Equity-Based Compensation | Equity-Based Compensation 2016 Equity Incentive Plan The Board of Managers of Mallard Holdco, LLC, the entity which wholly owned The Duckhorn Portfolio, Inc. before the Company's IPO, approved the issuance of profit interest units ("Class M Common Units", "awards" or "units") to certain employees of the Company. The units, issued in accordance with the 2016 Equity Incentive Plan ("2016 Plan"), were considered equity awards for purposes of calculating compensation expense, and equity-classified in the Condensed Consolidated Statements of Financial Position. The units awarded in the first grant vest ratably by 20% on each anniversary of the vesting date, subject to continued service through each vesting date ("Time-Based Units"). The units awarded in the second grant were subject to both a service and a performance condition specific to the investors having achieved specified levels of return on investment ("Performance-Based Units"). Upon consummation of the IPO, several events occurred around the previously awarded 2016 Plan units. The performance and market conditions were considered probable at the time of the IPO and the acceleration clause in the awards was triggered, resulting in an acceleration of the requisite service period from five years to four years. One tranche of awards under the plan was accelerated by the Board of Directors to align the vesting periods of all 2016 Plan awards. Lastly, the Class M Common Units were exchanged, on a value for value basis, for common shares of the Company post-IPO and further by unrestricted or restricted shares, depending on the satisfaction of the respective service period vesting. The changes to these awards were deemed to be Type I modification events under ASC Topic 718. Accordingly, the Company recognized catch-up equity-based compensation expense in the third quarter of Fiscal 2021, including incremental fair value resulting from the modification, as applicable to each award grant, amounting to a cumulative catch-up expense of $8.5 million presented in selling, general and administrative expenses in the third quarter of the current fiscal year. In connection with the adoption of the Company's 2021 Equity Plan, discussed below, the Company will no longer grant additional awards under the 2016 Plan. However, the terms and conditions of the 2016 Plan will continue to govern the previously granted awards, to the extent applicable. Class M Units Activity for the units is shown below: Time-Based Units Weighted-Average Grant-Date Fair Value Unvested as of July 31, 2020 14,640,454 $ 0.16 Granted — — Vested 14,640,454 0.16 Forfeited — — Unvested as of April 30, 2021 — $ — Performance-Based Units Weighted-Average Grant-Date Fair Value Outstanding as of July 31, 2020 7,203,820 $ 0.19 Granted — — Vested 2,881,528 0.19 Forfeited — — Exchanged (4,322,292) 0.19 Outstanding as of April 30, 2021 — $ — The total fair value of Class M Units that vested during the nine months ended April 30, 2021 was $2.9 million. Restricted Shares As discussed above, the unvested Class M Units were exchanged for restricted shares of the Company. A summary of the restricted shares is shown below: Performance-Based Units Weighted-Average Grant-Date Fair Value Unvested as of July 31, 2020 — $ — Granted — — Vested — — Forfeited — — Exchanged 665,389 15.00 Unvested as of April 30, 2021 665,389 $ 15.00 The Company recognized equity compensation expense related to the 2016 Plan in selling, general and administrative expenses due to units vesting over their requisite service periods, excluding the incremental expense related to modification accounting disclosed above, in the aggregate amounts of $0.2 million and $0.8 million for the three months and nine months ended April 30, 2021, respectively, and $0.3 million and $0.9 million for the three months and nine months ended April 30, 2020, respectively. The total unrecognized compensation expense related to the 2016 Plan was $0.7 million as of April 30, 2021, which is expected to be recognized over a weighted-average period of one year. 2021 Equity Incentive Plan The Board of Directors approved the 2021 Equity Incentive Plan ("2021 Plan"), which allows Management to grant various stock and stock-based awards. A total of 14,003,560 shares of the Company's common stock are available for issuance under the 2021 Plan. On March 17, 2021 restricted stock units and stock options were granted to certain employees of the Company as well as certain founders and directors (collectively "grants"). The grants, are considered equity awards for purposes of calculating compensation expense, and are equity-classified in the Condensed Consolidated Statements of Financial Position. The grants awarded vest ratably by 25% on each anniversary of the vesting date, subject to continued service through each vesting date, consistent with the Company's policy related to the 2016 Plan, forfeitures will be recorded as they occur. Stock options granted under the 2021 Plan will expire ten years from the date of the grant. The following assumptions were applied in the Black-Scholes option pricing model to estimate the grant-date fair value of the stock options granted in nine months ended April 30, 2021. Expected term (in years) (a) 6.25 Expected dividend yield (b) — % Risk-free interest rate (c) 1.09 % Expected volatility (d) 25.00 % Stock price $ 15.00 ________________________________________________ (a) Calculated as the midpoint between the weighted-average time to vest and the time to expiration. (b) The Company has not historically paid and does not expect to pay dividends in the foreseeable future. (c) The risk-free rate was estimated from the U.S. Constant Maturity Treasury Yield Curve in effect at the grant date. (d) The expected volatility was estimated based on analysis of the historical and implied volatility of a group of guideline public companies deemed to be comparable public peers within the Company’s industry. Stock Options Stock option activity and activity regarding shares available for grant under the 2021 Plan is shown below: Shares Available for Grant Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Balance as of July 31, 2020 — — $ — — $ — Shares authorized 14,003,560 — — — — Options granted (1,194,224) 1,194,224 15.00 — — Restricted stock units granted (433,705) — — — — Options vested — — — — — Forfeited — — — — — Balance as of April 30, 2021 12,375,631 1,194,224 $ 15.00 9.9 $ 4,431 The Company recognized equity compensation expense related to the 2021 Plan stock options in selling, general, and administrative expense, due to units vesting over their requisite service periods, of $0.1 million for the three months and nine months ended April 30, 2021. The total unrecognized compensation expense related to the 2021 Plan stock options was $4.7 million as of April 30, 2021, which is expected to be recognized over a weighted-average period of 3.9 years. The weighted-average grant-date fair value of options granted for the nine months ended April 30, 2021 was $4.07. No options were vested and exercisable as of April 30, 2021. Restricted Stock Units Restricted stock unit ("RSU") grant activity under the 2021 Plan is shown below: Number of Shares Weighted-Average Grant-Date Fair Value per Share Unvested as of July 31, 2020 — $ — Granted 433,705 15.00 Vested — — Forfeited — — Unvested as of April 30, 2021 433,705 $ 15.00 The Company recognized equity compensation expense related to the 2021 Plan RSUs in selling, general, and administrative expense, due to units vesting over their requisite service periods, of $0.2 million for the three months and nine months ended April 30, 2021. The total unrecognized compensation expense related to the 2021 Plan RSUs was $6.3 million as of April 30, 2021, which is expected to be recognized over a weighted-average period of 3.6 years. Employee Stock Purchase Plan In connection with the IPO, the Company adopted the 2021 Employee Stock Purchase Plan ("ESPP"), through which eligible employees may purchase shares of the Company's common stock at a discount through accumulated payroll deductions. A total of 1,250,509 shares of the Company's common stock are available for issuance and sale to eligible employees under the ESPP. Unless otherwise determined by the Board of Directors, in their sole discretion, each offering period and each purchase period will commence on or around August 1 and February 1, and end approximately six months later on the last business date in January or July, as applicable of each year. The last business date of each offering period will be an exercise date. The timing of an initial offering period has not yet been determined. |