tm242774-1_nonfiling - none - 10.4062683s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
JAMF HOLDING CORP.
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 
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Dear Fellow Shareholders,
We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders of Jamf Holding Corp. (“Jamf” or the “Company”) to be held on Thursday, May 30, 2024, at 8:30 a.m. (CDT). This year’s Annual Meeting will once again be conducted virtually, via live audio webcast. We are pleased to provide shareholders with the opportunity to participate in the annual meeting online via the Internet in a virtual-only meeting format to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. The live audio webcast of the Annual Meeting will be accessible at www.virtualshareholdermeeting.com/JAMF2024, where you will also be able to submit questions and vote online. You will be able to vote your shares electronically during the meeting by logging in using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the voting instruction form accompanying these proxy materials.
The accompanying Proxy Statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:
1.
to elect David Breach, Michael Fosnaugh, Christina Lema, and John Strosahl as Class I directors to serve on the Board of Directors until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified;
2.
to approve, by an advisory vote, Jamf’s executive compensation (i.e., “say-on-pay” proposal);
3.
to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2024; and
4.
to transact other business as may properly come before the meeting or any adjournment of the meeting.
We will provide access to our proxy materials via the Internet at www.proxyvote.com rather than in hard copy. We will mail a notice containing instructions on how to access the accompanying Proxy Statement and our fiscal year 2023 Annual Report on or about April 19, 2024 to all shareholders entitled to vote at the Annual Meeting. Shareholders who prefer a paper copy of the proxy materials may request one on or before May 16, 2024 by following the instructions provided in the notice we will send.
Our Board has set the record date as April 1, 2024. Only shareholders that owned Jamf common stock at the close of business on that day are entitled to notice of and may vote at this meeting or any adjournment or postponement of the meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the Notice of Internet Availability of Proxy Materials, proxy card, or voting instructions form, as applicable. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.
Sincerely,
[MISSING IMAGE: sg_johnstrosahl-bw.jpg]
John Strosahl
Chief Executive Officer
 

 
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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
The 2024 annual meeting of shareholders of JAMF HOLDING CORP. will be held via the Internet at www.virtualshareholdermeeting.com/JAMF2024 on Thursday, May 30, 2024, at 8:30 a.m. (CDT) for the following purposes:
1.
to elect David Breach, Michael Fosnaugh, Christina Lema, and John Strosahl as Class I directors to serve on the Board of Directors until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified;
2.
to approve, by an advisory vote, Jamf’s executive compensation (i.e., “say-on-pay” proposal);
3.
to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2024; and
4.
to transact other business as may properly come before the meeting or any adjournment of the meeting.
A list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 30, 2024, at 100 Washington Ave S, Suite 1100, Minneapolis, MN 55401, and on the date of the meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/JAMF2024.
The Proxy Statement is first being delivered to shareholders of record on or about April 19, 2024.
By Order of the Board of Directors
[MISSING IMAGE: sg_jefflendino-bw.jpg]
Jeff Lendino
Chief Legal Officer and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 30, 2024
The notice of annual meeting, the Proxy Statement and our fiscal year 2023 annual report are available on our website at https://ir.jamf.com/. Additionally, in accordance with the SEC rules, you may access our proxy materials free of charge at www.proxyvote.com.
 

 
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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q: Why did I receive these materials?
The Board of Directors (the “Board”) of Jamf Holding Corp. (“Jamf”) is soliciting your proxy to vote at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) (or at any postponement or adjournment of the meeting). Shareholders who own shares of our common stock as of the record date, April 1, 2024 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Jamf.
Notice of Internet Availability of Proxy Materials.   As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this Proxy Statement and our Annual Report available to our shareholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials (the “Notice”) contains instructions on how to access this Proxy Statement and our Annual Report and how to vote online or by telephone. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.
Householding.   The SEC’s rules permit us to print an individual’s multiple accounts on a single notice or set of annual meeting materials. To take advantage of this opportunity, we have summarized on one Notice or set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted shareholder prior to the mailing date. Each registered shareholder will, however, continue to receive separate proxy cards. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or proxy materials, as requested, to any shareholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice or proxy materials, contact Broadridge Corporate Issuer Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A number of brokerage firms have instituted householding. They will have their own procedures for shareholders who wish to receive individual copies of the proxy materials.
Q: Who will be entitled to vote?
Shareholders who own shares of our common stock as of the Record Date, are entitled to vote at the Annual Meeting. As of the Record Date, Jamf had 128,333,366 shares of common stock outstanding. Holders of shares of common stock are entitled to one vote per share. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting.
Q: What will I be voting on?
You will be voting on:
1.
the election of David Breach, Michael Fosnaugh, Christina Lema, and John Strosahl as Class I directors to serve on the Board until the 2027 Annual Meeting and until their successors are duly elected and qualified;
2.
the approval, by an advisory vote, of Jamf’s say-on-pay proposal;
3.
the ratification of the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2024; and
4.
any other business as may properly come before the meeting or any adjournment or postponement of the meeting.
 
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Q: How does the Board recommend I vote on these matters?
The Board recommends you vote:
1.
FOR the election of David Breach, Michael Fosnaugh, Christina Lema, and John Strosahl as Class I directors;
2.
FOR the approval, by an advisory vote, of Jamf’s say-on-pay proposal; and
3.
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.
Q: How do I cast my vote?
Beneficial Shareholders.   If you hold your shares through a broker, trustee, or other nominee, you are a beneficial shareholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank, or other nominee for instructions on how to vote the shares you hold as a beneficial shareholder.
Registered Shareholders.   If you hold shares in your own name, you are a registered shareholder and may vote during the virtual Annual Meeting at www.virtualshareholdermeeting.com/JAMF2024. You will need your unique 16-digit control number included on your Notice or proxy card. Only one person will be able to log in with that unique control number at any time. You can also vote by proxy before the Annual Meeting in the following ways:
1.
via the Internet at www.proxyvote.com;
2.
by telephone by calling 1-800-690-6903; or
3.
by signing and returning a proxy card.
Proxies submitted via the Internet or by telephone must be received by 11:59 p.m. (EDT) on May 29, 2024.
Q: Can I access the proxy materials electronically?
Yes. Your Notice, proxy card or voting instruction form will contain instructions on how to:
1.
view our proxy materials for the Annual Meeting on the Internet; and
2.
instruct us to send our future proxy materials to you electronically by e-mail.
Our proxy materials are also available at www.proxyvote.com and our proxy materials will be available during the voting period starting on April 19, 2024.
Instead of receiving future copies of our proxy statements and annual reports by mail, shareholders of record, and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. Your election to receive future proxy materials by email will remain in effect until you revoke it.
Q: How may I change or revoke my proxy?
Beneficial Shareholders.   Beneficial shareholders should contact their broker, trustee, or nominee for instructions on how to change their proxy vote.
Registered Shareholders.   Registered shareholders may change their vote or revoke a properly executed proxy at any time before its exercise:
1.
via the Internet at www.proxyvote.com;
2.
by telephone by calling 1-800-690-6903;
3.
by signing and returning a later-dated proxy card; or
 
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4.
by voting at the Annual Meeting.
Q: How can I attend the Annual Meeting?
The Annual Meeting is being held as a virtual-only meeting. If you are a shareholder of record as of the Record Date and have logged in using your 16-digit control number, you may attend, vote, and ask questions virtually at the meeting by logging in at www.virtualshareholdermeeting.com/JAMF2024. The control number is included in the Notice or on your proxy card.
If you are not a shareholder as of the Record Date or do not have a control number, you may listen to the Annual Meeting, but will not be able to ask questions or vote at the meeting.
If you have questions, you may type them into the dialog box provided at any point during the meeting (until the floor is closed to questions). Shareholder questions or comments are welcome, but we will only answer questions pertinent to Annual Meeting matters, subject to time constraints. Questions regarding personal matters and statements of advocacy are not pertinent to Annual Meeting matters and therefore will not be addressed. Questions or comments that are substantially similar may be grouped and answered together to avoid repetition. A webcast replay of the Annual Meeting will also be archived on www.virtualshareholdermeeting.com/JAMF2024.
Q: What if I run into technical issues while trying to access the Annual Meeting?
The virtual meeting platform is supported across browsers and devices running the most updated version of applicable software and plug-ins. Ahead of the Annual Meeting, participants should log in to ensure a strong internet connection and that streaming audio can be heard.
If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website. Technical support will be available starting at 8:15 a.m. CDT and until the end of the meeting.
Q: Why is the Annual Meeting virtual only?
We have held virtual only annual meetings since our initial public offering, and we are excited to continue using this format to provide ease of access, real-time communication, and cost savings for our shareholders and our company. Hosting a virtual meeting makes it easy for our shareholders to participate from any location around the world.
Q: How many shares must be present to transact business at the Annual Meeting?
A quorum of our shareholders must be present at the Annual Meeting for any business to be conducted. Under our amended and restated bylaws (the “Bylaws”), the holders of a majority in voting power of the outstanding capital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. If you authorize a proxy to vote electronically or telephonically, or you sign and return a paper proxy or voting instruction form, your shares will be counted to determine whether a quorum has been established even if you “withhold” your vote or fail to vote on a particular item of business. Abstentions and “broker non-votes” will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.
If a quorum is not present or represented by proxy at the scheduled time of the Annual Meeting, the chair of the Annual Meeting or the holders of a majority of the voting power entitled to vote at the Annual Meeting, present in person or represented by proxy and entitled to vote at the meeting, may adjourn the Annual Meeting until a quorum is present or represented by proxy.
Q: What is the voting requirement to approve each of the proposals, and how are the votes counted?
PROPOSAL 1 — ELECTION OF DIRECTORS
A plurality of the votes cast by the shares of common stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to elect each nominee named herein. This means that
 
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the four nominees receiving the highest number of votes “FOR” at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Votes that are “WITHHELD” with respect to one or more nominees will result in the respective nominee receiving fewer votes, but they will not count as votes against a nominee and will have no effect on the outcome of the election of those nominees because directors are elected by a plurality of the votes cast at the Annual Meeting. If you are a beneficial shareholder, your bank or broker is not permitted to vote your shares on this proposal if voting instructions are not received from you (this is commonly referred to as a “broker non-vote”). Broker non-votes are not considered votes cast and, therefore, will not impact the election of the nominees.
PROPOSAL 2  — NON-BINDING ADVISORY APPROVAL OF THE SAY-ON-PAY PROPOSAL
The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon will constitute the shareholders’ non-binding approval with respect to the say-on-pay proposal. Although the results will not be binding on the Compensation and Nominating Committee or the Board, the Compensation and Nominating Committee and the Board will consider the results of the shareholder vote when making future decisions regarding executive compensation. Abstentions will be counted as shares present and entitled to vote and therefore will have the same effect as a vote against Proposal 2. The say-on-proposal is not considered a “routine” matter, and therefore, if you are a beneficial shareholder and your bank, broker, or other nominee does not receive instructions from you, they may not vote your shares on your behalf (a “broker non-vote”). Broker non-votes will not be deemed represented at the Annual Meeting for purposes of voting on Proposal 2 and, therefore, will have no effect on Proposal 2.
PROPOSAL 3  — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to approve Proposal 3. Abstentions will be counted as present and entitled to vote on Proposal 3 and will therefore have the same effect of a negative vote as a vote against Proposal 3. Since this is a “routine” matter, we do not expect there to be any broker non-votes with respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.
Q: When will the results of the vote be announced?
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.
Q: What is the deadline for submitting a shareholder proposal or director nomination for our Annual Meeting to be held in 2025?
Shareholder proposals pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for inclusion in Jamf’s proxy statement and form of proxy for Jamf’s annual meeting of shareholders to be held in 2025 must be received by the Chief Legal Officer and Secretary at Jamf’s principal executive offices at 100 Washington Ave S, Suite 1100, Minneapolis, MN 55401, no later than December 20, 2024. Shareholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in 2025 (other than pursuant to Rule 14a-8) must provide written notice of such proposal to the Chief Legal Officer and Secretary at Jamf’s principal executive offices no later than the close of business on February 28, 2025 and not earlier than the close of business on January 30, 2025, assuming Jamf does not change the date of the 2025 annual meeting of shareholders by more than 30 days before or after the anniversary of the Annual Meeting. If so, then Jamf’s Chief Legal Officer and Secretary must receive the notice no earlier than the close of business on the 120th calendar day prior to the date of the 2025 annual meeting of shareholders and not later than the close of business on the later of the 10th calendar day following the day on which public announcement of the date of 2025 annual meeting of shareholders is first made by Jamf or the 90th calendar day prior to the date of the 2025 annual meeting. Any shareholder proposal or
 
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director nomination must comply with the other provisions of Jamf’s Bylaws and be submitted in writing to the Chief Legal Officer and Secretary at Jamf’s principal executive offices.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act (the universal proxy rules), shareholders who intend to solicit proxies in support of director nominees, other than the Board’s nominees, must also provide written notice to the Chief Legal Officer and Secretary that sets forth the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to Jamf at its principal executive offices, no later than March 31, 2025.
 
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business and affairs are managed under the direction of our Board, which is currently composed of eleven directors. Our Second Amended and Restated Certificate of Incorporation (our “Certificate”) provides that the authorized number of directors may be changed only by resolution of our Board. Our Certificate also provides that our Board be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.
The following table sets forth the director class, name, age as of April 1, 2024, and other information for each member of our Board:
Name
Class
Age
Position
Director
Since
Current
Term
Expires
Expiration of
Term For
Which
Nominated
David Breach
I
57
Director
2020
2024
2027
Michael Fosnaugh
I
45
Chairman
2017
2024
2027
Christina Lema
I
43
Director
2020
2024
2027
John Strosahl
I
57
Chief Executive Officer and Director
2023
2024
2027
Virginia Gambale
II
64
Director
2021
2025
Charles Guan
II
37
Director
2017
2025
Dean Hager
II
57
Director
2017
2025
Martin Taylor
II
54
Director
2017
2025
Andre Durand
III
56
Director
2017
2026
Kevin Klausmeyer
III
65
Director
2019
2026
Vina Leite
III
54
Director
2021
2026
We believe that in order for our Board to effectively guide us to long-term sustainable and dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our shareholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in software and technology. The Compensation and Nominating Committee believes that all directors must, at a minimum, meet the criteria set forth in the Board’s Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Compensation and Nominating Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board. In addressing issues of diversity in particular, the Compensation and Nominating Committee considers a nominee’s differences in gender, ethnicity, tenure, skills, and qualifications. The Compensation and Nominating Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Compensation and Nominating Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background, and professional expertise, among other factors. Further, our Board is committed to actively seeking highly qualified women and individuals from underrepresented minority groups to include in the pool from which new candidates are selected. The Compensation and Nominating Committee also will consider a combination of factors for each director, including: (a) the nominee’s ability to represent all shareholders without a conflict of interest; (b) the nominee’s ability to work in and promote a productive environment; (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; (d) whether the nominee has demonstrated the high level of character, ethics, and integrity expected by the Company; (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to
 
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effectively respond to the complex issues encountered by a publicly-traded company; and (f) the nominee’s ability to apply sound and independent business judgment.
The Compensation and Nominating Committee has determined that all of our directors meet the criteria and qualifications set forth in our Code of Ethics, our Corporate Governance Guidelines, and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our shareholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions; a keen awareness of our business and social realities of the environment in which we operate; the independence and high performance standards necessary to fulfill the Board’s oversight function; and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify each director to serve on the Board. These collective qualities, skills, experiences, and attributes are essential to our Board’s ability to exercise its oversight function for Jamf and its shareholders, and guide the long-term sustainable, dependable performance of Jamf.
Subject to any earlier resignation or removal in accordance with the terms of our Certificate, our Class I directors will serve until the Annual Meeting, and each of them is standing for election in connection therewith. Our Class II directors will serve until our 2025 meeting of shareholders, and our Class III directors will serve until our 2026 meeting of shareholders. In addition, our Certificate provides that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of stock entitled to vote thereon, voting together as a single class for so long as Vista Equity Partners (“Vista”) holds in the aggregate (directly or indirectly) 40% or more of voting power of the then outstanding shares of our capital stock entitled to vote generally in the election of directors (“Voting Stock”). If Vista no longer holds in the aggregate (directly or indirectly) 40% or more of our Voting Stock, then our directors may be removed only for cause upon the affirmative vote of at least 66 2∕3% of the voting power of our outstanding shares of stock entitled to vote thereon. In addition, our Bylaws provide that a majority of the directors nominated or designated for nomination by Vista may designate the Chair of the Board for so long as Vista beneficially owns at least 30% or more of the voting power of the Voting Stock.
Director Nomination Agreement
In connection with our initial public offering (our “IPO”), we entered into a director nomination agreement (as amended and restated, the “Director Nomination Agreement”) with Vista that provides Vista the right to designate nominees for election to our Board for so long as Vista beneficially owns 5% or more of the total number of shares of our common stock that it owned immediately prior to the completion of our IPO. Vista may also assign its designation rights under the Director Nomination Agreement to an affiliate. The Director Nomination Agreement specifically provides Vista the right to designate: (i) all of the nominees for election to our Board for so long as Vista beneficially owns 40% or more of the total number of shares of our common stock beneficially owned by Vista immediately prior to the completion of our IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (such amount of shares, as adjusted, the “Original Amount”); (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount. In each case, Vista’s nominees must comply with applicable law and stock exchange rules, as well as our Corporate Governance Guidelines. In addition, Vista is entitled to designate the replacement for any of its Board designees whose service terminates prior to the end of the director’s term regardless of Vista’s beneficial ownership at such time. Vista also has the right to have its designees participate on committees of our Board proportionate to its stock ownership, subject to compliance with applicable law and stock exchange rules, as well as our Corporate Governance Guidelines. The Director
 
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Nomination Agreement also prohibits us from increasing or decreasing the size of our Board without the prior written consent of Vista. This agreement will terminate at such time as Vista owns less than 5% of the Original Amount.
Shareholder Recommendations for Director Nominees
The Compensation and Nominating Committee will consider shareholder nominations for membership on the Board. For the 2025 annual meeting of shareholders, nominations may be submitted to Jamf Holding Corp., 100 Washington Ave S, Suite 1100, Minneapolis, MN 55401, Attn: Chief Legal Officer and Secretary, and such nominations will then be forwarded to the Chair of the Compensation and Nominating Committee. Recommendations must be in writing and must comply with the timing and other requirements set forth in our Bylaws and under Rule 14a-19(b) of the Exchange Act, if applicable, described in the section entitled “Commonly Asked Questions and Answers About the Annual Meeting — Q: What is the deadline for submitting a shareholder proposal or director nomination for our Annual Meeting to be held in 2025?”.
When filling a vacancy on the Board, the Compensation and Nominating Committee identifies the desired skills and experience of a new director and nominates individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience and backgrounds represented by the then-current directors. The Compensation and Nominating Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates are then evaluated based on the process outlined in our Corporate Governance Guidelines and the Compensation and Nominating Committee charter, and the same process is used for all candidates, including candidates recommended by shareholders.
 
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PROPOSAL 1 — ELECTION OF DIRECTORS
Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.
Name
Class
Age
Position
Director
Since
Current
Term
Expires
Expiration of
Term For
Which
Nominated
David Breach
I
57
Director
2020
2024
2027
Michael Fosnaugh
I
45
Director
2017
2024
2027
Christina Lema
I
43
Director
2020
2024
2027
John Strosahl
I
57
Director
2023
2024
2027
Each nominee was recommended for election by the Compensation and Nominating Committee for consideration by the Board and our shareholders. Each nominee has also consented to be named in this Proxy Statement and has agreed to serve if elected. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. In the event a substitute is nominated, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy remain unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.
The Board Recommends that you vote “FOR” each of the director nominees.
Director Nominees to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting:
David Breach has served on our Board since July 2020. Mr. Breach joined Vista in 2014 and is Vista’s President and Chief Operating Officer. He currently sits on Vista’s Executive Committee, the firm’s governing and decision-making body for matters affecting its overall management and strategic direction, as well as Vista’s Private Equity Management and Private Equity Funds’ Investment Committees. Mr. Breach also sits on the boards of Vista portfolio companies EagleView Technology Corporation, Solera Holdings, Inc., and STATS LLC (d/b/a STATS Perform). Mr. Breach previously served on the boards of DealerSocket, Inc., Mediaocean LLC, Vertafore, Inc., Ping Identity Holding Corp., prior to its take private transaction in October 2022, Datto Holding Corp., prior to its take private transaction in June 2022, and Cvent Holding Corp., prior to its take private transaction in June 2023. Prior to joining Vista, Mr. Breach worked as a senior corporate partner with the law firm Kirkland & Ellis LLP from 2000 to 2014, where his practice focused on the representation of private equity funds in all aspects of their business. While at Kirkland & Ellis LLP, Mr. Breach was a member of its 15-person global executive management committee and was a founding partner of its San Francisco office. During Mr. Breach’s tenure, Kirkland & Ellis LLP’s Northern California practice grew to over 250 employees. Mr. Breach received a bachelor of business administration in marketing from Eastern Michigan University and received a J.D. from the University of Michigan, magna cum laude, Order of the Coif. Mr. Breach is currently a member of the State Bars of California, Illinois and Michigan. The Board believes that Mr. Breach’s extensive experience in the areas of corporate strategy, private equity and firm governance, as well as his experience on the boards of other companies, make him a valuable member of our Board.
Michael Fosnaugh has served on our Board since September 2017 and currently serves as the Chair of our Board. Mr. Fosnaugh is a Senior Managing Director at Vista. Mr. Fosnaugh is Co-Head of the Chicago office, is the Co-Head of Vista’s Flagship Fund, and is a member of the Executive Committee and the Flagship Funds’ Investment Committee. Mr. Fosnaugh was actively involved in Vista’s investments in Advicent, Forcepoint, Mediaocean, MRI Software, Numerator, SirsiDynix, Sunquest Information Systems, Websense and Zywave. Prior to joining Vista in 2005, Mr. Fosnaugh worked in the Technology, Media & Telecommunications group at SG Cowen & Co., a financial firm, where he focused on the software, services and financial technology sectors. While at SG Cowen, Mr. Fosnaugh advised clients on buy-side and sell-side transactions, public and private equity financings and other strategic advisory initiatives. Mr. Fosnaugh currently serves on the boards of Integral Ad Science Holding Corp. (NASDAQ: IAS), and several of Vista’s private portfolio companies, including Acquia Inc., Alegeus Technologies Holdings Corp., Applause App Quality, Inc., CentralSquare Technologies, LLC, EAB Global Inc., EngageSmart, Inc., Greenway
 
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Health, LLC, KnowBe4, Inc., PlanSource Benefits Administration, Inc., Securonix, Inc., SmartBear Software, Inc., STATS LLC (d/b/a STATS Perform), and TripleLift Inc. Mr. Fosnaugh also previously served on the Board of Ping Identity Holding Corp., prior to its take private transaction in October 2022. Mr. Fosnaugh received a bachelor’s degree, cum laude, in economics from Harvard College. The Board believes that Mr. Fosnaugh’s extensive experience in the areas of corporate strategy, technology, finance, marketing, business transactions and software investments, as well as his experience working with other technology and software companies, make him a valuable member of our Board.
Christina Lema has served on our Board since November 2020. Ms. Lema has been with Vista since February 2012 and currently serves as Vista’s Deputy Chief Legal Officer. She also serves as a member of Vista’s Private Equity Management Committee, the firm’s governing and decision-making body for the overall management of Vista’s private equity platform. Ms. Lema currently serves on the board of directors of Integral Ad Science Holding Corp. (NASDAQ: IAS), Greenway Health, Mindbody, Inc., and TripleLift, Inc. Ms. Lema also previously served on the board of Datto Holding Corp., prior to its take private transaction in June 2022. Ms. Lema earned a bachelor’s degree in Economics and Spanish from the University of Pennsylvania and a J.D. from the Columbia University School of Law. Ms. Lema is currently a member of the State Bar of California. The Board believes that Ms. Lema’s expertise in legal matters and experience working with similar companies, as well as her experience on the boards of other companies, make her a valuable member of our Board.
John Strosahl has served as our Chief Executive Officer and as a member of our Board since September 2023. Before assuming his current role, Mr. Strosahl served as our Chief Operating Officer from January 2020 to September 2023, our President from January 2022 to September 2023, and our Chief Revenue Officer from October 2015 until January 2020. Prior to joining Jamf, Mr. Strosahl was a Vice President at eBay Inc. from November 2013 until October 2015. Prior to joining eBay, Mr. Strosahl held various executive roles at Digital River, Inc., a global e-commerce company. Mr. Strosahl holds a bachelor’s degree from Illinois Wesleyan University and a master’s degree from the University of Illinois at Chicago. The Board believes that Mr. Strosahl’s executive leadership, global business development experience and deep understanding of our business as Chief Executive Officer make him a valuable member of our Board.
Continuing Directors
Andre Durand has served on our Board since November 2017. Mr. Durand is the founder and the Chief Executive Officer of Ping Identity Corporation. Mr. Durand was a director at Ping Identity Corporation’s parent company, Ping Identity Holding Corp., until its take private transaction in October 2022. In addition to Ping Identity, Mr. Durand founded the identity industry conference Identiverse, and prior to that he founded Jabber, Inc., a messaging platform acquired by Cisco Systems, Inc. in 2008. Mr. Durand has bachelor’s degrees in biology and economics from the University of California at Santa Barbara. The Board believes that Mr. Durand’s extensive knowledge of technology business and strategy, as well as his experience in the security industry through his leadership role as the Chief Executive Officer of Ping Identity Corporation, make him a valuable member of our Board.
Virginia Gambale has served on our Board since May 2021. Ms. Gambale is Managing Partner of Azimuth Partners LLC, a technology advisory firm facilitating the growth and adoption of emerging technologies for financial services, consumer and technology companies. Prior to starting Azimuth Partners in 2003, Ms. Gambale was an Investment Partner at Deutsche Bank Capital and ABS Ventures from 1999 to 2003. Prior to that, Ms. Gambale held the position of Chief Information Officer at Bankers Trust Alex Brown and Merrill Lynch. Ms. Gambale also currently serves on the boards of directors of Nutanix, Inc. (NASDAQ: NTNX), FD Technologies plc (formerly known as First Derivatives plc) (LSE:FDP.L), Virtu Financial, Inc. (NASDAQ: VIRT), 10x Banking Technology Services Ltd., and Avellino Lab USA, Inc. Ms. Gambale also previously served on numerous international public and private boards, including Core BTS, Regis Corporation, JetBlue Airways, Piper Jaffray, Workbrain, Synchronoss Technologies, and IQ Financial, among others. Ms. Gambale holds a B.S. from New York Institute of Technology-Old Westbury. The Board believes that Ms. Gambale’s previous experience in senior leadership positions in finance and technology and previous services on the boards of other public companies makes her a valuable member of our Board.
 
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Charles Guan has served on our Board since September 2017. Mr. Guan is a Vice President at Vista. Mr. Guan joined Vista in 2009 and currently serves on the boards of STATS LLC (d/b/a STATS Perform) and TripleLift, Inc. Mr. Guan also leads strategic initiatives to help grow the Vista Flagship Fund platform, including in the areas of sourcing, investment and diligence process, portfolio management and operations, monetization strategy, fundraising, and team development. Mr. Guan received a bachelor’s degree in biomechanical engineering from Stanford University. The Board believes that Mr. Guan’s experience with a variety of Vista’s private equity technology companies make him a valuable member of our Board.
Dean Hager has served on our Board since November 2017. Mr. Hager previously served as the Chief Executive Officer of Jamf from 2015 until his retirement in September 2023. Prior to Jamf, Mr. Hager was the Chief Executive Officer of Kroll Ontrack, a market leader in providing data recovery and e-discovery solutions, from January 2012 until May 2014. Prior to this, Mr. Hager worked at Lawson Software, a publicly-traded software company which was acquired by Infor, where he held various executive roles, and he also worked at IBM. Mr. Hager holds a bachelor’s degree in computer science and mathematics from St. Cloud State University and a master’s degree in management from St. Mary’s University. The Board believes that Mr. Hager’s experience as our former Chief Executive Officer, his executive experience at other software companies, and his experience as an executive at a publicly traded company make him a valuable member of our Board.
Kevin Klausmeyer has served on our Board since November 2019 and currently serves as the chair of our Audit Committee. Prior to this, Mr. Klausmeyer served on the Hortonworks board from August 2014 until it merged with Cloudera, Inc. in January 2019, where he was a member of its board of directors until its take private transaction in October 2021. In addition, Mr. Klausmeyer served on the board of directors at KnowBe4, Inc. until its take private transaction in February 2023. In addition, Mr. Klausmeyer served on the board of directors of Callidus Software Inc., a provider of SaaS sales and marketing automation solutions, from April 2013 until its acquisition by SAP SE in April 2018. From April 2013 to October 2013, Mr. Klausmeyer served on the board of directors of Sourcefire, Inc., a provider of network security solutions (acquired by Cisco Systems, Inc.). From July 2003 to September 2012, Mr. Klausmeyer served on the board of directors of Quest Software, Inc., a software company that was acquired by Dell Inc. From July 2006 to February 2011, Mr. Klausmeyer served as the Chief Financial Officer of The Planet, Inc., a pioneer in the infrastructure-as-a-service market, which was acquired by SoftLayer Technologies, Inc. (a company later acquired by IBM). Mr. Klausmeyer holds a bachelor of business administration in accounting from the University of Texas. The Board believes that Mr. Klausmeyer’s experience on other public technology companies’ boards and his executive leadership roles at technology companies make him a valuable member of our Board.
Vina Leite has served on our Board since May 2021 and currently serves as the Chair of our Compensation and Nominating Committee. Ms. Leite has been the Chief People Officer at GoodRx (NASDAQ: GDRX), a leading consumer-focused digital healthcare platform, since 2022. From 2019 until 2022, Ms. Leite was the Chief People Officer at The Trade Desk (NASDAQ: TTD), a publicly traded technology company that empowers digital ad buyers to purchase data-driven digital advertising campaigns. From 2016 until 2019, Ms. Leite was the Chief People Officer of the cybersecurity firm Cylance Inc., where she led that company through rapid growth and succeeded in obtaining recognition for Cylance as one of the great places to work in Orange County, California. Ms. Leite left Cylance in 2019 when it was acquired by BlackBerry Limited. From 2014 to 2016, Ms. Leite was Senior Vice President and Chief Human Resource Officer at Qlogic. Ms. Leite currently serves on the board of directors of AHEAD and DocGo, Inc. (NASDAQ: DCGO), and previously served on the board of Collectors Universe, Inc. until its take private acquisition in 2021. Ms. Leite is a member of the National Human Resources Association and the Society for Human Resources Management, and is a longstanding supporter of organizations dedicated to helping women and their children, as well as victims of domestic abuse and human trafficking. Ms. Leite earned a bachelor’s degree in management at Rhode Island College and a master’s degree in Organizational Management from Capella University. Ms. Leite brings extensive experience in human resources strategy and operations in the technology sector at fast-growing companies, has a track record of successfully leading organizations through periods of rapid growth and has a deep understanding of human capital management, which have proved invaluable through her work as an advisor to CEOs and senior executives on a variety of organizational issues and, as a result, brings these competencies to our Board. The Board believes that these competencies make her a valuable member of our Board.
 
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Martin Taylor has served on our Board since September 2017. Mr. Taylor joined Vista in 2006. Mr. Taylor is Co-Head of the Foundation Funds and sits on its Investment Committee. Additionally, Mr. Taylor serves as a member of Vista’s Executive Committee, the firm’s governing and decision-making body for matters affecting its overall management and strategic direction, and Vista’s Private Equity Management Committee, the firm’s governing and decision-making body for the overall management of Vista’s private equity platform. Mr. Taylor currently sits on the boards of AlertMedia, ARCOS, Critical Start, Integral Ad Science Holding Corp. (NASDAQ: IAS), NAVEX, StarRez., TigerConnect, TRG Screen, TripleLift and Vivid Seats (NASDAQ: SEAT) and has served on numerous other boards during his tenure, including Ping Identity Holding Corp., prior to its take private transaction in October 2022. Previously at Vista, Mr. Taylor was a Managing Director and drove a variety of cross-fund and cross-portfolio initiatives. He was the initial President of Vista Consulting Group, where he was instrumental in building and scaling the Firm’s value creation infrastructure, formalizing Vista’s portfolio engagement model and developing many of Vista’s best practices. Prior to Vista, Mr. Taylor had most recently served as a Corporate Vice President at Microsoft, where he spent over 13 years and managed corporate strategy, sales, product marketing and various segment-focused teams in North America and Latin America during that time. Mr. Taylor also served as Chief of Staff and Director of Business Strategy, working directly for Microsoft Chief Executive Officer Steve Ballmer, whom he assisted with strategic projects and long-term planning for the corporation. Outside of Vista, Mr. Taylor is passionate about advancing access and creating opportunities for those who have traditionally been underrepresented across the business community. He sits on Milken Institute’s Executive Council for Diversity, Equity and Inclusion in Asset Management and The University of Texas President’s Austin Innovation Board that supports efforts to unlock student potential through experiential learning and strong college-to-career programming. Mr. Taylor attended George Mason University. Mr. Taylor’s extensive experience in the areas of corporate strategy, technology, finance, marketing, business transactions and mergers and acquisitions, as well as his experience serving on the boards of other technology and software companies, make him a valuable member of our Board.
Independence Status
The listing standards of the Nasdaq Global Select Market (“Nasdaq”) require that, subject to specified exceptions, the board of a listed company be composed of a majority of independent directors, each member of a listed company’s Audit Committee and Compensation Committee be independent, and that director nominees be selected or recommended for a board’s selection by an independent Nominating Committee or by majority of the independent directors. Audit Committee members are also required to satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and Compensation Committee members are also required to satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act.
Our Board has affirmatively determined that each of Mses. Gambale, Leite, and Lema and Messrs. Breach, Durand, Fosnaugh, Klausmeyer, Guan, and Taylor meet the requirements to be an independent director under Nasdaq listing standards. In making this determination, our Board considered the review and recommendation of the Compensation and Nominating Committee and its evaluation of the relationships that each non-employee director has with the Company and all other facts and circumstances that the Compensation and Nominating Committee deemed relevant in its review of their independence, including beneficial ownership of our common stock and the business and personal relationships of the directors.
Board Meetings and Committees
For the year ended December 31, 2023, our Board held eight meetings. Our Audit Committee held five meetings during 2023 and our Compensation and Nominating Committee held four meetings during 2023. Directors are expected to attend the annual meeting of shareholders and all or substantially all of the Board meetings and meetings of committees on which they serve. In 2023, each director attended at least 75% of an aggregate of the meetings of the Board during such director’s tenure and the total number of meetings held by any of the committees of the Board on which the director served.
 
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Our Board has an Audit Committee and a Compensation and Nominating Committee. The composition, duties, and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
Board Member
Audit Committee
Compensation and
Nominating Committee
David Breach
X
Andre Durand
X
Michael Fosnaugh
X
Virginia Gambale
X
Charles Guan
Dean Hager
Kevin Klausmeyer
X (Chair)
Vina Leite
X (Chair)
Christina Lema
John Strosahl
Martin Taylor
X
Audit Committee
The Audit Committee is responsible for, among other matters:
1.
appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;
2.
pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
3.
reviewing our policies on risk assessment and risk management;
4.
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures, as well as critical accounting policies and practices used by us;
5.
reviewing the adequacy of our internal control over financial reporting;
6.
establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
7.
recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
8.
monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
9.
preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;
10.
reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
11.
reviewing and discussing with management and our independent registered public accounting firm our earnings releases.
Our Board has affirmatively determined that each of Ms. Gambale and Messrs. Klausmeyer and Durand meets the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Exchange Act and applicable Nasdaq listing standards. In addition, our Board has
 
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determined that Mr. Klausmeyer qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The written charter for our Audit Committee is available on the investor relations section of our website at https://ir.jamf.com/corporate-governance/governance-highlights. Our website is not part of this Proxy Statement.
Compensation and Nominating Committee
The Compensation and Nominating Committee is responsible for, among other matters:
1.
annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;
2.
evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;
3.
reviewing and approving the compensation of our other executive officers;
4.
appointing, compensating, and overseeing the work of any compensation consultant, legal counsel, or other advisor retained by the compensation committee;
5.
conducting the independence assessment outlined in Nasdaq rules with respect to any compensation consultant, legal counsel, or other advisor retained by the compensation committee;
6.
annually reviewing, and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq;
7.
reviewing and establishing our overall management compensation, philosophy, and policy;
8.
overseeing and administering our compensation and similar plans;
9.
reviewing and making recommendations to our Board with respect to director compensation;
10.
reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;
11.
developing and recommending to our Board criteria for board and committee membership;
12.
subject to the rights of Vista under the Director Nomination Agreement, identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;
13.
developing and recommending to our Board best practices and corporate governance principles;
14.
developing and recommending to our Board a set of corporate governance guidelines; and
15.
reviewing and recommending to our Board the functions, duties, and compositions of the committees of our Board.
Our Board has affirmatively determined that Ms. Leite and Messrs. Breach, Fosnaugh, and Taylor meet the definition of “independent director” for purposes of serving on a Compensation Committee under Rule 10C-1 of the Exchange Act.
The Board has adopted a written charter for the Compensation and Nominating Committee, which is available on the investor relations section of our website at https://ir.jamf.com/corporate-governance/governance-highlights. Our website is not part of this Proxy Statement.
Board Leadership Structure
The following section describes our Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices. Our Board believes the mix of experienced independent directors from outside organizations and who are Vista-affiliated, as well
 
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as management directors that make up our Board, along with the role of our Chair and our Board committee composition, benefits Jamf and its shareholders.
Independence; Board Mix
Our Board has an effective mix of independent and management directors. Our Board includes nine independent directors (including our current Chairman Mr. Fosnaugh), as well as our current Chief Executive Officer, John Strosahl and our former Chief Executive Officer, Dean Hager.
Chair / Chief Executive Officer
Our Bylaws provide that that a majority of the directors nominated or designated for nomination by Vista may designate the Chair of the Board for so long as Vista beneficially owns at least 30% or more of our Voting Stock. Mr. Fosnaugh has been our Chair since November 2020. Mr. Fosnaugh has extensive knowledge and experience in a variety of relevant areas acquired through his professional and other experiences, including technology, finance, marketing, business transactions, and mergers and acquisitions. This knowledge and experience gives Mr. Fosnaugh the insight necessary to navigate the responsibilities of strategic development and execution and provide overall guidance to our Chief Executive Officer as to the Board’s views and perspectives.
With respect to the roles of Chair of the Board and Chief Executive Officer, the corporate governance guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The roles of Chair of the Board and Chief Executive Officer are currently separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chair of the Board, streamlines decision-making and enhances accountability. The Board believes that, at this time, separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure because it allows Mr. Strosahl to focus on the management of the Company, day-to-day operations and engaging with external stakeholders, while Mr. Fosnaugh focuses his attention on the broad strategic issues considered by the Board, leveraging his strong public company background to provide strategic guidance and effective oversight of management, engaging with the Chief Executive Officer between Board meetings and providing guidance to Mr. Strosahl.
Performance Evaluation
The Board recognizes that a thorough, constructive evaluation process enhances the Board’s effectiveness and is an essential element of good corporate governance. Each year, our Compensation and Nominating Committee conducts a performance evaluation to determine whether the Board, its committees and the directors are functioning effectively. The evaluation process focuses on the contributions to Jamf by the Board and each standing committee of the Board, with an enhanced focus on areas in which the Board or management believes could improve. Written questionnaires solicit feedback on a range of issues, including Board and committee structure and composition; meeting process and dynamics; execution of key responsibilities; interaction with management; interaction with advisors and other parties, such as auditors; and information and resources. Director suggestions for improvements based on evaluation results, as well as to evaluation questionnaires and process, are considered for incorporation for the following year.
 
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Board Diversity Matrix
The table below provides certain highlights of the composition of our Board as of April 1, 2024. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f). To see our Board diversity matrix as of March 30, 2023, see our proxy statement filed with the SEC on April 13, 2023.
Board Diversity Matrix (as of April 1, 2024)
Total Number of Directors
11
Female
Male
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
3 8 0 0
Part II: Demographic Background
African American or Black
1 1 0 0
Alaskan Native or Native American
0 0 0 0
Asian
0 1 0 0
Hispanic or Latinx
0 0 0 0
Native Hawaiian or Pacific Islander
0 0 0 0
White
1 5 0 0
Two or More Races or Ethnicities
1 1 0 0
LGBTQ+
0
Did Not Disclose Demographic Background
0
Insider Trading; Hedging and Pledging Transactions
We have adopted an Insider Trading Policy that is designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq listing standards. Our Insider Trading Policy prohibits the trading of our securities on the basis of material, non-public information (except pursuant to an approved 10b5-1 trading plan), establishes regular blackout periods wherein certain designated employees are prohibited from trading in our securities and required to obtain pre-clearance during open trading periods, and requires that all insider 10b5-1 plans comply with applicable law, including with respect to cooling off periods. Additionally, we encourage our executive officers and directors to adopt 10b5-1 plans. Pursuant to our Insider Trading Policy, we prohibit our employees, directors, and officers from engaging in hedging transactions, including hedging or monetization transaction mechanisms, such as the use of financial instruments (for example, prepaid variable forwards, equity swaps, collars, and exchange funds). Additionally, directors, officers, and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.
Risk Oversight
Our management team is responsible for the day-to-day management of risks we face, while our Board, assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to ensure the risk management processes our management team has designed and implemented are appropriate and functioning adequately. To that end, our Board believes that open communication between our management team and the Board is essential for effective risk management and oversight. Our Chief Executive Officer and other members of the senior management team attend the meetings of our Board and its committees, as well as such other meetings as the Board or its committees deem appropriate, where, among other topics, they discuss strategy and key risks facing the Company. In this respect, our full Board reviews strategic and operational risk in the context of reports from our management team, and evaluates the risks inherent in significant transactions and events.
Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, improve long-term organizational performance, and enhance
 
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shareholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full Board in reviewing our business is an integral aspect of its assessment of the Company’s risk profile and also its determination of what constitutes an appropriate level of risk. In connection with its reviews of the operations of our business, our full Board addresses the primary risks associated with our business, such as strategic planning. Our Board appreciates the evolving nature of our business and industry and is actively involved with monitoring new threats and risks as they emerge, especially with respect to cybersecurity, privacy, and information security given the nature of our business.
While our full Board has overall responsibility for risk oversight, our Board committees help fulfill those oversight responsibilities in certain areas of risk. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, tax, liquidity risk, cybersecurity, and other financial and audit related risks. The Audit Committee discusses with our management team, along with our independent registered public accounting firm, Ernst & Young LLP, on a quarterly basis, guidelines and policies with respect to risk assessment and risk management, reviews our major financial risk exposures, and evaluates the steps our management team has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis, such as risk associated with internal control over financial reporting, liquidity risk, the timely detection and mitigation of the effects of cybersecurity threats or incidents to Jamf, and other financial and audit-related risks. Our Compensation and Nominating Committee oversees the design and implementation of our compensation policies and programs and monitors the incentives created by these policies and programs. In addition, our Compensation and Nominating Committee oversees our major corporate governance risks, including through monitoring the effectiveness of the Company’s ESG efforts and compliance with our Corporate Governance Guidelines. Our Compensation and Nominating Committee regularly reviews our compensation policies and practices, including the risks created by our compensation plans. We are committed to ensuring our Board and its committees are consistently updated on threats to our business and receive consistent updates on risk mitigation processes.
Code of Ethics
We have adopted a Code of Ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. Our Code of Ethics is available on the investor relations section of our website at https://ir.jamf.com/corporate-governance/governance-highlights. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.
Compensation Committee Interlocks and Insider Participation
No interlocking relationships exist between the members of our Board and the board or compensation committee of any other company.
Communications by Shareholders and Other Interested Parties with the Board
Shareholders and other interested parties may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to:
Jamf Holding Corp.
100 Washington Ave S, Suite 1100
Minneapolis, MN 55401
ATTN: Board of Directors
c/o Chief Legal Officer and Secretary
Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. Jamf will receive the communications and process them before forwarding them to the addressee. Jamf may also refer communications to other departments within
 
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Jamf. Jamf generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding Jamf.
Corporate Responsibility
We recognize the importance of a thoughtful approach to corporate citizenship and sustainability, as we believe operating our business in line with these principles drives long-term value for our stakeholders. We continue to develop our strategies and shape our programs around corporate responsibility. In 2023, we continued our commitment to innovation and responsible business practices through the release of our second Purpose and Impact Report, which provides additional information on our key ESG programs and commitments. Our Purpose and Impact Report is available on the Corporate Responsibility section of our website. Website references in this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein. While we believe that our ESG goals align with our long-term growth strategy and financial and operational priorities, they are aspirational and may change, and there can be no assurance that they will be met.
 
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EXECUTIVE OFFICERS
Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who serve as executive officers of Jamf as of April 1, 2024:
Name
Age
Position
John Strosahl
57
Chief Executive Officer
Liz Benz
45
Chief Sales Officer
Michelle Bucaria
53
Chief People Officer
Ian Goodkind
49
Chief Financial Officer
Linh Lam
41
Chief Information Officer
Jeff Lendino
53
Chief Legal Officer
Beth Tschida
55
Chief Technology Officer
Jason Wudi
45
Chief Innovation Officer
John Strosahl is the Chief Executive Officer and a member of our Board. His biography can be found above under “Director Nominees to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting”
Liz Benz has served as Jamf’s Chief Sales Officer since March 2023, and previously served in various sales leadership roles since joining Jamf in 2017, including as Jamf’s Senior Vice President of Revenue. Prior to joining Jamf, Ms. Benz held a series of sales leadership roles in the technology space, and she brings over 18 years leading and developing sales teams to her role on Jamf’s senior leadership team. Ms. Benz has a B.S. in finance from North Carolina State University and an MBA from The Carlson School of Business at the University of Minnesota.
Michelle Bucaria has served as Chief People Officer at Jamf since May 2022. Prior to joining Jamf, Ms. Bucaria served as the Chief People Officer at PointClickCare from March 2021 until May 2022. Before PointClickCare, Ms. Bucaria was Chief Human Resources Officer at Teladoc Health from February 2018 to January 2021, where she built and scaled the human resource function and developed a people strategy to help scale the business. Prior thereto, Ms. Bucaria spent 25 years at J.P. Morgan Chase, serving in a variety of executive human resources and recruiting roles. Ms. Bucaria’s career has been dedicated to collaborating with leaders to grow their businesses through talent acquisition, employee engagement, career development, and diversity and inclusion. With experience overseeing global mergers and acquisitions, Ms. Bucaria has successfully overseen organizational culture integration and has scaled human resource operations. She holds a B.S. in business administration from Boston College.
Ian Goodkind has served as the Chief Financial Officer at Jamf since September 2022. Prior thereto, Mr. Goodkind served as Jamf’s Chief Accounting Officer, leading financial accounting, internal audit, tax and treasury functions from November 2019 to September 2022. Prior to joining Jamf, Mr. Goodkind held various accounting and finance leadership roles at The Mosaic Company, a publicly traded crop nutrition company, from 2006 until March 2019, including Corporate Controller (February 2018 to March 2019), Senior Director and Assistant Controller (August 2016 to February 2018), and other director and management positions in financial reporting. Prior to this, Mr. Goodkind held various roles in accounting at Piper Jaffray and KPMG. Mr. Goodkind received his B.S.B.A. in Accounting and Finance from Drake University.
Linh Lam has served as the Chief Information Officer at Jamf since September 2021. Prior to joining Jamf, Ms. Lam was Senior Vice President and Chief Information Officer at ICE Mortgage Technology from September 2018 to September 2020 and Senior Director — Head of Enterprise Applications from July 2017 to September 2020. Prior thereto, Ms. Lam was an information technology leader at Hitachi Data Systems where she led large-scale, global customer relationship management and digital experience transformations that supported the company’s transition from a hardware to cloud software and solutions company. Ms. Lam holds a B.A. from Stanford University.
Jeff Lendino has served as the Chief Legal Officer at Jamf since October 2020, and previously served at Jamf as the General Counsel from June 2018 until October 2020. Prior to this, Mr. Lendino was the General Counsel at Vireo Health, Inc. from July 2017 until May 2018. Prior to this, Mr. Lendino held various legal
 
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roles from August 1999 until June 2017, including General Counsel, at Kroll Ontrack, a market leader in providing data recovery and e-discovery solutions. Mr. Lendino holds a bachelor’s degree from St. John’s University (Minnesota) and a J.D. from William Mitchell College of Law.
Beth Tschida has served as the Chief Technology Officer at Jamf since January 2022. Prior to this role, Ms. Tschida served as a Senior Vice President of Engineering from August 2018 until January 2022. Since joining Jamf, Ms. Tschida has rapidly scaled Jamf’s global engineering organization and expanded Jamf’s product delivery capabilities across its Apple Enterprise Management platform. Prior to joining Jamf, Ms. Tschida spent over 20 years at various Fortune 100 companies, leading technology teams within the financial services industry, with experience in digital transformations, mergers and acquisitions, and internal business systems development. Ms. Tschida has a bachelor’s degree from the University of Minnesota, Carlson School of Management.
Jason Wudi has served as the Chief Innovation Officer at Jamf since March 2023. Prior to that, Mr. Wudi served in various roles at Jamf since joining the Company in 2006, including Chief Strategist, Chief Technology Officer, Chief Cultural Officer, and the Director of Services and Support. Prior to his roles at Jamf, Mr. Wudi worked in the information system services department at the University of Wisconsin-Eau Claire. Mr. Wudi holds a bachelor’s degree in Information Systems from the University of Wisconsin-Eau Claire.
 
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides an overview of our executive compensation program and the compensation awarded to, earned by, or paid to our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), our former Chief Executive Officer (“former CEO”), and our three most highly compensated officers (other than our CEO, and CFO) who were serving as executive officers of the Company on December 31, 2023 (who, along with our CEO, former CEO, and CFO, we refer to as our Named Executive Officers (“NEOs”)). For 2023, our NEOs are:
Name
Principal Position
John Strosahl(1) Chief Executive Officer and Director
Ian Goodkind Chief Financial Officer
Linh Lam Chief Information Officer
Beth Tschida Chief Technology Officer
Jason Wudi Chief Innovation Officer
Dean Hager(2) Former Chief Executive Officer and current Director
(1)
Mr. Strosahl was appointed CEO, effective September 2, 2023. Previously he had served as our Chief Operating Officer and President.
(2)
Mr. Hager retired from his position as CEO, effective September 2, 2023. Mr. Hager has continued serving on our Board following his retirement as CEO.
Business Overview and 2023 Performance Highlights
Below is a summary of key financial and operational performance highlights for 2023:

Our Annual Recurring Revenue (“ARR”), or the annualized value of all subscription and support and maintenance contracts as of the end of the applicable period, was $588.6 million as of December 31, 2023, an increase of 15% year-over-year.

Achieved 33% year-over-year growth in security ARR, to $133.8 million as of December 31, 2023, representing 23% of our total ARR.

Our total revenue was $560.6 million for the year ended December 31, 2023, an increase of 17% year-over-year.

Our gross profit was $434.5 million for the year ended December 31, 2023, compared to $359.5 million for the year ended December 31, 2022. Our non-GAAP gross profit was $460.1 million for the year ended December 31, 2023, compared to $390.0 million for the year ended December 31, 2022.

Our operating loss was $115.2 million for the year ended December 31, 2023, compared to operating loss of $138.9 million for the year ended December 31, 2022. Our non-GAAP operating income was $45.4 million for the year ended December 31, 2023, compared to $25.9 million for the year ended December 31, 2022.

Our cash flow provided by operations was $36.0 million for the year ended December 31, 2023, compared to $90.0 million for the year ended December 31, 2022.

We successfully executed our CEO transition following Mr. Hager’s retirement and Mr. Strosahl’s appointment as CEO, effective September 2, 2023. See “— CEO Transition” below.

We completed our acquisition of Data Jar Ltd.

We ended the year with 32.3 million devices on our platform.

We ended 2023 serving more than 75,300 customers.

We hosted the Jamf Nation User Conference, our annual users conference, to recognize our customers’ success, demonstrate multiple new products and innovations, and deliver keynote presentations from industry leaders.
 
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We believe that the efforts of our NEOs were critical to our financial and operational successes in 2023.
GAAP means U.S. generally accepted accounting principles. Non-GAAP gross profit and non-GAAP operating income are non-GAAP measures that exclude the impact of certain items. This non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. For more information, including reconciliations of each non-GAAP measure to the applicable GAAP measure, please refer to Appendix A of this Proxy Statement.
CEO Transition
Mr. Hager retired from his position as our CEO, effective September 2, 2023. In connection with Mr. Hager’s retirement, we appointed John Strosahl, at that time our Chief Operating Officer and President, to succeed Mr. Hager, effective September 2, 2023. The key terms of the CEO transition are summarized below:

Following Mr. Hager’s retirement date, and subject to his earlier resignation or removal in accordance with the terms of our Bylaws and Certificate, Mr. Hager will continue to serve on our Board of Directors for his current term through the 2025 annual meeting of shareholders (and any successor term thereafter);

Mr. Hager was eligible to receive his annual bonus payment for the 2023 fiscal year, which bonus payment was pro-rated up to the retirement date and paid in a lump sum pursuant to our general bonus payment policies for executive-level employees;

So long as Mr. Hager continues to serve on our Board, Mr. Hager will continue to vest in his outstanding equity awards and be eligible to exercise his outstanding option awards, subject to the terms and conditions of our equity plans and applicable award agreements; and

Mr. Hager reaffirmed his commitment to the restrictive covenants under his then existing employment letter agreement.
2023 Executive Compensation Program Highlights
Highlights of our 2023 executive compensation program include:

A focus on a total compensation, including base salary and incentive compensation, considered against compensation offered by our peer companies which compete with us for talent;

An annual cash incentive opportunity contingent on the achievement of corporate financial performance, targeted at a percentage of each executive’s base salary, with payout on a sliding scale depending upon the degree to which we achieve our corporate financial goals;

Equity awards, comprised of restricted stock units (“RSUs”), the values of which rise as our stock price rises, and that align the interests of our executives with those of our shareholders; and

Competitive benefits that enable our executives to maintain their health and welfare, and to save for their retirement.
Overview of our Executive Compensation Program
Our executive compensation program is designed to help us attract, retain, and incentivize talented executives, to closely align pay with performance, and to align the interests of our NEOs with those of our shareholders. To further these goals, we tie a meaningful portion of our NEOs’ compensation to the attainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. In addition, we grant equity-based compensation to align the interests of our NEOs with those of our shareholders.
 
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The compensation of our NEOs in 2023 consisted of the following elements:
Compensation Element
Purpose
Features
Base salary
To provide a fair and competitive base level of compensation for services rendered Fixed annual salary targeted at the 50th percentile of our peer group
Annual Short-Term Incentive
Compensation
To motivate and reward for achievements relative to our goals and expectations for each fiscal year Annual cash incentive opportunity with payment of a targeted amount contingent on achievement of corporate financial results, with payout on a sliding scale depending on over- or under-achievement of corporate financial results
Equity Incentive Compensation
To align executives’ interests with those of our shareholders and provide an incentive for our executives to remain with us RSUs that vest over time, the values of which rise as our stock price rises, and that align the interests of our executives with those of our shareholders, generally targeted at the 50th percentile of our peer group
Other Benefits
To provide market-competitive benefits to enable our executives to maintain their health and welfare, and to save for their retirement Benefit plans such as medical, dental, and life insurance plans; 401(k) plan; we provide limited executive perquisites and supplemental executive benefits
In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with shareholder interests and with market best practices:
What We Do
What We Don’t Do
✓ Maintain an industry-specific peer group for benchmarking pay
× Allow hedging or pledging of equity
✓ Target pay based on market norms
× Allow for re-pricing of option awards
✓ Deliver executive compensation primarily through performance-based cash compensation and RSUs that increase in value based on our share performance
× Provide excessive perquisites
✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees
× Provide supplemental executive retirement plans
✓ Align performance goals for the NEOs with those of the employees generally
× Offer dividend equivalents on unearned RSUs
✓ Consult with an independent compensation consultant on compensation levels and practices
× Provide guaranteed incentive payments
✓ Maintain a clawback policy that complies with Nasdaq’s new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder
 
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We believe that these features of our executive compensation program benefit the Company as a whole and serve to increase the alignment of incentives between our NEOs and our shareholders.
Process for Determining NEO Compensation
The Compensation and Nominating Committee
The Compensation and Nominating Committee (or, as used in this Compensation Discussion and Analysis and the compensation tables that follow, the “Committee”) oversees our executive compensation program and is responsible for approving the nature and amount of the compensation paid to our NEOs and for generally overseeing our equity compensation plans and awards. As described below, the Committee also works with members of management and obtains advice from an independent compensation consultant in the course of making its compensation decisions.
The Role of Management
Together, our CEO and Chief People Officer (“CPO”) typically review the design of our executive compensation program, working with internal resources, as well as our independent compensation consultant. Based on this review, management may recommend modifications to the executive compensation program for the Committee’s consideration. In addition, our CEO and CPO provide the Committee with an assessment of the Company performance and individual performance of each NEO (other than themselves). Based on this assessment, our CEO and CPO will make recommendations to the Committee regarding the compensation of such NEOs, including the appropriate split between each of the different elements of compensation. In preparing compensation recommendations, our CEO, CPO, and other members of management involved in the compensation process review market compensation data, consisting of peer group data and other supplementary third-party survey data, and benchmark the compensation for our NEOs against such data.
Independent Compensation Consultant
In connection with the design and oversight of our compensation program, the Committee has retained Radford, an independent compensation consulting firm, to provide advice on a broad range of executive and non-employee director compensation-related matters, including the development of a peer group for compensation-setting purposes, and assistance in determining an approach to both equity-based compensation generally as well as competitive levels of cash and equity compensation for our NEOs and non-employee directors. After consideration of the independence assessment factors provided under the Nasdaq listing standards, it was determined that Radford was independent and that the work it performed during 2023 did not raise any conflicts of interest.
Use of Competitive Market Data and Peer Groups
The Committee directs Radford to provide it with competitive market data and analysis based on a select group of peers and companies and published compensation survey data, as well as current market practices and trends, compensation structures, and peer group compensation ranges. The competitive market data Radford provides is based on a compensation peer group selected and approved by the Committee with input and guidance from Radford and published compensation survey data in cases where there is insufficient data for specific executive positions within the peer group companies. The compensation peer group is comprised of companies that are considered similar to us at the time of selection based on industry, business focus, stage of development, company size, geographic location, and various financial criteria, including revenue and market capitalization.
 
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Based on these criteria, our peer group for 2023, as approved by our Committee, was comprised of the following 22 companies:
Altair Engineering Dynatrace PagerDuty Sprout Social
Appfolio Elastic Paylocity SPS Commerce
Asana Everbridge Q2 Varonis Systems
Blackline Five9 Rapid7 Workiva
Ceridian HCM nCino SentinelOne
Domo New Relic Smartsheet
We believe that the compensation practices of our 2023 peer group provided us with appropriate compensation data for evaluating the competitiveness of the compensation of our NEOs during 2023.
Notwithstanding the similarities of the 2023 peer group to Jamf, due to the nature of our business and our industry, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater compensation potential. In 2023, cash compensation for our executive officers was generally targeted at the 50th percentile of our 2023 peer group and long-term equity incentive compensation was generally targeted at the 50th percentile of our 2023 peer group. Although the executive compensation was generally targeted per the above, other criteria may be considered, including market factors, the experience level of the executive and the executive’s performance against established company and individual goals, in determining variations to this general target range.
Consideration of Say-On-Pay Advisory Vote
Because we value the opinions of our shareholders, the Board and the Committee will consider the outcome of the most recent and future Say-on-Pay voting results as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future.
Pay Mix
Our Committee oversees the general mix of the elements of our executive compensation programs. It does not target a specific mix of value for the compensation elements within these programs in either the program design or pay decisions. Rather, our Committee reviews the mix of compensation elements to ensure that performance-based compensation is appropriately apportioned to the short-term and long-term to ensure alignment with our business goals, performance and shareholder interests.
Components of Our NEO Compensation Program
Base Salary
Each of our NEOs is paid a base salary. The Committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual NEO’s skills, experience, and role. Base salaries are established based on a review of peer group data, if available for a particular position, and other third-party data obtained by our independent compensation consultant; internal pay equity; and each NEO’s skill set, experience, role, responsibilities, and prior year performance. Such base salaries are reviewed annually, and may be adjusted based on such factors and the recommendations
 
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of our CEO and CPO, except with respect to our CEO’s own base salary. The Committee sets our CEO’s base salary. The table below sets forth the annual base salaries for 2023 for each of our NEOs:
Name
2022
Base Salary
($)
2023
Base Salary
($)
% Change
John Strosahl
325,300 325,300(1)
Ian Goodkind
345,000 345,000
Linh Lam
306,000 306,000
Beth Tschida(2)
306,100
Jason Wudi
300,000 300,000
Dean Hager(3)
375,000 375,000
(1)
Reflects Mr. Strosahl’s 2023 base salary prior to his promotion to CEO. Following Mr. Strosahl’s promotion to CEO, his base salary was adjusted to $550,000.
(2)
Ms. Tschida was not an NEO for 2022.
(3)
The amounts shown reflect the annual base salary in effect prior to Mr. Hager’s retirement date. Mr. Hager retired from his position as Chief Executive Officer, effective September 2, 2023, and his salary was prorated to his retirement date, as reported in the Summary Compensation Table.
Annual Short-Term Cash Incentive Plan
Our annual short-term cash incentive plan for the 2023 fiscal year (the “2023 ACIP”) motivates and rewards our executives for achievements relative to our goals and expectations for each fiscal year. Each NEO has a target cash incentive award opportunity, defined as a percentage of his or her annual base salary (see “— 2023 ACIP NEO Award Targets and Payouts” for each NEO’s target percentage). The dominant considerations in evaluating performance under the 2023 ACIP are our financial performance relative to our plan and achievement of corporate objectives for the year; though our Committee may also consider the individual NEO’s handling of unplanned events and opportunities, as well as the CEO’s input with respect to the performance of our Company and other executives, as appropriate.
Target cash incentive award opportunities are generally determined with respect to the same corporate objectives and formula for all employees eligible to participate under our 2023 ACIP, including our NEOs, and represent a specific percentage of annual base salary.
For each of Messrs. Goodkind, Strosahl, and Wudi and Ms. Lam, their cash incentive award payout was subject to a potential 15% reduction if the Company did not achieve certain objectives for increases in BIPOC representation for each of the general Jamf employee base and Jamf management team. The Committee has included these additional metrics in order to incentivize additional corporate performance goals with respect to inclusion and representation. In addition, for Mr. Hager, his 2023 total cash incentive award opportunity included additional stretch opportunities based on achievement against certain individual Management by Objective (“MBO”) goals, as further described below. The Committee has included these additional MBOs for Mr. Hager in order to incentivize additional corporate performance goals.
2023 Performance Targets
The Committee determines the applicable performance metrics and the performance goals for our ACIP on an annual basis, taking into account, among other things, input from management, our annual operating plan and technical roadmap, and performance projections provided by us to the financial investment community. Our performance goals are set to be challenging, yet achievable. The selected performance
 
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goals are intended to promote the achievement of short-term business objectives and to support our longer-term business strategy. Accordingly, the Committee decided that payments under the 2023 ACIP would depend on the Company’s achievement of ARR and non-GAAP operating income margin targets for 2023 as follows:
Measure
Threshold Value
On-Target Value
Weighting
ARR
$570.0 million
$610.0 million
70%
Non-GAAP operating income margin*
6.2%
7.2%
30%
*
Represents Non-GAAP operating income divided by revenue.
Under the 2023 ACIP, no cash award was payable with respect to a particular measure (ARR or non-GAAP operating income margin) if the percentage achievement was below the threshold (50%) for the applicable target. At threshold attainment, payout begins at 50% of the target bonus. From threshold to target attainment for each performance metric, the payout rate rises linearly from 50% to a maximum of 200% for each performance metric at its applicable weighting percentage.
For Mr. Hager, his 2023 ACIP included an additional $150,000 stretch award opportunity based upon Company achievement against certain MBOs for ARR, non-GAAP operating income, and increases in BIPOC representation for each of the general Jamf employee base and Jamf management. While the Company satisfied the applicable targets under the non-GAAP operating income and BIPOC representation MBOs, the Company did not satisfy the applicable target under the ARR MBO. Accordingly, Mr. Hager did not earn any additional amounts under the stretch award opportunity.
2023 ACIP NEO Award Targets and Payouts
The Committee determined that the Company had achieved ARR performance of $588.6 million and non-GAAP operating income margin performance of approximately 8%, each as described above under “— 2023 Performance Targets.” Accordingly, the weighted payout for its executive officers was approximately 93.3% of target. In addition, the applicable BIPOC representation targets under the 2023 ACIP for Messrs. Goodkind, Strosahl, and Wudi and Ms. Lam were satisfied, and, as a result, their payouts were not subject to reduction.
In light of such achievement, the actual cash incentive award amounts under the 2023 ACIP were approved by our Committee and paid to our NEOs, as set forth in the table below.
Named Executive Officer
2023
Target Cash
Incentive
Award
(% of 2023
Base Salary)
(1)
2023
Target Cash
Incentive
Award
Opportunity ($)
(1)
2023
Actual Cash
Incentive
Award
Payment ($)
(1)
John Strosahl
100% 399,790 373,004
Ian Goodkind
75% 258,750 241,414
Linh Lam
50% 153,000 142,749
Beth Tschida
50% 153,050 142,796
Jason Wudi
50% 150,000 139,950
Dean Hager(2)(3)
60% 225,000 140,333
(1)
ACIP payouts are prorated based on salary adjustments made across the fiscal year. The cash incentive award opportunity and award amounts are calculated using the NEO’s target award percentage multiplied by their eligible base earnings in the calculation period.
(2)
In addition, Mr. Hager was eligible to receive an additional stretch cash incentive award opportunity as described above under “— 2023 Performance Targets.”
(3)
On account of Mr. Hager retirement as CEO, his 2023 ACIP payout was prorated through September 2, 2023. See “— CEO Transition.”
 
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Long-Term Equity Incentive Awards
The Committee believes that in order to appropriately incentivize NEOs to create shareholder value, a significant portion of our NEOs’ compensation should be in the form of equity-based compensation. Our long-term incentive program is designed to tie compensation realized to stock price performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning NEO pay with value creation on behalf of shareholders.
2023 Equity Grants
In 2023, the Committee approved the grant of RSUs to each of our NEOs in connection with our annual equity program, as well as a one-time grant to Mr. Strosahl in connection with his promotion to CEO. The RSUs vest ratably over four years from the date of grant based on the NEO’s continued employment through each vesting date. The vesting of the RSUs may be accelerated under certain prescribed circumstances. Each RSU corresponds in value to a single share of our common stock. On each vesting date, the number of RSUs that vest will be distributed in an equivalent number of shares of our common stock less any shares utilized to satisfy payroll tax obligations.
The Committee granted RSUs to our NEOs in connection with our annual equity program to align the interests of our NEOs with those of our shareholders (since the value of RSUs is tied to our share performance) and to encourage retention through time-based vesting. In particular, the Committee considers competitive RSU grants to be an effective long-term incentive that drives retention and continuity in our executive management team. The Committee granted additional RSUs to Mr. Strosahl in connection with his promotion to CEO in order to align his compensation with his new role and because the Committee believes that this award provides a compelling incentive for Mr. Strosahl in his leadership of Jamf, and will reward his focus on Jamf’s long-term growth strategy.
The Committee set the target grant date equity value of the awards for each NEO based on the factors described above, and in connection with setting such targets the Committee engaged Radford to provide competitive market data and analysis based on a select group of peers and companies and published compensation survey data, as well as information about current market practices and trends. The grant date equity value of the 2023 RSUs granted to each of our NEOs in connection with our annual program, as well as one-time grants is set forth below.
Named Executive Officer
Grant Date
Grant Date Fair
Value of Stock
Awards
($)
(1)
John Strosahl
March 15, 2023
3,249,998
October 15, 2023
5,999,993
Ian Goodkind
March 15, 2023
2,149,990
Linh Lam
March 15, 2023
1,499,987
Beth Tschida
March 15, 2023
2,149,990
Jason Wudi
March 15, 2023
1,499,987
Dean Hager
March 15, 2023
3,499,982
(1)
Amounts represent the grant date fair value of RSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The assumptions used in calculating grant-date fair value of the RSUs are set forth in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the NEOs for these RSUs.
Employee Benefits
We maintain a tax-qualified retirement plan that provides all of our full-time U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan,
 
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participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan subject to applicable annual limits under the Internal Revenue Code of 1986, as amended. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employee elective deferrals are 100% vested at all times. We also provide a 3% employer contribution. As a U.S. tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan and all contributions are deductible by us when made. Our NEOs participate in our 401(k) plan on the same basis as other eligible employees. We do not maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans that cover our NEOs.
All of our full-time U.S. employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical and dental benefits, life insurance benefits, and short-term and long-term disability insurance. Our NEOs participate in these plans on the same basis as other eligible employees. We do not maintain any supplemental health or welfare plans for our NEOs.
We provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual NEO in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment, motivation or retention purposes.
Change in Control and Severance Benefits
We have entered into letter agreements with each of our current NEOs, which provide for severance payments and benefits in connection with certain terminations of employment. In addition, the stock awards granted to our NEOs would vest in connection with a qualifying termination of employment following a change in control. For more information on the payments and benefits provided to our NEOs in connection with certain terminations or a change in control, see “Potential Payments Upon Termination or Change in Control.”
Compensation Risk Assessment
The Committee regularly reviews our compensation policies and practices, including the risks created by our compensation plans, and has concluded that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Tax and Accounting Considerations
The Committee considers the tax and accounting consequences of compensation paid under our executive compensation program. However, the Committee believes that its primary responsibility is to maintain an executive compensation program that attracts, retains, and rewards our NEOs. Accordingly, the Committee has paid, and may continue to pay, in its discretion, compensation that is not fully deductible or is limited as to tax deductibility.
Clawback Policy
The adopted a Clawback Policy (the “Clawback Policy”) that complies with Nasdaq’s new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the Clawback Policy requires that covered executives must reimburse the Company or forfeit any excess incentive-based compensation “received” ​(as defined under the clawback rules) by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Executives covered by the Clawback Policy are current and former executive officers, as determined by the Committee in accordance with Section 10D of the Exchange Act and the Nasdaq listing standards. Incentive-based compensation subject to the Clawback Policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The Clawback Policy will only apply to incentive-based compensation received on or after October 2, 2023.
 
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COMPENSATION COMMITTEE REPORT
The Compensation and Nominating Committee has reviewed and discussed the “Compensation Discussion and Analysis” disclosure with management. Based on this review and discussion, the Compensation and Nominating Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in the Proxy Statement distributed in connection with the Annual Meeting.
The Compensation and Nominating Committee:
Vina Leite, Chair
David Breach
Michael Fosnaugh
Martin Taylor
The information contained in this compensation committee report shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act. No portion of this compensation committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that Jamf specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.
 
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for 2023 and, if applicable, 2022 and 2021.
Name and principal position
Year
Salary
Bonus
Nonequity
Incentive Plan
Compensation
(1)
Stock
Awards
(2)
All Other
Compensation
(3)
Total
John Strosahl, Chief Executive
Officer
(4)
2023 $ 390,118 $ 373,004 $ 9,249,991 $ 13,505 $ 10,026,618
2022 $ 317,522 $ 263,493 $ 3,253,029 $ 9,267 $ 3,843,311
2021 $ 281,994 $ 353,920 $ 4,965,586 $ 8,817 $ 5,610,317
Ian Goodkind, Chief Financial
Officer
2023 $ 345,000 $ 241,414 $ 2,149,990 $ 13,505 $ 2,749,909
2022 $ 294,216 $ 146,967 $ 1,384,915 $ 9,267 $ 1,835,365
Linh Lam, Chief Information Officer
2023 $ 306,000 $ 142,749 $ 1,499,987 $ 9,999 $ 1,958,735
2022 $ 304,847 $ 123,463 $ 2,142,026 $ 9,267 $ 2,579,603
Beth Tschida, Chief Technology Officer
2023 $ 304,924 $ 142,796 $ 2,149,990 $ 9,999 $ 2,607,709
Jason Wudi, Chief Innovation Officer
2023 $ 300,001 $ 139,950 $ 1,499,987 $ 9,999 $ 1,949,937
2022 $ 299,424 $ 121,267 $ 2,099,811 $ 9,267 $ 2,529,769
2021 $ 280,385 $ 163,327 $ 4,263,767 $ 8,813 $ 4,716,292
Dean Hager, Former Chief Executive Officer(5)
2023 $ 266,827 $ 140,333 $ 3,499,982 $ 41,414 $ 3,948,556
2022 $ 375,000 $ 185,250 $ 3,750,019 $ 9,267 $ 4,319,536
2021 $ 375,000 $ 401,730 $ 7,690,776 $ 8,817 $ 8,476,323
(1)
Represents the actual amounts earned by each of our NEOs under the 2023 ACIP as described above under “Compensation Discussion and Analysis — Annual Short-Term Cash Incentive Plan.”
(2)
Amounts represent the grant date fair value of RSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the NEOs for these RSUs.
(3)
Included in the “All Other Compensation” column for 2023 were the following items:
Name
Tax
Gross-Ups
Employer
Contributions to
401(k) Plan
Life
Insurance
Premiums
Director
Fees
Total
John Strosahl
$ 3,506 $ 9,900 $ 99 $ 13,505
Ian Goodkind
$ 3,506 $ 9,900 $ 99 $ 13,505
Linh Lam
$ 9,900 $ 99 $ 9,999
Beth Tschida
$ 9,900 $ 99 $ 9,999
Jason Wudi
$ 9,900 $ 99 $ 9,999
Dean Hager
$ 6,445 $ 9,900 $ 69 $ 25,000 $ 41,414
(4)
Mr. Strosahl serves on the Board, but is not paid additional compensation for such service. See “Director Compensation.”
 
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(5)
Mr. Hager retired from his position as CEO, effective September 2, 2023. See “Compensation Discussion and Analysis — CEO Transition.”
Grants of Plan-Based Awards Table
The following table sets forth information regarding plan-based awards made to each of our NEOs during 2023.
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
All other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
(3)
Grant Date
Fair Value of
Stock
Awards
(4)
Name
Grant Date
Threshold
($)
(1)
Target
($)
(2)
Maximum
($)
(2)
John Strosahl
59,969 399,790 799,580
3/15/2023 162,744 $ 3,249,998
10/15/2023 387,847 $ 5,999,993
Ian Goodkind
38,813 258,750 517,500
3/15/2023 107,661 $ 2,149,990
Linh Lam
22,950 153,000 306,000
3/15/2023 75,112 $ 1,499,987
Beth Tschida
22,958 153,050 306,100
3/15/2023 107,661 $ 2,149,990
Jason Wudi
22,500 150,000 300,000
3/15/2023 75,112 $ 1,499,987
Dean Hager(5)
33,750 225,000 450,000
150,000(6) 150,000(6) 150,000(6)
3/15/2023 175,262 $ 3,499,982
(1)
The amounts reported were calculated based on assuming achievement of only the non-GAAP operating income margin metric (30% of the applicable NEO’s target cash award percentage) under the general corporate goals of the 2023 ACIP and, for Messrs. Goodkind, Strosahl, and Wudi and Ms. Lam, satisfaction of applicable BIPOC representation targets. See “Compensation Discussion and Analysis — Annual Short-Term Cash Incentive Plan” above for additional details.
(2)
Amounts represent the target and maximum annual cash incentive award opportunities for our NEOs under the 2023 ACIP. Cash incentive award amounts are calculated using the NEO’s target award percentage multiplied by their eligible base earnings in the calculation period. See “Compensation Discussion and Analysis — Annual Short-Term Cash Incentive Plan” above for additional details. The actual amounts paid to our NEOs under our 2023 ACIP are set forth in the Non-Equity Incentive Plan Compensation of the Summary Compensation Table above.
(3)
Amounts represent the number of RSUs granted to our NEOs in 2023. See “Compensation Discussion and Analysis — Long-Term Equity Incentive Awards” above for additional details.
(4)
Amounts represent the grant date fair value of RSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The assumptions used in calculating grant-date fair value of the RSUs are set forth in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the NEOs for these RSUs.
(5)
In connection with Mr. Hager’s retirement as CEO, his actual 2023 ACIP payout was prorated through September 2, 2023. The amounts reported above reflect the threshold, target and maximum 2023
 
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ACIP opportunities applicable to Mr. Hager prior to his retirement. See “Compensation Discussion and Analysis — CEO Transition.”
(6)
See “Compensation Discussion and Analysis — 2023 Performance Targets” above for more information with respect to Mr. Hager’s stretch cash incentive award opportunity.
Outstanding Equity Awards at 2023 Fiscal Year End
Option Awards(1)
Stock Awards
Name
Grant Date
Number of
securities
underlying
unexercised
options (#)
exercisable
Number of
securities
underlying
unexercised
options (#)
unexercisable
Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options (#)
Option
exercise
price
($)
Option
expiration
date
Number of
shares or
units of
stock that
have
not vested
(#)
(2)
Market
value of
shares or
units of
stock that
have
not vested
($)
(3)
Equity
incentive
plan
awards:
Number of
unearned
shares,
units or
other
rights
that have
not vested
(#)
Equity
incentive
plan
awards:
Market or
payout
value of
unearned
shares,
units or
other
rights
that have
not vested
($)
John Strosahl
11/21/2017 121,000 5.49 11/21/2027
10/10/2019 123,750 8.21 10/10/2029
6/1/2021 71,591 1,292,933
3/15/2022 77,848 1,405,935
3/15/2023 162,744 2,939,157
10/15/2023 387,847 7,004,517
Ian Goodkind
11/18/2019 13,292 8.21 11/18/2029
11/18/2019 12,763 8.21 11/18/2029
6/1/2021 23,222 419,389
3/15/2022 33,142 598,545
3/15/2023 107,661 1,944,358
Linh Lam
11/1/2021 18,310 330,679
3/15/2022 51,261 925,774
3/15/2023 75,112 1,356,523
Beth Tschida
6/1/2021 23,756 429,033
3/15/2022 51,277 926,063
3/15/2023 107,661 1,944,358
Jason Wudi
11/21/2017 133,900 5.49 11/21/2027
10/10/2019 74,250 8.21 10/10/2029
6/1/2021 61,472 1,110,184
3/15/2022 50,251 907,533
3/15/2023 75,112 1,356,523
Dean Hager(4)
11/21/2017 1,464,939 5.49 11/21/2027
12/10/2019 284,625 8.70 12/10/2029
6/1/2021 110,882 2,002,529
3/15/2022 89,742 1,620,741
3/15/2023 175,262 3,165,232
 
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(1)
Each stock option was granted pursuant to our 2017 Stock Option Plan (the “2017 Plan”).
(2)
The RSUs vest over a four-year period, with 25% of the shares to vest on the completion of each one-year anniversary of the vesting commencement date, subject to continuous service. The RSUs will fully vest upon a qualifying termination of employment following a change in control of the Company. See “— Potential Payments Upon Termination or Change in Control” below for additional details.
(3)
The amounts reported in this column are equal to the number of RSUs subject to the award multiplied by $18.06, which was the per share closing price of a share of our common stock on December 29, 2023 on the Nasdaq.
(4)
Following his retirement, Mr. Hager continues to vest in his outstanding equity awards and is eligible to exercise his vested options so long as he continues serving on our Board. See “Compensation Discussion and Analysis — CEO Transition.”
Option Exercises and Stock Vested
The following table shows the stock options that our NEOs exercised during 2023 and stock awards held by our NEOs that vested during 2023.
Option Awards
Stock Awards
Named Executive Officer
Number of Shares
Acquired on Exercise
(1)
Value Realized on
Exercise
($)
(2)
Number of Shares
Acquired on Vesting
(3)
Value Realized
on Vesting
($)
(4)
John Strosahl
61,746 1,171,221
Ian Goodkind
73,633 1,034,646 22,660 431,958
Linh Lam
26,242 479,609
Beth Tschida
126,042 1,744,419 28,971 556,417
Jason Wudi
47,488 896,279
Dean Hager
85,354 1,610,686
(1)
Represents the gross number of shares acquired upon exercise of vested stock options, without taking into account any shares withheld to cover the option exercise price or applicable tax obligations.
(2)
The value realized on exercise is calculated by multiplying the (1) number of shares shown in the table by (2) the market value at the time of exercise less the exercise price.
(3)
Represents the gross number of shares acquired on vesting of RSUs, without taking into account any shares withheld to satisfy applicable tax obligations.
(4)
Represents the value of the vested RSUs calculated by multiplying (1) the number of vested RSUs by (2) the closing price on the date prior to the vesting date.
Pension Benefits and Nonqualified Deferred Compensation
None of our NEOs participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during 2023 or in any prior year.
Potential Payments Upon Termination or Change in Control
We have employment letter agreements with each of our current NEOs that provide for at-will employment and set forth each NEO’s initial annual base salary (subject to adjustment as set forth in “Compensation Discussion and Analysis — Process for Determining NEO Compensation” above), target annual cash incentive award opportunity (subject to adjustment as set forth in “Compensation Discussion and Analysis — Process for Determining NEO Compensation” above), and eligibility to participate in our benefit plans generally. Each NEO is also subject to our standard confidentiality, invention assignment, non-solicit, non-compete, and arbitration agreement.
 
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Under Mr. Strosahl’s employment letter agreement, upon a termination of Mr. Strosahl’s employment by the Company without Cause or by Mr. Strosahl for Good Reason (as those terms are defined in the employment letter agreement) (each, a “Qualifying Termination”) and subject to Mr. Strosahl’s execution of a separation and release agreement, Mr. Strosahl would receive or be eligible for (as applicable), in addition to any Accrued Amounts (as defined below): (A) a cash severance payment for the applicable severance period (as described below); (B) amounts due for COBRA continuation coverage for the applicable severance period (as described below) (subject to eligibility); and (C) acceleration of 50% of Mr. Strosahl’s then outstanding unvested equity awards that vest based on continued employment or service; provided that, in the event a Qualifying Termination occurs during a Change of Control Period (as discussed further below), (x) the Company would additionally be obligated to pay Mr. Strosahl a prorated bonus for the calendar year that includes the termination date based on deemed achievement of the performance criteria at target levels and (y) 100% of Mr. Strosahl’s then outstanding unvested equity awards that vest based on continued employment or service would accelerate and vest as of the termination date. “Accrued Amounts” include (i) any unpaid base salary through the termination date; (ii) any bonus earned but unpaid with respect to the calendar year ending on or preceding the termination date; (iii) any accrued but unused vacation, payable in accordance with the Company’s vacation policy as in effect on the termination date; and (iv) reimbursement for any unreimbursed business expenses incurred through the termination date.
Under the employment letter agreements for each of Messrs. Goodkind and Wudi and Ms. Lam, in the event of a Qualifying Termination and subject to the applicable NEO’s execution of a separation and release agreement, the NEO would receive or be eligible for (as applicable), in addition to any Accrued Amounts: (A) a cash severance payment for the applicable severance period (as described below); and (B) amounts due for COBRA continuation coverage for the applicable severance period (as described below); provided, that in the event a Qualifying Termination occurs during a Change of Control Period (as discussed further below), (x) the Company would additionally be obligated to pay the NEO a prorated bonus for the calendar year that includes the termination date based on deemed achievement of the performance criteria at target levels and (y) 100% of the NEO’s then outstanding unvested equity awards that vest based on continued employment or service would accelerate and vest as of the termination date.
Under Ms. Tschida’s employment letter agreement, in the event of a Qualifying Termination and subject to Ms. Tschida’s execution of a separation and release agreement, Ms. Tschida would receive a cash severance payment for the applicable severance period (as described below).
The applicable severance periods for our current NEOs are as set forth below:
Named Executive Officer
Severance Period for
Qualifying Termination without
Change in Control
(1)
Severance Period for
Qualifying Termination with
Change in Control
(1)
John Strosahl
12 months
18 months
Ian Goodkind
6 months
12 months
Linh Lam
6 months
12 months
Beth Tschida
12 months
12 months
Jason Wudi
6 months
12 months
(1)
The Change of Control Period means the one-year period immediately following a Change of Control and the three-month period immediately preceding a Change of Control. Change of Control has the meaning set forth in the 2020 Plan (as defined below).
Pursuant to terms of the employment letter agreements as described above, the RSUs granted to certain of our NEOs would vest upon a Qualifying Termination.
The amount of compensation and benefits payable to each current NEO under their existing employment agreements in various termination and change in control situations has been estimated in the tables below. Cash severance amounts were calculated based on the NEO’s base salary as in effect on December 31, 2023 and the NEO’s target 2023 ACIP payout for a qualifying termination with change in control. As applicable, the value of the equity vesting acceleration was calculated for each of the tables below based on the assumption that the change in control and the NEO’s employment termination occurred on
 
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December 31, 2023. The per share closing price of the Company’s stock on the Nasdaq as of December 29, 2023 was $18.06, which was used as the value of the Company’s stock in the change in control. The value of RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2023, by the per share closing price of the Company’s stock as of December 29, 2023.
The following table describes the potential payments and benefits upon employment termination for Mr. Strosahl, as if his employment terminated as of December 31, 2023.
Executive Benefits and Payment upon Termination
Qualifying
Termination Not in
Connection with a
Change in Control ($)
Qualifying
Termination with
Change in Control ($)
Compensation:
Cash Severance
550,000 1,224,790
Acceleration of Equity Awards
6,321,271 12,642,542
Health care continuation
28,792 43,188
Total
6,900,063 13,910,520
The following table describes the potential payments and benefits upon employment termination for Mr. Goodkind, as if his employment terminated as of December 31, 2023.
Executive Benefits and Payment upon Termination
Qualifying
Termination Not in
Connection with a
Change in Control ($)
Qualifying
Termination with
Change in Control ($)
Compensation:
Cash Severance
172,500 603,750
Acceleration of Equity Awards
2,962,292
Health care continuation
14,352 28,703
Total
186,852 3,594,745
The following table describes the potential payments and benefits upon employment termination for Ms. Lam, as if her employment terminated as of December 31, 2023.
Executive Benefits and Payment upon Termination
Qualifying
Termination Not in
Connection with a
Change in Control ($)
Qualifying
Termination with
Change in Control ($)
Compensation:
Cash Severance
153,000 458,500
Acceleration of Equity Awards
2,612,976
Health care continuation
3,697 7,394
Total
156,697 3,078,870
 
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The following table describes the potential payments and benefits upon employment termination for Ms. Tschida, as if her employment terminated as of December 31, 2023.
Executive Benefits and Payment upon Termination
Qualifying
Termination Not in
Connection with a
Change in Control ($)
Qualifying
Termination with
Change in Control ($)
Compensation:
Cash Severance
306,100 306,100
Acceleration of Equity Awards
Health care continuation
Total
306,100 306,100
The following table describes the potential payments and benefits upon employment termination for Mr. Wudi, as if his employment terminated as of December 31, 2023.
Executive Benefits and Payment upon Termination
Qualifying
Termination Not in
Connection with a
Change in Control ($)
Qualifying
Termination with
Change in Control ($)
Compensation:
Cash Severance
150,000 450,000
Acceleration of Equity Awards
3,374,240
Health care continuation
14,396 28,792
Total
164,396 3,853,032
CEO Transition
Mr. Hager retired from his position as our CEO, effective September 2, 2023. See “Compensation Discussion and Analysis — CEO Transition.” In connection with the CEO transition, among other things, (i) Mr. Hager’s 2023 ACIP payout was prorated through September 2, 2022 (valued at approximately $225,000 at the target payout), (ii) Mr. Hager was entitled to continue to vest in his outstanding equity awards so long as he continues to serve on our Board (based on the closing price of our common stock on December 29, 2023 of $18.06, the value of Mr. Hager’s retained RSU awards eligible for continued vesting through his transition end date was approximately $6.8 million), and (iii) Mr. Hager continues to be eligible to exercise his vested options so long as he continues as a member of our Board (based on the closing price of our common stock on December 29, 2023 of $18.06, less the applicable exercise price, the value of Mr. Hager’s retained stock option awards held at December 31, 2023 was approximately $21.1 million).
CEO Pay Ratio
Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer (“PEO”) to the median of the annual total compensation of all of our employees other than our PEO.
Because we have had no changes to our employee population or compensation arrangements that would significantly impact our pay ratio disclosure, the employee representing the median paid employee for 2023 is the same employee selected for 2022.
We had two CEOs who served us during 2023, Mr. Hager our former CEO, and Mr. Strosahl, our current CEO. As permitted under the rules, we chose to use Mr. Hager for the pay ratio calculation because Mr. Hager served as CEO for the majority of the fiscal year. For 2023, the annualized total compensation for Mr. Hager was $4,126,351, and the annual total compensation for our median employee was $100,489, resulting in an estimated pay ratio of approximately 41:1.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median
 
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compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Pay Versus Performance
This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K (“Item 402(v)”) and does not necessarily reflect the value actually realized by the NEOs or how the Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Compensation and Nominating Committee seeks to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis” beginning on page 31.
The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO Named Executive Officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 31, (ii) the “compensation actually paid” ​(“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.
Year
Summary
compensation
table total
for current
PEO
(1)
Summary
compensation
table total for
former
PEO
(2)
Compensation
actually paid to
current
PEO
(1)(3)(8)
Compensation
actually paid
to former
PEO
(2)(3)(8)
Average
summary
compensation
table total
for non-PEO
NEOs
(4)
Average
compensation
actually paid
to non-PEO
NEOs
(4)(3)(8)
Value of initial fixed $100
investment based on:
Net income
(in millions)
(6)
ARR
(in millions)
(7)
Total
shareholder
return
(5)
Peer group
total
shareholder
return
(5)
2023
$ 10,026,618 $ 3,948,556 $ 10,084,908 $ 2,743,264 $ 2,316,573 $ 1,803,530 $ 46.07 $ 190.86 $ (110.1) $ 588.6
2022
$ 4,319,536 $ 20,138,596 $ 2,710,211 $ 3,135,587 $ 54.34 $ 120.92 $ (141.3) $ 512.5
2021
$ 8,476,323 $ 10,597,836 $ 5,046,446 $ 5,759,561 $ 96.96 $ 168.40 $ (75.2) $ 412.5
2020
$ 765,208 $ (4,831,435) $ 588,881 $ (443,390) $ 76.33 $ 125.18 $ (24.1) $ 285.3
(1)
Mr. Strosahl was our PEO from September 2, 2023-December 31, 2023.
(2)
Mr. Hager was our PEO for the fiscal years ended December 31, 2020, 2021 and 2022 and from January 1, 2023-September 2, 2023.
(3)
In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.
(4)
For 2023, Mses. Lam and Tschida and Messrs. Goodkind and Wudi were our Other NEOs. For 2022, Mses. Lam and Putman and Messrs. Goodkind, Strosahl, and Wudi were our Other NEOs. For 2021, Ms. Putman and Messrs. Strosahl, Lendino, and Wudi were our Other NEOs. For 2020, Ms. Putman and Mr. Strosahl were the Other NEOs.
(5)
Pursuant to SEC rules, the TSR figures for each applicable year assume a fixed investment of $100 on July 22, 2020. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Information Technology Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K.
(6)
Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year.
(7)
We have selected ARR as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2023.
 
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(8)
In calculation of compensation actually paid and presented in the table for fiscal year 2023, the following amounts were deducted and added:
Adjustments to Calculate CAP to PEO and Average CAP to Other NEOs
Adjustments
Current PEO
Former PEO
Other NEOs
SCT Total
$ 10,026,618 $ 3,948,556 $ 2,316,573
Adjustments for stock awards and option awards
(Deduct): Aggregate grant date fair value for stock awards and option awards included in SCT Total for the covered fiscal year
(9,249,991) (3,499,982) (1,824,989)
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end
9,943,673 3,165,232 1,650,440
Add (Deduct): Year-over-year change in fair value at covered
fiscal year end of awards granted in any prior fiscal year
that were outstanding and unvested at the covered fiscal
year end
(484,184) (650,022) (253,280)
Add: Vesting date fair value of awards granted and vested during the covered fiscal year
Add (Deduct): Change as of the vesting date (from the end of
the prior fiscal year) in fair value of awards granted in any
prior fiscal year for which vesting conditions were satisfied
during the covered fiscal year
(151,208) (220,520) (85,214)
(Deduct): Fair value at end of prior fiscal year of awards
granted in any prior fiscal year that failed to meet the
applicable vesting conditions during the covered fiscal year
Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year
CAP Amounts (as calculated)
$ 10,084,908 $ 2,743,264 $ 1,803,530
Relationship between CAP and ARR, Net Income, TSR, and Peer Group TSR
The former PEO CAP and the average Other NEO CAP decreased in 2023. The current PEO CAP increased in 2023. The decrease in each of former PEO CAP and the average Other NEO CAP in 2023 was largely the result of the decrease in fair value of awards granted prior fiscal years that were outstanding and unvested at December 31, 2023. The increase in current PEO CAP was largely the result of the CEO promotion grant described more fully above in Compensation Discussion and Analysis — Long-Term Equity Incentive Awards — 2023 Equity Grants.”
Jamf’s Net Income and ARR increased for the covered period and was directionally in line with current PEO CAP, whereas former PEO CAP and the average Other NEO CAP decreased over the covered period. In addition, Jamf’s cumulative TSR ended lower than the cumulative TSR of Jamf’s Peer Group for the covered period, and was directionally in line with former PEO CAP and the average Other NEO CAP, whereas current PEO CAP increased over the covered period.
 
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The graphs below provide additional information regarding the relationship between CAP and ARR, Net Income, TSR, and Peer Group TSR.
[MISSING IMAGE: bc_capvsarr-4c.jpg]
[MISSING IMAGE: bc_capvsnetincm-4c.jpg]
 
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[MISSING IMAGE: bc_capvstsr-4c.jpg]
2023 Performance Measures
We consider the list below to be Jamf’s most important metrics that link compensation paid to our NEOs, as they are the key metrics that determine the payout of Jamf’s ACIP, as well as certain management MBOs. For more information on the 2023 ACIP and actual payouts thereunder for each NEO, see “Compensation Discussion and Analysis — Annual Short-Term Cash Incentive Plan” beginning on page 26 of this Proxy Statement. The performance measures included in this table are not ranked by relative importance.
ARR
Non-GAAP Operating Income Margin
Non-GAAP Operating Income
Diversity & Inclusion
Equity Incentives — 2017 Stock Option Plan
The 2017 Plan was originally adopted by our Board and approved by our shareholders in connection with Vista’s acquisition of Jamf. Under the 2017 Plan, we have reserved for issuance an aggregate of 8,470,000 shares of our common stock. The number of shares of common stock reserved for issuance is subject to automatic adjustment in the event of a stock split, stock dividend, or other change in our capitalization.
Our Compensation and Nominating Committee is the administrator of the 2017 Plan. The administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, and to determine the specific terms and conditions of each award. The administrator is authorized to exercise its discretion to reduce the exercise price of outstanding stock options or effect the repricing of such awards through cancellation and re-grants without shareholder approval.
Our Board determined not to make any further awards under the 2017 Plan following the completion of our IPO.
 
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Equity and Cash Incentives — 2020 Omnibus Incentive Plan
Our 2020 Omnibus Incentive Plan (the “2020 Plan”) was adopted by our Board and approved by our shareholders in connection with our IPO. Under the 2020 Plan, employees, consultants, and directors of our Company and our affiliates performing services for us, including our executive officers, are eligible to receive awards. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards, and performance awards intended to align the interests of participants with those of our shareholders. We initially reserved 14,800,000 shares of our common stock for issuance under the 2020 Plan. The total number of shares reserved for issuance under the 2020 Plan increases on January 1st of each of the first 10 calendar years during the term of the 2020 Plan by the lesser of: (i) a number of shares of our common stock equal to 4% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year or (ii) a number of shares of our common stock as determined by our Board.
The 2020 Plan is administered by our Compensation and Nominating Committee. The Compensation and Nominating Committee has the authority to construe and interpret the 2020 Plan, grant awards and make all other determinations necessary or advisable for the administration of the plan. Awards under the 2020 Plan may be made subject to “performance conditions” and other terms.
2021 ESPP
The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was adopted by our Board in March 2021 and approved by our shareholders in May 2021. The 2021 ESPP grants employees the ability to designate a portion of their base pay to purchase shares at a price equal to 85% of the fair market value of our shares on the first or last day of each 6-month purchase period. Shares are purchased on the last day of the purchase period. Currently, any officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act is not eligible to participate in the 2021 ESPP. The total number of shares reserved for issuance under the 2021 ESPP increases on January 1st of each of the first 10 calendar years after the first offering date by the lesser of: (i) a number of shares of our common stock equal to 1% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year or (ii) the number of shares of our common stock as determined by the plan administrator.
Equity Compensation Plan Information
The following table provides information as of December 31, 2023, regarding shares of our common stock that may be issued under our equity compensation plans, consisting of the 2017 Plan, the 2020 Plan, and the 2021 ESPP.
Plan Category
Number of securities to be
issued upon exercise of
outstanding options, warrants,
and rights
Weighted average exercise
price of outstanding options,
warrants, and rights
Number of remaining
available securities for future
issuance under equity
compensation plans
Equity compensation plans approved by shareholders(1)
14,195,186(2) $ 6.30(3) 18,543,219(4)
Equity compensation plans not approved by shareholders
N/A N/A N/A
(1)
As December 31, 2023, the number of shares reserved for issuance under our 2017 Plan, 2020 Plan, and 2021 ESPP were 8,470,000 shares, 29,183,546 shares, and 5,425,961 shares, respectively, subject to adjustment in the event of a stock split, stock dividend, or other change in our capitalization. The number of shares reserved for issuance under our 2020 Plan automatically increases each January 1st of each of the first 10 calendar years during the term of the 2020 Plan by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31st or such lesser number of shares as determined by our Board. The total number of shares reserved for issuance under the 2021 ESPP automatically increases on January 1st of each of the first 10 calendar years after the first offering date by a number of shares of our common stock equal to 1% of the total number of shares of our
 
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common stock outstanding on December 31st of the preceding calendar year or such lesser number of shares as determined by the plan administrator. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated, other than by exercise, under the 2017 Plan and 2020 Plan will be added back to the shares of common stock available for issuance under such plans.
(2)
Includes 2,594,622 shares issuable upon the exercise of outstanding return target options, 1,048,885 shares issuable upon the exercise of outstanding service options, and 10,551,679 shares issuable upon the vesting of outstanding RSUs.
(3)
As RSUs do not have an exercise price, such units are not included in the weighted average exercise price calculation.
(4)
As of December 31, 2023, there are 128,928 shares available for grant under our 2017 Plan, 13,716,641 shares available for grant under our 2020 Plan, and 4,697,650 shares available for grant under the 2021 ESPP. We no longer make grants under the 2017 Plan.
 
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DIRECTOR COMPENSATION
Non-Employee Director Compensation
The following table presents the total compensation for each person who served as a non-employee member of our Board and was not affiliated to Vista during 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of our Board or representatives of Vista in 2023, other than reimbursement for their reasonable expenses to attend meetings of our Board and related committees and otherwise to attend to our business. Mr. Strosahl, our Chief Executive Officer, and representatives of Vista receive no compensation for service as directors and, consequently, are not included in this table. The compensation received by Mr. Hager and Mr. Strosahl in their capacities as employees of the Company is presented in “Executive Compensation — Summary Compensation Table.”
Name
Fees earned or
paid in cash ($)
(1)
Stock awards
($)
(2)
Total ($)
Andre Durand
100,000 149,988 249,988
Virginia Gambale
100,000 149,988 249,988
Dean Hager(3)
Kevin Klausmeyer
120,000 149,988 269,988
Vina Leite
120,000 149,988 269,988
(1)
The amount reflects the aggregate dollar amount of all fees earned or paid in cash for services as a Director. Differences reflect cash retainers paid to committee chairs.
(2)
Amounts represent the grant date fair value of RSUs granted to the directors as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the directors for these RSUs. As of December 31, 2023, 409,106 unvested stock awards were held collectively by Non-Employee Directors and individually in the following amounts: Andre Durand, 8,305; Virginia Gambale, 8,305; Dean Hager, 375,886; Kevin Klausmeyer, 8,305; and Vina Leite, 8,305.
(3)
Mr. Hager retired from his position as our CEO, effective September 2, 2023. See “Compensation Discussion and Analysis — CEO Transition.” The compensation received by Mr. Hager in his capacity as a director is reported in the Summary Compensation Table.
Non-Employee Director Compensation Structure
We compensate our non-employee and non-Vista directors according to the following structure:
Description
Annual Amount
Cash Compensation
$100,000
Additional cash compensation for chair of committee
$20,000
Equity Compensation
$150,000 (RSUs)
All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of our Board and related committees and otherwise to attend to our business.
 
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies for Approval of Related Party Transactions
We have adopted a written policy with respect to the review, approval and ratification of related party transactions. Under the policy, our Audit Committee is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires our Audit Committee to consider, among other factors it deems appropriate:

the related person’s relationship to us and interest in the transaction;

the material facts of the proposed transaction, including the proposed aggregate value of the transaction;

the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;

the benefits to us of the proposed transaction;

if applicable, the availability of other sources of comparable products or services; and

an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.
The Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our shareholders, as the Audit Committee determines in good faith.
In addition, under our Code of Ethics our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
Related Party Transactions
Other than compensation arrangements for our directors and NEOs, which are described in the section entitled “Executive Compensation” and “Director Compensation,” below we describe transactions during the fiscal year ended December 31, 2023 to which we were a participant or will be a participant, in which:

the amounts involved exceeded or will exceed $120,000; and

any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.
Director Nomination Agreement
For more information on the Director Nomination Agreement that we are party to with Vista, see “Board of Directors and Corporate Governance — Director Nomination Agreement.”
David Breach, Michael Fosnaugh, Charles Guan, Christina Lema, and Martin Taylor, five of our current directors, are employed as President and Chief Operating Officer; Senior Managing Director; Vice President; Deputy Chief Legal Officer; and Senior Managing Director, respectively, of Vista.
Registration Rights Agreement
We are party to a registration rights agreement with Vista. Vista is entitled to request that we register Vista’s shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” Vista is also entitled to participate in certain of our registered offerings, subject to the restrictions in the registration rights agreement. We will pay Vista’s expenses in connection with Vista’s exercise of these rights. The registration rights described in this paragraph apply to (i) shares of our common stock held by Vista and its affiliates and (ii) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the common stock described in clause (i) with respect to any
 
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dividend, distribution, recapitalization, reorganization, or certain other corporate transactions (“Registrable Securities”). These registration rights are also for the benefit of any subsequent holder of Registrable Securities; provided that any particular securities will cease to be Registrable Securities when they have been sold in a registered public offering, sold in compliance with Rule 144 of the Securities Act, or repurchased by us or our subsidiaries. In addition, with the consent of the Company and holders of a majority of Registrable Securities, any Registrable Securities held by a person other than Vista and its affiliates will cease to be Registrable Securities if they can be sold without limitation under Rule 144 of the Securities Act.
Indemnification of Officers and Directors
We are party to indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement, and reimbursement, to the fullest extent permitted under the General Corporation Law of the State of Delaware. Additionally, we may enter into indemnification agreements with any new directors or officers that may be broader in scope than the specific indemnification provisions contained in Delaware law.
Relationship with VCG
We utilize Vista Consulting Group, LLC (“VCG”), the operating and consulting arm of Vista, for consulting services, reimburse VCG for expenses related to participation by Jamf employees in VCG sponsored events, and additionally pay VCG for related fees and expenses. In connection therewith, we paid VCG $0.1 million for the year ended December 31, 2023.
Arrangements with Companies Controlled by Vista
We purchased services annually from certain companies controlled by Vista. We paid such companies approximately $1.2 million in the aggregate during the year ended December 31, 2023. We believe all of these arrangements are on comparable terms that are provided to unrelated third parties.
We received payments annually from certain companies controlled by Vista of $0.3 million in the aggregate during the year ended December 31, 2023. We believe all of these arrangements are on comparable terms that are provided to unrelated third parties.
Lease Arrangements
The Company has an ongoing lease agreement for office space in Eau Claire, WI with an entity in which Mr. Wudi, our Chief Innovation Officer, is a minority owner. The lease terms are consistent with market rates. The Company paid $1.1 million to the lessor entity for year ended December 31, 2023.
 
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