Jim Shelton
DuolingoAbout Jim Shelton
Jim Shelton, 57, has served as an independent director of Duolingo since October 2020. He is Chief Investment and Impact Officer at Blue Meridian Partners (since January 2020) and a Partner at Amandla Enterprises (since July 2018). Previously, he was President of Education at the Chan Zuckerberg Initiative (2016–2018), President & Chief Impact Officer at 2U, Inc. (2015–2016), and held senior roles at the U.S. Department of Education (Deputy Secretary & COO among others, 2009–2015). Shelton holds a B.A. in Computer Science from Morehouse College and an M.S. in Education and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Education | Deputy Secretary & COO; prior roles | 2009–2015 | Federal leadership in education policy and operations |
| 2U, Inc. | President & Chief Impact Officer | Jun 2015–Jul 2016 | Senior leadership at public edtech company |
| Chan Zuckerberg Initiative | President of Education | Jul 2016–Jul 2018 | Strategy for education investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Meridian Partners | Chief Investment & Impact Officer | Jan 2020–present | Nonprofit funding collaborative |
| Amandla Enterprises | Partner | Jul 2018–present | Impact investment/advisory firm |
Board Governance
- Board class/term: Class II; current term expires at the 2026 Annual Meeting .
- Independence: Board determined Shelton is independent under Nasdaq rules (2025 review) .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings; Board met 5 times, Audit 4, Compensation 4, Nominating 3, M&A 4 .
- Executive sessions: Independent directors meet at least twice annually without management .
| Committee (2025) | Membership | Chair |
|---|---|---|
| Audit Committee | Member | Gillian Munson |
| Nominating & Corporate Governance | Member | Amy Bohutinsky |
| Compensation Committee | Not a member | Mario Schlosser |
| Mergers & Acquisitions | Not a member | Committee includes Clemens, Lilly, Ross, Schlosser |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $44,000 | $44,000 | $47,750 |
| Total Compensation ($) | $203,994 | $203,949 | $227,681 |
Director cash retainer schedule in effect during 2024:
| Position | 2024 Annual Cash Retainer ($) |
|---|---|
| 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 (non-chair) | $10,000 |
| Compensation Committee Member (non-chair) | $7,500 |
| Nominating & Corporate Governance Member (non-chair) | $4,000 |
| M&A Committee Member | $4,000 |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $159,994 | $159,949 | $179,931 |
| RSUs Unvested at Year-End (units) | 1,664 | 1,016 | 895 |
| Options Outstanding (shares) | 40,000 | 30,000 | 20,000 |
Equity award structure for non-employee directors:
- Initial Grant: RSUs with grant-date value of $360,000 (as of 2024 program) vesting over 3 years .
- Annual Grant: RSUs with grant-date value of $180,000 vesting on first anniversary or immediately prior to next annual meeting if earlier, subject to continued service .
- Change-in-control: Director RSUs and options fully vest and, if applicable, become exercisable immediately prior to a change in control (as defined in the 2021 Incentive Award Plan) .
- 2024 RSU grants: 895 RSUs to then-serving non-employee directors (excluding Schlosser and Ross); Schlosser initial 1,742 RSUs (Jul 2024), Ross initial 965 RSUs (Dec 2024) .
No performance metrics (e.g., TSR, revenue growth) are tied to director equity; vesting is time-based .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Shelton in the proxy biography . |
| Private/nonprofit boards/roles | Executive roles noted above; no related party board interlocks disclosed . |
Expertise & Qualifications
- Education: B.A. Computer Science (Morehouse); M.S. Education and M.B.A. (Stanford GSB) .
- Domain expertise: Corporate governance, legal/regulatory, public policy, strategic planning; senior leadership in public companies and government; deep education-sector experience .
- Financial literacy: Serves on Audit Committee; Board affirms committee members meet Nasdaq financial literacy requirements .
Equity Ownership
| Metric | 2023 (as of proxy) | 2024 (as of proxy) | 2025 (as of proxy) |
|---|---|---|---|
| Class A shares beneficially owned | 23,237 | 13,237 | 5,148 |
| % of shares outstanding | * (<1%) | * (<1%) | * (<1%) |
Ownership and trading policies:
- Anti-hedging: Directors are prohibited from hedging/monetization transactions (e.g., collars, forwards) .
- Pledging: Prohibited unless specifically approved by the Board; no pledging disclosed for NEOs; no pledging by Shelton disclosed .
- Insider Trading Policy: Pre-clearance and open-window trading for officers/directors; Rule 10b5-1 plans permitted under policy .
Governance Assessment
- Board effectiveness: Active membership on Audit and Nominating & Corporate Governance Committees positions Shelton at the center of financial oversight, risk management (including cybersecurity and sustainability-related risks), director nominations, and governance guideline stewardship .
- Independence and engagement: Affirmed independent; attendance at or above the 75% threshold; regular executive sessions of independent directors support robust oversight .
- Compensation alignment: Director pay is equity-heavy (e.g., $179,931 stock awards vs $47,750 cash in 2024), aligning incentives with shareholder outcomes; director equity is time-based without discretionary bonuses or short-term cash incentives .
- Ownership alignment: Beneficial ownership is modest but supported by unvested RSUs and outstanding options; company-wide anti-hedging/pledging policies mitigate misalignment risks .
- Conflicts/related-party: Proxy describes related-person transaction approval policies; no related-person transactions involving Shelton are described, and Audit Committee oversees related-party reviews .
RED FLAGS: None disclosed related to attendance, hedging/pledging, related-party transactions, or director pay anomalies in the latest proxy .