DUOL
Duolingo, INC
NASDAQ
DEF: Duolingo's 2025 Proxy Statement: Board Elections, Auditor Ratification, and Executive Compensation on the Agenda
Sentiment:
Proxy Statement
25 April 2025 4:04 PM
Duolingo's 2025 proxy statement outlines key proposals for the annual stockholder meeting, including the election of directors, ratification of the independent auditor, and an advisory vote on executive compensation.
Better than expected
Duolingo's financial results for 2024, including bookings, revenue, net income, and adjusted EBITDA, exceeded expectations and prior-year performance.
Summary
- Duolingo's annual meeting of stockholders will be held virtually on June 11, 2025.
- Stockholders will vote on the election of three Class I directors (Bing Gordon, John Lilly, and Mario Schlosser) for terms expiring in 2028.
- They will also vote to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
- An advisory (non-binding) vote on the compensation of Duolingo's named executive officers (NEOs) is also scheduled.
- The Board of Directors recommends voting FOR all director nominees, FOR the ratification of Deloitte & Touche LLP, and FOR the approval of the NEO compensation.
- The proxy statement details the compensation of the NEOs, including base salary and equity awards.
- It also discusses corporate governance practices, including board independence and committee structure.
- The company's performance in 2024 included total bookings of $870.6 million, total revenues of $748.0 million, net income of $88.6 million, and adjusted EBITDA of $191.9 million.
- The proxy statement also includes information on stock ownership, related party transactions, and stockholder proposals.
Sentiment
Score: 8
Explanation: The document presents a positive outlook on Duolingo's performance and governance, with strong financial results and a commitment to corporate responsibility. The board's recommendations and the detailed compensation disclosures suggest a well-managed company.
Positives
- The company achieved strong financial results in 2024, with significant growth in bookings, revenue, net income, and adjusted EBITDA.
- The Board of Directors is composed of a majority of independent directors.
- The company has a compensation recovery (clawback) policy in place.
- Duolingo is committed to corporate responsibility and impact, focusing on learners, people, communities, and the planet.
- The company provides a 401(k) plan with matching contributions for employees.
Risks
- The proxy statement contains forward-looking statements that are subject to risks and uncertainties.
- These risks are detailed in the company's Annual Report on Form 10-K.
- The company's discussion of ESG matters may not be material under federal securities laws.
Future Outlook
Duolingo remains focused on its five core strategic elements: growing users, improving teaching, increasing subscribers, becoming the proficiency standard, and expanding beyond language learning.
Management Comments
- Luis von Ahn, CEO, plans to dedicate his life to building a future where everyone has access to the best quality education through technology.
- Luis and Severin set out to build an environment where people enjoy coming to work and feel like they belong.
Industry Context
Duolingo operates in the language learning and education technology sector, competing with other online learning platforms and language proficiency tests. The company's freemium model and focus on accessibility differentiate it from some competitors.
Comparison to Industry Standards
- The peer group used for compensation benchmarking includes companies like Chegg, Coursera, and Udemy, which are also in the education technology space.
- The proxy statement mentions the S&P Software & Services Select Industry Index (^SPSISS) as a benchmark for total stockholder return.
- The company's compensation practices are compared to those of other technology companies with similar revenue and market capitalization.
Stakeholder Impact
- Stockholders are asked to vote on matters that directly affect the company's governance and executive compensation.
- Employees are impacted by the company's compensation policies and benefits programs.
- Learners benefit from the company's commitment to providing accessible and high-quality education.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will announce preliminary voting results at the annual meeting and report final results in a Form 8-K.
Key Dates
- 2021-07-27: IPO date used as reference for PSU vesting conditions
- 2025-04-15: Record date for the annual meeting
- 2025-04-25: Date of the proxy statement
- 2025-06-10: Deadline to revoke or change vote
- 2025-06-11: Date of the annual meeting
- 2025-12-26: Deadline for stockholder proposals for 2026 annual meeting
Keywords
proxy statement, annual meeting, directors, executive compensation, Deloitte & Touche, stockholders, corporate governance, financial performance, equity awards, voting
DUOL
Duolingo, INC
NASDAQ
Sector: TBD
Filings with Classifications
Better than expected
1 May 2025 10:40 PM
Quarterly Report
- The company's MAUs, DAUs, paid subscribers, subscription bookings, total bookings, revenue, net income, adjusted EBITDA, and free cash flow all increased year-over-year.
Better than expected
1 May 2025 4:02 PM
Earnings Release
- Bookings growth exceeded prior guidance.
- Profitability for Q1 was above expectations.
- The company is raising the midpoint of its full-year bookings guidance to 29% YoY growth.
- The company is raising the midpoint of its full-year Adjusted EBITDA margin to 28% YoY growth.
Better than expected
25 April 2025 4:04 PM
Proxy Statement
- Duolingo's financial results for 2024, including bookings, revenue, net income, and adjusted EBITDA, exceeded expectations and prior-year performance.
Better than expected
27 February 2025 11:27 PM
Annual Results
- The company's net income increased significantly from $16.1 million in 2023 to $88.6 million in 2024.
- Adjusted EBITDA nearly doubled from $93.7 million in 2023 to $191.9 million in 2024.
- The company's monthly active users (MAUs) reached 116.7 million for the three months ended December 31, 2024, a 32% increase year-over-year.
- Daily active users (DAUs) increased by 51% to 40.5 million for the same period.
- Paid subscribers grew to 9.5 million as of December 31, 2024, a 43% increase from the previous year.
- Subscription bookings for 2024 totaled $730.7 million, a 47% increase year-over-year.
- Total bookings for 2024 reached $870.6 million, a 40% increase year-over-year.
Better than expected
27 February 2025 4:05 PM
Earnings Release
- The company's results were better than expected due to higher than anticipated growth in DAUs and paid subscribers.
- The company's results were better than expected due to strong performance of Duolingo Max.
- The company's results were better than expected due to effective marketing campaigns.
Better than expected
6 November 2024 6:29 PM
Quarterly Report
- The company's net income, adjusted EBITDA, and free cash flow all significantly exceeded the prior year's results, indicating better than expected financial performance.
- The company's user growth metrics, including MAUs, DAUs, and paid subscribers, all showed substantial year-over-year increases, indicating better than expected user engagement and adoption.
Better than expected
6 November 2024 4:04 PM
Quarterly Report
- Duolingo's results exceeded expectations across key metrics, including DAU growth, revenue, and profitability.
- The company's net income increased significantly, and adjusted EBITDA margin improved substantially.
- Duolingo also raised its full-year guidance, indicating confidence in continued strong performance.
Better than expected
7 August 2024 6:30 PM
Quarterly Report
- The company's net income, adjusted EBITDA, and free cash flow all significantly exceeded the prior year's results, indicating better than expected financial performance.
- The company's user growth metrics, including MAUs, DAUs, and paid subscribers, all showed substantial year-over-year increases, indicating better than expected user engagement and adoption.
Better than expected
7 August 2024 4:02 PM
Quarterly Report
- The company's results were better than expected due to significant growth in MAUs, DAUs, subscribers, revenue, and net income.
- The adjusted EBITDA and free cash flow also exceeded expectations, indicating improved profitability and cash generation.
Better than expected
9 May 2024 9:32 PM
Quarterly Report
- Duolingo's Q1 results exceeded expectations with significant growth in users, subscribers, revenue, and profitability.
- The company's net income of $27.0 million was a substantial improvement from a net loss in the prior year quarter.
- The company raised its full-year guidance for bookings, revenue, and profitability, indicating confidence in future performance.
Better than expected
8 May 2024 7:27 PM
Quarterly Report
- The company's net income of $27.0 million is a significant improvement from a net loss in the same quarter last year.
- Adjusted EBITDA was $44.0 million, a substantial increase from $15.1 million in the prior year.
- Free cash flow increased to $79.6 million, up from $28.8 million in the same period last year.
Better than expected
8 May 2024 4:03 PM
Quarterly Report
- Duolingo's Q1 2024 results significantly exceeded expectations with a 45% revenue growth, a net income of $27.0 million compared to a loss last year, and a substantial increase in adjusted EBITDA.
- The company's user growth metrics, including a 54% increase in DAUs and a 35% increase in MAUs, were also better than anticipated.
- The raised full-year guidance for bookings, revenue, and profitability further indicates that the company's performance is better than expected.
Better than expected
28 February 2024 6:14 PM
Annual Results
- The company's net income of $16.1 million is a significant improvement from a net loss of $59.6 million in the previous year.
- Adjusted EBITDA increased to $93.7 million, compared to $15.5 million in the previous year.
- Free cash flow increased to $144.3 million, compared to $46.2 million in the previous year.
Better than expected
28 February 2024 4:03 PM
Quarterly Report
- Duolingo's Q4 and full year results significantly exceeded expectations with record bookings, revenue, and profitability.
- The company's user growth, particularly the 65% increase in DAUs, was much higher than anticipated.
- The turnaround to net income from a net loss in the previous year was a positive surprise.
- The adjusted EBITDA and free cash flow figures were substantially better than expected.
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