Sara Clemens
DuolingoAbout Sara Clemens
Independent Class III director at Duolingo since June 2020; current term expires at the 2027 annual meeting. Age 53. Former COO at Twitch (2018–2022) and Pandora (2014–2017), and VP Corporate Development at LinkedIn (2012–2013). Currently Senior Advisor to Blackstone Growth and director at Khosla Ventures Acquisition Co. III and Karat. Education: B.A. in English and M.A. (Hons), University of Canterbury (NZ). The Board affirms her independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twitch | Chief Operating Officer | Jan 2018 – Feb 2022 | Senior operating leadership at a scaled consumer tech platform |
| Pandora Media | Chief Operating Officer | 2014 – 2017 | Operating leadership in consumer subscription/media |
| VP, Corporate Development | 2012 – 2013 | Corporate development/M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackstone Growth | Senior Advisor | Current | External advisory role at a major investment platform (potential conflict consideration if portfolio companies transact with DUOL) |
| Khosla Ventures Acquisition Co. III | Director | Current | Public SPAC/holding company directorship |
| Karat | Director | Current | Private company board role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Board class/term | Class III; term expires 2027 |
| Committee assignments | Audit (member); Compensation (member); Mergers & Acquisitions (member) |
| Committee chairs | None (Audit chair: Gillian Munson; Compensation chair: Mario Schlosser; N&G chair: Amy Bohutinsky) |
| Meeting attendance | In 2024, all incumbent directors met at least 75% attendance of Board/committees on which they served (Board met 5x; Audit 4x; Compensation 4x; N&G 3x; M&A 4x) |
| Executive sessions | Independent directors meet at least twice annually without management |
| Leadership structure | CEO serves as Chair; Board may appoint lead independent director if Chair is not independent |
Fixed Compensation (Director Pay)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees paid (actual) | $52,875 | Total cash compensation for 2024 |
| Policy: Board annual cash retainer | $35,000 | Standard non-employee director retainer |
| Policy: Audit Committee member | $10,000 | Additional cash retainer |
| Policy: Compensation Committee member | $7,500 | Additional cash retainer |
| Policy: M&A Committee member | $4,000 | Additional cash retainer |
Performance Compensation (Director Equity)
| Grant | Metric/Instrument | Grant Value | Quantity | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 Annual Grant | RSUs (time-based) | $180,000 | 895 RSUs | Vests at next annual meeting (approx. 1 year), subject to continued service | Annual grant policy for directors with ≥6 months service; outstanding unvested as of 12/31/24: 895 RSUs |
| Change-in-control treatment | RSUs | — | — | Accelerates and becomes exercisable immediately prior to change in control | Applies to Initial and Annual Grants |
No director performance metrics are used; equity is time-based RSUs, aligning pay to stock performance via share value.
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Overlap with DUOL |
|---|---|---|
| Blackstone Growth | Senior Advisor | None disclosed (monitor for potential conflicts if portfolio companies engage with DUOL) |
| Khosla Ventures Acquisition Co. III | Director | None disclosed |
| Karat | Director | None disclosed |
Expertise & Qualifications
- International business, information services/technology, financial literacy, legal/regulatory compliance, executive compensation, business development, and risk management experience; senior leadership at scaled consumer tech/media companies.
- Board affirms independence; Audit Committee service indicates financial literacy.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 3,575 shares (<1% of Class A; not a significant holder) |
| Unvested RSUs (12/31/24) | 895 RSUs (scheduled to vest prior to next annual meeting) |
| Ownership guidelines | Corporate Governance Guidelines address “Stock ownership,” but no numeric director ownership multiple disclosed in proxy |
| Hedging/Pledging | Hedging prohibited; pledging prohibited unless specifically approved by the Board |
| Section 16 compliance | No director-specific delinquencies noted for 2024; overall, all insiders timely except late filings by two executives (not directors) |
Governance Assessment
- Strengths: Independent; serves on Audit, Compensation, and M&A committees; attendance ≥75%; RSU-based equity with 1-year vest aligns to shareholder outcomes; hedging prohibited and pledging tightly controlled.
- Alignment: 2024 director equity grant targeted at $180,000 with 895 RSUs; plus modest cash fees ($52,875). Unvested RSUs (895) support alignment through continued service.
- Conflicts/related-party: The proxy discloses no related person transactions; Audit Committee oversees related-party approvals. External role as Senior Advisor to Blackstone Growth warrants routine monitoring for potential conflicts; independence affirmed by Board.
- Red flags: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or compensation anomalies.