Bonnie Ross
DuolingoAbout Bonnie Ross
Bonnie Ross (age 58) joined Duolingo’s Board in December 2024 as a Class II director with a term expiring at the 2026 annual meeting; she is an independent director under Nasdaq rules and serves on the Compensation Committee and the Mergers & Acquisitions (M&A) Committee . She is the former Corporate Vice President at Microsoft and Head of the Halo franchise (2014–2022), an AIAS Hall of Fame inductee, co‑founder of Women in Gaming, and holds a B.A. in Technical and Scientific Communication from Colorado State University; she also serves on CSU’s College of Natural Sciences Dean’s Leadership Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President; Head of Halo | Aug 2014 – Sep 2022 | Led Halo transmedia expansion; advanced franchise strategy and technology |
| Microsoft/Xbox Studios | Executive oversight across titles (e.g., Zoo Tycoon, Mass Effect, Gears of War) | Various | Published/developed top franchises; community advocacy for STEM and diversity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Academy of Interactive Arts & Sciences | Hall of Fame Inductee | 2019 | Recognized for industry contributions and diversity advocacy |
| Women in Gaming | Co‑founder | Ongoing | Industry inclusion and STEM advocacy |
| Colorado State University, College of Natural Sciences | Dean’s Leadership Council member | Ongoing | Advisory role to academic leadership |
Board Governance
- Independence: The Board determined Ross is independent under Nasdaq rules; 8 of 10 directors are independent .
- Committee assignments: Compensation Committee member; M&A Committee member .
- Committee chair roles: None for Ross; Compensation Committee chaired by Mario Schlosser; Audit chaired by Gillian Munson; Nominating chaired by Amy Bohutinsky .
- Director class/term: Class II; current term expires at the 2026 annual meeting .
- Attendance: In 2024, Board met 5x; Audit 4x; Compensation 4x; Nominating 3x; M&A 4x; all incumbent directors then‑serving attended ≥75% of aggregate meetings .
- Executive sessions: Independent directors meet at least twice a year without management .
- Recruitment: Ross was identified via a third‑party search firm retained by the Nominating & Corporate Governance Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Paid quarterly; Ross eligible upon appointment (prorated for 2024) |
| Compensation Committee member fee | $7,500 | Annual; paid quarterly; Ross eligible (prorated for 2024) |
| M&A Committee member fee | $4,000 | Annual; paid quarterly; Ross eligible (prorated for 2024) |
| 2024 cash fees paid (Ross) | $0 | As reported in 2024 director comp table |
2024 reported director compensation for Ross:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bonnie Ross | $0 | $359,974 | $359,974 |
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Evidence |
|---|---|---|
| Revenue growth | No | Director RSUs vest time‑based; not performance‑linked |
| EBITDA | No | Director RSUs vest time‑based; not performance‑linked |
| TSR percentile | No | No TSR‑linked director awards disclosed |
| ESG goals | No | No ESG‑linked director awards disclosed |
| Change‑in‑control vesting | Yes (accelerated vesting) | Director Initial/Annual RSUs vest immediately prior to a change in control |
Equity award structure for non‑employee directors:
- Initial Grant: RSUs equal to $360,000 divided by grant‑date closing price; vest over 3 years (Ross received 965 RSUs in Dec 2024) .
- Annual Grant: RSUs equal to $180,000 divided by grant‑date price; vest on first anniversary/just prior to next annual meeting; requires ≥6 months of service pre‑meeting .
- Change‑in‑control: All director RSUs/options vest/exercise immediately prior to change in control .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | Public | None disclosed | Biographical section lists public boards; none for Ross |
| Colorado State University | Academic | Dean’s Leadership Council | Non‑profit/academic role |
| Women in Gaming | Non‑profit/community | Co‑founder | Industry network; not a corporate interlock |
- No shared directorships with Duolingo competitors/suppliers/customers disclosed for Ross .
Expertise & Qualifications
- 30+ years in gaming; creative leadership at a public company; experience in sales, marketing, business development, strategic planning, risk management; consumer‑facing technology expertise .
- Education: B.A. in Technical and Scientific Communication, Colorado State University .
- Board qualifications: Independence; strategic planning; technology/media franchise expertise relevant to Duolingo’s “make it fun” engagement strategy .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % Class A | Class B Shares Beneficially Owned | % Class B | Voting Power % | Unvested RSUs | Options Outstanding |
|---|---|---|---|---|---|---|---|
| Bonnie Ross | — | — | — | — | — | 965 (Initial Grant Dec 2024) | 0 |
- Ownership guidelines: Corporate Governance Guidelines address “Stock ownership” but no numeric director ownership multiples disclosed in proxy; compliance status not provided .
- Anti‑hedging: Company maintains an Anti‑Hedging Policy per governance index; director‑specific hedging/pledging disclosures for Ross not provided; no pledging noted in beneficial ownership table footnotes .
Governance Assessment
- Committee roles and engagement: Ross sits on Compensation and M&A Committees, aligning with her strategic and franchise‑building background; Compensation Committee retained Compensia as independent consultant in 2024 and found no conflicts .
- Independence and selection: Independent under Nasdaq; sourced via third‑party search firm, reducing interlock risk; Class II term structure supports staggered continuity .
- Attendance signal: Board/committee cadence disclosed; all directors then‑serving met ≥75% attendance in 2024; Ross joined late‑year, but no attendance shortfall flagged .
- Pay and alignment: Ross’s 2024 compensation was 100% equity due to Initial Grant ($359,974 fair value), with standard cash retainers eligible thereafter; vesting and CoC acceleration terms are market‑standard for directors .
- Related‑party/Conflicts: Audit Committee oversees related‑person transactions; proxy discloses no related‑party transactions involving Ross; standard indemnification applies .
- RED FLAGS: None disclosed specific to Ross (no low attendance, no related‑party transactions, no pledging, no tax gross‑ups or option repricing in director program); note that CoC acceleration is common but dilutes retention risk during control changes—standard market practice .
Compensation Committee Analysis
- Composition: Sara Clemens, John Lilly, Bonnie Ross, Mario Schlosser (Chair); all independent under Nasdaq and non‑employee directors under Rule 16b‑3 .
- Consultant: Compensia engaged in 2024; Compensation Committee determined no conflicts of interest; services limited to executive/employee/director comp and broad‑based plans .
- Responsibilities: Oversees executive pay philosophy, incentive plans, director compensation policy, and human capital management; prepares CD&A report and may retain advisors with independence review .
Director Compensation Mix Benchmark
| Director | Cash Fees ($) | Equity ($) | Mix (Cash/Equity) |
|---|---|---|---|
| Bonnie Ross (2024) | $0 | $359,974 | 0% / 100% |
| Typical 2024 director (e.g., Amy Bohutinsky) | $47,750 | $179,931 | ~21% / ~79% |
Related Party Transactions & Policies
- Policy: Audit Committee must approve/ratify related‑person transactions per Item 404(a); directors do not participate in approval of transactions where they are a related person .
- Indemnification: Standard indemnification agreements for directors and officers; Ross to enter the standard form upon appointment .
- Disclosures: No related‑party transactions involving Ross disclosed in the proxy .
Director Appointment 8‑K Highlights (Dec 2024)
- Board size increased from nine to ten; Ross appointed Class II director effective Dec 5, 2024 .
- Committee assignments: Compensation & Leadership Committee and M&A Committee .
- Compensation eligibility: Board retainer ($35k), Compensation Committee fee ($7.5k), M&A Committee fee ($4k), Initial RSU ($360k ÷ price; 3‑year vest), Annual RSU ($180k ÷ price; 1‑year vest if ≥6 months service) .
- Press release emphasized Ross’s gaming franchise expertise and fit with Duolingo’s “make it fun” product ethos .
Notes
- Insider trades: The proxy’s Section 16(a) discussion notes timely filings in 2024 with minor late filings for executives; no director Form 4 transactions for Ross disclosed—no separate insider trade table available in proxy materials .
- Say‑on‑Pay: Advisory vote proposal included; approval percentages not provided in the cited sections—no analysis included .