Duolingo (Nasdaq: DUOL) appoints Sallie Krawcheck to board and audit committee
Rhea-AI Filing Summary
Duolingo, Inc. expanded its Board of Directors from nine to ten members and appointed Sallie Krawcheck as an independent Class I director, effective August 10, 2026. She will serve on the Board’s Audit, Risk and Compliance Committee, with a term running until the 2028 annual stockholders’ meeting, subject to customary conditions.
Her compensation under Duolingo’s Non-Employee Director Compensation Program includes annual cash retainers of $45,000 for Board service and $10,000 for Audit Committee service, plus equity awards: an initial RSU grant valued at $450,000, a prorated annual RSU award valued at $180,000, and, subject to tenure conditions, ongoing annual RSU awards valued at $215,000, each converted into RSUs based on the closing price of Duolingo’s Class A common stock and vesting over one to three years with continued service.
Duolingo highlighted Ms. Krawcheck’s three decades of senior financial and operating experience, including founding Ellevest, which she led to $2.4 billion in assets under management, and prior roles as Chief Financial Officer of Citigroup and Chief Executive Officer of several major wealth management businesses.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board cash retainer: $45,000 per year
Audit Committee retainer: $10,000 per year
Initial RSU award value: $450,000
+3 more
6 metrics
Board cash retainer
$45,000 per year
Annual cash retainer for Sallie Krawcheck’s Board service, paid quarterly and prorated for 2026
Audit Committee retainer
$10,000 per year
Additional annual cash retainer for serving on the Audit, Risk and Compliance Committee
Initial RSU award value
$450,000
Initial RSU grant, converted using closing price on service commencement date and vesting over three years
Prorated annual RSU award value
$180,000
Prorated RSU award granted at service commencement, vesting within about one year with continued service
Ongoing annual RSU award value
$215,000
Annual RSU award granted at each annual meeting if tenure conditions are met, vesting within about one year
Ellevest assets under management
$2.4 billion
Assets under management reached under Sallie Krawcheck’s leadership at Ellevest
Key Terms
restricted stock units, Non-Employee Director Compensation Program, Audit, Risk and Compliance Committee, indemnification agreement, +1 more
5 terms
restricted stock units financial
"an initial award of restricted stock units (“RSUs”) equal to $450,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Non-Employee Director Compensation Program financial
"Ms. Krawcheck is eligible to participate in the Company’s Non-Employee Director Compensation Program"
Audit, Risk and Compliance Committee financial
"appointed Sallie Krawcheck ... as a member of its Audit, Risk and Compliance Committee"
indemnification agreement regulatory
"Ms. Krawcheck is expected to enter into the Company’s standard form indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
assets under management financial
"led its growth to $2.4 billion in assets under management"
Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Duolingo (DUOL) announce regarding its Board of Directors?
Duolingo expanded its Board from nine to ten members and appointed Sallie Krawcheck as an independent Class I director, effective August 10, 2026, with a term running until the company’s 2028 annual meeting, subject to standard conditions.
What committee will Sallie Krawcheck join on Duolingo (DUOL)’s board?
Sallie Krawcheck will serve on Duolingo’s Audit, Risk and Compliance Committee. This role includes an additional annual cash retainer of $10,000, paid quarterly in arrears and prorated for her 2026 service.
How is Sallie Krawcheck compensated as a Duolingo (DUOL) director?
Her package includes a $45,000 annual Board cash retainer, a $10,000 Audit Committee retainer, an initial $450,000 RSU grant, a prorated $180,000 RSU award, and future annual $215,000 RSU grants, all vesting based on continued service.
What is notable about Sallie Krawcheck’s background highlighted by Duolingo (DUOL)?
Duolingo cites her more than three decades in senior financial and operating roles, founding Ellevest and leading it to $2.4 billion in assets under management, and serving as Chief Financial Officer of Citigroup and CEO of several major wealth firms.
How do Sallie Krawcheck’s RSU awards at Duolingo (DUOL) vest?
The initial $450,000 RSU grant vests 50% after one year, then 25% after each of the next two years. The prorated $180,000 and annual $215,000 RSU awards vest on the earlier of one year from grant or just before the next annual meeting, subject to continued service.