Natalie Glance
About Natalie Glance
Natalie Glance, Ph.D., is Duolingo’s Chief Engineering Officer (age 57). She has led Duolingo’s engineering organization since November 2022, after serving as SVP Engineering (2019–2022), VP Engineering (2017–2019), and Director of Engineering (2015–2017). Prior experience includes Engineering Manager at Google (2007–2015). She holds a B.A. in Physics from Princeton and a Ph.D. in Physics from Stanford . Duolingo’s FY2024 performance under the current executive team: revenue $748.0M (+41% YoY), net income $88.6M, bookings $870.6M (+40% YoY), and Adjusted EBITDA $191.9M (vs. $93.7M in FY2023) . For pay-versus-performance context, the company’s 2024 cumulative TSR implied by an initial $100 investment was $233.24 vs. a peer index at $110.18 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duolingo | Chief Engineering Officer | Nov 2022–present | Executive leadership of engineering |
| Duolingo | SVP Engineering | Dec 2019–Nov 2022 | Senior engineering management |
| Duolingo | VP Engineering | Feb 2017–Dec 2019 | Engineering leadership |
| Duolingo | Director of Engineering | Mar 2015–Feb 2017 | Built/led engineering teams |
| Engineering Manager | 2007–2015 | Managed engineering functions |
External Roles
No external board or committee roles disclosed for Natalie Glance .
Fixed Compensation
Multi-year summary compensation (reported under SEC rules; salary reflects mid-year changes; stock awards are grant-date fair value):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $602,917 | $673,333 | $713,333 |
| Bonus ($) | $5,000 | — | — |
| Stock Awards ($) | $3,178,486 | $3,183,753 | $3,233,066 |
| All Other Comp ($) | $15,250 | $17,000 | $17,250 |
| Total ($) | $3,801,653 | $3,874,086 | $3,963,649 |
Base salary policy and changes:
- 2024 base salary increased from $690,000 to $730,000 (+5.8%) per Compensation Committee review .
Performance Compensation
Duolingo emphasizes equity (time-based RSUs) for NEOs; no annual cash bonus program for executives other than founders’ legacy PSUs. RSUs vest in equal quarterly installments over four years; double-trigger acceleration applies upon change in control plus qualifying termination .
2024 plan-based award details:
| Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Metrics/Weighting |
|---|---|---|---|---|---|
| Time-based RSU | May 15, 2024 | 18,235 | $3,233,066 | Quarterly over 4 years | Not applicable (time-based) |
Outstanding unvested RSUs at 12/31/2024:
| Grant | Units Unvested | Market Value ($) at $324.23/share |
|---|---|---|
| May 12, 2021 RSU | 3,125 | $1,013,219 |
| May 13, 2022 RSU | 13,278 | $4,305,126 |
| May 15, 2023 RSU | 13,907 | $4,509,067 |
| May 15, 2024 RSU | 15,956 | $5,173,414 |
| Total | 46,266 | $15,000,826 |
2024 realized equity events:
| Type | 2024 Activity | Value Realized ($) |
|---|---|---|
| Options exercised | 22,394 shares | $3,962,608 |
| RSUs vested | 22,943 shares | $5,103,064 |
Policies and safeguards:
- No formal executive bonus plan; compensation is salary + equity .
- Clawback policy adopted in 2023 per Nasdaq and Rule 10D-1 .
- Anti-hedging; pledging prohibited unless Board-approved; none of NEOs have pledged .
- Insider Trading Policy requires trading windows and pre-clearance; 10b5-1 plans permitted .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 166,896 Class A shares; <1% of Class A outstanding |
| Options | 73,299 options exercisable within 60 days of April 15, 2025 |
| RSUs near-term | 6,306 RSUs scheduled to vest within 60 days of April 15, 2025 |
| Hedging/Pledging | Hedging prohibited; pledging prohibited unless Board-approved; none pledged by NEOs |
Outstanding option grants (fully vested; as of 12/31/2024):
| Vesting Commencement | Exercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| Feb 27, 2015 | 15,502 | 2.23 | Feb 27, 2025 |
| Feb 22, 2017 | 21,334 | 5.00 | Apr 7, 2027 |
| Feb 27, 2018 | 17,418 | 7.11 | Apr 20, 2028 |
| Jun 27, 2019 | 4,919 | 7.48 | Jun 27, 2029 |
| Sep 25, 2019 | 5,249 | 8.15 | Sep 25, 2029 |
| Feb 27, 2020 | 14,379 | 14.42 | Mar 10, 2030 |
| Mar 9, 2020 | 10,000 | 14.42 | Mar 10, 2030 |
Employment Terms
| Provision | Outside Change-in-Control (CIC) | CIC Window (3 months before to 12 months after) |
|---|---|---|
| Severance cash | 6 months base salary = $365,000 | 12 months base salary = $730,000 |
| Healthcare continuation | 6 months = $11,264 | 12 months = $22,528 |
| Bonus treatment | Not applicable (no formal bonus) | Pro-rated annual bonus at target, lump-sum (if any) |
| Equity acceleration | None | 100% acceleration of time-based RSUs; estimated $15,000,826 value |
| Employment arrangement | At-will; offer letter governs | Double-trigger requirement for acceleration |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($M) | $531.0 (derived: 2024 $748.0 +41% YoY) | $748.0 |
| Net Income ($M) | $16.1 | $88.6 |
| Bookings ($M) | $621.9 (derived: 2024 $870.6 +40% YoY) | $870.6 |
| Adjusted EBITDA ($M) | $93.7 | $191.9 |
Pay-versus-performance & TSR (context):
- 2024 Compensation Actually Paid to CEO and NEOs tracked favorably versus Duolingo’s TSR and Bookings growth; cumulative TSR value of $233.24 vs. peer index $110.18 in 2024 .
Governance and Compensation Committee Context
- Compensation Committee members: Chair Mario Schlosser; members Sara Clemens, John Lilly, Bonnie Ross; all independent .
- Independent compensation consultant: Compensia; no conflicts; advised on peer group and market data .
- 2024 compensation peer group includes subscription-focused software: Braze, DoubleVerify, Freshworks, GitLab, AppFolio, Bill.com, Box, Bumble, Chegg, Coursera, Instructure, nCino, PagerDuty, PowerSchool, Sprout Social, Udemy, Workiva, Zuora (select changes noted) .
Investment Implications
- Strong alignment via equity-heavy pay and time-based RSUs: As stock performance improves, realized compensation increases; absence of a cash bonus plan reduces short-term metric gaming but places emphasis on long-term equity value creation .
- Near-term supply considerations: Quarterly RSU vesting and material unvested RSU balance (~46,266 units; ~$15.0M at 12/31/24 pricing) imply regular share issuance cadence; 2024 option exercises and RSU vesting totaled ~$9.07M in value, which may create intermittent selling pressure depending on 10b5-1 plans and tax withholdings .
- Retention risk mitigants: Competitive base salary ($730k YE 2024) and substantial unvested equity; double-trigger CIC protection with full acceleration of time-based RSUs supports retention through strategic transactions .
- Governance safeguards: Clawback policy, anti-hedging/pledging, pre-clearance trading windows reduce misalignment and reputational risk; no perquisites beyond broad-based benefits; no deferred comp/programs .
- Performance backdrop: Duolingo’s FY2024 revenue/Bookings/Adjusted EBITDA growth and net income inflection underpin pay-for-performance narrative and justify continued equity emphasis for engineering leadership .