Mario Schlosser
DuolingoAbout Mario Schlosser
Mario Schlosser (age 46) is an independent Class I director of Duolingo, appointed in July 2024 with a current term running to the 2028 annual meeting. He is co‑founder of Oscar Health, Inc. and currently serves as its Chief Technology Officer and President of Technology; previously he was Oscar’s CEO (2012–2023). He holds a computer science degree (highest distinction) from the University of Hannover and an MBA from Harvard Business School, and has published 10 computer science papers including on trust in randomized networks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oscar Health, Inc. | Chief Executive Officer | Dec 2012 – Apr 2023 | Led company growth to >1M members |
| Oscar Health, Inc. | Chief Technology Officer & President of Technology | Apr 2023 – present | Oversees product and engineering |
| Vostu, Ltd. | Co‑founder; led analytics and game design | Aug 2006 – Nov 2012 | Consumer/social gaming operating experience |
| Bridgewater Associates | Senior Investment Associate | Aug 2007 – Mar 2010 | Investing/analytics background |
| Stanford University (CS) | Visiting researcher | Prior to Oscar | Algorithms for information dissemination in dynamic networks |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Oscar Health, Inc. (public) | Director | Dec 2012 | Public company directorship (OSCR) |
| Fraunhofer Institute for Applied Information Technology | Board member | N/A | Technology governance |
| Tech:NYC | Board member | N/A | Industry advocacy |
| One Mind At Work | Guiding Council | N/A | Workforce mental health |
Board Governance
- Independence: The Board determined Schlosser is independent under Nasdaq rules (8 of 10 directors independent) .
- Committee assignments and chair roles (2025 proxy):
- Compensation Committee: Chair (members: Schlosser, Sara Clemens, John Lilly, Bonnie Ross) .
- Mergers & Acquisitions Committee: Member (with Clemens, Lilly, Ross) .
- Committee expertise/process:
- Compensation Committee retains independent consultant (Compensia); no conflicts identified for 2024; scope includes executive, employee, and director compensation; authority to hire advisors; funding provided .
- Meetings and attendance:
- 2024 meetings held: Board (5), Audit (4), Compensation (4), Nominating & Governance (3), M&A (4). Each incumbent director then‑serving attended at least 75% of aggregate Board and applicable committee meetings in 2024 .
- Board structure and term: Classified board; Schlosser is Class I with term expiring at 2028 annual meeting, subject to re‑election .
- Executive sessions: Independent directors meet in private session at least twice per year .
- Shareholder support (election results, 2025 meeting): Votes For 156,145,394; Withheld 101,958; Broker Non‑Votes 3,020,619 .
Fixed Compensation (Director)
| Component | Amount | Period/Terms |
|---|---|---|
| Cash fees paid | $8,750 | Reported 2024 director cash compensation (pro‑rated partial year) |
| Equity awards (grant‑date fair value) | $340,091 | Reported 2024 director stock awards (RSUs) |
| Total director compensation | $348,841 | 2024 total |
| Standard annual cash retainers (policy) | Board member: $35,000; Compensation Chair: $15,000; Compensation member: $7,500; M&A member: $4,000; Audit Chair: $20,000; N&G Chair: $8,000 | Effective 2024 program; additional Non‑Executive Chair retainer $25,000 |
Notes:
- Under the 2024 Director Compensation Program, initial RSU grant sized at $360,000 at appointment; annual RSU grant sized at $180,000 at each annual meeting; no separate meeting fees disclosed .
Performance Compensation (Director)
| Award | Grant date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU grant (upon joining Board) | Jul 2024 | 1,742 | Vests in three substantially equal annual installments | Initial Grant sized per policy; reported as unvested as of 12/31/2024 |
| Annual RSU grant | Jun 11, 2025 | 379 | Vests on/before next annual meeting (one‑year) | Reported on Form 4; annual grant structure per policy |
- Director equity is time‑based RSUs; no performance‑metric‑based vesting for directors. Change‑in‑control: director RSUs vest in full immediately prior to a change in control under the plan .
Other Directorships & Interlocks
- Current public company board: Oscar Health, Inc. (OSCR) — director since 2012 .
- No interlocks or related‑party transactions involving Schlosser are disclosed in the “Certain Transactions with Related Persons” section of the 2025 proxy (the section describes policy and indemnification; no Schlosser‑specific transactions presented) .
Expertise & Qualifications
- Corporate governance, financial literacy, information services/technology, cybersecurity and data privacy, business development, strategic planning; senior leadership across technology companies .
- Education: Computer Science, University of Hannover (highest distinction); MBA, Harvard Business School .
- Publications: Author of 10 computer science publications, including a seminal paper on trust in randomized networks .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | Less than 1% of outstanding shares as of April 15, 2025 (row shows “—, *”) |
| Unvested director RSUs outstanding (12/31/2024) | 1,742 RSUs |
| 2025 Annual RSU grant | 379 RSUs granted 6/11/2025 (reported 6/20/2025) |
| Hedging/pledging | Company policy prohibits hedging; pledging prohibited unless specifically approved; policy applies to directors |
Insider transactions (Forms 4):
| Date | Type | Security | Amount | Price | Note |
|---|---|---|---|---|---|
| Jul 3, 2024 | Initial RSU grant at appointment | Class A RSUs | 1,742 | — | Director initial grant (RSUs) |
| Jun 11, 2025 (filed Jun 20) | Annual RSU grant | Class A RSUs | 379 | — | Annual meeting grant (RSUs) |
Governance Assessment
- Board effectiveness signals: Independent director; chairs Compensation Committee with independent consultant oversight (Compensia), no consultant conflicts reported; committees met regularly (Comp: 4x in 2024). Strong shareholder support in 2025 election (156.1M FOR vs 0.1M WITHHELD) .
- Independence and attendance: Board affirmatively deems him independent; all incumbent directors attended ≥75% of meetings in 2024; independent directors meet in executive session at least twice annually .
- Compensation/ownership alignment: Director pay is equity‑heavy (2024: $340,091 equity vs $8,750 cash), with time‑based RSUs and standard chair/member retainers; anti‑hedging policy in place; change‑in‑control vests director equity, aligning incentives in transactions .
- Related‑party/conflicts: No related‑party transactions involving Schlosser are disclosed; Audit Committee oversees related‑party transaction approvals under adopted policy .
- Say‑on‑pay and investor engagement context: Company holds annual say‑on‑pay; Compensation Committee (which he chairs) oversees human capital and compensation philosophy .
RED FLAGS to monitor:
- External time commitments: Concurrent CTO/President of Technology role at Oscar Health and multiple external boards; while permissible and independence affirmed, investors often monitor time allocation for committee chairs .
- Change‑in‑control acceleration: Full vesting of director RSUs at change‑in‑control could be viewed as entrenchment risk by some investors, though it is a common market practice .