Duolingo, Inc. filed a Form 8-K with the U.S. Securities and Exchange Commission on August 10, 2026, disclosing the appointment of Sallie Krawcheck as a Class I director and member of its Audit, Risk and Compliance Committee, effective immediately.

Key Highlights

  • Board expansion: Duolingo's Board of Directors increased in size from nine to ten directors on August 10, 2026.
  • New director: Sallie Krawcheck was appointed as a Class I director and member of the Audit, Risk and Compliance Committee.
  • Term length: Ms. Krawcheck will serve until the Company's annual meeting of stockholders to be held in 2028, or until her earlier departure.
  • Annual cash retainers: Ms. Krawcheck is eligible for a $45,000 annual retainer for Board service and a $10,000 annual retainer for Audit Committee service, each paid quarterly in arrears and prorated for 2026.
  • Initial RSU award: An initial restricted stock unit award valued at $450,000 divided by the Class A common stock closing price on her start date, vesting 50% at year one, 25% at year two, and 25% at year three.
  • Prorated annual RSU: A prorated annual RSU award equal to $180,000 divided by the closing price on her commencement date, vesting on the earlier of the first anniversary of grant or immediately prior to the next annual stockholder meeting.

Duolingo Board Adds Sallie Krawcheck Under Non-Employee Director Program

According to the filing, the Board of Directors of Duolingo, Inc. (NASDAQ: DUOL) voted on August 10, 2026 to expand its membership from nine to ten seats and to seat Sallie Krawcheck as a Class I director. She was simultaneously appointed to the Audit, Risk and Compliance Committee, with both appointments taking effect immediately. Her term is set to expire at the 2028 annual stockholder meeting, subject to earlier departure by death, resignation, disqualification, or removal.

The filing details Ms. Krawcheck's compensation under the Company's Non-Employee Director Compensation Program. In addition to the cash retainers and initial RSU award described above, she is eligible for an annual RSU award granted on the date of the Company's annual stockholder meeting, provided she has served on the Board for at least six months prior to that meeting and will continue serving following it. That annual award equals $215,000 divided by the closing price of Class A common stock on the grant date, vesting in full on the earlier of the first anniversary of the grant date or immediately prior to the next annual stockholder meeting, subject to continued service through the vesting date.

The filing also states that Ms. Krawcheck is expected to enter into the Company's standard form indemnification agreement, referencing the form filed as Exhibit 10.12 to the Company's Registration Statement on Form S-1/A (File No. 333-257483) submitted to the SEC on July 19, 2021. The filing was signed by Gillian Munson, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer of Duolingo, Inc.

What Was Disclosed

Duolingo disclosed the expansion of its Board from nine to ten members, the appointment of Sallie Krawcheck as a Class I director and Audit Committee member, and the full terms of her compensation under the Non-Employee Director Compensation Program, effective August 10, 2026.