Gillian Munson
DuolingoAbout Gillian Munson
Gillian Munson (age 54) has served as an independent director of Duolingo since September 2019 and is the current Chair of the Audit Committee; she is designated by the Board as an “audit committee financial expert.” She is CFO of Vimeo (since April 2022) and previously served as CFO of XO Group (The Knot), CFO of Iora Health, Venture Partner at Union Square Ventures, and earlier held senior roles at Allen & Company, Symbol Technologies, and Morgan Stanley. She holds a B.A. in Political Science and Economics from Colorado College; her board tenure at Duolingo is approximately six years as of the 2025 proxy date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vimeo | Chief Financial Officer | Apr 2022 – present | Finance leadership; public company reporting |
| Iora Health (acquired by One Medical) | CFO; then Special Advisor to acquirer’s CFO | Jan 2021 – Sep 2021; post-close advisory | Transaction execution; post-merger integration support |
| Union Square Ventures | Venture Partner | Apr 2019 – Jul 2021 | Investment insights; governance exposure |
| XO Group (The Knot) | Chief Financial Officer | 2013 – 2019 | Corporate finance; public markets experience |
| Allen & Company LLC | Managing Director | Prior to 2013 (dates not specified) | Banking, capital markets |
| Symbol Technologies | VP, Business Development | Prior to 2013 (dates not specified) | Strategic partnerships |
| Morgan Stanley | Executive Director; Senior Equity Analyst | Prior to 2013 (dates not specified) | Equity research, capital markets |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Phreesia, Inc. | Director | May 2019 – present | Public company board; committees not disclosed in DUOL proxy |
| Monster Worldwide, Inc. | Director | 2015 – 2016 | Prior public company board |
Board Governance
- Independence: The Board determined Munson is independent under Nasdaq rules; 8 of 10 current directors are independent .
- Committee assignments: Audit Committee Chair; Audit members are Amy Bohutinsky, Sara Clemens, Gillian Munson (Chair), Jim Shelton. She is designated an “audit committee financial expert.” She is not listed on Compensation, Nominating & Governance, or M&A committees .
- Meetings and attendance: In 2024, the Board met 5 times; Audit Committee met 4 times. All incumbent directors then-serving attended at least 75% of aggregate Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in private session at least twice per year .
Fixed Compensation
| Component | Policy Detail | Gillian Munson – 2024 Actual |
|---|---|---|
| Board annual cash retainer | $35,000 | Included in Fees Earned |
| Audit Committee Chair retainer | $20,000 | Included in Fees Earned |
| Meeting fees | None disclosed | Not applicable |
| Other committee member retainers | Audit (member): $10,000; Compensation: $7,500; Nominating: $4,000; M&A: $4,000 | Not applicable (Munson not listed as member on other committees) |
| 2024 Cash fees (reported) | — | $53,750 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU Grant | June 2024 (at annual meeting) | 895 RSUs | $179,931 | Vests on the first anniversary of grant; if next annual meeting occurs earlier, vests immediately prior to that meeting, subject to continued service |
Change-in-control treatment: Initial and Annual RSU grants (and any options/equity) fully vest immediately prior to a change in control .
Other Directorships & Interlocks
| Company | Sector | Relationship to DUOL |
|---|---|---|
| Phreesia, Inc. (current) | Health-tech/software | No related-party transactions with Duolingo disclosed in proxy |
| Monster Worldwide, Inc. (prior) | Online recruiting | Historical; no current interlock disclosed |
Expertise & Qualifications
- Financial literacy and risk oversight: Audit Chair; “audit committee financial expert” designation; extensive CFO experience (Vimeo, XO Group, Iora Health) .
- Strategic planning and business development: Prior roles in venture investing and corporate development (USV, Symbol Technologies) .
- Capital markets and research: Morgan Stanley senior equity analyst; Allen & Company investment banking experience .
- Education: B.A. Political Science and Economics, Colorado College .
Equity Ownership
| Holder | Class A Shares | % of Class A | Options Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|---|
| Gillian Munson | 23,530 | <1% | 25,000 | 895 | Beneficial ownership as of Apr 15, 2025; percentages computed on 39,240,133 Class A outstanding |
Anti-hedging/pledging policy: Hedging prohibited; pledging prohibited unless specifically approved by the Board (company-wide Insider Trading Policy) .
Insider Trades (Section 16 Compliance)
| Year | Filing Timeliness (Company Disclosure) | Note |
|---|---|---|
| 2024 | No delinquent Section 16 filings reported for directors other than two late Form 4s by Severin Hacker and one by Luis von Ahn | Implies Munson’s Section 16 filings were timely for 2024 |
Governance Assessment
- Board effectiveness: Munson’s audit leadership and “financial expert” status strengthen oversight of financial reporting, cybersecurity/data privacy risk, and sustainability-related financial risks. Audit scope includes related-party review and risk management touchpoints, enhancing investor confidence .
- Independence and engagement: Independent under Nasdaq rules; attended at least 75% of meetings; participates in executive sessions of independent directors, supporting strong oversight of management .
- Pay structure alignment: Director pay mix emphasizes equity (annual RSU grants) with modest cash retainers; change-in-control vesting is standard. 2024 compensation: $53,750 cash and $179,931 equity, aligning incentives with shareholder value .
- Ownership alignment: Holds 23,530 Class A shares plus outstanding equity awards; no pledging disclosed; anti-hedging policy applies, supporting alignment and risk mitigation .
- Conflicts/related-party exposure: Proxy discloses related-party transaction policy under Audit Committee oversight; no related-party transactions involving Munson disclosed, limiting conflict risk .
RED FLAGS
- None disclosed specific to Munson: no delinquent Section 16 filings, no related-party transactions, and independent status affirmed. Company-wide policies prohibit hedging and restrict pledging; attendance met minimum thresholds .