Bing Gordon
DuolingoAbout Bing Gordon
Bing Gordon (age 75) has served as an independent director of Duolingo since February 2020. He is a partner at Kleiner Perkins (since 2008), co‑founded Electronic Arts where he was EVP and Chief Creative Officer (1998–2009), currently serves on Take‑Two Interactive’s board, and is a special advisor to Amazon, having previously served on Amazon’s board (2003–2018). He holds a B.A. in English from Yale and an M.B.A. from Stanford GSB. The Board has determined Gordon is “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electronic Arts | EVP & Chief Creative Officer; Co‑founder | 1998–2009 | Senior creative leadership; gaming industry expertise |
| Kleiner Perkins | Partner | 2008–present | Venture investing, governance, compensation experience |
| Zynga | Director | 2008–2022 (to acquisition by Take‑Two) | Oversight at public gaming developer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Take‑Two Interactive | Director | Current | Public company directorship |
| Amazon | Special Advisor to Board; Former Director | Advisor (current); Director 2003–2018 | Large‑cap tech exposure; prior governance role |
| Kleiner Perkins | Partner | 2008–present | Technology investor; board‑level comp expertise |
Board Governance
- Independence: Board determined Gordon (and 7 other non‑employee directors) are independent under Nasdaq rules after reviewing backgrounds, affiliations, beneficial ownership, and stockholder relationships .
- Committee assignments:
- 2025: Member, Nominating & Corporate Governance Committee; not on Audit, Compensation, or M&A .
- 2024: Chair, Compensation Committee; also served alongside Sara Clemens and John Lilly .
- Board activity and attendance: In 2024, Board met 5 times; Audit 4; Compensation 4; Nominating & Corporate Governance 3; M&A 4. All incumbent directors attended at least 75% of the aggregate meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet at least twice annually without management .
- Director election cycle: Gordon is a Class I director; nominated for re‑election at the June 11, 2025 annual meeting to a term expiring at the 2028 meeting .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 42,000 | Based on Board retainer and committee roles in 2023 |
| 2024 | 48,000 | Reflects updated retainers effective 2024 |
Director Retainer Schedule (2024)
| Position | 2024 Annual Cash Retainer ($) |
|---|---|
| Board Member | 35,000 |
| Non‑Executive Chair (additional) | 25,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Corporate Governance Chair | 8,000 |
| Audit Committee Member (not Chair) | 10,000 |
| Compensation Committee Member (not Chair) | 7,500 |
| Nominating & Corporate Governance Member (not Chair) | 4,000 |
| M&A Committee Member | 4,000 |
Program changes effective 2024 (vs. 2023): Board member retainer increased from $30,000 to $35,000; Compensation Committee Chair increased to $15,000; non‑chair comp member to $7,500; Initial RSU grant increased to $360,000; Annual RSU grant increased to $180,000 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value ($) | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|---|---|
| Annual RSU | June 2024 | 895 | 179,931 | Vests immediately prior to next annual meeting (June 11, 2025), subject to continued service | Initial and Annual RSUs, options and other equity awards for directors fully vest (and options become exercisable) immediately prior to a change in control |
- Structure: Non‑employee director equity is time‑based RSUs; no director‑specific performance metrics disclosed (Annual RSU vests on time schedule; Initial RSU vests over 3 years) .
Other Directorships & Interlocks
| Company | Relationship to DUOL | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Take‑Two Interactive | Unrelated to DUOL operations disclosed | Director | External gaming exposure; no DUOL related‑party transactions disclosed in sections reviewed |
| Amazon | Unrelated to DUOL operations disclosed | Special Advisor; Former Director | Large tech ecosystem ties; independence affirmed by Board after considering significant stockholder relationships |
| Kleiner Perkins | Investor (general) | Partner | Venture capital affiliations; Board independence review considered affiliations and ownership |
- Related‑party governance: Audit Committee reviews/approves related‑person transactions; policy requires Item 404(a) screening and recusal when applicable; indemnification agreements in place for directors . No specific related‑party transaction involving Gordon is identified in the cited proxy sections .
Expertise & Qualifications
- Duolingo cites Gordon’s corporate governance, business development, strategic planning, and executive compensation experience, plus senior leadership roles at technology companies, as qualifications for Board service .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Class B Shares | % of Class B Outstanding | Voting Power % |
|---|---|---|---|---|---|
| Bing Gordon | 126,035 | <1% | — | —% | <1% |
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Quantity | Status |
|---|---|---|
| Options | 50,000 shares underlying options | Outstanding (exercisability not broken out) |
| Unvested RSUs | 895 units | Annual grant; vests prior to next annual meeting |
- Hedging/Pledging: Company policy prohibits hedging by directors and employees; pledging is prohibited unless specifically approved by the Board. The proxy notes “none of our NEOs has pledged” securities; director pledging requires Board approval per policy .
Governance Assessment
- Independence and committee experience: Gordon is independent and brings compensation/governance expertise; he chaired the Compensation Committee in 2024 and now serves on Nominating & Corporate Governance in 2025, indicating planned rotation and breadth of governance exposure .
- Attendance and engagement: Board/committee cadence in 2024 (Board 5; key committees 3–4 meetings) and ≥75% attendance by all incumbents supports engagement expectations .
- Pay structure and alignment: Director compensation is predominantly equity via time‑based RSUs with double‑trigger change‑in‑control vesting; cash retainer increases in 2024 aligned to market per Compensia review; Gordon’s 2024 mix was $48,000 cash and $179,931 RSUs (total $227,931) .
- Ownership alignment: Gordon beneficially owns 126,035 Class A shares (<1%), plus outstanding options and unvested RSUs; anti‑hedging policy strengthens alignment; pledging limited by policy .
- Conflicts/related‑party exposure: Board independence review explicitly considered director affiliations with significant stockholders; related‑party transactions are subject to Audit Committee approval and director recusal; no transaction involving Gordon is identified in reviewed sections .
- Signals for investors: Use of an independent compensation consultant (Compensia) and annual say‑on‑pay practice reflect governance responsiveness; director committee rotation and structured equity policy suggest standard governance hygiene .
RED FLAGS: None identified regarding independence, attendance, hedging/pledging breaches, or related‑party transactions for Gordon in the reviewed disclosures. Monitoring areas include potential external affiliations (Kleiner Perkins, Amazon) and any future related‑party transactions subject to Audit Committee oversight .