Duolingo, Inc.
For the period ended Apr 17, 2026. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2026 · Filed Apr 17, 2026
Contents
Pay Versus Performance Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
Pay Versus Performance Table
| Year · Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($) (1) (2) · Compensation Actually Paid to PEO ($) (3) · Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”) ($) (4) · Average Compensation Actually Paid to Non-PEO NEOs ($) (5) · Value of Initial Fixed $100 Investment Based on: · Net Income (Loss) (in thousands) ($) (8) · Bookings(in thousands) ($) (9) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Stockholder Return (“TSR”) ($) (6) · Peer Group Total Stockholder Return ($) (7) | ||||||||
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) | ||||||||
| 2025 | 767,500 | (44,243,186) | 4,296,817 | (384) | 126.25 | 109.30 | 414,067 | 1,158,425 |
| 2024 | 767,250 | 129,007,495 | 3,434,113 | 7,588,271 | 233.24 | 110.18 | 88,280 | 870,601 |
| 2023 | 766,500 | 139,895,921 | 3,073,720 | 12,060,643 | 163.19 | 87.60 | 16,067 | 622,181 |
| 2022 | 765,250 | (31,645,908) | 3,186,268 | 493,793 | 51.17 | 63.21 | (59,574) | 428,647 |
| 2021 | 74,431,300 | 78,011,817 | 19,725,455 | 21,789,694 | 76.33 | 96.35 | (60,135) | 294,427 |
(1)Luis von Ahn served as our principal executive officer (“PEO”) during 2021, 2022, 2023, 2024 and 2025.
(2)The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2025 Summary Compensation Table” of this Proxy Statement and our proxy statement for 2025.
(3)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total reported compensation for each year to determine the compensation actually paid:
| Year | Name of PEO | Reported Summary Compensation Table for PEO ($) | (Less) Reported Value of Equity Awards ($) (a) | Plus/(Minus) Equity Award Adjustments ($) (b) | (Equals) Compensation Actually Paid ($) |
|---|---|---|---|---|---|
| 2025 | Luis von Ahn | 767,500 | — | (45,010,686) | (44,243,186) |
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the year-end fair value of any equity awards granted in a prior year that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year, (vi) less the value of all unvested awards as of the end of the prior fiscal year. The valuation methodologies use to estimate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| DUOLINGO 2026 PROXY STATEMENT | 50 |
|---|
| Year | Name of PEO | Fair Value at End of Year of Outstanding and Unvested Equity Granted in a Current Year ($) | Change in Fair Value of Outstanding and Unvested Equity Granted in Prior Year ($) | Fair Value of Equity Vesting During the Year that was Granted in Current Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) |
|---|---|---|---|---|---|---|
| 2025 | Luis von Ahn | — | (62,749,990) | — | 17,739,304 | (45,010,686) |
(4) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, 2023, 2024, and 2025, Matthew Skaruppa, Natalie Glance, Robert Meese and Stephen Chen; (ii) for 2021, Severin Hacker and Matthew Skaruppa.
(5)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 3 above:
| Year | Average Reported Summary Compensation Table for Non-PEO NEOs ($) | (Less) Reported Value of Equity Awards ($) (a) | (Plus/Minus) Equity Award Adjustments ($) (c) | (Equals) Compensation Actually Paid to Non-PEO NEOs ($) |
|---|---|---|---|---|
| 2025 | 4,296,817 | 3,609,525 | (687,676) | (384) |
(c) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Fair Value at End of Year of Outstanding and Unvested Equity Granted in a Current Year ($) | Change in Fair Value of Outstanding and Unvested Equity Granted in Prior Year ($) | Fair Value of Equity Vesting During the Year that was Granted in Current Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) |
|---|---|---|---|---|---|
| 2025 | 1,044,883 | (2,955,600) | 217,600 | 1,005,441 | (687,676) |
(6) Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends on our common stock for the measurement period (if any), assuming dividend reinvestment, and (ii) the difference between the closing trading price per share of our Class A common stock at the end and the beginning of the measurement period by (b) our the closing trading price per share of our Class A common stock at the beginning of the measurement period.
(7)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Software & Services Select Industry Index (^SPSISS).
(8)The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year (in thousands).
(9)Although we use numerous financial and nonfinancial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that bookings, defined as the amounts we receive from a purchase of any Duolingo subscription offering, a purchase of a Duolingo English Test, an in-app purchase for a virtual good, and from advertising networks for advertisements served to our users, is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our corporate performance.
| DUOLINGO 2026 PROXY STATEMENT | 51 |
|---|
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