as of September 27, 2023 (the “Effective Date”), you will provide certain consulting services to the Companies. Such consulting services will include, without limitation, acting as the interim Chief Executive Officer of each of the Companies. You will also continue to serve on the Board of Directors of the Parent (the “Board”) and shall serve as a director or officer of the Companies or one or more of the Affiliates of the Companies upon request, and shall provide such other related assistance as may be reasonably requested by the Board from time to time, in each case, without additional compensation. For the avoidance of doubt, you shall not receive any compensation or equity for your services as a member of the Board for so long as you provide consulting services pursuant to this Agreement. You agree to devote substantially all of your business time to perform services hereunder, provided that you may continue to serve on the two outside boards of directors that you serve on as of the date hereof or any committee of such boards (it being acknowledged and agreed that you currently serve as the chair of the audit committee of one such board). This Agreement and your engagement hereunder will continue until terminated in accordance with the provisions of Section 8 hereof. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company or the Parent, as applicable, where control may be by management authority, equity interest or otherwise.

2.Relationship of Parties. You and the Companies expressly agree that, in providing services to the Companies under this Agreement, you will be an independent contractor and will not be an employee or agent of the Companies or any of their Affiliates. You further agree that you will provide services hereunder independently and will not receive training or direction from the Companies or any of their Affiliates, other than as to the goals to be achieved through the provision of such services.

3.Consulting Fees and Expenses. In exchange for the consulting services that you provide to the Companies under this Agreement, the Companies will provide you with the following:

a.During your engagement hereunder, the Companies will pay you a consulting fee at the annual rate of $655,000 (or $54,583.34 monthly), payable on a monthly basis and prorated for any partial year of services (the “Consulting Fees”). You agree to submit to the Companies monthly invoices for Consulting Fees and any expenses covered by Section 3(d) below.

b.During your engagement hereunder, the Companies will pay you an annual incentive fee equal to $655,000 (the “Incentive Fee”), pro-rated for the portion of the applicable

fiscal year during which you were engaged by the Company hereunder. Any such earned Incentive Fee will be paid to you within thirty (30) days following the conclusion of the applicable fiscal year or, if early, the conclusion of your services hereunder. If your engagement under this Agreement is terminated for Cause (as defined in The Duckhorn Portfolio, Inc. 2021 Equity Incentive Plan), you will not be entitled to any Incentive Fee that has not yet been paid to you.

c.On or promptly following the Effective Date, subject to the approval by the Board (or the Compensation Committee thereof), the Parent will grant you an award of restricted stock units in the form attached as Exhibit A to this Agreement.

d.The Companies will pay or reimburse you for reasonable expenses incurred or paid by you in the provision of services hereunder, subject to the terms of the Companies’ expense reimbursement policies as in effect from time to time. Your right to payment or reimbursement for expenses under this Section 3 will be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made promptly, and in all events not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred, and (iii) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit.

4.Taxes and Benefits. You acknowledge and agree that, as an independent contractor, you will be solely responsible for obtaining any required insurance (including, without limitation, worker’s compensation insurance, but excluding D&O insurance) and for the withholding and payment of all federal, state and local income taxes, Social Security and Medicare taxes, and any and all other legally-required payments on sums paid to you hereunder. You further acknowledge and agree that, except as expressly set forth in Section 2 of this Agreement, neither you nor any individual claiming through you will be eligible to (a) participate in any bonus, incentive or other compensation plan, program or arrangement of any kind, whether payable in cash or equity, of the Companies or their Affiliates or (b) participate in or receive benefits under any of the employee benefit plans, programs and arrangements maintained by the Companies or their Affiliates (all of the foregoing benefit and compensation plans, programs and arrangements, hereinafter, the “Plans”). You hereby waive any and all rights to participate in, or receive benefits under, any of the Plans, and you agree not to make any claim under any of the Plans. You further agree to indemnify and hold harmless the Companies, any of their respective Affiliates, the Plans, and all those connected with them from any and all liabilities (i) arising out of any claims under any of the Plans by you or by anyone claiming through you or (ii) incurred as a result of your failure to meet your obligations under this Section 4.

5.Confidential Information. You agree that, during your engagement hereunder and thereafter, you will not use or disclose to any third party any Confidential Information, except as required for the proper performance of this engagement. For purposes of this Agreement, “Confidential Information” means (a) any and all information of the Companies or any of their Affiliates that is not generally known to the public and (b) any and all information received by the Companies or any of their Affiliates from customers or other third parties with any understanding, express or implied, that the information would not be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (ii) you cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose

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of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by unauthorized means.

6.Assignment of Rights to Intellectual Property. You will promptly and fully disclose all Intellectual Property to the Companies. You hereby assign and agree to assign to the Company (or as otherwise directed by the Company) your full right, title and interest in and to all Intellectual Property. You agree to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of further instruments of assignment or confirmation and the provision of good faith testimony by declaration, affidavit or in-person) requested by the Companies to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Companies to secure, prosecute and enforce any patents, copyrights or other proprietary rights to the Intellectual Property. You will not charge the Companies for time spent in complying with these obligations. For purposes of this Agreement, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) (collectively, “Inventions”) conceived, made, created, developed or reduced to practice by you (whether alone or with others, whether or not during normal business hours or on or off the premises of the Companies) during your engagement with the Companies that relate either to the business of the Companies or to any prospective activity of the Companies or any of their Affiliates or that result from any services performed by you for the Companies or any of their Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Companies or any of their Affiliates. Notwithstanding the foregoing, Intellectual Property shall not apply to any Invention that you develop entirely on your own time, without using the equipment, supplies, facilities or trade secret information of the Company or any of its Affiliates, unless such Invention (a) relates to the business of the Company or any of its Affiliates for which you are performing services or to the actual or demonstrably anticipated research or development of the Company or any of its Affiliates for which you are performing services or (b) results from any work performed by you for the Company or any of its Affiliates.

7.Non-Solicitation of Employees of the Companies. While you are engaged by the Companies (other than in connection with the proper performance of your services hereunder) and during the twenty-four (24)-month period immediately following the conclusion of your engagement under this Agreement, regardless of the reason therefor, you will not (a) solicit for hiring or engagement any employee of the Companies or any of their Affiliates or seek to persuade such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Companies or any of their Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, and “employee” or an “independent contractor” of the Companies or any of their Affiliates is any person who was such at any time within the twelve (12)-month period immediately preceding the activity restricted by this Section 7.

8.Termination. Your engagement hereunder will continue until a new Chief Executive Officer of the Companies commences employment; provided, however, that (i) you may terminate this Agreement and your engagement hereunder at any time upon thirty (30) days’ advance written notice to the Companies (unless waived, in whole or in part, by the Board) and (ii) the Companies may terminate this Agreement and your engagement hereunder at any time upon notice to you. Upon termination of this Agreement, the Companies shall have no further obligation to you, other than for payment for any Consulting Fees through the date of termination, payment for any earned Incentive Fee and payment or reimbursement of expenses that are satisfactorily documented and substantiated, in either case in accordance with Section 3 above, in each case solely to the extent not already paid. Your obligations under Sections 4

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through 7 of this Agreement will survive the termination of this Agreement and your engagement hereunder, however occurring. Upon the termination of your engagement hereunder, you shall continue to serve as a member of the Board until you resign or are removed from such position.

9.Miscellaneous. This Agreement (together with that certain Indemnification Agreement with Parent, which you are expected to execute contemporaneously with this Agreement) contains the entire agreement between you and the Companies, and replaces all prior agreements, whether written or oral, with respect to the consulting services to be provided by you to the Companies and all related matters. This Agreement may not be amended and no breach will be deemed waived unless agreed to in a signed writing by you and an authorized officer of the Companies. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which may be executed and transmitted by DocuSign, facsimile, electronic mail, or other means of electronic transmission, each of which shall be an original, and all of which together shall constitute one and the same instrument. This is a Delaware contract and shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. You agree that any dispute shall be brought only in, and you agree to submit to the exclusive jurisdiction of, the courts of and in the State of Delaware in connection with any dispute arising out of, connected with, or relating to this Agreement or your engagement by the Companies or the termination of the same.

[Remainder of page intentionally left blank.]

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If the terms of this Agreement are acceptable to you, please sign, date and return it to me, at which time this Agreement will take effect as a legally binding agreement between you and the Companies on the basis set forth above.

Sincerely,

DUCKHORN WINE COMPANY

By: _/s/ S.B.A. Sullivan________________

Name: Sean Sullivan

Title: Executive Vice President, Chief Strategy and

Legal Officer

THE DUCKHORN PORTFOLIO, INC.

By: _/s/ S.B.A. Sullivan________________

Name: Sean Sullivan

Title: Executive Vice President, Chief Strategy and

Legal Officer

Accepted and agreed:

___/s/ Deirdre Mahlan __________

Deirdre Mahlan

Date: _September 27, 2023_______

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EXHIBIT A


Name:			[_________]
Number of Restricted Stock Units:			[_________]1
Date of Grant:			[_________]

THE DUCKHORN PORTFOLIO, INC.
2021 EQUITY INCENTIVE PLAN

Restricted Stock Unit Agreement

This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of The Duckhorn Portfolio, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

1.Grant of RSUs. On the date of grant set forth above (the “Date of Grant”), the Company granted to the Participant the number of Restricted Stock Units (“RSUs”) set forth above, giving the Participant the conditional right to receive, without payment and pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan, one share of Stock (a “Share”) with respect to each RSU subject to this Award, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The RSUs are granted to the Participant in connection with the Participant’s Employment with the Company.

2.Vesting. Unless earlier terminated, forfeited, relinquished or expired:

(a)50% of the RSUs will vest on March 27, 2024, subject to the Participant remaining in continuous Employment (which includes, for the avoidance of doubt, service as an independent contractor or director) from the Date of Grant through such date, and will be forfeited if the Participant ceases continuous Employment prior to such date; and

(b)50% of the RSUs will vest on September 27, 2024, subject to the Participant (i) remaining in continuous Employment as the Chief Executive Officer of the Company from the Date of Grant though March 27, 2024; and (ii) remaining in continuous Employment (which includes, for the avoidance of doubt, service as an independent contractor or director) from the Date of Grant through September 27, 2024, and in each case will be forfeited if the Participant ceases such continuous Employment prior to such date.

3.Cessation of Service. If the Participant’s Employment ceases for any reason the RSUs, to the extent not then vested, will be immediately forfeited for no consideration.

4.Delivery of Shares. The Company shall, as soon as practicable upon the vesting of any RSUs (but in no event later than thirty (30) days following the date on which such RSUs

1 Number of RSUs to equal $1,350,000 divided by the closing price of a Share on the grant date, rounded down to the nearest full Share.

vest), effect delivery of the Shares with respect to such vested RSUs to the Participant (or, in the event of the RSUs have passed to the estate or beneficiary of the Participant or a permitted transferee, by such estate or beneficiary or permitted transferee).

5.Nontransferability. The RSUs may not be transferred except as expressly permitted under Section 6(a)(3) of the Plan.

6.Forfeiture; Recovery of Compensation. By accepting, or being deemed to have accepted, the RSUs, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee, with respect to the RSUs, including the right to any Shares acquired in respect of the RSUs and any amounts received in respect thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any applicable clawback or recoupment policy of the Company. Nothing in the preceding sentence will be construed as limiting the general application of Section 9 of this Agreement.

7.Taxes. The Participant is responsible for satisfying and paying all taxes arising from or due in connection with the Award, its vesting and/or settlement and any disposition of any Shares acquired upon the vesting of the Award. The Company will have no liability or obligation related to the foregoing.

8.Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been made available to the Participant. By accepting, or being deemed to have accepted, the Award, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.

9.Acknowledgements. The Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Participant.

[Signature page follows.]

The Company, by its duly authorized officer, and the Participant have executed this Agreement.

THE DUCKHORN PORTFOLIO, INC.


By:
Name:			Sean Sullivan
Title:			Executive Vice President, Chief Strategy and Legal Officer

Agreed and Accepted:

By:_______________________________

Name: Deirdre Mahlan

Signature Page to Restricted Stock Unit Agreement

Exhibit 99.1

Alex Ryan Retires as CEO of The Duckhorn Portfolio, Inc.

Board Appoints Industry Veteran Deirdre Mahlan Interim CEO,

Initiates Search for New Leader

ST. HELENA, CA, September 27, 2023 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (“Duckhorn,” NYSE: NAPA) today announced that Alex Ryan is retiring from his role as President, Chief Executive Officer and Chairman of the company. The Duckhorn Board of Directors has appointed Deirdre Mahlan, a veteran of the alcohol and beverage industry, as interim President, Chief Executive Officer and Chairperson, and has initiated a search for a new leader.

“Alex dedicated his professional life to growing our business, and he has now decided to step away to focus on family and personal matters, and offered to be available to the company to ensure a smooth transition,” said Duckhorn independent director, Michelle Gloeckler, who will chair the CEO search committee. “We are grateful for Alex’s 35 years of dedicated service to the company and wish him the very best. At the same time, we’re committed to finding a leader who has the skills and vision to keep Duckhorn on its successful trajectory as North America’s premier luxury wine company. The success of The Duckhorn Portfolio has always been the result of the collaborative efforts of our amazing team and our unwavering commitment to producing the highest quality wines. Through her experience as a member of our Board, Deirdre understands and embraces these values. She is also a strong leader and an innovative strategic thinker with extensive industry expertise, and a broad skill set that includes analytics, financials, strategy and planning.”

Mahlan, who has been a member of the Board since 2021, spent nearly 20 years in leadership at Diageo, including serving as CEO for Diageo North America between 2015 and 2020. She previously served as Diageo’s Chief Financial Officer, Deputy Chief Financial Officer and Head of Tax and Treasury. Mahlan is supported by a veteran Duckhorn leadership team that boasts more than 60 years combined experience with the company.

“Having worked closely with the incredible team at The Duckhorn Portfolio while serving on its Board for the past nearly three years, I am excited to be appointed interim President, Chief Executive Officer and Chairperson. I am committed to continuing to build on Duckhorn’s track record of industry leadership as well as the tradition of excellence that the company is known for,” Mahlan said. “Together, we’re focused on ensuring our valued customers continue to enjoy Duckhorn Portfolio wines as we move the company forward under new leadership.”

Gloeckler said: “The Board and Duckhorn’s leadership team are excited to have Deirdre Mahlan as our interim President, Chief Executive Officer and Chairperson. We’ve worked closely with her since she joined the Board nearly three years ago, and value the contributions she’s made to the company in that time, as well as her strong background in our industry.”

About The Duckhorn Portfolio, Inc.

The Duckhorn Portfolio is North America’s premier luxury wine company, with ten wineries, nine state-of-the-art winemaking facilities, seven tasting rooms and over 1,100 coveted acres of vineyards spanning 32 Estate properties. Established in 1976, when vintners Dan and Margaret Duckhorn founded Napa Valley’s Duckhorn Vineyards, today, our portfolio features some of North America’s most revered wineries, including Duckhorn Vineyards, Decoy, Paraduxx, Goldeneye, Migration, Canvasback, Calera, Kosta Browne, Greenwing and Postmark. Sourcing grapes from our own Estate properties and fine growers in Napa Valley, Sonoma County, Anderson Valley, California’s North and Central coasts, Oregon and Washington State, we offer a curated and comprehensive portfolio of acclaimed luxury wines with price points ranging from $20 to $200 across more than 15 varieties and 39 appellations. Our wines are available throughout the United States, on five continents, and in more than 50 countries around the world. To learn more, visit us at: https://www.duckhornportfolio.com/. Investors can access information on our investor relations website at: https://ir.duckhorn.com.

Contacts

Investor Contact

ICR, Inc.

ir@duckhorn.com

707-302-2635

Media Contact

Jessica Liddell, ICR

DuckhornPR@icrinc.com

203-682-8200

Cover	Sep. 27, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 24, 2023
Entity Registrant Name	The Duckhorn Portfolio, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40240
Entity Tax Identification Number	81-3866305
Entity Address, Address Line One	1201 Dowdell Lane
Entity Address, City or Town	Saint Helena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94574
City Area Code	(707)
Local Phone Number	302-2658
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	NAPA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001835256
Amendment Flag	false