Luis von Ahn

About Luis von Ahn

Luis von Ahn, Ph.D., is Duolingo’s co-founder, Chief Executive Officer, and Chairman of the Board; he has served in these roles since August 2011 and is 46 years old . He holds a B.S. in Mathematics from Duke University and a Ph.D. in Computer Science from Carnegie Mellon University . Prior roles include CEO of reCAPTCHA, Inc. (2007–2009) until its acquisition by Google in 2009, and service on Root, Inc.’s board (Oct 2020–Oct 2022) . Duolingo’s pay-versus-performance disclosure shows strong shareholder value creation in 2023–2024 alongside improved profitability and rising bookings, indicating alignment between equity outcomes and long-term performance .

Key performance indicators

Past Roles

External Roles

Fixed Compensation

• Duolingo’s program for NEOs includes only salary and equity; the company does not provide variable cash incentives, and CEO cash compensation has remained flat since 2021, consistent with a long-term equity emphasis .

Performance Compensation

Duolingo granted one-time, 10-year performance-based PSU awards to its founders at IPO (July 27, 2021). Luis’s award comprises 1,200,000 PSUs that vest upon both service (25% annually from IPO) and achieving stock price hurdles based on 60-day trailing VWAP multiples of the $102 IPO price, with a one-year post-vesting holding requirement and settlement thereafter .

• 2024 vestings: 240,000 PSUs vested (Oct 18 and Nov 26, 2024) creating deferred settlement balances subject to one-year holding; value realized upon vesting in 2024 was $76,758,000, with an aggregate vested-but-unsettled balance of $77,815,200 at year-end .
• PSU clawback: In cases of cause/fraud/material misconduct, vested-but-unsettled PSUs may be clawed back at Board discretion .

Equity Ownership & Alignment

• Beneficial ownership and voting control
  • Dual-class structure: Class A = 1 vote/share; Class B = 20 votes/share; Class B convertible into Class A .
  • Luis von Ahn beneficially owns 3,382,421 shares of Class B common stock; this represents 38.7% of shares outstanding and 52.7% voting power, with de minimis Class A ownership .

• Outstanding awards as of Dec 31, 2024 | Award Type | Quantity | Exercise/Strike ($) | Expiration | Status/Value | |------------|----------|---------------------|------------|--------------| | Stock Options | 32,000 | 7.48 | 2/14/2029 | Exercisable | | Stock Options | 51,000 | 14.42 | 12/12/2029 | Exercisable | | Stock Options | 175,000 | 38.08 | 12/2/2030 | Exercisable | | PSUs (unearned at 12/31/24) | 660,000 | N/A | N/A | Market value $213,991,800 (using $324.23 close 12/31/24) |

• 2024 insider equity activity | 2024 Activity | Shares | Value ($) | |---------------|--------|-----------| | Options exercised | 267,000 | $78,797,315 | | PSUs vested (Oct/Nov 2024) | 240,000 | $76,758,000 | | Vested-but-unsettled PSU balance (12/31/24) | — | $77,815,200 |

• Hedging and pledging: Hedging is prohibited; pledging requires Board approval, and none of the NEOs has pledged company securities .

Employment Terms

• RSU change-in-control acceleration for NEOs: RSUs fully accelerate upon qualifying termination in the 3 months pre-/12 months post-CIC; CEO subject to the same RSU acceleration logic for time-based awards .
• Compensation recovery policy: The company discloses a compensation recovery policy and includes clawback language for founder PSUs in cases of fraud/material misconduct .

Board Governance

• Roles and tenure: Luis is CEO, President, Co-Founder, and Chairman; a Class III director whose term expires at the 2027 annual meeting .

• Committees and independence:

  • Compensation Committee: Mario Schlosser (Chair), Sara Clemens, John Lilly, Bonnie Ross; all independent per Nasdaq standards .
  • Audit Committee: Gillian Munson (Chair), Amy Bohutinsky, Jim Shelton, Sara Clemens .
  • Nominating & Corporate Governance: Amy Bohutinsky (Chair), Bing Gordon, Jim Shelton .
  • Mergers & Acquisitions: Sara Clemens, John Lilly, Bonnie Ross, Mario Schlosser .

• Executive sessions: Independent directors meet in private sessions at least twice annually; meeting attendance in 2024 was ≥75% for all incumbent directors across Board and committee meetings .

• Director compensation (non-employee policy):

  • Cash retainers: Board $35,000; Chair premiums and committee retainers as below .
  • Annual equity grants: $180,000 in RSUs; initial grants: $360,000 in RSUs; vesting schedules per program . | Position | 2024 Annual Cash Retainer ($) | |----------|-------------------------------| | Board Member | 35,000 | | Non-Executive Chair (additional) | 25,000 | | Audit Chair | 20,000 | | Compensation Chair | 15,000 | | Nominating Chair | 8,000 | | Audit Member | 10,000 | | Compensation Member | 7,500 | | Nominating Member | 4,000 | | M&A Committee Member | 4,000 |

• Say-on-pay: Annual advisory votes are held; Board recommends “FOR” and considers shareholder feedback in future decisions .

Dual-role implications (CEO + Chairman)

• Luis’s dual role concentrates strategic control; mitigants include fully independent Compensation Committee, routine executive sessions of independent directors, and active committee oversight across audit, nominating, and M&A . The corporate governance guidelines emphasize independence, executive sessions, director responsibilities, and succession planning .

Investment Implications

• Alignment and control: Luis’s 3.38M Class B shares confer 52.7% voting power and 38.7% ownership, strongly aligning him with long-term value creation while establishing effective control over strategic outcomes . The founder PSU program ties incremental equity realizations to sustained stock price hurdles, providing clear performance linkage .
• Near-term selling pressure: 240,000 PSUs vested in Oct/Nov 2024 are scheduled to settle after the one-year holding period in Oct/Nov 2025; together with 2024 option exercises, this creates potential supply overhang if shares are sold, a relevant trading consideration for liquidity and technicals .
• Pay-for-performance posture: CEO cash pay is minimal and unchanged since 2021, with realized equity outcomes driven by stock performance; company prohibits hedging and pledging (absent Board approval), reducing misalignment and governance risk .
• Retention and severance economics: The PSU structure includes service-based vesting with long-dated hurdles and one-year holding requirements, supporting retention. Severance is moderate outside CIC (1x salary and 12 months healthcare) and higher within CIC (1.5x salary, target bonus, 18 months healthcare, and accelerated time-based vesting), with tailored PSU treatment; investors should factor CIC terms into scenario analyses for control transactions .
• Governance quality: Independent committees, executive sessions, and formal governance guidelines indicate attention to oversight, though the CEO/Chair dual role warrants continued monitoring of board independence and shareholder engagement, including annual say-on-pay outcomes .