John Lilly
DuolingoAbout John Lilly
John Lilly, age 54, is an independent Class I director of Duolingo, serving since December 2021. He is a venture partner at Greylock Partners (since 2011), and previously served as CEO and COO of Mozilla; he holds B.Sc. and M.Sc. degrees in computer science from Stanford University. The Board determined Lilly is independent under Nasdaq rules. He is standing for re‑election in 2025 for a term through the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mozilla Corporation | CEO (2008–2010); COO and Director (2006–2008); VP Business Development (joined 2005) | 2005–2010 | Led the organization behind Firefox; senior operating and governance experience |
| Reactivity (acquired by Cisco) | Founder; CEO; CTO; VP Products | Through 2007 acquisition | Founder/operator track record; successful exit to Cisco |
| Apple; Sun Microsystems; Trilogy Software | Staff positions | Not disclosed | Broad-scale tech operating experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Greylock Partners | Venture Partner | Since January 2011 |
| Open Source Applications Foundation | Board member (non-profit) | Prior service noted |
| Participatory Culture Foundation | Board member (non-profit) | Prior service noted |
Board Governance
- Classification and term: Class I director; up for election in 2025 for a term to the 2028 annual meeting. Board size is 10; board is classified into three classes.
- Independence: Board affirmatively determined Lilly is independent under Nasdaq rules (eight of ten directors independent).
- Committees: Compensation Committee (member); Mergers & Acquisitions Committee (member). Not a chair.
- Attendance: In 2024, each incumbent director then-serving attended at least 75% of aggregate meetings of the Board and committees on which they served. Executive sessions of independent directors held at least twice a year.
- Annual meeting attendance: Four board members attended the 2024 annual meeting (no per-director disclosure).
- Policies: Anti‑hedging policy prohibits hedging; pledging prohibited unless specifically approved. Insider trading policy requires pre-clearance and trading windows.
Fixed Compensation
| Director | Year | Cash Fees ($) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|---|
| John Lilly | 2024 | 44,875 | 179,931 | 224,806 |
Director cash retainer schedule for 2024 (for context):
- Board member annual retainer: $35,000; Compensation Committee member: $7,500; M&A Committee member: $4,000; Chair adders (if applicable): Compensation $15,000; Audit $20,000; Nominating $8,000; Non‑Executive Chair $25,000.
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant (2024) | June 2024 | 895 | Included in $179,931 above | Vests in full immediately prior to next annual meeting (approx. 1 year), subject to service | Annual grant to then-serving non-employee directors (except new appointees) was 895 RSUs |
| Unvested RSUs outstanding (12/31/2024) | — | 895 | N/A | Per plan | John Lilly held 895 unvested RSUs at YE 2024 |
Change-in-control treatment: Director initial and annual RSUs vest in full immediately prior to a change in control.
No performance-conditional (metrics-based) director pay: Non‑employee director equity is time‑based RSUs; no TSR/financial metric linkage disclosed for directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for John Lilly in the last five years in the director biography section (bios list such roles when applicable). |
| Committee roles at other companies | Not disclosed. |
| Interlocks/related-party linkages | No related‑person transactions involving John Lilly disclosed; Audit Committee reviews/approves any related‑person transactions under written policy. |
| Section 16 compliance | Proxy notes late Form 4s for two insiders (Hacker and von Ahn); no delinquencies noted for Lilly in 2024. |
Expertise & Qualifications
- Technology/operator: CEO/COO experience at Mozilla; founder/CTO background; operating roles at Apple, Sun, Trilogy.
- Investment/compensation: Venture partner at Greylock since 2011; Board cites his executive compensation and strategic planning experience as qualifications.
- Education: B.Sc. and M.Sc. in computer science (Stanford).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Class B Shares | % of Class B Outstanding | Notes |
|---|---|---|---|---|---|
| John Lilly | 6,525 | ~0.017% (6,525 / 39,240,133) | — | — | Less than 1% overall; no Class B reported. |
| Unvested RSUs (12/31/2024) | 895 | — | — | — | Not included in beneficial ownership until vest. |
Policies affecting alignment:
- Anti‑hedging/pledging: Hedging prohibited; pledging prohibited absent Board approval. No pledging disclosed for Lilly.
- Ownership guidelines: Corporate Governance Guidelines identify stock ownership as a topic, but numeric director ownership guidelines are not disclosed in the proxy.
Governance Assessment
- Board effectiveness and independence: Lilly is an independent director serving on two key committees (Compensation and M&A), with the Board confirming independence under Nasdaq standards—supportive of oversight quality. 2024 attendance met the 75% threshold; independent-only executive sessions occur at least twice per year.
- Compensation alignment: Director pay structure is standard—modest cash retainer plus annual time‑based RSUs; CoC double‑trigger vesting for directors is typical. No performance metrics apply to director equity, which is consistent with market norms.
- Conflicts/related-party exposure: The proxy discloses policies and Audit Committee oversight for related‑person transactions and does not identify any related‑party transactions involving Lilly; Board considered relationships with significant stockholders when assessing independence. Monitor for potential venture/interlock overlaps given Greylock affiliation; none disclosed.
- Risk indicators and red flags:
- No Section 16(a) delinquency noted for Lilly in 2024.
- Company-wide anti‑hedging policy reduces misalignment risk; pledging restricted.
- Structural context: Dual‑class structure concentrates voting control with founders (Class B carries 20 votes/share), which can limit minority stockholder influence; not Lilly-specific but relevant to overall governance environment.
Overall: No director‑specific red flags identified for John Lilly in the latest proxy. Independence, standard committee assignments, and a straightforward director pay program support investor confidence, with ongoing attention warranted for any future venture‑related interlocks or related‑party transactions (none currently disclosed).