Duolingo Compensation and Leadership Committee Charter As of February 13 2024

DUOLINGO, INC.
COMPENSATION AND LEADERSHIP COMMITTEE
(As of February 13, 2024)
I. Purpose
The purpose of the Compensation and Leadership Committee (the “Committee”) is to,
among other things, oversee the discharge of the responsibilities of the Board of Directors (the
“Board”) of Duolingo, Inc., a Delaware corporation (the “Company”), relating to compensation
of the Company’s executive officers and directors and review policies, programs, and initiatives
focusing on leadership development.
II. Composition
The Committee must consist of at least two directors, each of whom must satisfy the
independence requirements of the Nasdaq Stock Market LLC (the “Nasdaq”), except as otherwise
permitted by applicable Nasdaq rules, and meet all other eligibility requirements of applicable
laws. If the Committee includes any director who is not a “non-employee director,” as defined
under Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), such director shall not serve on the Committee (or any subcommittee of the
Committee’s) when approval of any equity grants are made to members of the Board or the
Company’s officers under Rule 16a-1(f) promulgated under the Exchange Act. Committee
members must be appointed and may be removed, with or without cause, by the Board. Unless a
Chair is designated by the Board, the Committee may designate a Chair by majority vote of the
full Committee membership.
III. Meetings, Procedures and Authority
The Committee has the authority to establish its own rules and procedures for notice and
conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s
bylaws that are applicable to the Committee.
The Committee may, in its sole discretion, retain or obtain advice from compensation
consultants, legal counsel or other advisers (independent or otherwise), provided that, preceding
any such retention or advice, the Committee must take into consideration the applicable factors
under Nasdaq rules. The Committee will be directly responsible for the appointment,
compensation and oversight of any adviser it retains. The Company must provide for appropriate
funding, as determined by the Committee, for payment of reasonable compensation to any adviser
retained by the Committee.
In addition to the duties and responsibilities expressly delegated to the Committee in this
Charter, the Committee may exercise any other powers and carry out any other responsibilities
consistent with this Charter, the purposes of the Committee, the Company’s bylaws and applicable
Nasdaq rules.
The Committee has the authority to conduct or authorize investigations into any matters
within the scope of the duties and responsibilities delegated to the Committee as it deems
appropriate, including the authority to request any officer, employee or adviser of the Company to
meet with the Committee or any advisers engaged by the Committee.
IV. Duties and Responsibilities
1. CEO and Employee-Director Compensation. With respect to the Company’s Chief

Executive Officer (“CEO”) and any executive officer of the Company who is a then-
serving member of the Board (an “Officer Director”), the Committee shall review the CEO’s and
Officer Director’s compensation in light of market trends in executive compensation, and make
recommendations to the Board regarding the compensation of the CEO and Officer Director based
on such review. The Chief Executive Officer may not be present during voting or deliberations on
his or her compensation. The Committee shall, periodically and as and when appropriate, review
and recommend for approval the following as they affect the CEO and Officer Director:
(a) any employment agreement and severance arrangement; (b) any change-in-control agreement
and change-in-control provisions affecting any elements of compensation and benefits; and (c) any
special or supplemental compensation and benefits for the CEO, Officer Director and individuals
who formerly served as CEO or Officer Director, including supplemental retirement benefits and
the perquisites provided to them during and after employment. The Board shall retain the authority
to: (x) approve the corporate goals and objectives relevant to CEO and Officer Director
compensation, (y) evaluate CEO and Officer Director performance in light of such corporate goals
and objectives, and (z) approve the compensation of the CEO and Officer Director; provided,
however, the Board may, from time to time, delegate such authority to the Committee.
2. Other Executive Officer Compensation. With respect to the compensation of each

of the executive officers other than the CEO and any Officer Director (each, an “Other Executive
Officer” and, collectively, the “Other Executive Officers” and together with the CEO and Officer
Director, the “Executive Officers”), the Committee shall: (a) review and approve the corporate
goals and objectives relevant to the Other Executive Officer’s compensation, (b) evaluate the Other
Executive Officer’s performance in light of those goals and objectives and (c) approve all
compensation of the Other Executive Officer based on such evaluation. The Committee shall,
periodically and as and when appropriate, review and approve the following as they affect an Other
Executive Officer: (x) any employment agreement and severance arrangement; (y) any change-in-
control agreement and change-in-control provisions affecting any elements of compensation and
benefits; and (z) any special or supplemental compensation and benefits for an Other Executive
Officer, including supplemental retirement benefits and the perquisites provided to them during
and after employment. The Committee shall report to the Board all compensation determinations
relevant to the Other Executive Officers.
3. Director Compensation. The Committee will review and make recommendations

to the Board regarding director compensation.
4. Compensation Plans. The Committee will review and approve or make
recommendations to the Board regarding the Company’s incentive compensation plans and
arrangements, retirement plans, and equity-based plans and arrangements (the “Plans”). The
Committee has full authority to administer the Plans (except to the extent the terms of a Plan
require administration by the full Board), and to make grants of cash-based and equity-based
awards under the Plans.
5. Compensation Discussion and Analysis. To the extent that the Company is required
to include a “Compensation Discussion and Analysis” (“CD&A”) in the Company’s Annual
Report on Form 10-K or annual proxy statement, the Committee will review and discuss with
management the Company’s CD&A and will consider whether it will recommend to the Board
that the Company’s CD&A be included in the appropriate filing.
6. Compensation Committee Report. The Committee shall produce the annual

Compensation Committee Report for inclusion in the Company’s proxy statement and annual
report on Form 10-K in compliance with the rules and regulations promulgated by the Securities
and Exchange Commission.
7. Compensation Philosophy and Alignment with Multi-Stakeholder Approach. The

Committee will review and discuss annually with management and the Board (and any committees
thereof the Committee deems appropriate) the Company’s compensation philosophy and practices,
including executive and employee incentive compensation plans and arrangements, including
whether such philosophy and practices are appropriately aligned with the Company’s goal of
serving all stakeholders over the long-term.
8. Compensation Risk Matters. The Committee will review and discuss periodically
with management the risks arising from the Company’s compensation philosophy and practices
applicable to all employees to determine whether they encourage excessive risk taking and to
evaluate compensation policies and practices that could mitigate such risks.
9. Clawback Policy. The Committee will administer and oversee the Company’s
compliance with the compensation recovery policy required by applicable SEC and Nasdaq rules.
10. Human Capital Management. The Committee will oversee the Company’s
strategy, policies and practices relating to human capital management, including diversity,
inclusion, equity, and belonging initiatives, employee culture, health and safety.
11. Reports to the Board of Directors. The Committee shall report regularly to the
Board regarding the activities of the Committee.
12. Committee Self-Evaluation. The Committee shall annually perform an evaluation

of the performance of the Committee.
13. Review of this Charter. The Committee shall annually review and reassess this
Charter and submit any recommended changes to the Board for its consideration.
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V. Delegation of Duties
In fulfilling its responsibilities, the Committee has the authority to delegate any or all of its responsibilities to
a subcommittee of the Committee. The Committee also has the authority to authorize one or more officers of
the Company to grant rights, options or other equity awards to
US-DOCS\148026577.3
officers (other than “ officers” as defined under Rule 16a-1(f) of the Exchange Act) and
employees, in a manner that is in accordance with applicable law.
US-DOCS\148026577.3

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Duolingo Compensation and Leadership Committee Charter As of February 13 2024

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DUOLINGO, INC.

COMPENSATION AND LEADERSHIP COMMITTEE

(As of February 13, 2024)

III. Meetings, Procedures and Authority

IV. Duties and Responsibilities

1. CEO and Employee-Director Compensation. With respect to the Company’s Chief

2. Other Executive Officer Compensation. With respect to the compensation of each

3. Director Compensation. The Committee will review and make recommendations

6. Compensation Committee Report. The Committee shall produce the annual

7. Compensation Philosophy and Alignment with Multi-Stakeholder Approach. The

12. Committee Self-Evaluation. The Committee shall annually perform an evaluation

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