Duolingo Appoints Sallie Krawcheck to Board, Joins Audit Committee

What Happened
Duolingo, Inc. (DUOL) filed an 8‑K on August 10, 2026 (Item 5.02) announcing that its Board increased from nine to ten directors and appointed Sallie Krawcheck as a Class I director, effective immediately. Ms. Krawcheck also joined the company’s Audit, Risk and Compliance Committee. Her Board term expires at Duolingo’s 2028 annual meeting of stockholders. The company furnished a press release announcing the appointment (Item 7.01 / Exhibit 99.1).

Key Details

• Board change: size increased from 9 to 10 directors; Sallie Krawcheck appointed effective August 10, 2026.
• Committee assignment: member of the Audit, Risk and Compliance Committee.
• Term: serves until the 2028 annual stockholder meeting or earlier if she leaves.
• Compensation highlights (Non‑Employee Director Program):
  • $45,000 annual cash retainer for Board service (paid quarterly, prorated for 2026).
  • $10,000 annual cash retainer for Audit Committee service (paid quarterly, prorated for 2026).
  • Initial RSU award equal to $450,000 divided by the Company’s Class A share closing price on her start date; vests 50% after 1 year, 25% after 2 years, 25% after 3 years (service‑based vesting).
  • Prorated annual RSU equal to $180,000 divided by share price; vests at the earlier of 1 year or immediately before the next annual meeting (service‑based).
  • Annual RSU at each annual meeting (if served ≥6 months and continues) equal to $215,000 divided by share price; vests at the earlier of 1 year or immediately before the next annual meeting (service‑based).
• Ms. Krawcheck is expected to sign Duolingo’s standard indemnification agreement.

Why It Matters
This is a governance update rather than an operational or financial change: Duolingo added an experienced independent director and expanded its Audit Committee membership. Investors should note the incremental director compensation (cash retainers and stock‑based awards) and the multi‑year RSU vesting schedules, which are standard practice for outside directors and align pay with continued service. The filing does not report any management departures or changes to executive officers, nor does it disclose financial impacts beyond the director compensation described.