DUOLINGO INC CLASS A (DUOL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
DUOLINGO INC CLASS A · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bohutinsky has served since June 2020 (about 6 years), bringing strong consumer technology and operational experience; the 3-year TSR trigger does not apply because Duolingo's 3-year return of -26.1% is only 0.7 percentage points below the compensation peer group median of -25.4%, well under the 20pp threshold required to trigger a No vote, and no other disqualifying flags (overboarding, attendance, independence) are present.
Ross joined the board in December 2024, less than 24 months ago, placing her within the new-director exemption from the TSR trigger; she brings relevant consumer technology and gaming industry experience with no other disqualifying flags.
Shelton has served since October 2020 (about 5.5 years) with relevant education-sector and governance experience; the 3-year TSR trigger does not apply because Duolingo's 3-year underperformance versus the peer group median is only 0.7 percentage points, far below the 20pp threshold, and no other disqualifying flags are present.
All three Class II director nominees pass the TSR trigger check under the named peer group benchmark — Duolingo's 3-year return of -26.1% is only 0.7pp below the peer median of -25.4%, well within the 20pp threshold for a negative absolute TSR situation. Bonnie Ross is additionally exempt as a director who joined within the past 24 months. No overboarding, attendance, or independence concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Luis von Ahn
Total Comp
$767,500
Prior Support
N/A
The CEO's total reported compensation of $767,500 consists almost entirely of base salary, which is quite modest for a founder-CEO of a $4.7B technology company, and the co-founders' long-term equity comes in the form of a one-time IPO-era performance award tied to demanding stock price hurdles — a structure that closely aligns their interests with shareholders. Non-CEO named executive officers receive the vast majority of their pay (roughly 81% on average) in time-based stock awards, creating meaningful alignment with shareholder outcomes, and the company has a formal clawback policy meeting Nasdaq and SEC requirements. The overall program is straightforward, conservative in fixed costs, and does not exhibit the pay-for-performance disconnect or above-benchmark excess that would warrant a No vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$1,786,488
Non-Audit Fees
$558,049
Deloitte has audited Duolingo since 2018 (approximately 8 years), well below the 25-year tenure threshold; non-audit fees (tax services of $558,049) represent about 31% of audit fees ($1,786,488), comfortably below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of Duolingo's size and complexity; no material restatements are disclosed.
Overall Assessment
The 2026 Duolingo annual meeting presents three standard proposals — director elections, auditor ratification, and Say-on-Pay — all of which pass policy screens and warrant a FOR vote. The director TSR trigger does not fire under the named peer group benchmark (only 0.7pp underperformance versus the required 20pp threshold), the auditor relationship is clean with modest non-audit fees and reasonable tenure, and the executive compensation program is unusually lean with a very low-cost CEO salary and performance-tied founder equity.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing