Amy Bohutinsky
DuolingoAbout Amy Bohutinsky
Amy Bohutinsky (age 50) has served as an independent director of Duolingo since June 2020. She is former Zillow Group COO (2015–2019) and CMO (2011–2015), previously led communications at Hotwire, and is a Strategic Advisor/Venture Partner at TCV since 2019. She holds a B.A. in Journalism and Mass Communications from Washington & Lee University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group | Chief Operating Officer | 2015–2019 | Senior operating leadership, brand and growth |
| Zillow Group | Chief Marketing Officer | 2011–2015 | Marketing, communications, brand building |
| Hotwire | Director of Corporate Communications + other leadership roles | 2001–2005 | Corporate communications leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group (public) | Director | Since Oct 2018 | Member: Compensation; Nominating & Governance |
| Wealthsimple (private) | Director | Since May 2024 | Board service (private) |
| UnitedMasters (private) | Director | Since Nov 2021 | Board service (private) |
| TCV | Strategic Advisor/Venture Partner | Since 2019 | Growth investor advisory |
Board Governance
- Independence: Board determined Bohutinsky is independent under Nasdaq rules .
- Committee assignments (DUOL 2025): Audit Committee member; Chair of Nominating & Corporate Governance Committee .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings; Board met 5x, Audit 4x, Compensation 4x, Nominating & Governance 3x, M&A 4x .
- Executive sessions: Independent directors meet at least twice per year without management .
| DUOL Committee (2025) | Role | Notes |
|---|---|---|
| Audit Committee | Member | Oversees financial reporting, auditor appointment, compliance, related-party transactions |
| Nominating & Corporate Governance | Chair | Board composition, governance guidelines, annual evaluations |
Fixed Compensation
- DUOL’s director compensation program pays cash retainers plus annual RSU grants; retainer schedule updated effective 2024 (member $35,000; committee chairs/members per schedule below) .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned (Cash) – Amy Bohutinsky ($) | $44,000 | $44,000 | $47,750 |
| Stock Awards – Amy Bohutinsky ($) | $159,994 | $159,949 | $179,931 |
| Total – Amy Bohutinsky ($) | $203,994 | $203,949 | $227,681 |
| 2024 DUOL Director Cash Retainers | Amount ($) |
|---|---|
| Board Member | 35,000 |
| Non-Executive Chair (additional) | 25,000 |
| Audit Chair | 20,000 |
| Compensation Chair | 15,000 |
| Nominating & Governance Chair | 8,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Governance Member | 4,000 |
| M&A Committee Member | 4,000 |
Performance Compensation
- Equity structure: Annual RSU grants; Initial grants vest over 3 years; Annual grants vest by next annual meeting; change-in-control provides accelerated vesting per program .
- As of Dec 31, 2024 Amy held 895 unvested RSUs and 25,000 options outstanding .
| Director Equity Detail (as of Dec 31, 2024) | Quantity | Vesting/Notes |
|---|---|---|
| Unvested RSUs (Amy) | 895 | Annual grant vests immediately prior to next annual meeting |
| Options Outstanding (Amy) | 25,000 | Legacy grants pre-IPO; exercisable terms per plan |
Other Directorships & Interlocks
| Company | Relationship to DUOL | Potential Interlock/Conflict Notes |
|---|---|---|
| Zillow Group (public) | No supplier/customer linkage disclosed by DUOL | Serves on Compensation and Nominating & Governance Committees; governance expertise; no DUOL related-party items disclosed referencing her |
| TCV (advisor) | Investor/advisor role outside DUOL | DUOL beneficial owners list does not include TCV; DUOL policy requires Audit Committee approval of any related-party transactions |
Expertise & Qualifications
- Qualifications cited by DUOL: corporate governance, legal, regulatory, public policy, and marketing experience; senior leadership at consumer-facing tech companies .
- Education: B.A., Washington & Lee University .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Voting Power |
|---|---|---|---|---|---|
| Amy Bohutinsky | 30,148 | <1% | — | — | — |
Policy alignment:
- Insider Trading Policy prohibits hedging; pledging is prohibited unless specifically approved by the Board .
- Governance Guidelines include stock ownership expectations (programmatic, no numeric threshold disclosed) .
Insider Trades
| Date | Transaction Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| — | — | — | — | — | Form 4 retrieval failed due to tool authorization; monitoring going forward. |
Note: Beneficial ownership as of April 15, 2025 shown above; no Form 4 transactions were retrieved during 2024–2025 via the insider-trades skill due to a 401 error. Ownership table reflects proxy disclosure .
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance; Audit Committee membership provides oversight of financial reporting, compliance, and related-party reviews . Consistent attendance (≥75%) and participation across 2024 meetings supports engagement .
- Alignment: Director pay split between modest cash retainers and equity RSUs; equity vests with continued service, aligning incentives with long-term shareholder value .
- Policies: Robust anti-hedging/limited pledging; related-party transaction approval by Audit Committee; governance guidelines covering stock ownership and board evaluations .
- Shareholder sentiment: 2025 Say-on-Pay received 154,319,307 FOR vs. 1,906,517 AGAINST; directors (not including Amy’s class) elected with strong support; indicates broader governance confidence .
- Watch items/RED FLAGS: Dual-class voting power concentrated with founders may limit minority shareholder influence (context from beneficial ownership and voting power table) . TCV advisory role requires continued monitoring for any transactions requiring Item 404 review; none specifically disclosed involving Bohutinsky in DUOL’s proxy .
Appendices
Say-on-Pay & 2025 Annual Meeting Vote Outcomes
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Class I Directors – Bing Gordon | 143,473,040 | 12,774,312 | — | 3,020,619 |
| Elect Class I Directors – John Lilly | 155,590,065 | 657,287 | — | 3,020,619 |
| Elect Class I Directors – Mario Schlosser | 156,145,394 | 101,958 | — | 3,020,619 |
| Ratify Deloitte & Touche LLP | 159,225,252 | 24,539 | 18,180 | — |
| Advisory Say-on-Pay | 154,319,307 | 1,906,517 | 21,528 | 3,020,619 |
DUOL Director Compensation Program – Equity Grant Mechanics
| Grant Type | Value | Vesting |
|---|---|---|
| Initial Director Grant | $360,000 (RSUs) | 3 annual installments |
| Annual Director Grant | $180,000 (RSUs) | Vests before next annual meeting |
Biographical Snapshot
- DUOL Class II Director; Director since 2020 (term to 2026 annual meeting) .
- Other boards: Zillow Group, prior Gap Inc., HotelTonight, Avvo .
- DUOL committees: Audit (member), Nominating & Governance (Chair) .