Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2021, the Board of Directors (the "Board") of Duckhorn Portfolio,
Inc. (the "Company") appointed Michelle Gloeckler to the Board. Ms. Gloeckler's
initial term as a director will expire at the Company's 2024 annual meeting of
stockholders. Ms. Gloeckler will serve on the Audit Committee and the Nominating
and Corporate Governance Committee of the Board.
From 2016-2019 Michelle Gloeckler was the Chief Merchant and President
International at Academy Sports + Outdoors. Michelle was an executive at Walmart
from 2009-2016 where she led Health & Wellness, Pharmacy, Consumables, Home and
Grocery categories over her career. In addition, she led the President's Global
Council of Women Leaders and the US Manufacturing commitment for Walmart. Prior
to Walmart, Ms. Gloeckler spent 21 years at The Hershey Company in various sales
and marketing executive roles. Michelle Gloeckler currently serves on the Board
of Directors of BJ's Wholesale Club where she sits on the nominating and
governance committee. She served on Benson Hill Board and audit committee from
2019 - 2021. She is an advisor to Blendid, GO-2 Devices and is a member of the
LSA Dean's Advisory Council at University of Michigan. She was recognized as a
Fortune Most Powerful Woman and has served on various not for profit boards to
include Walton Arts Center, NACDS, Komen of the Ozarks, Network of Executive
Women (National Chair) and United Way. She holds a Bachelor's degree in
Communication and Psychology from the University of Michigan. We believe
Ms. Gloeckler's experience in retail, CPG and her executive leadership qualifies
her to serve on our board of directors.
As a non-employee director, Ms. Gloeckler will receive compensation in respect
of her service to the Company in accordance with the Company's non-employee
director compensation policy and consistent with the compensation paid to the
Company's other non-employee directors who are eligible to receive compensation
under such policy, as the Company previously disclosed in its final prospectus,
as filed with the Securities and Exchange Commission ("SEC") on March 19, 2021.
In addition, as with all directors, the Company entered into an Indemnification
Agreement with Ms. Gloeckler on May 13, 2021, the form of which is filed as
Exhibit 10.3 to the Company's S-1, filed with the SEC on March 3, 2021.
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