Severin Hacker
DuolingoAbout Severin Hacker
Severin Hacker, Ph.D., is Duolingo’s Co‑Founder, Chief Technology Officer, and a Class III Director serving since August 2011; he is 40 years old, with a B.S. in Computer Science from ETH Zurich and a Ph.D. in Computer Science from Carnegie Mellon University . Under his technical leadership, Duolingo delivered strong operational results: 2024 bookings rose 40% to $870.6M, revenues increased 41% to $748.0M, net income reached $88.6M (vs. $16.1M in 2023), and Adjusted EBITDA doubled to $191.9M (vs. $93.7M) . On shareholder outcomes, the company’s pay‑versus‑performance disclosure shows the value of a $100 initial investment at $233.24 by year‑end 2024, evidencing robust TSR since IPO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duolingo, Inc. | Co‑Founder, CTO | 2011–present | Built and scaled core learning platform; co-led AI/product R&D underpinning user growth and monetization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Hacker |
Fixed Compensation
- Not disclosed in the 2024 and 2025 NEO tables (CTO was not an NEO in those years) .
Performance Compensation
Special Multi‑Year Performance‑Based Founder PSU Award (granted at IPO; 10‑year term; service + performance conditions; one‑year post‑vesting holding requirement). Hacker received 600,000 PSUs across 10 stock‑price tranches; vesting requires remaining CTO and Duolingo’s 60‑day trailing VWAP meeting price hurdles set at multiples of the $102 IPO price .
| Tranche | Stock Price Hurdle | PSUs (Hacker) | Performance Achieved | Settlement/Status |
|---|---|---|---|---|
| 1 | $127.50 | 30,000 | Achieved in 2021 | Released Aug 14, 2023 after service and hold |
| 2 | $153.00 | 30,000 | Achieved in 2021 | Released Aug 14, 2023 after service and hold |
| 3 | $178.50 | 30,000 | Achieved Nov 22, 2023 | Released Nov 22, 2024 after service and hold |
| 4 | $204.00 | 60,000 | Achieved Dec 26, 2023 | Released Dec 26, 2024 after service and hold |
| 5 | $255.00 | 60,000 | Achieved Oct 18, 2024 | Settlement after one‑year hold (Oct 2025) |
| 6 | $306.00 | 60,000 | Achieved Nov 26, 2024 | Settlement after one‑year hold (Nov 2025) |
| 7 | $357.00 | 60,000 | Not disclosed as achieved | Unvested (performance) |
| 8 | $408.00 | 60,000 | Not disclosed as achieved | Unvested (performance) |
| 9 | $612.00 | 90,000 | Not disclosed as achieved | Unvested (performance) |
| 10 | $816.00 | 120,000 | Not disclosed as achieved | Unvested (performance) |
Key mechanics:
- Service condition: 25% satisfied on each IPO anniversary while serving as CTO .
- Change‑in‑control: service deemed satisfied; earned PSUs measured at transaction price; no automatic acceleration; unearned PSUs forfeited; linear interpolation if price falls between hurdles .
- Death/disability: service condition deemed satisfied; vested PSUs settled; unvested PSUs remain eligible for two years for price hurdles .
- Misconduct: clawback on vested but unsettled units at Board discretion .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Class A: 72 shares (<1%). Class B: 3,188,244 shares (50.2% of Class B); Voting power: 37.2% given 20 votes per Class B share . |
| Vested vs Unvested PSUs | As of 12/31/2024, performance/service achieved for tranches 1–6 (270,000 PSUs). Tranches 5–6 settled after one‑year holding period in Oct/Nov 2025; tranches 7–10 remain unearned/unvested pending price hurdles . |
| Hedging/Pledging Policy | Company prohibits hedging; pledging prohibited unless specifically approved by the Board; trading requires pre‑clearance and occurs in open windows or via Rule 10b5‑1 plans . |
| Director Ownership Program | Non‑employee director equity program (initial and annual RSUs); Hacker is an employee director, so the non‑employee program terms are for outside directors . |
Employment Terms
- Offer letters provide at‑will employment; standard IP assignment; CTO‑specific base/severance terms not disclosed as an NEO in 2024/2025 .
- PSU agreement governs Hacker’s founder award with detailed change‑in‑control, death/disability, holding, and clawback provisions as above .
- Company‑wide clawback policy (adopted in 2023) requires recovery of erroneously awarded compensation for current/former executive officers after restatements, administered by the Compensation Committee .
Board Governance
- Board class: Hacker is a Class III director, re‑elected in 2024 to a term expiring at the 2027 annual meeting .
- Committees: Membership lists indicate committees comprised of independent directors; Hacker is not listed on Audit, Compensation, Nominating, or M&A committees .
- Independence: Board determined eight of ten directors are independent; management directors (CEO/CTO) are not independent under Nasdaq rules .
- Leadership structure: CEO Luis von Ahn serves as Chairman; guidelines allow appointment of a Lead Independent Director when Chair is not independent .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and assigned committee meetings; Board met 5x (Audit 4x, Compensation 4x, Nominating 3x, M&A 4x) .
- Executive sessions: Independent directors meet at least twice a year without management .
Director Compensation
- Non‑employee director cash retainers in 2024: Board $35,000; committee chairs/members per schedule; initial RSU grant $360,000 (vest 3 years), annual RSU grant $180,000 (vest 1 year). Change‑in‑control accelerates vesting of director awards . Hacker, as an employee director, is outside the non‑employee program .
Compensation Structure Analysis
- Co‑founder equity: Long‑dated PSU structure ties realized value to sustained stock‑price hurdles and ongoing service, evidencing high pay‑for‑performance alignment and long‑term retention via 10‑year term and one‑year holding post‑vest .
- Governance protections: Double‑trigger acceleration for RSUs in general and clawback policy reduce pay‑for‑failure risk; anti‑hedging policy supports alignment .
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Bookings ($000s) | $622,181 | $870,601 |
| Revenue ($000s) | $531,100 | $748,000 |
| Net Income ($000s) | $16,067 | $88,280 |
| Adjusted EBITDA ($000s) | $93,700 | $191,900 |
| TSR: $100 initial investment value | $163.19 | $233.24 |
Risk Indicators & Red Flags
- Dual‑class structure concentrates voting control: Hacker’s Class B holdings confer ~37% voting power, with CEO/CTO together holding majority voting control, raising typical independence concerns mitigated by majority‑independent board and independent committees .
- Potential settlement windows: One‑year holding requirement on PSU tranches 5–6 implies share settlement in Oct/Nov 2025, creating potential supply overhang around those dates absent 10b5‑1 plans and company trading windows .
- No disclosed hedging/pledging by executives; company policy prohibits hedging and pledging unless Board‑approved .
Compensation Peer Group (Benchmarking)
- The Compensation Committee reviews a peer set annually; 2024 changes emphasized consumer/subscription software peers (adds: Braze, DoubleVerify, Freshworks, GitLab; removes: several enterprise names), with ranges used to inform market positioning .
Say‑on‑Pay & Shareholder Feedback
- Duolingo holds annual say‑on‑pay votes; Board recommends “FOR” on NEO compensation; frequency set to yearly .
Investment Implications
- Alignment: Hacker’s large beneficial ownership and long‑dated performance stock awards tightly couple his incentives to sustained TSR; anti‑hedging and clawback policies further align outcomes with shareholders .
- Retention vs overhang: PSU tranches 5–6 settling in late 2025 suggest potential short‑term supply overhang; however, continued high performance is required to unlock remaining tranches (7–10), supporting long‑term execution focus and retention .
- Governance balance: While CEO/Chair dual‑role and dual‑class voting concentration reduce board independence, majority‑independent directors, independent committees, and regular executive sessions provide oversight scaffolding; investors should monitor committee composition and independence disclosures annually .
Notes on Board Service History and Dual‑Role Implications: Hacker has served on Duolingo’s board since 2011; he is part of management and not independent under Nasdaq rules, and is not listed on standing committees. CEO Luis von Ahn is both CEO and Chairman, with guidelines permitting a Lead Independent Director when the chair is not independent .