Matthew Skaruppa - Chief Financial Officer | Duolingo (DUOL) Executive Profile & Compensation

About Matthew Skaruppa

Matthew Skaruppa, 43, has served as Duolingo’s Chief Financial Officer since February 2020. He holds a B.S. in Chemical Engineering from Northwestern University and an M.B.A. from the Stanford Graduate School of Business . Prior roles include Vice President at Goldman Sachs (2016–2020), Principal at KKR Capstone (2010–2015), and consultant at Bain & Company (2004–2008) . Company performance in 2024: bookings $870.6 million (+40% YoY), revenues $748.0 million (+41% YoY), net income $88.6 million (vs. $16.1 million prior year), and adjusted EBITDA $191.9 million (vs. $93.7 million prior year) . Duolingo’s cumulative TSR values used in pay-versus-performance disclosure show an initial $100 investment worth $233.24 at year-end 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Goldman Sachs	Vice President	2016–2020	Not disclosed
KKR Capstone	Principal	2010–2015	Not disclosed
Bain & Company	Consultant	2004–2008	Not disclosed

External Roles

None disclosed .

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	629,167	673,333	713,333
Bonus ($)	—	—	—
Stock Awards ($)	3,178,486	3,183,753	4,849,687
All Other Compensation ($)	15,250	16,500	17,250
Total ($)	3,822,903	3,873,586	5,580,270

Base Salary Progression	Beginning 2024	End 2024	% Increase
CFO (Skaruppa)	$690,000	$730,000	5.8%

Duolingo does not maintain a formal bonus plan; executive pay consists of salary and equity .

Performance Compensation

Metric	Weighting	Target	Actual	Payout	Vesting
Annual cash bonus	0%	N/A	N/A	N/A	N/A
RSUs (time-based)	100% of equity component	Target grant values set by role/market	Grants approved annually	Shares vest pro-rata	Equal quarterly over 4 years; double-trigger CIC acceleration

2024 RSU grant details:

Grant Date	Award Type	Shares Granted	Grant-Date Fair Value ($)	Vesting Terms
May 15, 2024	Time-based RSUs	27,353	4,849,687	Quarterly over 4 years; 100% vest if terminated without cause/for good reason within 3 months pre- to 12 months post-change in control (subject to release)

Compensation design notes:

Executive equity delivered as RSUs for NEOs other than founders; time-based vesting intended to align with long-term value creation and retention .
No variable cash compensation “at present” to emphasize alignment via equity and stock price outcomes .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership (Class A)	17,277 shares; less than 1%
Shares acquirable within 60 days	1,378 via options; 6,877 via RSUs
Hedging policy	Hedging prohibited; trading only in open windows or pre-approved 10b5-1 plans
Pledging	Prohibited unless specifically approved; no NEO pledges
Ownership guidelines	Not disclosed

Outstanding equity at 12/31/2024 (CFO):

Type	Vesting Commencement	Shares/Units Unvested	Market Value ($)
RSUs (grant 4/7/2021)	4/7/2021	3,125	1,013,219
RSUs (grant 5/13/2022)	5/13/2022	13,278	4,305,126
RSUs (grant 5/15/2023)	5/15/2023	13,907	4,509,067
RSUs (grant 5/15/2024)	5/15/2024	23,934	7,760,121
Options (exercisable)	2/24/2020	6,378	Exercise price $14.42; expires 3/10/2030

2024 realizations (liquidity indicators):

Type	Shares	Value Realized ($)
Options exercised	141,535	30,414,271
RSUs vested	24,083	5,393,570

Employment Terms

Employment arrangement: Offer letter; at-will; standard proprietary information and invention assignment agreement .
Severance and change-in-control framework (double-trigger):
- Outside CIC: lump sum equal to six months of base salary; continued healthcare for six months (estimated CFO healthcare amount shown as $0 at 12/31/2024) .
- Within 3 months pre- to 12 months post-CIC: lump sum equal to 1x base salary; pro-rated annual bonus, if any, at target; up to 12 months healthcare; accelerated vesting of all time-based RSUs (CFO estimated accelerated vesting value $17,587,533 at 12/31/2024; cash severance $730,000; healthcare estimated $0) .
Clawback: Policy adopted in 2023 in compliance with Nasdaq Rule 10D-1; applies to current/former executive officers and requires recoupment of erroneously awarded compensation upon a restatement .
Insider trading policy: Trading only in open windows; mandatory pre-clearance; 10b5-1 plans permitted; anti-hedging enforced .
Anti-pledging: Prohibits pledging absent Board approval; none pledged by NEOs .

Estimated payments at 12/31/2024 (illustrative per proxy table):

Scenario	Cash Severance ($)	Healthcare Continuation ($)	Accelerated Vesting Value ($)	Total ($)
Outside CIC	365,000	—	—	365,000
During CIC window	730,000	—	17,587,533	18,317,533

Governance and Shareholder Signals

2025 Say-on-Pay: Approved; votes FOR 154,319,307, AGAINST 1,906,517, ABSTAIN 21,528; broker non-votes 3,020,619 .
Annual meeting and Board oversight practices summarized in proxy (committee independence, compensation consultant Compensia engagement, no conflicts) .

Investment Implications

Pay-for-performance alignment: CFO’s compensation is heavily equity-based via time-based RSUs; no annual cash bonus. This emphasizes long-term stock performance and retention but provides limited near-term operating metric linkage for payouts, increasing reliance on equity value creation rather than explicit KPI targets .
Vesting cadence and potential selling pressure: Quarterly RSU vesting over four years and substantial 2024 option exercises ($30.4 million value realized) indicate recurring equity liquidity events; trading is constrained to open windows or pre-approved 10b5-1 plans under strict insider policy and anti-hedging rules .
Retention and change-in-control economics: Double-trigger CIC protection with 1x salary and full acceleration of time-based RSUs supports management continuity in strategic transactions while avoiding single-trigger windfalls; estimated CIC acceleration value for CFO underscores sensitivity of payouts to stock price levels at termination .
Alignment and risk controls: No hedging/pledging, clawback in place, modest perquisites (401k match), and absence of tax gross-ups reflect shareholder-friendly practices that reduce governance risk .