Robert Meese - Chief Business Officer | Duolingo (DUOL) Executive Profile & Compensation

About Robert Meese

Robert Meese is Duolingo’s Chief Business Officer (age 48), serving in this role since March 2021 after joining the company in September 2016. He holds dual B.S. degrees in Economics and Computer Science from the University of Pennsylvania and an M.B.A. from MIT, and previously led Games Business Development for Google Play. His tenure has coincided with strong company performance: FY2024 revenue grew 41% to $748.0M, net income was $88.6M, and Adjusted EBITDA reached $191.9M; cumulative TSR for a $100 investment reached 233.24 by 2024, reflecting substantial value creation over 2021–2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Duolingo	Chief Business Officer	Mar 2021 – Present	Tenure coincides with 41% FY2024 revenue growth ($748.0M), $88.6M net income, $191.9M Adjusted EBITDA, and rising cumulative TSR
Duolingo	Chief Revenue Officer	Dec 2018 – Mar 2021	Period preceded IPO and was part of bookings acceleration (e.g., FY2023 bookings +45% to $622.2M)
Duolingo	Vice President of Business	Sep 2016 – Dec 2018	Helped build commercial function ahead of later scale-up in subscriptions and bookings

External Roles

Organization	Role	Years	Strategic Impact
Google (Google Play)	Director, Global Head of Games Business Development	Aug 2008 – Sep 2016	Led games BD for Google Play, bringing partner and platform experience to Duolingo

Fixed Compensation

Metric	FY 2021	FY 2022	FY 2023	FY 2024
Base Salary (paid)	$389,527	$480,000	$497,500	$533,333
End-of-Year Base Salary (rate)	—	—	$510,000	$550,000 (7.8% YoY increase)
Cash Bonus (actual)	$750	$1,250	$0	$0
Perquisites/Other	$15,250	$15,250	$17,750	$17,250 (401k match)

Duolingo does not maintain a formal bonus plan and does not provide regular cash bonuses to NEOs; compensation emphasizes salary plus equity RSUs .

Performance Compensation

Equity Incentive Type	Grant Date	Shares/Units	Grant-Date Fair Value	Vesting	Key Terms
RSU	May 15, 2024	8,206	$1,454,924	Equal quarterly over 4 years	Double-trigger acceleration upon qualifying CIC termination
RSU	May 15, 2023	13,350	$1,910,252	Equal quarterly over 4 years	Double-trigger acceleration
RSU	2022 cycle	—	$2,444,976	Equal quarterly over 4 years (time-based RSUs)	Double-trigger acceleration
Stock Options	Various 2019–2020	9,375 @ $8.15; 5,625 @ $14.42; 20,000 @ $22.91 (all vested)	N/A	Fully vested	Standard options; no repricing disclosed

Performance metrics tied to compensation: for non-founder NEOs, equity awards are time-based RSUs and not contingent on specific financial metrics; company emphasizes “salary and equity” simplicity with at-risk pay via stock performance . Founders have separate PSU programs; Meese does not .

RSU Vesting and Recent Vested Value

Metric	FY 2023	FY 2024
RSUs Acquired on Vesting (#)	11,813	13,828
Value Realized Upon Vesting ($)	$1,741,724	$3,038,717

Equity Ownership & Alignment

As of	Total Beneficial Ownership (Class A)	Ownership % of Shares Outstanding	In-the-money/Exercisable Options	RSUs Vesting Within 60 Days	Notes
Apr 15, 2025	149,846 shares	<1%	35,000 options exercisable within 60 days	3,545 RSUs vesting within 60 days	Class B held primarily by founders; Meese is Class A holder

Anti-hedging: Hedging and monetization transactions are prohibited; pledging prohibited unless specifically approved by the Board. None of the NEOs have pledged company securities .
Trading controls: Insider Trading Policy requires pre-clearance and generally permits trading only during open windows; Rule 10b5-1 plans allowed under policy .

Outstanding Unvested RSUs (Year-End Snapshot)

Grant Cohort	Units Unvested @ 12/31/2024	Market Value ($)
May 2021 RSUs	1,329	$430,902
May 2022 RSUs	9,193	$2,980,646
May 2023 RSUs	8,344	$2,705,375
May 2024 RSUs	7,181	$2,328,296

Employment Terms

Provision	Terms
Employment	At-will; initial offer letter set title, salary, equity; proprietary information and invention assignment agreement
Severance (non-CIC)	Lump-sum equal to six months base salary + six months continued healthcare coverage (Other NEOs)
Change-in-Control (CIC) Double-Trigger	Lump-sum equal to one year base salary + pro-rated target bonus + up to 12 months healthcare + acceleration of time-based equity (Other NEOs)
Clawback	Nasdaq Rule 10D-1 compliant compensation recovery policy adopted in 2023; recoupment of erroneously awarded comp on restatement
Equity Practices	Time-based RSUs typically granted annually; not granted in anticipation of MNPI release; no NEO stock option grants since 2021
Anti-hedging/pledging	Hedging prohibited; pledging prohibited unless Board approved
Insider trading policy	Pre-clear trades; open-window trading; Rule 10b5-1 plans permitted

Potential Payments upon Termination (Illustrative)

Scenario (assumes 12/31/2024 and $324.23 stock)	Cash Severance	Healthcare Continuation	Accelerated Vesting Value	Total
Qualifying termination outside CIC	$275,000	$11,403	—	$286,403
Qualifying termination during CIC window	$550,000	$22,806	$8,445,219	$9,018,025

Performance & Track Record

Metric	FY 2021	FY 2022	FY 2023	FY 2024
Bookings ($000s)	$294,427	$428,647	$622,181	$870,601
Revenue ($MM)	—	—	$531.1 (+44% YoY)	$748.0 (+41% YoY)
Net Income ($000s)	$(60,135)	$(59,574)	$16,067	$88,280
Adjusted EBITDA ($MM)	—	—	$93.7	$191.9
Cumulative TSR (Value of $100)	76.33	51.17	163.19	233.24

Executive committee oversight and compensation governance continued to emphasize simplicity (salary + RSUs), at-risk pay, and double-trigger CIC protection while achieving strong growth across users, bookings, revenues, and Adj. EBITDA .

Expertise & Qualifications

Education: B.S. Economics and B.S. Computer Science (UPenn); MBA (MIT) .
Domain: Consumer tech, platform partnerships, subscriptions, games ecosystem from Google Play tenure .
Tenure: With Duolingo since 2016; CBO since 2021 .

Compensation Structure Analysis

Shift toward equity-heavy mix: RSUs are the predominant form of at-risk compensation; no standard cash bonus plan (reduces short-term payout certainty, increases stock-linked alignment) .
Salary increases: End-of-year base salary rose from $510,000 (2023) to $550,000 (2024), signaling market alignment and retention emphasis .
Option usage: Legacy options are fully vested; no NEO stock option grants after 2021—reduces repricing risk; ongoing retention via RSUs .
CIC protections: Double-trigger acceleration aligns with shareholder-friendly standards; provides retention through deal uncertainty .

Risk Indicators & Red Flags

Hedging/pledging: Prohibited; no pledges disclosed for NEOs—positive alignment .
Clawback: Adopted per Nasdaq Rule 10D-1—mitigates restatement risk .
Section 16 compliance: 2024 filings largely timely; late filings reported for founders, not Meese .
Options repricing: None disclosed—no red flag .

Equity Ownership & Alignment Guidelines

Executive stock ownership guidelines specifics not disclosed; the Corporate Governance Guidelines reference stock ownership generally, but no multiple-of-salary requirement is provided in the proxy .

Investment Implications

Alignment: Heavy RSU usage and anti-hedging/pledging policies align Meese’s incentives with long-term stock performance; double-trigger CIC terms are market-standard .
Retention: Salary increases and substantial unvested RSU balances suggest moderate retention hooks; however, quarterly RSU vesting plus exercisable options can create periodic selling pressure near vest dates, subject to policy windows and any 10b5-1 plans .
Pay-for-performance: Absence of cash bonus metrics shifts focus to stock price and company-level outcomes; the period has delivered strong bookings, revenue growth, and improved profitability, supporting equity value creation .
Trading signals: Watch Form 4 activity around quarterly vesting and open trading windows for potential insider selling flow; policy requires pre-clearance and open-window trading, which can cluster transactions temporally .