Andrew Peller Board Navigates Change as Director Westlake Resigns

GRIMSBY, Ontario – February 20, 2026 – Andrew Peller Limited (TSX: ADW.A / ADW.B), one of Canada’s largest wine and spirits producers, announced today the resignation of W. James Westlake from its Board of Directors. The company stated that Mr. Westlake, a distinguished former financial services executive, is stepping down to focus on other commitments.

The departure marks the second significant change to the company’s board in just over a year, following the resignation of former CEO John Peller from the board in February 2025. While the company's recent financial performance has been robust, the transition raises questions about governance continuity and the evolving demands placed on corporate leaders as the vintner navigates a period of strategic expansion.

A Brief but Notable Tenure

W. James Westlake joined the Andrew Peller Limited board in 2024, bringing a wealth of experience from a decorated career in Canadian finance. A retired senior executive from Royal Bank of Canada (RBC), he previously held top leadership roles including Group Head of Canadian Retail, Commercial Banking and Wealth Management. His expertise was a valuable asset, particularly through his service on the board's Audit, Finance and Risk Management Committee, as well as its Pension Committee.

Despite a relatively short tenure of approximately two years, Mr. Westlake's background provided significant oversight capabilities. Beyond his corporate career, he is known for extensive community and public service, having chaired both the Canadian Chamber of Commerce and the Canadian Bankers Association. His commitment to community service, recognized with both the Queen's Golden Jubilee and Diamond Jubilee medals, underscores the "other commitments" cited in the company's announcement. The departure of a director with such a strong financial and governance pedigree is a notable event for any publicly traded company.

Governance and Stability in the Spotlight

With Mr. Westlake’s exit, the Andrew Peller board temporarily shrinks to five members. This follows the departure of John Peller, who stepped down from the board upon his retirement as President and CEO in early 2025 after nearly three decades at the helm. These consecutive changes place a renewed focus on the company's governance structure and succession planning.

Andrew Peller Limited has publicly emphasized its adherence to strong corporate governance principles, including a "Majority Voting Policy for Director Elections," which requires directors to be elected by a majority of votes cast. The current situation will test the board's resilience and its strategy for maintaining an optimal size and mix of expertise. The press release announcing Mr. Westlake's resignation did not specify whether a search for a new director is underway or if the board will operate with a reduced number of members for the foreseeable future. For investors and market watchers, the key question will be how the remaining board members guide the company through its next phase of growth and leadership transition.

Strong Performance Amidst Boardroom Shifts

Paradoxically, the board transition comes at a time of considerable financial strength for Andrew Peller Limited. The company's most recent earnings report for the third quarter of fiscal 2026, released just days before the resignation announcement, painted a positive picture. Revenue climbed 3.3% to $108.8 million, while gross margin improved to 41.8%, up from 40.2% in the prior year. This margin enhancement was credited to successful cost-saving initiatives, particularly in reducing input costs for glass bottles and freight.

Earnings Before Interest, Amortization (EBITA) also saw a healthy 6% increase to $19.7 million. The company has made significant strides in strengthening its balance sheet, reducing its net debt to approximately $164 million and bringing its debt-to-EBITDA ratio to a more comfortable 2.3x. This financial stability is the result of a multi-year effort that saw the company return to profitability in fiscal 2025 after a net loss in the previous year. The positive results were driven by strong sales in Western Canada and its popular Wine Club, though the company acknowledged some market softness in its Ontario retail locations.

The Modern Director's Balancing Act

Mr. Westlake's departure "to focus on other commitments" can be viewed through the wider lens of the increasing demands placed on corporate directors today. In an era of heightened regulatory scrutiny, complex market dynamics, and intense stakeholder engagement, the time and energy required for board service are more significant than ever. For individuals like Mr. Westlake, who maintain extensive involvement in community and philanthropic endeavors—such as his work with the Paralympic Foundation of Canada and Ottawa Ronald McDonald House—balancing these responsibilities with corporate board duties can be a formidable challenge.

This trend is not unique to Andrew Peller Limited. Across the corporate landscape, directors are expected to provide deeper strategic input and more rigorous oversight, extending their commitment far beyond quarterly board meetings. The resignation serves as a reminder of the human element in corporate governance and the personal and professional calculus that experienced leaders must undertake when allocating their time and expertise.

A Vintner's Path Forward

Looking ahead, Andrew Peller Limited is focused on a clear and ambitious growth strategy. The company is poised to capitalize on recent regulatory changes in Ontario that are expanding the retail availability of wine and other alcoholic beverages into new channels like convenience and grocery stores. This market liberalization presents a significant opportunity for its portfolio of well-known brands, which includes Peller Estates, Trius, Wayne Gretzky, and Black Hills Estate Winery.

The company's strategy hinges on pushing further into the higher-margin premium and ultra-premium segments of the market. With over 4,000 new points of sale added recently and a network of 101 owned retail stores, its distribution footprint is a key competitive advantage. The remaining board members and the executive team will now be tasked with executing this strategy without the direct counsel of Mr. Westlake. Their ability to maintain momentum in product innovation, marketing, and market penetration will be critical in demonstrating stability and ensuring that the company continues on its upward trajectory. The search for a new CEO, initiated a year ago, also remains a pivotal part of this ongoing leadership evolution. The coming months will be crucial in shaping the long-term governance and strategic direction of this Canadian beverage giant.