DEF 14A of Duolingo, Inc., Apr 25, 2025

DEF 14A of Duolingo, Inc.

Filed Apr 25, 2025 · FY20240001562088-25-000086

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors

  2. Proposal No. 1: Election of Directors

    | Board Size and Structure Our amended and restated certificate of incorporation, as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board of Directors has fixed the number of directors at ten, and we currently have ten directors serving on the Board. Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III, with the number serving on each class in as equal number as possible. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled only by vote of a majority of the directors then in office, or by a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, retirement, disqualification or removal. Nominees for Director Mr. Gordon, Mr. Lilly, and Mr. Schlosser have been nominated by the Board to stand for election at this Annual Meeting. As the directors assigned to Class I, Mr. Gordon, Mr. Lilly, and Mr. Schlosser’s current terms of service will expire at this Annual Meeting. If elected by the stockholders at the Annual Meeting, Mr. Gordon, Mr. Lilly, and Mr. Schlosser will each serve for a three-year term expiring at our annual meeting of stockholders to be held in 2028 (the “2028 Annual Meeting”) and until the election and qualification of his successor or until his earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. | Current Directors and terms: | | | | | Class I Directors: | | | | •Bing Gordon •John Lilly •Mario Schlosser Current terms expire 2025 Annual Meeting | | | | Class II Directors: | | | | •Amy Bohutinsky •Gillian Munson •Bonnie Ross •Jim Shelton Current terms expire 2026 Annual Meeting | | | | Class III Directors: | | | | •Luis von Ahn •Sara Clemens •Severin Hacker Current terms expire 2027 Annual Meeting |

  3. Proposal No. 1: Election of Directors

    | DUOLINGO 2025 PROXY STATEMENT | 9 |

  4. Information About Board Nominees and Continuing Directors

    Information About Board Nominees and Continuing Directors The following pages contain certain biographical information as of April 25, 2025 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

  5. Information About Board Nominees and Continuing Directors

    | DUOLINGO 2025 PROXY STATEMENT | 10 |

  6. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

  7. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | Class I Directors | Age | Director Since | Current Position at Duolingo | | Bing Gordon | 75 | 2020 | Director | | John Lilly | 54 | 2021 | Director | | Mario Schlosser | 46 | 2024 | Director |

  8. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | | Bing Gordon has served as a member of our Board of Directors since February 2020. Since June 2008, Mr. Gordon has served as a partner at Kleiner Perkins Caufield & Byers, a venture capital firm. From 1998 to 2009, he served as the Executive Vice President and Chief Creative Officer of Electronic Arts, a gaming company he co-founded. Mr. Gordon served on the board of directors of Zynga Inc., a publicly-traded video game developer, from July 2008 until its acquisition by Take Two Interactive Software, Inc, a publicly-traded video game developer. He currently serves on the board of directors of Take Two. Mr. Gordon is a special advisor to the board of directors of Amazon, and was previously a member of its board from 2003 to 2018. Mr. Gordon holds a B.A. in English from Yale and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Gordon is qualified to serve as a member of our Board of Directors due to his extensive corporate governance, business development, strategic planning, and executive compensation experience, together with his senior leadership roles at other technology companies. |

  9. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | | John Lilly has served as a member of our Board of Directors since December 2021. Mr. Lilly is a venture partner at Greylock Partners, a venture capital firm, where he has served since January 2011. Prior to this, Mr. Lilly was with Mozilla Corporation, the organization behind Firefox, the open source Web browser, which he joined in 2005 as Vice President of Business Development. From 2006 to 2008, Mr. Lilly served as Mozilla’s Chief Operating Officer and a member of its Board of Directors, and from 2008 to 2010 served as Chief Executive Officer. Mr. Lilly was the founder, Chief Executive Officer, Chief Technology Officer and Vice President of products for Reactivity, a software company acquired by Cisco Systems in 2007. Previously, he held staff positions at Apple, Sun Microsystems and Trilogy Software. Lilly has been an active participant in open source projects, serving on the boards of the Open Source Applications Foundation and Participatory Culture Foundation. Mr. Lilly earned a B.Sc. and M.Sc. in computer science from Stanford University. We believe Mr. Lilly is qualified to serve as a member of our Board of Directors due to his extensive sales, marketing, business development, strategic planning, and executive compensation experience, together with his senior leadership roles and investment experience at other technology companies. |

  10. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | DUOLINGO 2025 PROXY STATEMENT | 11 |

  11. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | | Mario Schlosser has served as a member of our Board of Directors since July 2024. Mr. Schlosser is the co-founder of Oscar Health, Inc., a healthcare technology company, where he has served as Chief Technology Officer and President of Technology since April 2023. From December 2012 to April 2023, Mr. Schlosser served as Chief Executive Officer of Oscar and led the company from its inception to serving over one million members. Mr. Schlosser has also served as a member of the board of directors of Oscar since December 2012. Prior to his roles at Oscar, Mr. Schlosser co-founded Vostu, Ltd., a social gaming company in Latin America, where he led the company’s analytics and game design practices from August 2006 to November 2012. From August 2007 to March 2010, Mr. Schlosser served as a Senior Investment Associate at Bridgewater Associates. He currently sits on the board of the Fraunhofer Institute for Applied Information Technology, Tech:NYC, and the Guiding Council of One Mind At Work. Previously, he was a visiting researcher in Stanford University's computer science department where he developed algorithms for information dissemination in dynamic networks. He is the author of 10 computer science publications, including a seminal paper on computing trust in randomized networks. Mr. Schlosser holds a degree in computer science with highest distinction from the University of Hannover in Germany and an MBA from Harvard Business School. We believe Mr. Schlosser is qualified to serve as a member of our Board of Directors due to his extensive experience in corporate governance, financial literacy, information services and technology, cyber security and data privacy, business development and strategic planning, together with his senior leadership roles and background in investing in and fostering the growth of other technology companies. |

  12. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

  13. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    | Class II Directors | Age | Director Since | Current Position at Duolingo | | Amy Bohutinsky | 50 | 2020 | Director | | Gillian Munson | 54 | 2019 | Director | | Bonnie Ross | 58 | 2024 | Director | | Jim Shelton | 57 | 2020 | Director |

  14. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    | DUOLINGO 2025 PROXY STATEMENT | 12 |

  15. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    | | Amy Bohutinsky has served as a member of our Board of Directors since June 2020. From 2005 to 2019, she held various leadership roles at Zillow Group, Inc., a publicly-traded online real estate marketplace company, including most recently as the Chief Operating Officer, from August 2015 to 2019, and as the Chief Marketing Officer, from March 2011 to August 2015. From 2001 to 2005, Ms. Bohutinsky served in various leadership positions at Hotwire, Inc., an online travel company, including Director of Corporate Communications. Ms. Bohutinsky has consulted as a venture partner at TCV, a private equity and venture capital firm, since 2019. Ms. Bohutinsky has served on the board of directors of Zillow Group since October 2018. Previously, she served on the board of directors of Gap, Inc., a publicly-traded clothing retailer, from 2018 to 2020. She also previously served on the boards of directors of HotelTonight, LLC, a privately held mobile-based hotel booking service (acquired by Airbnb, Inc. in 2019) and Avvo, Inc., a privately held online legal marketplace (acquired by Internet Brands in 2018). Ms. Bohutinsky holds a B.A. in Journalism and Mass Communications from Washington & Lee University. We believe Ms. Bohutinsky is qualified to serve as a member of our Board of Directors due to her considerable corporate governance, legal, regulatory, public policy and marketing experience, together with her experience in senior leadership roles at other consumer-facing technology companies. |

  16. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    | | Gillian Munson has served as a member of our Board of Directors since September 2019. Ms. Munson has served as the Chief Financial Officer (CFO) of Vimeo since April 2022. She was the CFO of Iora Health, Inc., a healthcare company, from January 2021 until the company’s sale in September 2021, subsequently acting as Special Advisor to the CFO of the acquiring company, One Medical. Ms. Munson was a Venture Partner at Union Square Ventures from April 2019 to July 2021 and served as CFO of XO Group Inc., the parent company of The Knot Inc., a media and technology company from 2013 to 2019. Ms. Munson’s previous positions include Managing Director at Allen & Company LLC, Vice President, Business Development at Symbol Technologies, LLC, and both Executive Director and Senior Equity Analyst at Morgan Stanley. Ms. Munson has served on the board of directors of Phreesia, Inc., a publicly-traded software company, since May 2019, and previously served on the board of directors of Monster Worldwide, Inc. from 2015 to 2016. Ms. Munson holds a B.A. in Political Science and Economics from the Colorado College in Colorado Springs. We believe Ms. Munson is qualified to serve as a member of our Board of Directors due to her significant corporate governance, financial literacy, business development, risk management and strategic planning experience, together with her experience in senior leadership roles at consumer-facing companies, and her background in investment, banking and equity research. |

  17. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    | DUOLINGO 2025 PROXY STATEMENT | 13 |

  18. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    | | Bonnie Ross has served as a member of our Board of Directors since December 2024. Ms. Ross has over 30 years of experience in the gaming industry. From August 2014 to September 2022, Ms. Ross served as Corporate Vice President at Microsoft Corporation and Head of the Halo franchise. In 2019, Ms. Ross was inducted into the Academy of Interactive Arts & Sciences Hall of Fame for her contributions to gaming and her advocacy for diversity and STEM education. She co-founded the Women in Gaming community and is actively involved in promoting further inclusion in technology. Ms. Ross serves on the Dean’s Leadership Council for the College of Natural Sciences at Colorado State University. Ms. Ross holds a B.A. in Technical and Scientific Communication from Colorado State University. We believe Ms. Ross is qualified to serve as a member of our Board of Directors due to her extensive experience in creative leadership roles at a public company, together with her experience in sales, marketing, business development, strategic planning, risk management, including her strategic planning experience at another consumer-facing technology company. |

  19. Class II Directors Whose Term Expire at the 2026 Annual Meeting of Stockholders

    | | Jim Shelton has served as a member of our Board of Directors since October 2020. Mr. Shelton has served as the Chief Investment and Impact Officer at the Blue Meridian Partners, a nonprofit funding collaborative, since January 2020, and a Partner of Amandla Enterprises, an impact investment and advisory firm, since July 2018. From July 2016 to July 2018, he served as the President of Education for the Chan Zuckerberg Initiative. From June 2015 to July 2016, Mr. Shelton previously served as the President and Chief Impact Officer of 2U, Inc., an educational technology company. From 2009 to 2015, he held various roles at the US Department of Education, most recently as Deputy Secretary and Chief Operating Officer. Mr. Shelton holds a B.A. in Computer Science from Morehouse College and an M.S. in Education and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Shelton is qualified to serve as a member of our Board of Directors due to his considerable corporate governance, legal, regulatory, public policy, and strategic planning experience, together with his senior leadership roles at public companies and in the government, as well as his depth of experience in the education sector. |

  20. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

  21. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    | Class III Directors | Age | Director Since | Current Position with Duolingo | | Luis von Ahn, Ph.D. | 46 | 2011 | President, Chief Executive Officer, Co-Founder, and Chairman of the Board | | Sara Clemens | 53 | 2021 | Director | | Severin Hacker, Ph.D. | 40 | 2011 | Chief Technology Officer, Co-Founder and Director |

  22. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    | DUOLINGO 2025 PROXY STATEMENT | 14 |

  23. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    | | Luis von Ahn, Ph.D. has served as a member of our Board of Directors and as our Chief Executive Officer since August 2011, when he co-founded Duolingo with Dr. Hacker. Prior to founding Duolingo, he served as the Chief Executive Officer of reCAPTCHA, Inc., a fraud detection technology company, from 2007 until its acquisition by Google in 2009. Dr. von Ahn has served on the board of directors of Root, Inc., a publicly-traded technology company focusing on personal insurance, from October 2020 to October 2022. Dr. von Ahn holds a B.S. in Mathematics from Duke University and a Ph.D. in Computer Science from Carnegie Mellon University. We believe Dr. von Ahn is qualified to serve as a member of our Board of Directors because of his perspective and experience building and leading our business as co-founder and Chief Executive Officer. |

  24. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    | | Sara Clemens has served as a member of our Board of Directors since June 2020. Ms. Clemens served as the Chief Operating Officer at Twitch from January 2018 to February 2022. From 2014 to 2017, she served as the Chief Operating Officer at Pandora Media and, from 2012 to 2013, she served as the Vice President of Corporate Development at LinkedIn. Ms. Clemens is currently a Senior Advisor to Blackstone Growth, and serves on the board of directors of Khosla Ventures Acquisition Co. III and Karat. Ms. Clemens holds a B.A. in English and an M.A. (Hons) from the University of Canterbury, New Zealand. We believe Ms. Clemens’s is qualified to serve as a member of our Board of Directors due to her extensive international business, information services and technology, financial literacy, legal and regulatory compliance, executive compensation, business development and risk management experience, together with her senior leadership roles at other technology companies. |

  25. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    | | Severin Hacker, Ph.D. has served as a member of our Board of Directors and as our Chief Technology Officer since August 2011, when he co-founded Duolingo with Dr. von Ahn. Dr. Hacker holds a B.S. in Computer Science from Eidgenossische Technische Hochschule Zurich, Switzerland and a Ph.D. in Computer Science from Carnegie Mellon University. We believe Dr. Hacker is qualified to serve as a member of our Board of Directors because of his perspective and experience building and leading our business as co-founder and Chief Technology Officer. |

  26. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    The Board of Directors unanimously recommends a vote FOR the election of each of Bing Gordon, John Lilly and Mario Schlosser as a Class I director to hold office until the 2028 Annual Meeting and until his successor has been duly elected and qualified.

  27. Class III Directors Whose Term Expire at the 2027 Annual Meeting of Stockholders

    | DUOLINGO 2025 PROXY STATEMENT | 15 |

  28. Compensation Highlights

    •Variable, “at risk” emphasis in pay mix. The vast majority of our named executive officers’ total direct compensation is awarded as equity in the form of restricted stock units (“RSUs”) – 81% on average for 2024 (excluding the CEO), calculated based on the target dollar value of the RSUs.3 Consistent with prior years, our CEO received only salary in 2024. See “Special Multi-Year Performance-Based Founder Awards” for information regarding our CEO’s previously granted equity compensation. •Ensuring compensation motivates and retains executives. We provide competitive base salaries to meet our retention objectives and meaningful equity opportunities to align pay opportunities with achievement of our financial, strategic and operational goals. Upon review of the compensation packages for our Chief Financial Officer, Chief Engineering Officer, Chief Business Officer and our General Counsel as compared to peers, the Compensation Committee determined that their contributions and leadership warranted increases to their base salaries during 2024. Our CEO’s salary remained flat year over year, and has not increased since 2021. 3 Target dollar value differs from grant date fair value disclosed in our Summary Compensation Table. To control for possible volatility in our stock price on any given day, the number of shares underlying RSU awards is determined based on the average closing price of Class A common stock over the fifteen trading day period immediately prior to the date of grant. The target values approved by the Compensation Committee differ from the amounts reported in the executive compensation tables following this Compensation Discussion and Analysis, as the tables are calculated using our stock price on the date of grant (May 15, 2024) in accordance with accounting principles and SEC rules.

  29. Compensation Philosophy and Objectives

    •Base salary. We provide a competitive base salary as part of our compensation program to attract, engage and retain Duos. We aim for internal equity among Duos in the same or similar roles and with similar performance and tenure, and conduct robust quantitative reviews to ensure that we achieve this goal. •Equity. Our equity awards are granted in the form of RSUs for all Duos except our co-founders, and serve as a long-term retention tool, encouraging Duos to remain with our company and build Duolingo’s value over time. We create and use market-based ranges by level and role for both base salary and equity grants. At present we do not provide any variable cash compensation, as we believe equity is a more appropriate vehicle to reward Duos for the success they help create, in a way that aligns their compensation outcomes with our stockholders’ interests. The Compensation Committee evaluates our compensation philosophy and objectives on at least an annual basis to ensure our program continues to appropriately encourage, motivate and reward our NEOs.

  30. Role of the Compensation Consultant

    Role of the Compensation Consultant In carrying out its responsibilities, the Compensation Committee has the authority to retain, and has retained, Compensia, Inc., a nationally recognized compensation consulting firm, to serve as its independent compensation consultant, supporting the Compensation Committee in its review and oversight of our executive compensation programs. The Compensation Committee has assessed, and periodically confirms, the necessary criteria and has determined that the engagement of Compensia does not raise any conflicts of interest or other similar concerns. Compensia reports directly to our Compensation Committee and does not provide any non-compensation related services to the Company. Compensia does not make specific compensation-related recommendations, although it does use competitive market data to provide compensation ranges, taking into consideration our compensation peer group and compensation philosophy, for our Compensation Committee to consider. Compensia attends certain Compensation Committee meetings, executive sessions, and preparatory meetings with the committee chair and certain members of our management team, as requested by our Compensation Committee. Compensia also advises our Compensation Committee on public disclosures relating to our executive compensation programs.

  31. Use of Market Data

    Use of Market Data The Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies for purposes of assessing the competitive market positioning of our executive compensation program. This peer group includes technology companies that are similar to us in terms of industry, revenue and market capitalization, and is reviewed at least annually with our compensation consultant to account for any year-over-year changes to both our business and the businesses of our peer companies. In developing the compensation peer group, we consider several criteria to identify comparable U.S.-based publicly-traded peer companies, including our industry sector, the size of such companies relative to our size and growth rate (generally companies with annual revenues between .5x and 2.5x of our current revenue and market capitalizations between .25x and 4x our then-current market capitalization), business model and the date such companies’ securities became publicly traded. In March 2024, the Compensation Committee, in consultation with Compensia, conducted a detailed review of the current peer group constituents to ensure continued alignment with our business direction and financial profile. Based on the review, and desire to focus on consumer and subscription-model software companies, the Committee approved replacing six enterprise software companies with companies more comparable in financial profile, customer base, business model and/or potential talent competitors. The 2024 peer group includes the following companies.

  32. Use of Market Data

    | DUOLINGO 2025 PROXY STATEMENT | 37 |

  33. Use of Market Data

    | 2024 Peer Group | | | | | AppFolio, Inc. | Chegg, Inc. | Instructure Holdings, Inc. | Sprout Social, Inc. | | Bill.com Holdings, Inc. | Coursera, Inc. | nCino, Inc. | Udemy, Inc. | | Box, Inc. | DoubleVerify Holdings* | PagerDuty, Inc. | Workiva, Inc. | | Braze, Inc.* | Freshworks, Inc.* | PowerSchool Holdings, Inc. | Zuora, Inc. | | Bumble, Inc. | GitLab, Inc.* | | |

  34. Use of Market Data

    *New companies added for 2024 were Braze, DoubleVerify, Freshworks and Gitlab. The companies removed from the 2023 peer group were Cvent Holding, which was acquired and Eventbrite, Expensify, Kaltura, LivePerson and Yext, which fell outside of our selection criteria.

  35. 2024 Compensation Elements & Decisions

    | Element | Structure | Objective | | Base Salary | Cash | To attract and retain Duos by providing a market-competitive fixed level of compensation | | Long-Term Incentives | Equity awards in the form of PSUs for our co-founders, including our CEO, or RSUs for all other NEOs | To engage Duos in building long-term value, in alignment with our stockholders’ interests, and to promote retention |

  36. 2024 Compensation Elements & Decisions

    For all NEOs except our CEO, equity is delivered in the form of annual RSU awards, that comprise the vast majority of each NEO’s pay opportunity. In connection with the IPO of our Class A common stock in 2021, our CEO and Chief Technology Officer each received performance-based RSUs (PSUs) with a 10-year term that vest upon attainment of specified stock price hurdles, detailed under “Special Multi-Year Performance-Based Founder Awards” below. Our Board of Directors and the Compensation Committee intend for the PSUs to be the exclusive equity award that our CEO will receive through the tenth anniversary of the date of grant.

  37. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our equity awards, granted in the form of RSUs for all NEOs except our CEO, serve as a long-term retention tool, encouraging executives to remain with and build Duolingo’s value over the long term. The vast majority of NEOs’ target total direct compensation is delivered in long-term equity incentives. We use time-based RSUs that typically vest over four years to retain, engage and motivate NEOs to achieve corporate objectives and sustained value creation over an extended period of time. We believe this straightforward approach to equity compensation aligns our NEOs’ interests with those of our stockholders, as the value of these RSUs are variable and directly tied to our stock. Further, we continue to believe time-based vesting appropriately incentivizes NEOs to generate long-term value for our stockholders and avoids focus on only a single or handful of metrics to the potential detriment of furthering overall corporate growth and progress. While the Committee believes this structure is most appropriate at our current stage, as part of its ongoing review of our compensation programs it will continue to consider the appropriateness of our incentive structure as we mature. We create and reference market-based equity ranges by role, with the intention that individual RSU grant values reflect the value we place on each NEO’s contribution to our success. In determining the aggregate number of shares underlying our equity awards, the Compensation Committee also considers the dilutive effect of our equity incentive compensation practices and the overall impact that equity awards will have on stockholder value. RSUs are typically awarded on an annual basis in the second quarter of each year. However, there may be occasions where awards are granted outside of our annual process, such as for new hires, out of cycle promotions, or to award outsized performance. RSUs typically vest in equal quarterly installments over a four-year period. Each unit represents a contingent right to receive one share of our Class A common stock upon vesting. In May 2024, after taking into consideration the recommendations of our CEO (for all NEOs other than himself) the Compensation Committee approved RSU awards for all Duos, including our NEOs other than our CEO, in recognition of our 2023 financial results and each NEO’s scope of responsibility, individual performance and expected go-forward contributions. In determining the target dollar amount of each NEO’s award, the Compensation Committee also considered the value of each NEO’s existing equity holdings, including the current economic value and vesting schedules of any unvested equity awards, and the ability of those unvested holdings to satisfy our reward and retention objectives. The RSU awards granted to our NEOs in 2024 were as follows:

  38. Long-Term Equity Incentive Awards

    | Name | Position | Target $ Value (1) | # of RSUs (1) | | Luis von Ahn | Chief Executive Officer, Co-Founder & Board Chairman | $— | — | | Matthew Skaruppa | Chief Financial Officer | $6,000,000 | 27,353 | | Natalie Glance | Chief Engineering Officer | $4,000,000 | 18,235 | | Robert Meese | Chief Business Officer | $1,800,000 | 8,206 | | Stephen Chen | General Counsel | $2,000,000 | 9,117 |

  39. Long-Term Equity Incentive Awards

    (1) Target dollar value differs from grant date fair value disclosed in our Summary Compensation Table. To control for possible volatility in our stock price on any given day, the number of shares underlying RSU awards is determined based on the average closing price of Class A common stock over the fifteen trading day period immediately prior to the date of grant. The target values approved by the Compensation Committee differ from the amounts reported in the executive compensation tables following this Compensation Discussion and Analysis, as the tables are calculated using our stock price on the date of grant (May 15, 2024) in accordance with accounting principles and SEC rules.

  40. Long-Term Equity Incentive Awards

    | DUOLINGO 2025 PROXY STATEMENT | 39 |

  41. Special Multi-Year Performance-Based Founder Awards

    Special Multi-Year Performance-Based Founder Awards In connection with the IPO of our Class A common stock, our Board of Directors worked closely with Compensia to design a one-time equity incentive for our CEO and our CTO, each of whom is a co-founder of our company. The award was designed to significantly align their compensation with the long-term interests of our stockholders by requiring the achievement of sustained stock price targets. In designing the equity incentive for Drs. von Ahn and Hacker, our Board of Directors considered Dr. von Ahn’s and Dr. Hacker’s significant stockholdings, long-term leadership and the comparatively modest level of cash compensation they have received from us. The equity incentive is comprised of 1,200,000 and 600,000 PSUs granted to Dr. von Ahn and Dr. Hacker, respectively. The PSUs vest upon the satisfaction of both a four-year service-based condition and a performance-based condition, and generally are settled following a one-year post-vesting holding requirement. The size of the awards was determined after consideration of similar equity awards to founders of privately held and publicly traded technology companies that are serving in executive positions, and represents less than one percent of the growth in stockholder value investors will have experienced upon achievement of each price hurdle. The number of PSUs for which the performance-based condition may be satisfied is heavily weighted towards the higher stock price hurdles that require substantial, sustained stock price appreciation to be achieved, as illustrated in the table below. Our Board of Directors believes that the service-based condition in combination with challenging stock price hurdles results in a PSU award structure that effectively achieves its goals of providing meaningful retentive value and incentive to achieve long-term growth while aligning our founders’ incentives with stockholders’ interests. The service-based condition is satisfied as to 25% of the entirety of the PSUs on each anniversary of the IPO on July 27, 2021, subject to Luis von Ahn and Severin Hacker continuing to serve as our CEO and CTO, respectively, through the applicable date. The performance-based condition will be satisfied in the event Luis von Ahn and Severin Hacker continue to serve as our CEO and CTO, respectively, through the date the 60-day trailing volume weighted average closing price of our Class A common stock reaches certain stock price hurdles, which are set at multiples of the price to the public for our IPO ($102/share), over a period of ten years, as set forth in the table below.

  42. Special Multi-Year Performance-Based Founder Awards

    | Tranche | Stock Price Hurdle | Number of PSUs for Dr. von Ahn | Number of PSUs for Dr. Hacker | | 1 (1) | $127.50 | 60,000 | 30,000 | | 2 (1) | $153.00 | 60,000 | 30,000 | | 3 (2) | $178.50 | 60,000 | 30,000 | | 4 (3) | $204.00 | 120,000 | 60,000 | | 5 (4) | $255.00 | 120,000 | 60,000 | | 6 (5) | $306.00 | 120,000 | 60,000 | | 7 | $357.00 | 120,000 | 60,000 | | 8 | $408.00 | 120,000 | 60,000 | | 9 | $612.00 | 180,000 | 90,000 | | 10 | $816.00 | 240,000 | 120,000 |

  43. (5) Stock price hurdle for the tranche was achieved on November 26, 2024; shares subject to one-year holding requirement

    (5) Stock price hurdle for the tranche was achieved on November 26, 2024; shares subject to one-year holding requirement Each stock price hurdle will be equitably adjusted to reflect any stock splits, stock dividends or other restructurings impacting our Class A common stock. Any PSUs that have not satisfied the performance-based condition as of the tenth anniversary of the grant date will be forfeited. Our Board of Directors intends for the PSUs to be the exclusive equity award that our CEO and CTO will receive through the tenth anniversary of the date of grant. In the event that Dr. von Ahn or Dr. Hacker ceases to serve as our CEO or CTO, respectively, as a result of death or disability, the service-based condition will be deemed satisfied, any vested PSUs will generally be settled, any unvested PSUs will remain outstanding and eligible to vest based on achievement of the stock price hurdles set forth above for two years, and any PSUs for which the stock price hurdle has not been met at that time will be forfeited. Unless mutually agreed otherwise, in the event Dr. von Ahn or Dr. Hacker ceases to serve as our CEO or CTO, respectively, for any reason other than death or disability, any vested PSUs will generally be settled and any unvested PSUs will be forfeited. Further, if such cessation of service is effected by us for cause, or Dr. von Ahn or Dr. Hacker engages in fraud or material misconduct, vested PSUs which have not yet been settled may be clawed back to the extent determined appropriate by our Board of Directors.

  44. Employment Arrangements

    Employment Arrangements We entered into offer letters with each of our NEOs when they joined us. Each offer letter provides for “at will” employment (meaning either we or the NEO may terminate the employment relationship at any time with or without cause and with or without notice), sets forth the initial title, base salary, and equity award for the executive and summarizes the other terms and conditions applicable to the executive’s employment with us. Additionally, each of our NEOs has entered into a change in control and severance agreement with us, as described below, and a standard proprietary information and invention assignment agreement with us.

  45. Change in Control and Severance Benefits

    Change in Control and Severance Benefits We have entered into change in control and severance agreements with each of our NEOs. These agreements provide for severance benefits in connection with certain qualifying terminations. We believe that providing post-employment compensation arrangements is necessary to achieve our recruitment and retention goals, and to facilitate smooth transitions from Duolingo when and if appropriate. We have designed our arrangements to provide reasonable continued salary and healthcare coverage in the event of terminations without cause or resignations for good reason. In addition, we aim to align NEOs’ interests with our stockholders in the event of a change in control of the company by providing “double-trigger” arrangements that encourage executives to focus on corporate transactions that are in our best interests, regardless of whether those transactions may result in their own job loss. We also condition all severance payments upon receipt of a general release of claims to mitigate potential future disputes or litigation arising from an executive’s departure. For a full description of the terms of these agreements, as well as an estimate of the potential payments payable under these agreements, see “Potential Payments upon Termination or Change in Control” below.

  46. Practices Related to the Timing of Grants of Certain Equity Awards

    Practices Related to the Timing of Grants of Certain Equity Awards Our general practice is to not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee uses its business judgment to determine the amount of an equity award and would consider any material nonpublic information that is known to the Compensation Committee before granting an equity award. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule, though it has, from time to time, made grants at other times (for example, in connection with hiring and promotions). We have not granted stock options to our NEOs since 2021.

  47. Accounting Considerations

    Accounting Considerations We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards made to employees and directors, including stock options and RSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

  48. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during the fiscal years presented.

  49. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Luis von Ahn Chief Executive Officer | 2024 | 750,000 | — | — | 17,250 | 767,250 | | | 2023 | 750,000 | — | — | 16,500 | 766,500 | | | 2022 | 750,000 | — | — | 15,250 | 765,250 | | Matthew Skaruppa Chief Financial Officer | 2024 | 713,333 | — | 4,849,687 | 17,250 | 5,580,270 | | | 2023 | 673,333 | — | 3,183,753 | 16,500 | 3,873,586 | | | 2022 | 629,167 | — | 3,178,486 | 15,250 | 3,822,903 | | Natalie Glance Chief Engineering Officer | 2024 | 713,333 | — | 3,233,066 | 17,250 | 3,963,649 | | | 2023 | 673,333 | — | 3,183,753 | 17,000 | 3,874,086 | | | 2022 | 602,917 | 5,000 | 3,178,486 | 15,250 | 3,801,653 | | Robert Meese Chief Business Officer | 2024 | 533,333 | — | 1,454,924 | 17,250 | 2,005,507 | | | 2023 | 497,500 | — | 1,910,252 | 17,750 | 2,425,502 | | | 2022 | 480,000 | 1,250 | 2,444,976 | 15,250 | 2,941,476 | | Stephen Chen General Counsel | 2024 | 553,333 | — | 1,616,444 | 17,250 | 2,187,028 | | | 2023 | 513,333 | — | 1,591,876 | 16,500 | 2,121,709 | | | 2022 | 448,125 | 4,200 | 1,711,465 | 15,250 | 2,179,040 |

  50. 2024 Summary Compensation Table

    ___________________ (1)Amounts in this column represent the aggregate grant date fair value, as calculated in accordance with ASC Topic 718, of RSUs granted to our NEOs based on the closing trading price of Duolingo’s stock on the date of grant. (2)Amounts reported for 2024 represent $17,250 in matching contributions under our 401(k) plan.

  51. Outstanding Equity Awards at 2024 Year End

    Outstanding Equity Awards at 2024 Year End The following tables list all outstanding equity awards held by our NEOs as of December 31, 2024.

  52. Outstanding Equity Awards at 2024 Year End

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Yet Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Luis von Ahn | 1/1/2019 (2) | 32,000 | — | 7.48 | 2/14/2029 | — | — | — | — | | | 1/1/2020 (2) | 51,000 | — | 14.42 | 12/12/2029 | — | — | — | — | | | 1/1/2021 (2) | 175,000 | — | 38.08 | 12/2/2030 | — | — | — | — | | | 7/30/2021 (3) | — | — | — | — | — | — | 660,000 | 213,991,800 | | Matthew Skaruppa | 2/24/2020 (2) | 6,378 | — | 14.42 | 3/10/2030 | — | — | — | — | | | 4/7/2021 (4) | — | — | — | — | 3,125 | 1,013,219 | — | — | | | 5/13/2022 (4) | — | — | — | — | 13,278 | 4,305,126 | — | — | | | 5/15/2023 (4) | — | — | — | — | 13,907 | 4,509,067 | — | — | | | 5/15/2024 (4) | — | — | — | — | 23,934 | 7,760,121 | — | — | | Natalie Glance | 2/27/2015 (2) | 15,502 | — | 2.23 | 2/27/2025 | — | — | — | — | | | 2/22/2017 (2) | 21,334 | — | 5.00 | 4/7/2027 | — | — | — | — | | | 2/27/2018 (2) | 17,418 | — | 7.11 | 4/20/2028 | — | — | — | — | | | 6/27/2019 (2) | 4,919 | — | 7.48 | 6/27/2029 | — | — | — | — | | | 9/25/2019 (2) | 5,249 | — | 8.15 | 9/25/2029 | — | — | — | — | | | 2/27/2020 (5) | 14,379 | — | 14.42 | 3/10/2030 | — | — | — | — | | | 3/9/2020 (2) | 10,000 | — | 14.42 | 3/10/2030 | — | — | — | — | | | 5/12/2021 (4) | — | — | — | — | 3,125 | 1,013,219 | — | — | | | 5/13/2022 (4) | — | — | — | — | 13,278 | 4,305,126 | — | — | | | 5/15/2023 (4) | — | — | — | — | 13,907 | 4,509,067 | — | — | | | 5/15/2024 (4) | — | — | — | — | 15,956 | 5,173,414 | — | — | | Robert Meese | 9/25/2019 (2) | 9,375 | — | 8.15 | 9/25/2029 | — | — | — | — | | | 3/10/2020 (2) | 5,625 | — | 14.42 | 3/10/2030 | — | — | — | — | | | 9/23/2020 (2) | 20,000 | — | 22.91 | 9/23/2030 | — | — | — | — | | | 5/12/2021 (4) | — | — | — | — | 1,329 | 430,902 | — | — | | | 5/13/2022 (4) | — | — | — | — | 9,193 | 2,980,646 | — | — |

  53. Outstanding Equity Awards at 2024 Year End

    | DUOLINGO 2025 PROXY STATEMENT | 47 |

  54. Outstanding Equity Awards at 2024 Year End

    | | 5/15/2023 (4) | — | — | — | — | 8,344 | 2,705,375 | — | — | | | 5/15/2024 (4) | — | — | — | — | 7,181 | 2,328,296 | — | — | | Stephen Chen | 3/2/2020 (2) | 5,537 | — | 14.42 | 3/10/2030 | — | — | — | — | | | 4/7/2021 (4) | — | — | — | — | 536 | 173,787 | — | — | | | 5/13/2022 (4) | — | — | — | — | 7,150 | 2,318,245 | — | — | | | 5/15/2023 (4) | — | — | — | — | 6,954 | 2,254,695 | — | — | | | 5/15/2024 (4) | — | — | — | — | 7,978 | 2,586,707 | — | — |

  55. Outstanding Equity Awards at 2024 Year End

    (1)Amounts are calculated by multiplying the number of RSUs or PSUs shown in the table by $324.23, the closing price of our Class A common stock as of December 31, 2024, the last trading day in 2024. (2)The options are fully vested and exercisable. (3)Represents the multi-year PSU awards described above under “Special Multi-Year Performance-Based Founder Awards.” The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition and generally are settled one year after vesting. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the vesting commencement date, subject to Dr. von Ahn continuing to serve as our Chief Executive Officer through the applicable date. The performance-based condition is satisfied in ten tranches based on the achievement of ten stock price hurdles measured based on a trailing 60 day average closing trading price for our Class A common stock basis during a ten-year performance period and service-based vesting. As of December 31, 2024, performance and service-based vesting for the first six tranches of the stock price hurdles had been achieved, and the shares subject to tranches five and six are reported below in both the “Option Exercises and Stock Vested” table and the “Nonqualified Deferred Compensation for Fiscal Year 2024.”. For additional details on the vesting of the awards, see “Special Multi-Year Performance-Based Founder Awards” above. (4)The RSUs vest in substantially equal quarterly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. Additionally, if within the period commencing three months prior to and ending twelve months immediately following a change in control, the NEO’s service is terminated by us without cause or by them for good reason, then 100% of the RSUs will vest, subject to the delivery of a release of claims in favor of us.

  56. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the stock options that were exercised and the RSUs that vested during 2024.

  57. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) (2) | | Luis von Ahn | 267,000 | 78,797,315 | 240,000 | 76,758,000 (3) | | Matthew Skaruppa | 141,535 | 30,414,271 | 24,083 | 5,393,570 | | Natalie Glance | 22,394 | 3,962,608 | 22,943 | 5,103,064 | | Robert Meese | — | — | 13,828 | 3,038,717 | | Stephen Chen | 37,797 | 7,770,263 | 9,758 | 2,176,451 |

  58. Option Exercises and Stock Vested

    __________________ (1)Represents the difference between the closing trading price of our Class A common stock on the date of exercise and the exercise price of the option. (2)Reflects the product of the number of RSUs vesting multiplied by the closing trading price of our Class A common stock on the vesting date. (3)Represents the portion of PSUs that were earned and vested on October 18, 2024 and November 26, 2024. The PSUs will be settled by the issuance of shares to Dr. von Ahn subject to the one-year holding requirement.

  59. Nonqualified Deferred Compensation for Fiscal Year 2024

    Nonqualified Deferred Compensation for Fiscal Year 2024

  60. Nonqualified Deferred Compensation for Fiscal Year 2024

    | DUOLINGO 2025 PROXY STATEMENT | 48 |

  61. Nonqualified Deferred Compensation for Fiscal Year 2024

    The following table provides information concerning the portions of the PSUs that were earned and vested but are subject to deferral for one year after vesting. The PSUs were previously reported as compensation for 2021 based on their fair value as of the grant date in the Summary Compensation Table and have also been reported in the Option Exercises and Stock Vested table for 2024 based on the closing trading price of our Class A common stock on the date of vesting. We do not maintain any other deferred compensation arrangements.

  62. Nonqualified Deferred Compensation for Fiscal Year 2024

    | Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) (1) | Aggregate Earnings in 2024 ($) (2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance in 2024 ($) (3) | | Luis von Ahn Vested but Unsettled RSUs | — | 76,758,000 | 1,057,200 | — | 77,815,200 |

  63. Nonqualified Deferred Compensation for Fiscal Year 2024

    (1) Amount is also captured in the “Value Realized Upon Vesting” reflected in the Option Exercises and Stock Vested table above. Represents the value of the Class A common stock underlying the 120,000 PSUs that vested on October 18, 2024, multiplied by $286.12, the closing trading price per share of our Class A common stock on the vesting date and 120,000 PSUs that vested on November 26, 2024, multiplied by$353.53, the closing trading price per share of our Class A common stock on the vesting date. (2) Represents the change in value of shares of our Class A common stock subject to the vested PSUs based on the change in the closing trading price per share from the vesting dates to December 31, 2024. (3) Represents the value of vested PSUs for which settlement has been deferred based on $324.23, the closing trading price per share of our Class A common stock on December 31, 2024.

  64. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under the change in control and severance agreements we have entered into with our NEOs, each NEO is eligible for the following severance benefits in connection with certain qualifying terminations in exchange for a general release of claims against us. •In the event of an NEO’s termination of employment without cause or resignation for good reason not connected to a change in control: ◦Our CEO is entitled to (i) a single lump sum payment equal to his annual base salary and (ii) continued healthcare coverage paid or reimbursed by us for 12 months. ◦Other NEOs are entitled to (i) a single lump sum payment equal to six months of base salary and (ii) continued healthcare coverage paid or reimbursed by us for six months. •In the event of an NEO’s termination of employment without cause or resignation for good reason within a three-month period prior to, or twelve-month period following a change in control: ◦Our CEO is entitled to (i) payment of an amount equal to 1.5 times his then-current annual base salary, payable in a single lump sum, (ii) payment of a pro-rated annual bonus, if any, assuming target performance and paid in a single lump sum, (iii) continued healthcare coverage paid or reimbursed by us for up to 18 months, and (iv) accelerated vesting of all outstanding equity awards subject to time-based vesting provisions. ◦Other NEOs are entitled to (i) payment of an amount equal to their then-current annual base salary, payable in a single lump sum, (ii) payment of a pro-rated annual bonus, if any, assuming target performance and paid in a single lump sum, (iii) continued healthcare coverage paid or reimbursed by us for up to 12 months, and (iv) accelerated vesting of all outstanding equity awards subject to time-based vesting provisions. In addition, under the PSU agreement entered into between us and our CEO:

  65. Potential Payments Upon Termination or Change in Control

    | DUOLINGO 2025 PROXY STATEMENT | 49 |

  66. Potential Payments Upon Termination or Change in Control

    •In the event of our CEO’s termination of employment due to death or disability, (i) the service-based condition applicable to his PSUs will be deemed satisfied, (ii) any vested PSUs will generally be settled and (iii) any unvested PSUs will remain outstanding and eligible to vest based on achievement of the stock price hurdles set forth above for two years (after which any unvested PSUs will be forfeited). •In the event of our CEO’s termination of employment for any other reason, generally, any vested PSUs will be settled and any unvested PSUs forfeited. •In the event of a change in control, the service-based condition applicable to the PSUs will be deemed satisfied, achievement of stock price hurdles for purposes of the PSUs will be measured based on the price per share to be received by stockholders in connection with the change in control, and any PSUs for which the stock price hurdle has not been met will be forfeited. To the extent the price per share received by the stockholders in connection with the change in control falls between two stock price hurdles, the number of PSUs deemed earned based on satisfaction of the performance condition will be determined using linear interpolation between the two stock price hurdles. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and the price per share of our Class A common stock is the closing price as of December 31, 2024 ($324.23). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date.

  67. Potential Payments Upon Termination or Change in Control

    | | Upon Qualifying Termination - Outside of Change in Control Period | | | | Upon Qualifying Termination - During of Change in Control Period | | | | Upon Disability or Death | | Name | Cash Severance ($) (1) | Continuation of Healthcare Benefits ($) (2) | Value of Accelerated Vesting ($) (3) | Total ($) | Cash Severance ($) (1) | Continuation of Healthcare Benefits ($) (2) | Value of Accelerated Vesting ($) (3) | Total ($) | Value of Accelerated Vesting ($) (3) | | Luis von Ahn | 750,000 | 20,395 | 77,815,200 | 78,585,595 | 1,125,000 | 30,593 | 77,815,200 | 78,970,793 | 77,815,200 | | Matthew Skaruppa | 365,000 | — | — | 365,000 | 730,000 | — | 17,587,533 | 18,317,533 | — | | Natalie Glance | 365,000 | 11,264 | — | 376,264 | 730,000 | 22,528 | 15,000,826 | 15,753,354 | — | | Robert Meese | 275,000 | 11,403 | — | 286,403 | 550,000 | 22,806 | 8,445,219 | 9,018,025 | — | | Stephen Chen | 285,000 | 11,264 | — | 296,264 | 570,000 | 22,528 | 7,333,434 | 7,925,962 | — |

  68. Potential Payments Upon Termination or Change in Control

    __________________ (1)The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2024. (2)The value of continued healthcare benefits is calculated by multiplying the number of months of continued coverage by the monthly premium for coverage based on COBRA rates as of December 31, 2024. (3)The value of accelerated options is calculated by multiplying (i) the number of shares accelerated by (ii) any positive excess of $324.23 closing trading price per share of our Class A common stock on December 31, 2024, the last trading day of 2024, over the applicable exercise price, and the value of accelerated RSUs is calculated by multiplying the number of RSUs accelerated by $324.23 the closing trading price per share of our Class A common stock on December 31, 2024. The value of accelerated equity awards covering Class B common stock held by Dr. von Ahn was also calculated using the foregoing methodology because the Class B common stock is not publicly traded. The amounts set forth in this column also represent the value of the acceleration of equity awards in the event of a change in control of the Company where outstanding awards are not assumed or substituted, where all awards, other than the Multi-Year Award, will vest in full. In such case, the vesting of the Multi-Year Award converts to a service-based award based on the proceeds paid in the change in control and the vesting date applicable to each stock hurdle achieved or partially achieved.

  69. Potential Payments Upon Termination or Change in Control

    | DUOLINGO 2025 PROXY STATEMENT | 50 |

  70. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (except our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median compensated employee, we reviewed the compensation of all full-time employees who were employed as of December 31, 2024 (the “determination date”). We determined our median employee by reviewing actual base compensation paid in 2024 as of the Determination Date plus the grant date fair value of equity awards issued in 2024 as of the determination date. We annualized actual base compensation for new hire Duos based on their start date. For Duos based outside of the United States, we converted pay into U.S. Dollars using the exchange rate for a 6-month period ending on the determination date. The fiscal year 2024 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $767,250, as reported in the Summary Compensation Table. The annual total compensation as determined under Item 402 of Regulation S-K of our median employees for fiscal 2024 was $261,765. The ratio of our Chief Executive Officer’s annual total compensation to the median of the annual total compensation of all our employees for fiscal year 2024 is 2.9 to 1. In selecting the median employee in accordance with Item 402(u) of Regulation S-K, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As a result, the disclosure regarding the compensation of our median employee and the CEO Pay Ratio may not be directly comparable to similar disclosure by other reporting companies.

  71. Director Compensation

    Director Compensation

  72. Non-Employee Director Compensation Policy for Fiscal Year 2024

    Non-Employee Director Compensation Policy for Fiscal Year 2024 The following table sets forth information for 2024 regarding the compensation awarded to, earned by or paid to the non-employee directors who served on our Board of Directors during fiscal year 2024.

  73. Non-Employee Director Compensation Policy for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) | Total ($) | | Amy Bohutinsky | 47,750 | 179,931 | 227,681 | | Sara Clemens | 52,875 | 179,931 | 232,806 | | Bing Gordon | 48,000 | 179,931 | 227,931 | | John Lilly | 44,875 | 179,931 | 224,806 | | Gillian Munson | 53,750 | 179,931 | 233,681 | | Bonnie Ross | — | 359,974 | 359,974 | | Mario Schlosser | 8,750 | 340,091 | 348,841 | | Jim Shelton | 47,750 | 179,931 | 227,681 | | Laela Sturdy (3) | 28,096 | — | 28,096 |

  74. Non-Employee Director Compensation Policy for Fiscal Year 2024

    (1)Amounts shown represent the aggregate grant date fair value, as calculated in accordance with ASC Topic 718, of RSUs granted during fiscal year 2024. See Note 10 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 27, 2025, for a description of the assumptions used in valuing these awards.

  75. Non-Employee Director Compensation Policy for Fiscal Year 2024

    | DUOLINGO 2025 PROXY STATEMENT | 52 |

  76. Non-Employee Director Compensation Policy for Fiscal Year 2024

    (2) The table below shows the aggregate number of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2024 by each non-employee director who served on our Board of Directors during fiscal year 2024.

  77. Non-Employee Director Compensation Policy for Fiscal Year 2024

    | Name | Shares Underlying Options Outstanding | Number of Shares or Units That Have Not Yet Vested | | Amy Bohutinsky | 25,000 | 895 | | Sara Clemens | — | 895 | | Bing Gordon | 50,000 | 895 | | John Lilly | — | 895 | | Gillian Munson | 25,000 | 895 | | Bonnie Ross | — | 965 | | Mario Schlosser | — | 1,742 | | Jim Shelton | 20,000 | 895 | | Laela Sturdy | — | — |

  78. Non-Employee Director Compensation Policy for Fiscal Year 2024

    (3) Ms. Sturdy resigned from the Board effective as of May 6, 2024.

  79. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table In connection with the IPO of our Class A common stock, we adopted a non-employee director compensation program (the “Director Compensation Program”). In October 2023, the Compensation Committee conducted a formal review of the program based Compensia’s assessment of the executive compensation peer group and market best practices. As a result of the analysis, the Board approved the following changes to the Director compensation program effective for 2024 to align pay levels with peers and the Company’s compensation philosophy. Pursuant to the Director Compensation Program in effect for 2024, our non-employee directors were eligible to receive cash compensation as follows:

  80. Narrative Disclosure to Director Compensation Table

    | DUOLINGO 2025 PROXY STATEMENT | 53 |

  81. Narrative Disclosure to Director Compensation Table

    | Position | 2024 Annual Cash Retainer ($) | | Board Member | 35,000 | | Non-Executive Chair | 25,000 (additional retainer) | | Audit Committee Chair | 20,000 | | Compensation Committee Chair | 15,000 | | Nominating and Corporate Governance Committee Chair | 8,000 | | Audit Committee Member (other than Chair) | 10,000 | | Compensation Committee Member (other than Chair) | 7,500 | | Nominating and Corporate Governance Committee Member (other than Chair) | 4,000 | | Mergers and Acquisitions Committee Member | 4,000 |

  82. Narrative Disclosure to Director Compensation Table

    In addition, equity grant values were reviewed and adjusted based on the market assessment. Under the Director Compensation Program in effect during 2024, each non-employee director will automatically be granted (i) RSUs covering a number of shares of our common stock calculated by dividing (a) $360,000 by (b) the closing trading price of our common stock as of the date of grant (or if the date of grant is not a trading day, the immediately preceding trading day), rounded down to the nearest whole share, upon the director’s initial appointment or election to our Board of Directors, (the “Initial Grant”), and (ii) for each non-employee director who has served for at least six months as of the date of each annual stockholders’ meeting, RSUs covering a number of shares of our common stock calculated by dividing (a) $180,000 by (b) the closing trading price of our common stock as of the date of grant (or if the date of grant is not a trading day, the immediately preceding trading day), rounded down to the nearest whole share, automatically on the date of each annual stockholders’ meeting thereafter (the “Annual Grant”). The Initial Grant will vest over three years, subject to continued service through each applicable vesting date. The Annual Grant will vest on the first anniversary of the date of grant, provided, that if our annual stockholders’ meeting immediately following the date of grant takes place prior to the first anniversary of the date of grant, the Annual Grant will vest immediately prior to our annual stockholders’ meeting following the date of grant, subject to continued service through each applicable vesting date. In the event of a change in control (as defined in our 2021 Incentive Award Plan), each Initial Grant and Annual Grant, along with any stock options or other equity-based awards held by any non-employee director, will vest and, to the extent applicable, become exercisable immediately prior to such change in control. In June 2024, we granted each of our then-serving non-employee directors other than Mr. Schlosser and Ms. Ross an award of 895 RSUs, each of which will fully vest immediately prior to our next annual stockholders’ meeting, subject to continued service through such date. As described above, Ms. Sturdy ceased to serve as member of our Board on May 6, 2024 and therefore did not receive an Annual Grant during 2024. Mr. Schlosser received an Initial Grant of 1,742 RSUs in July 2024, and Ms. Ross received an Initial Grant of 965 RSUs in December 2024, each of which will vest in three substantially equal annual installments following the date of grant.

  83. Narrative Disclosure to Director Compensation Table

    | DUOLINGO 2025 PROXY STATEMENT | 54 |

  84. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.

  85. Pay Versus Performance Table

    Pay Versus Performance Table

  86. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($) (1) (2) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”) ($) (4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (5) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) (in thousands) ($) (8) | Bookings (in thousands) ($) (9) | | | | | | | Total Stockholder Return (“TSR”) ($) (6) | Peer Group Total Stockholder Return ($) (7) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | | 2024 | 767,250 | 129,007,495 | 3,434,113 | 7,588,271 | 233.24 | 110.18 | 88,280 | 870,601 | | 2023 | 766,500 | 139,895,921 | 3,073,720 | 12,060,643 | 163.19 | 87.60 | 16,067 | 622,181 | | 2022 | 765,250 | (31,645,908) | 3,186,268 | 493,793 | 51.17 | 63.21 | (59,574) | 428,647 | | 2021 | 74,431,300 | 78,011,817 | 19,725,455 | 21,789,694 | 76.33 | 96.35 | (60,135) | 294,427 |

  87. Pay Versus Performance Table

    ___________________ (1)Luis von Ahn served as our principal executive officer (“PEO”) during 2021, 2022, 2023 and 2024. (2)The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2024 Summary Compensation Table” of this Proxy Statement and our proxy statement for 2024. (3)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total reported compensation for each year to determine the compensation actually paid:

  88. Pay Versus Performance Table

    | Year | Name of PEO | Reported Summary Compensation Table for PEO ($) | (Less) Reported Value of Equity Awards ($) (a) | Plus/(Minus) Equity Award Adjustments ($) (b) | (Equals) Compensation Actually Paid ($) | | 2024 | Luis von Ahn | 767,250 | — | 128,240,245 | 129,007,495 | | 2023 | Luis von Ahn | 766,500 | — | 139,129,421 | 139,895,921 | | 2022 | Luis von Ahn | 765,250 | — | (32,411,158) | (31,645,908) | | 2021 | Luis von Ahn | 74,431,300 | 73,872,000 | 77,452,517 | 78,011,817 |

  89. Pay Versus Performance Table

    ___________________ (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the year-end fair value of any equity awards granted in a prior year that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year, (vi) less the value of all unvested awards as of the end of the prior fiscal year. The valuation methodologies use to estimate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  90. Pay Versus Performance Table

    | DUOLINGO 2025 PROXY STATEMENT | 56 |

  91. Pay Versus Performance Table

    | Year | Name of PEO | Fair Value at End of Year of Outstanding and Unvested Equity Granted in a Current Year ($) | Change in Fair Value of Outstanding and Unvested Equity Granted in Prior Year ($) | Fair Value of Equity Vesting During the Year that was Granted in Current Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2024 | Luis von Ahn | — | 102,004,565 | — | 26,235,680 | 128,240,245 | | 2023 | Luis von Ahn | — | 120,707,391 | — | 18,422,030 | 139,129,421 | | 2022 | Luis von Ahn | — | (31,736,973) | — | (674,184) | (32,411,158) | | 2021 | Luis von Ahn | 76,400,687 | 162,364 | — | 889,466 | 77,452,517 |

  92. Pay Versus Performance Table

    (4) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2021, 2022, 2023, and 2024, Matthew Skaruppa, Natalie Glance, Robert Meese and Stephen Chen; (ii) for 2021, Severin Hacker and Matthew Skaruppa. (5) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 3 above:

  93. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table for Non-PEO NEOs ($) | (Less) Reported Value of Equity Awards ($) (a) | (Plus/Minus) Equity Award Adjustments ($) (e) | (Equals) Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,434,113 | 2,788,530 | 6,942,688 | 7,588,271 | | 2023 | 3,073,720 | 2,467,408 | 11,454,331 | 12,060,643 | | 2022 | 3,186,268 | 2,628,353 | (64,122) | 493,793 | | 2021 | 19,725,455 | 19,234,435 | 21,298,674 | 21,789,694 |

  94. Pay Versus Performance Table

    (e) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  95. Pay Versus Performance Table

    | Year | Fair Value at End of Year of Outstanding and Unvested Equity Granted in a Current Year ($) | Change in Fair Value of Outstanding and Unvested Equity Granted in Prior Year ($) | Fair Value of Equity Vesting During the Year that was Granted in Current Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2024 | 4,462,134 | 2,291,497 | 500,921 | (311,864) | 6,942,688 | | 2023 | 3,422,883 | 4,635,826 | 361,681 | 3,033,941 | 11,454,331 | | 2022 | 1,816,251 | (1,534,555) | 334,949 | (680,767) | (64,122) | | 2021 | 20,260,750 | 128,688 | 234,672 | 674,564 | 21,298,674 |

  96. Pay Versus Performance Table

    (6) Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends on our common stock for the measurement period (if any), assuming dividend reinvestment, and (ii) the difference between the closing trading price per share of our Class A common stock at the end and the beginning of the measurement period by (b) our the closing trading price per share of our Class A common stock at the beginning of the measurement period. (7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Software & Services Select Industry Index (^SPSISS). (8) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year (in thousands). (9) Although we use numerous financial and nonfinancial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that bookings, defined as the amounts we receive from a purchase of any Duolingo subscription offering, a purchase of a Duolingo English Test, an in-app purchase for a virtual good, and from advertising networks for advertisements served to our users, is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our corporate performance.

  97. Pay Versus Performance Table

    | DUOLINGO 2025 PROXY STATEMENT | 57 |

  98. Relationship Between Financial Performance Measures and Compensation Actually Paid

    Relationship Between Financial Performance Measures and Compensation Actually Paid The following graphs sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our remaining NEOs with (i) our cumulative TSR, (ii) our net (loss) income, and (iii) Bookings, in each case, over four most recently completed fiscal years. Also shown in the graph below is the relationship between our cumulative TSR to the Peer Group TSR for the same period.

  99. Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Our TSR and our Peer Group Index TSR

    Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Our TSR and our Peer Group Index TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, each as set forth in the table above, and our cumulative TSR and the TSR of the S&P Software and Services Select Index over the period from 2021 through 2024.

  100. Pay Versus Performance Total Stockholder Return Chart

    Pay Versus Performance Total Stockholder Return Chart

  101. Pay Versus Performance Total Stockholder Return Chart

    | DUOLINGO 2025 PROXY STATEMENT | 58 |

  102. Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Net (Loss) Income

    Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Net (Loss) Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net (loss) income during years 2021 through 2024, each as set forth in the table above.

  103. Pay Versus Performance Net (Loss) Income Chart

    Pay Versus Performance Net (Loss) Income Chart

  104. Pay Versus Performance Net (Loss) Income Chart

    | DUOLINGO 2025 PROXY STATEMENT | 59 |

  105. Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Stock Price Measure

    Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Stock Price Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Bookings during years 2021 through 2024, each as set forth in the table above.

  106. Pay Versus Performance Bookings Chart

    Pay Versus Performance Bookings Chart

  107. Pay Versus Performance Bookings Chart

    | DUOLINGO 2025 PROXY STATEMENT | 60 |