Duckhorn Portfolio, Inc. appointed Deirdre Mahlan as new CEO

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.