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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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JAMF HOLDING CORP.
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(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.0-11.
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[MISSING IMAGE: lg_jamfnoback-4c.jpg][MISSING IMAGE: lg_jamfnoback-4c.jpg]
Dear Fellow Shareholders,
We are pleased to invite you to attend our firstthe 2023 Annual Meeting of Shareholders of Jamf Holding Corp. (“Jamf” or the “Company”) to be held on Tuesday, May 25, 2021,23, 2023, at 8:00 a.m. (CT)(CDT). This year’s Annual Meeting will once again be conducted virtually, via live audio webcast. ProtectingWe are pleased to provide shareholders with the healthopportunity to participate in the annual meeting online via the Internet in a virtual-only meeting format to facilitate shareholder attendance and well-beingprovide a consistent experience to all shareholders regardless of location. The live audio webcast of the attendees (employees, shareholders and the general public) is our top priority. In light of the recommendations issued by the CDC against public gatherings due to COVID-19, we think a virtual only meeting for this year is advisable. YouAnnual Meeting will be accessible at www.virtualshareholdermeeting.com/JAMF2023, where you will also be able to attend the meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/JAMF2021.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 the proxy materials,Proxy Materials, on your proxy card or on the voting instructions form accompanying these proxy materials.
The accompanying proxy statementProxy Statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:
1.

to elect three nominees identified in the accompanying proxy statementProxy Statement to serve as directors, as recommended by the Compensation and Nominating Committee of theJamf’s Board of Directors of Jamf (the “Board”); and the Board;
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2.

to approve, by an advisory vote, the retention of the classified structure of the Board;Jamf’s executive compensation (i.e., “say-on-pay” proposal);
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3.
to approve, by an advisory vote, the retention of the supermajority voting standards in Jamf’s Second Amended and Restated Certificate of Incorporation and Jamf’s Amended and Restated Bylaws;
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4.
to approve the Jamf Holding Corp. 2021 Employee Stock Purchase Plan;
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5.

to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2021;2023; and
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6.
4.
to transact other business as may properly come before the meeting or any adjournment of the meeting.
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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 this proxy statementthe accompanying Proxy Statement and our annual reportfiscal year 2022 Annual Report on or about April 12, 202113, 2023 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 11, 20219, 2023 by following the instructions provided in the notice we will send.
Our Board has set the record date as March 29, 2021.30, 2023. 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. A list of Jamf’s shareholders of record will be available at our corporate headquarters located at 100 Washington Ave S., Suite 1100, Minneapolis, MN 55401.
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.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_deanhager-bw.jpg][MISSING IMAGE: sg_deanhager-bw.jpg]
Dean Hager
Chief Executive Officer


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[MISSING IMAGE: lg_jamfnoback-4c.jpg][MISSING IMAGE: lg_jamfnoback-4c.jpg]
NOTICE OF 20212023 ANNUAL MEETING OF SHAREHOLDERS
The 20212023 annual meeting of shareholders of JAMF HOLDING CORP. will be held via the Internet at www.virtualshareholdermeeting.com/JAMF2021JAMF2023 on Tuesday, May 25, 2021,23, 2023, at 8:00 a.m. (CT)(CDT) for the following purposes:
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to elect three nominees identified in the accompanying proxy statementProxy Statement to serve as directors, as recommended by the Compensation and Nominating Committee ofand the Board;
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2.

to approve, by an advisory vote, the retention of the classified structure of the Board;Jamf’s executive compensation (i.e., “say-on-pay” proposal);
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3.
to approve, by an advisory vote, the retention of the supermajority voting standards in Jamf’s Second Amended and Restated Certificate of Incorporation and Jamf’s Amended and Restated Bylaws;
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4.
to approve the Jamf Holding Corp. 2021 Employee Stock Purchase Plan;
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5.

to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2021;2023; and
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6.
4.
to transact other business as may properly come before the meeting or any adjournment of the meeting.
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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 25, 2021,23, 2023, at 100 Washington Ave S, Suite 1100, Minneapolis, MN 55401.55401, and on the date of the meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/JAMF2023.
The Proxy Statement is first being delivered to shareholders of record on or about April 13, 2023.
By Order of the Board of Directors
[MISSING IMAGE: sg_jefflendino-bw.jpg][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 25, 202123, 2023
The notice of annual meeting, the proxy statementProxy Statement and our fiscal year 20202022 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
​​​​1 ​​
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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PROPOSAL 1 – ELECTION OF DIRECTORS
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EXECUTIVE OFFICERS
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EXECUTIVE AND DIRECTOR COMPENSATION
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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PROPOSAL 2 – ADVISORY VOTE REGARDING RETENTION OF THE CLASSIFIED STRUCTURE OF OUR BOARDON JAMF’S EXECUTIVE COMPENSATION (SAY-ON-PAY PROPOSAL)
​​​​2748 ​​
PROPOSAL 3 – ADVISORY VOTE REGARDING RETENTION OF THE SUPERMAJORITY
VOTING STANDARDS IN OUR CHARTER AND BYLAWS
​​​​29​​
PROPOSAL 4 – APPROVAL OF JAMF 2021 EMPLOYEE STOCK PURCHASE PLAN
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PROPOSAL 5 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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AUDIT COMMITTEE REPORT
​​​​3751 ​​
OTHER MATTERS
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INCORPORATION BY REFERENCE
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AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS
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WHERE TO FIND ADDITIONAL INFORMATION
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COST OF PROXY SOLICITATION
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APPENDIX A – JAMF 2021 EMPLOYEE STOCK PURCHASE PLAN
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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q: Why did I receive these materials?
The Board of Jamf is soliciting your proxy to vote at our 20212023 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, March 29, 202130, 2023 (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 ElectronicInternet Availability of Proxy Statement and Annual ReportMaterials.   As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statementProxy Statement and our annual reportAnnual Report available to our shareholders electronically via the Internet. The noticeNotice of electronic availabilityInternet Availability of Proxy Materials (the “Notice”) contains instructions on how to access this proxy statementProxy Statement and our annual reportAnnual Report and how to vote online.online or by telephone. If you received a noticeNotice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the noticeNotice instructs you on how to access and review all of the important information contained in the proxy statementProxy Statement and annual report.Annual Report. The noticeNotice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a noticethe 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.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 noticeNotice 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 noticeNotice or annual meetingAnnual Meeting 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 noticeNotice or annual meeting 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 approximately 117.7 million123,907,489 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 threeAndre Durand, Kevin Klausmeyer, and Vina Leite as Class IIII directors to serve on the Board until the 20242026 Annual Meeting and until their successors are duly elected and qualified;
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2.

the approval, by an advisory vote, of the retention of the classified structure of the Board;Jamf’s say-on-pay proposal;
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3.
the approval, by an advisory vote, of the retention of the supermajority voting standards in Jamf’s Second Amended and Restated Certificate of Incorporation (our “Certificate”) and Jamf’s Amended and Restated Bylaws (our “Bylaws”);
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4.
the approval of the Jamf Holding Corp. 2021 Employee Stock Purchase Plan;
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5.

the ratification of the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2021;2023; and
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6.
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. A. Breach, Michael FosnaughAndre Durand, Kevin Klausmeyer, and Christina LemaVina Leite as Class IIII directors;
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2.

FOR the approval, by an advisory vote, of the retention of our classified Board structure;
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3.
FOR the approval, by an advisory vote, of the retention of the supermajority voting standards in our Certificate and Bylaws;
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4.
FOR the approval of the Jamf Holding Corp. 2021 Employee Stock Purchase Plan;Jamf’s say-on-pay proposal; and
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5.
3.
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023.
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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/JAMF2021.JAMF2023. You will need your unique 16-digit control number included on your Notice or proxy card or on the instructions that accompany your proxy materials.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;
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2.

by phonetelephone by calling 1-800-690-6903; or
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3.

by signing and returning a proxy card.
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Proxies submitted via the Internet or by telephone must be received by 11:59 p.m. (EDT) on May 24, 2021.22, 2023.
Q: Can I access the proxy materials electronically?
Yes. Your notice,Notice, proxy card or voting instruction cardinstructions form will contain instructions on how to:
1.

view our proxy materials for the Annual Meeting on the Internet; and
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2.

instruct us to send our future proxy materials to you electronically by e-mail.
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Our proxy materials are also available at www.proxyvote.com and our proxy materials will be available during the voting period starting on April 12, 2021.13, 2023.
Instead of receiving future copies of our proxy statementstatements 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 by:exercise:
1.

via the Internet at www.proxyvote.com;
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2.

by phonetelephone by calling 1-800-690-6903; or
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3.
by signing and returning a later-dated proxy card; and
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4.
by voting at the Annual Meeting.
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3.
by signing and returning a proxy card.
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Q: How can I attend the Annual Meeting?
The Annual Meeting is being held as a virtual only meeting this year.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/JAMF2021 and providing yourJAMF2023. The control number. This number is included in the Notice or on your proxy card.
If you are a shareholder holding your shares in “street name” as of the Record Date, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee. You may not vote your shares via the Internet at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker-dealer or other nominee holder. If you are not a shareholder as of the Record Date or do not have a control number, you may still 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). The audio broadcastShareholder 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 at https://​ir.jamf.com/investor-relations for at least one year.on www.virtualshareholdermeeting.com/JAMF2023.
RecordingQ: 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 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 not be permitted.posted on the meeting website. Technical support will be available starting at 7:45 a.m. CDT and until the end of the meeting.
Q: Why is the Annual Meeting virtual only?
We successfully held virtual only annual meetings in 2021 and 2022, and we are excited to embrace the latest technology 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. Further, in light of COVID-19, protecting the health and well-being of the attendees (employees, directors, shareholders and the general public) is our top priority.
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 the three 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. AbstentionsVotes 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.
ALL OTHER PROPOSALSPROPOSAL 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 at the Annual Meeting will constitute the shareholders’ non-binding approval with respect to the say-on-pay proposal. Although the results will not be binding on the Board’s 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

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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 commonvoting 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 all other items.Proposal 3. Abstentions will be counted as present and entitled to vote on the proposalsProposal 3 and will therefore have the effect of a negative vote. WeSince 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 2021.2023.
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 the 2021our Annual Meeting?Meeting to be held in 2024?
Shareholder proposals pursuant to SEC Rule 14a-8 for inclusion in Jamf’s proxy statement and form of proxy for the Jamf’s 2022 annual meeting of shareholders to be held in 2022,2024 must be received by Jamfthe Chief Legal Officer and Secretary at

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our Jamf’s principal executive offices at 100 Washington Ave S, Suite 1100, Minneapolis, MN 55401, no later than the close of business on December 13, 2021.15, 2023. Shareholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in 2022 (but not include it in Jamf’s proxy materials)2024 (other than pursuant to SEC 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 24, 202223, 2024 and not earlier than the close of business on January 25, 2022,24, 2024, assuming Jamf does not change the date of the 20222024 annual meeting of shareholders by more than 30 days before or after the anniversary of the 20212023 Annual Meeting. If so, then Jamf’s Corporate Secretary must receive the notice no earlier than the close of business on the 120th calendar day prior to the date of the 2024 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 2024 annual meeting of shareholders is first made by Jamf will release an updated time frame for shareholder proposals.or the 90th calendar day prior to the date of the 2024 annual meeting. Any shareholder proposal or 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 SEC Rule 14a-19 (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 Secretary that sets forth the information required by SEC Rule 14a-19(b). Such notice must be postmarked or transmitted electronically to Jamf at Jamf’s principal executive offices, no later than March 24, 2024.


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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 nineten directors. Our Second Amended and Restated Certificate of Incorporation (the “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 March 29, 2021,30, 2023, and other information for each member of our Board:
Name​​Class​​Age​​Position​​
Director
Since
​​
Current
Term
Expires
​​
Expiration of
Term For Which
Nominated
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David A. Breach​​I​​54​​Director​​2020​​2021​​2024​
Michael Fosnaugh​​I​​42​​Chairman​​2017​​2021​​2024​
Christina Lema​​I​​40​​Director​​2020​​2021​​2024​
Martin Taylor​​II​​51​​Director​​2017​​2022​​​​
Charles Guan​​II​​34​​Director��​2017​​2022​​​​
Dean Hager​​II​​54​​Chief Executive Officer and Director​​2015​​2022​​​​
Betsy S. Atkins(1)​​III​​67​​Director​​2020​​2023​​​​
Andre Durand​​III​​53​​Director​​2017​​2023​​​​
Kevin Klausmeyer​​III​​62​​Director​​2019​​2023​​​​
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(1)
Ms. Atkins has informed the Board that she will be rotating off of the Board effective at or about the time of our Annual Meeting. Following Ms. Atkins’s departure from the Board, Ms. Atkins will remain available as an outsider advisor to the Company and the Board on an ongoing basis regarding diversity and inclusion, ESG, and strategic planning, among other matters.
​
Name​​Class​​Age​​Position​​Director
Since		​​Current
Term
Expires		​​Expiration of
Term For
Which
Nominated		​
David A. Breach​​I​​56​​Director​​2020​​2024​​​​
Michael Fosnaugh​​I​​44​​Chairman​​2017​​2024​​​​
Christina Lema​​I​​42​​Director​​2020​​2024​​​​
Virginia Gambale​​II​​63​​Director​​2021​​2025​​​​
Charles Guan​​II​​36​​Director​​2017​​2025​​​​
Dean Hager​​II​​56​​Chief Executive Officer and Director​​2017​​2025​​​​
Martin Taylor​​II​​53​​Director​​2017​​2025​​​​
Andre Durand​​III​​55​​Director​​2017​​2023​​2026​
Kevin Klausmeyer​​III​​64​​Director​​2019​​2023​​2026​
Vina Leite​​III​​53​​Director​​2021​​2023​​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, strategy, 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, includingincluding: (a) the nominee’s ability to represent all shareholders without a conflict of interest,interest; (b) the nominee’s ability to work in and promote a productive environment,environment; (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director,director; (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company,Company; (e) whether the nominee possesses the broad professional and leadership experience

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and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company,company; and (f) the nominee’s ability to apply sound and independent business judgment.

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The Compensation and Nominating Committee has determined that all of our directors meet the criteria and qualifications set forth in theour Code of Ethics, for the Board of Directors, theour 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,solutions; a keen awareness of our business and social realities of the environment in which we operate,operate; the independence and high performance standards necessary to fulfill the Board’s oversight function,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 the individual 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, Bylaws and Director Nomination Agreement (as defined and discussed below) with our sponsor,principal shareholder, Vista Equity Partners (“Vista”), our Class I directors will serve until this firstour 2024 annual meeting of shareholders, our Class II directors will serve until the second annualour 2025 meeting of shareholders, and our Class III directors will serveare serving until the third annualthis meeting of shareholders.shareholders, and each of them is standing for re-election in connection therewith. 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 holds in the aggregate (directly or indirectly) 40% or more of voting power of the then outstanding shares of our capital stock then 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%2∕3% of the voting power of our outstanding shares of stock entitled to vote thereon. In addition, our Bylaws provide Vista with the right to 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 further 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, andas 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, andas well as our Corporate

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Governance Guidelines. The Director 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.

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Shareholder Recommendations for Director Nominees
The Compensation and Nominating Committee will consider shareholder nominations for membership on the Board. For the 2022 Annual Meeting,2024 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 we must receivecomply with the recommendation no later than the close of business on February 24, 2022timing and not earlier than the close of business on January 25, 2022. Recommendations must also include certain other procedural requirements as specifiedset forth in our Bylaws.Bylaws and under SEC Rule 14a-19(b), 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 2024?”.
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 A. Breach​​I​​54​​Director​​2020​​2021​​2024​
Michael Fosnaugh​​I​​42​​Chairman​​2017​​2021​​2024​
Christina Lema​​I​​40​​Director​​2020​​2021​​2024​
Name​​Class​​Age​​Position​​Director
Since		​​Current
Term
Expires		​​Expiration of
Term For
Which
Nominated		​
Andre Durand​​III​​55​​Director​​2017​​2023​​2026​
Kevin Klausmeyer​​III​​64​​Director​​2019​​2023​​2026​
Vina Leite​​III​​53​​Director​​2021​​2023​​2026​
Each nominee was recommended for re-election by the Compensation and Nominating Committee for consideration by the Board and our shareholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens,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 stayremain 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.nominees.
Director Nominees to Serve for a Three-Year Term Expiring at the 20242026 Annual Meeting.
David Breach has served on our Board since July 2020. Mr. Breach is the Chief Operating Officer and Chief Legal Officer at Vista. Prior to joining Vista in 2014, Mr. Breach worked as a Senior Corporate Partner at Kirkland & Ellis LLP, where his practice focused on representation of private equity funds in all aspects of their business. Mr. Breach was a founding partner of Kirkland & Ellis’s San Francisco office, and received numerous professional accolades while at Kirkland & Ellis. Mr. Breach is also a Senior Managing Director of Vista and sits on Vista’s Private Equity Funds’ Investment Committees, Executive Committee, and Private Equity Management Committee. Mr. Breach also sits on the board of Ping Identity Holding Corp. and Datto Holding Corp., and Vista portfolio companies DealerSocket, Inc., EagleView, STATS, LLC (d/b/a STATS Perform), Solera Holdings Inc., and Mediaocean LLC. Mr. Breach received a bachelor of business administration in marketing from Eastern Michigan University and received a juris doctorate 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. Mr. Breach’s extensive experience in the areas of corporate

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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 2017. Mr. Fosnaugh is a Senior Managing Director at Vista. Mr. Fosnaugh is Co-Head of Vista’s Flagship Fund and sits on the Flagship Fund’s Investment Committee. Additionally, Mr. Fosnaugh 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 decision-making body for matters affecting Vista’s overall private equity platform. Mr. Fosnaugh currently serves on the board of Ping Identity Holding Corp. and several of Vista’s private portfolio companies, including Acquia Inc., Advicent Solutions Inc., Alegeus Technologies Holdings Corp., Applause App Quality Inc., CentralSquare, EAB Global Inc., Greenway Health LLC, Integral Ad Science Inc., Mediaocean LLC, Numerator, PlanSource Benefits Administration Inc., SmartBear and STATS LLC (d/b/a STATS Perform). Mr. Fosnaugh was actively involved in Vista’s investments in Forcepoint, MRI Software, SirsiDynix, Sunquest Information Systems, Websense and Zywave. Mr. Fosnaugh is Co-Head of the Chicago office. Prior to joining Vista in 2005, Mr. Fosnaugh worked in the Technology, Media & Telecommunications group at SG Cowen & Co., 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 received a bachelor’s degree in economics, cum laude, from Harvard College. 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 LemaAndre Durand has served on our Board since November 2020. Ms. Lema has served as Managing Director and General Counsel of Vista Equity Partners since February 2012. As General Counsel of Vista, she divides her time between corporate and transactional matters, fund formation, every day legal matters, and advising Vista’s portfolio companies, which range in size from around $20 million to over $10 billion in enterprise value. Ms. Lema currently serves on the board of Datto Holding Corp. and Greenway Health, LLC. 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’s expertise in legal matters and experience working with similar companies make her a valuable member of our Board.
Departing Director
Betsy Atkins has served on our Board since July 2020. Ms. Atkins is the chief executive officer of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, a position she has held since 1994. Ms. Atkins also served as the chair and chief executive officer of Clear Standards until its acquisition by SAP. Ms. Atkins currently serves on the public company boards of SL Green Realty, a real estate investment trust, since April 2015 and Wynn Resorts, a hospitality company, since April 2018, as well as the private company Volvo Car AB and other private companies. Ms. Atkins previously served on the board of Cognizant Technology Solutions, an IT services company, from 2017 to 2018, Schneider Electric, an energy company, from 2011 to 2019, Covetrus, Inc. and its predecessor, Vets First Choice, a pharmaceutical company, from 2016 until 2019, and has extensive experience as a board member and compensation committee chair at other companies. Ms. Atkins also served as Lead Director of HD Supply Holdings, Inc., was formerly on the board of Polycom, Inc. and was formerly the governance chair at Darden Restaurants, Inc. Ms. Atkins received a bachelor’s degree in Liberal Arts from the University of Massachusetts. Ms. Atkins’ extensive experience as a board member and expertise in corporate governance, ESG, digital transformation and cyber make her a valuable member of our Board.
Continuing Directors
Andre Durand has served on our Board since 2017. Mr. Durand is currentlythe founder and the Chief Executive Officer and founder of Ping Identity Corporation, and has served in such position since 2001. Prior to foundingCorporation. Mr. Durand was a director at Ping Identity Corporation,Corporation’s parent company, Ping Identity Holding Corp., which was listed on the New York Stock Exchange (NYSE: PING) until its take private acquisition in October 2022. In addition to Ping Identity, Mr. Durand founded the identity industry conference Identiverse, and prior to that he founded Jabber, Inc., an instanta messaging open source platform usedacquired by businesses globally,Cisco in 2000.2008. Mr. Durand is a director of Ping Identity Holding Corp. Mr. Durand earnedhas a bachelor’s degree in biology and another in economics from the University of California at Santa Barbara. Mr. Durand’s extensive knowledge of technology company business and strategy, as well as his experience

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in the technologysecurity and industry andthrough his leadership role as the Chief Executive Officer of Ping Identity Corporation, make him a valuable member of our Board.
Dean Hager has been the Chief Executive Officer of Jamf since 2015. Mr. Hager has also been a member of the board of directors of the Company since 2017. Prior to his roles at 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. Mr. Hager is a valuable member of our Board due to his experience as our Chief Executive Officer, his executive experience at other software companies and his experience as an executive at a publicly-traded company.
Charles GuanKevin Klausmeyer has served on our Board since 2017. Mr. Guan is a Vice President at Vista Equity Partners. Mr. Guan joined Vista Equity Partners in 2009. In these roles, Mr. Guan helps lead private equity investmentsNovember 2019 and is responsible for driving strategic initiatives in the Office of the President. Mr. Guan currently serves onas the board of STATS, LLC (d/b/a STATS Perform). Mr. Guan received a bachelor’s degree in biomechanical engineering from Stanford University. Mr. Guan’s experience with a variety of Vista’s private equity technology companies make him a valuable memberchair of our Board.
Kevin Klausmeyer has served on our Board since 2019.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 is currentlywas a member of its board of directors until its take private transaction in October 2021. Mr. Klausmeyer also served on the Board.board of directors at KnowBe4, Inc. from August 2020 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 B.B.A. in accounting from the University of Texas. 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.
Martin TaylorVina M. Leite has served on our Board since 2017. Mr. TaylorMay 2021 and currently serves as the Chair of our Compensation and Nominating Committee. Ms. Leite is, an Operating Managing Directorand since 2022 has been, the Chief People Officer at Vista Equity Partners. In his capacityGoodRx, Inc., a publicly traded company that offers digital resources for healthcare. From 2019 until 2022, Ms. Leite was the Chief People Officer at The Trade Desk, 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 an Operating Managing Director he works withone of the leadership teams great places to work

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in the Vista portfolio creating value. Mr. Taylor serves on the board of Ping Identity Holding Corp. Mr. Taylor alsoOrange County, California. She left Cylance in 2019 when it was acquired by BlackBerry Limited. From 2014 to 2016, she was Senior Vice President and Chief Human Resource Officer at QLogic. Ms. Leite currently serves on the board of multiple Vista portfolio companies. Hedirectors of DocGo, Inc. and AHEAD. Ms. Leite 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. She also worksis 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, which have proved invaluable through her work as an advisor to CEOs and senior executives on a variety of cross portfolio initiatives.organizational issues and, as a result, brings these competencies to our Board. These competencies make her a valuable member of our Board.
Continuing Directors
David Breach has served on our Board since July 2020. Mr. Breach is the President and Chief Operating Officer at Vista. Prior to joining Vista in 2006,2014, Mr. Breach worked as a Senior Corporate Partner at Kirkland & Ellis LLP, where his practice focused on representation of private equity funds in all aspects of their business. Mr. Breach was a founding partner of Kirkland & Ellis’s San Francisco office, and received numerous professional accolades while at Kirkland & Ellis. Mr. Breach is also a Senior Managing Director of Vista and sits on Vista’s Executive Committee, Private Equity Management Committee, and Private Equity Funds’ Investment Committees. Mr. Breach also sits on the boards of Cvent Holding Corp., and Vista portfolio companies EagleView Technology Corporation, Solera Holdings Inc., and STATS LLC (d/b/a STATS Perform). Mr. Breach also previously served on the Board of Ping Identity Holding Corp. prior to its take private transaction in October 2022 and Datto Holding Corp. prior to its take private transaction in June 2022. 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. 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., 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., Greenway 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. 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.
Virginia Gambale has served on our Board since May 2021. Ms. Gambale is the 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

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Brown and Merrill Lynch. Ms. Gambale currently serves as a Director for First Derivatives plc, Nutanix, Inc. (where she serves as chair of the board of directors), Virtu Financial Inc., and 10x Banking Technology Services Ltd., and serves on the NACD Risk Oversight Advisory Council. She has also served on numerous international public and private boards including Jet Blue, Regis Corp., Piper Jaffray Companies, Synchronoss Technologies, Motive, Inc., Workbrain and IQ Financial, among others. Ms. Gambale holds a B.S. from New York Institute of Technology-Old Westbury. Ms. Gambale’s previous experience in senior leadership positions in finance and technology and previous services on the boards of other public companies adds significant value to our Board.
Charles Guan has served on our Board since September 2017. Mr. Guan is a Vice President at Vista. Mr. Guan joined Vista in 2009. Mr. Guan 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. 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 has been the Chief Executive Officer of Jamf since 2015. Mr. Hager has also been a member of the board of directors of the Company since 2017. Prior to his roles at 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. Mr. Hager is a valuable member of our Board due to his experience as our Chief Executive Officer, his executive experience at other software companies, and his experience as an executive at a publicly-traded company.
Christina Lema has served on our Board since November 2020. Ms. Lema has served as Managing Director and General Counsel of Vista since February 2012. Additionally, Ms. Lema 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. As General Counsel of Vista, she divides her time between corporate and transactional matters, general legal matters, and advising Vista’s portfolio companies, which range in size from around $20 million to over $10 billion in enterprise value. Ms. Lema currently serves on the board of directors of Integral Ad Science Holding Corp., MINDBODY, Inc., and Greenway Health, LLC. Ms. Lema also previously served on the Board of Datto Holding Corp. through its take private transaction in June 2022. Ms. Lema earned a B.A. in Economics and Spanish from the University of Pennsylvania and a J.D. from the Columbia University School of Law. Ms. Lema’s expertise in legal matters and experience working with similar companies make her a valuable member of our Board.
Martin Taylor has served on our Board since September 2017. Mr. Taylor joined Vista Equity Partners in 2006. Mr. Taylor is Co-Head of the Foundation Funds and sits on its Investment Committee. Additionally, he is 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. Mr. Taylor currently sits on the boards of Integral Ad Science Holding Corp., NAVEX Global, Inc., TripleLift, Inc. and Vivid Seats, Inc., and has served on numerous other boards during his tenure at Vista. Mr. Taylor also previously served on the Board of 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 at Microsoft in various capacities, including roles managingand managed corporate strategy, sales, product marketing and various segment focusedsegment-focused teams in North America and Latin America.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

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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, such as those described below under the subsection entitled, “Controlled Company Status,”board of a listing company be composed of a majority of independent directors, each member of a listed company’s Audit Committee Compensation Committee and NominatingCompensation 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 Ms. AtkinsMmes. Gambale, Leite, and Lema and Messrs. Breach, Durand, Fosnaugh, Klausmeyer, Guan, and KlausmeyerTaylor meet the requirements to be an independent director.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 our Boardthe Compensation and Nominating Committee deemed relevant in determining hisits review of their independence, including beneficial ownership of our common stock.

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Controlled Company Status
Vista controls a majority of our outstanding common stock. As a result, we will remain a “controlled company”. Under Nasdaq rules, a company of which more than 50%stock and the business and personal relationships of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements, requirements that, within one year of the date of the listing of our common stock:
1.
we have a board that is composed of a majority of “independent directors”, as defined under the rules of such exchange;
​
2.
we have a compensation committee that is composed entirely of independent directors; and
​
3.
we have a nominating and corporate governance committee that is composed entirely of independent directors.
​
We rely on this exemption. As a result, we may not have a majority of independent directors on our Board. In addition, our Compensation and Nominating Committee may not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Board Meetings and Committees
We closed our initial public offering in July 2020. For the year ended December 31, 2020,2022, our Board held five regular meetings. Our Audit Committee and our Compensation and Nominating Committee were each formed in connection with our IPO and therefore only held threefour meetings and one meeting during 2020, respectively.2022. 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 2020,2022, 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.
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
​
​
Betsy Atkins(1)
​​​​​X (Chair)​
​David A. Breach​​​​​X​
​Andre Durand​​X​​​​
​Michael Fosnaugh​​​​​X​
​Virginia Gambale​​X​​​​
​Charles Guan​​X​​​​​
​Dean Hager​​​​​​​
​Kevin Klausmeyer​​X (Chair)​​​​
​Vina Leite​​​​​X (Chair)​
​Christina Lema​​​​​​​
​Martin Taylor​​​​​X​
​
(1)
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Ms. Atkins has informed the Board that she will be rotating off of the Board effective at or about the time of the Annual Meeting. We expect that we will appoint a replacement director for Ms. Atkins at or about the time the time of the Annual Meeting.
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Audit Committee
The Audit Committee is responsible for, among other matters:
1)
1.
appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;
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2)
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)
3.
reviewing our policies on risk assessment and risk management;
​
4)
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)
5.
reviewing the adequacy of our internal control over financial reporting;
​
6)
6.
establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
​
7)
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)
8.
monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
​
9)
9.
preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;
​
10)
10.
reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
​
11)
11.
reviewing and discussing with management and our independent registered public accounting firm our earnings releases and scripts.releases.
​
Our Board has affirmatively determined that Ms. Gambale and Messrs. Klausmeyer and Durand meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Exchange Act and the applicable Nasdaq listing standardsListing Standards. In addition, our Board has 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 aton the investor relations section of our corporate website at https://ir.jamf.com/investor-relations.corporate-governance/governance-highlights. Our website is not part of this notice.Proxy Statement.
Compensation and Nominating Committee
The Compensation and Nominating Committee is responsible for, among other matters:
1)
1.
annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;
​
2)
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)
3.
reviewing and approving the compensation of our other executive officers;
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4)
4.
appointing, compensating, and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;
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5)
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;
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6)

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6.
annually reviewing, and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq;
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7)
7.
reviewing and establishing our overall management compensation, philosophy and policy;
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8)
8.
overseeing and administering our compensation and similar plans;
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9)
9.
reviewing and making recommendations to our Board with respect to director compensation;
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10)
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)
11.
developing and recommending to our Board criteria for board and committee membership;
​
12)
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;
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13)
13.
developing and recommending to our Board best practices and corporate governance principles;
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14)
14.
developing and recommending to our Board a set of corporate governance guidelines; and
​
15)
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 corporate website at https://ir.jamf.com/investor-relations.corporate-governance/​governance-highlights. Our website is not part of this notice.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. The mix of experienced independent directors from outside organizations and who are Vista-affiliated, andas well 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 threenine independent directors (including our current Chairman Mr. Fosnaugh), as well as our Chief Executive Officer, Dean Hager, and five representatives from our majority shareholder, Vista, including our current Chairman Mr. Fosnaugh. Ms. Atkins has informed the Board that she will be rotating off of the Board effective at or about the time of the Annual Meeting. We expect that we will appoint a replacement director for Ms. Atkins at or about the time the time of the Annual Meeting.Hager.
ChairmanChair
Our Bylaws provide that Vista has the right to 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 ChairmanChair 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.execution and provide overall guidance to our Chief Executive Officer as to the Board’s views and perspectives.
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

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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.
Board Diversity Matrix
The table below provides certain highlights of the composition of our Board as of March 30, 2023. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f).
Board Diversity Matrix (as of March 30, 2023)​
Total Number of Directors​​10​
​​​Female​​Male​​Non-Binary​​Did Not
Disclose
Gender		​
Part I: Gender Identity​​​​​​​​​​​​​​​​​​​​​​​​​
Directors​​​​3​​​​​7​​​​​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​​​​​4​​​​​0​​​​​0​​
Two or More Races or Ethnicities​​​​1​​​​​1​​​​​0​​​​​0​​
LGBTQ+​​0​
Did Not Disclose Demographic Background​​0​
Hedging Transactions
Pursuant to our Insider Trading Policy, we prohibit our employees, directors, and officers from engaging in hedging transactions, including hedging or monetization transaction mechanisms, including such as the use of financial instruments including, for(for example, prepaid variable forwards, equity swaps, collars, and exchange funds.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 CEO 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, to improve long-term organizational performance, and to 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

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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.
While our full Board has overall responsibility for risk oversight, it has delegated primary oversight of certain risks to its committees. Our Audit Committee monitors our major financial and security risk exposures, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. In particular, our Audit Committee is committed to the prevention, timely detection, and mitigation of the effects of cybersecurity threats or incidents to Jamf. Our Audit Committee also monitors compliance with legal and regulatory requirements and management provides our Audit Committee periodic reports on our compliance programs. 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. 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.
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. Further,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, prevention, 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 been closelytaken 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, and the timely detection and mitigation of the effects of cybersecurity threats or incidents to Jamf. 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 rapidly evolving COVID-19 pandemic, its potential effects oneffectiveness of the Company’s ESG efforts and compliance with our business,Corporate Governance Guidelines. Our Compensation and risk mitigation strategies.
At periodic meetings ofNominating 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 management reportsare consistently updated on threats to and seeks guidance from our Board and its committees with respect to the most significant risks that could affect our business such as legal risks, information security and privacy risks, and financial, tax and audit related risks.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/​investor-relations.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 non-management or non-Vistaindependent 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.

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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. We have a number ofIn 2022, we released our first-ever Purpose and Impact Report, which provides additional information on our key ESG programs, in place, which we remain committed to maintaininggoals, and improving, including programs incommitments. Our Purpose and Impact Report is available on the following areas:
Trust Center
Trust, the cornerstoneCorporate Responsibility section of our relationships, is built with transparencywebsite. Website references in this Proxy Statement are provided for convenience only, and openness about our security practices and how we handle and safeguard data. With a “say as we do, do as we say” philosophy, we strive to ensure all stakeholders are confident in our words and encouraged by our actions. Our goal is to create an exceptional user experience while delivering the level of privacy and security necessary to meet your needs and to earn and keep your trust.
Jamf’s enterprise risk management program helps us make better decisions and protectcontent on the things that matter to us and every stakeholder. This program includes evaluating our supply chain ensure there is no slavery or human trafficking in any part of our business or our supply chains. Learn more about our approach to security, compliance and privacy at https://www.jamf.com/trust-center/. Our websitereferenced websites is not part of this notice.
Sustainability
We want to deliver value toincorporated by reference herein. While we believe that our customers, communities and shareholders for the long term. Therefore, we must doESG goals align with our part in protecting our planet. Our vision is to one day become carbon positive in our company operations. Prior to that, we are focused on quantifying our carbon footprint, raising awareness and knowledge, and giving back to our global and local communities. Our values of selflessness and relentless self-improvement fuel our desire to thrive sustainably.
What we have done:
•
Established a Sustainability Leadership Council that meets on a regular basis to discuss priorities and progress initiatives;
​
•
Partnered with cloud providers that hold high sustainability standards;
​
•
Subsidized public transportation programs and provide bicycle storage for employees;
​
•
Installed solar offset on one of our major office buildings;
​
•
Provided compost waste services in our offices;
​
•
Implemented environmental reporting software to track energy and transport use;
​
•
Introduced intelligent lighting systems that conserve energy and usage; and
​
•
Provided green initiatives in our paid volunteer and philanthropic efforts.
​
Social Responsibility and Community Giving
We are committed to driving social good through corporate citizenship not only in the communities where we operate, but around the globe, with a focus on technology equity. Examples of these efforts include:
•
Jamf Nation Global Foundation (“JNGF”). A 501c3 non-profit organization established in 2013 out of a desire to provide Jamf employees with additional opportunities to participate in their communities and organizations of choice through volunteeringlong-term growth strategy and financial contributions. Since inception, Jamf and Jamf employees have donated over $2.2 millionoperational priorities, they are aspirational and over 27,000 volunteer hours to organizations globally through JNGF.may change, and there can be no assurance that they will be met.
​
•
Good Neighbor Fund. Jamf allocates funding to each of its offices to be a good neighbor to our communities through donations to organizations in need. Funds are allocated when we discover a need in the community that we believe should be addressed at the company-level, rather than by a single employee.
​

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•
Jamf Heroes. Customer advocacy program established in 2018 dedicated to helping our most passionate customers achieve success through education and community. Jamf Heroes volunteer their time to help each other but also donate program rewards to charities.
​
•
Jamf MATTER Innovation Hubs. A 21st century classroom program launched in Haiti in 2017 to deliver the best learning opportunities to students around the globe regardless of conditions. Innovation Hubs are built as full-solution learning environments to deliver technology enabled active learning. Jamf currently supports six Innovation Hubs with plans for additional hubs both inside and outside the U.S.
​
•
UWEC’s BluGold Beginnings Code Camp. A program through the University of Wisconsin — Eau Claire (“UWEC”) that offers precollege camps to promote a college-going culture among area youth, especially those who are underrepresented, low-income or first-generation college prospects. For six years and running, Jamf has partnered with UWEC to provide coding curriculum that helps students to learn how websites, games, and applications are built.
​
•
Apple Community Education Initiatives. We’ve been involved in helping Apple with their own community education initiatives for many years, including the following programs:
​
•
ConnectED. Launched in 2014 as part of a commitment to President Obama’s ConnectED initiative, Apple pledged $100 million in iPads, MacBooks, and other products along with content and professional development tools to enrich learning in underserved schools across the county. Jamf has been involved since inception, directly helping support 112 of the 114 schools involved in this initiative.
​
•
Apple Consultant Network (“ACN”) Training Academies. The Apple Consultants Network Program is designed for companies which focus on delivering technical consulting, implementation, integration and ongoing support services to small and medium businesses. Jamf has provided the MDM Overview within ACN workshops and provided Jamf 100 exam codes for facilitators.
​
Human Capital ManagementResources
Jamf is a culmination of passionate, committed, and bright people who shape our culture and live our core values of Selflessness and Relentless Self-Improvement.Self Improvement. We do not say we are the best, but we strive to be the best — for our customers, our employees, and our communities. Our leaders encourage autonomy, exploration, and innovation with spirit and enthusiasm. Through transparency, openness, and humility, we embrace the opportunity to challenge ourselves. We are a group of curious self-starters who thrive on taking initiative and are excited by global impact. OurWe strive to provide an environment where our employees enjoy the freedom to be themselves and work how they work best. We believe that by engaging employees, keeping them motivated, and empowering them to make a difference, they find deeper connections to and meaning in their work, which helps us retain top talent and provide a better customer experience.
As of December 31, 2020,2022, our voluntary retention rate for employees was 96%90%. Additionally, in our annual employee engagement survey conducted in September, 96%October 2022, 87% of over 1,2002,100 participating employees responding agreed that they would recommend Jamf as a great place to work. Furthermore,We also scored 82% in December 2020, Jamf was certifiedthe overall engagement index, referring to the state in which employees feel enthusiasm and passion for their roles, which is often characterized by their motivation, effort, and pride. In 2022, Great Place to Work®Work®, a global leader in workplace culture, and Fortune® magazine named Jamf as one of the year’s 100 Best Companies to Work For™ and one of the Best Workplaces in Technology™. This award is based on the responses of current employees and what their experiences have been. In 2021, Jamf also ranked as a “Great Place to Work®Fortune Best Workplaces for Women™,” with 96% of employees saying Jamf is a great place to work. Fortune Best Workplaces in Technology™, Fortune Best Workplaces for Millennials™, and Best Workplaces for Parents™.
We believe that we can only be our best selves when given the freedom to be ourselves. To that end, we believe it is important thatto create an inclusive environment in which all Jamf employees belong. Together, we create a safe space where everyone is able to express their unique needs to propel Jamf to be a global leader of equality and fairness in the workplace. Jamf ERGs are recognized and supported inclusion communities led in partnership with our employees. Our employee-led Inclusion & Diversity Global Steering Committee’s goal is to help others feel empowered for safe and authentic expression, to lead the projects, events and groups that they are passionate about, and take action on issues related to inclusion and diversity at Jamf. Our Employee Resource Groups, Womxn@Jamf,ERGs, Families@Jamf, Women@Jamf, Accessibility@Jamf, The Shades of Jamf, PROUD@Jamf, and PROUD@Jamf, provide a safe space for empowermentLatinX@Jamf, are organized on the basis of shared identities, experiences, and/or backgrounds and cultural education.are open to all employees. Our employees’ passion and drive in leading ERGs contribute to the creation of our inclusive environment, support employees through development and networking opportunities, and support business impact through employee-led conversations, special projects and programs, as well as external campaigns in partnership with Jamf Nation Global Foundation and Community Education Initiatives. All of our work is anchored on our Jamf values. As of and for the year ended December 31, 2020,2022, based on employees who chose to identify their gender, approximately 31.4%33.6% of our workforce and 41.9%38.5% of new hires werein 2022 self-identified as women. Women also made up approximately 36.0% of the Jamf management team as of December 31, 2022.
As of December 31, 2020,2022, we had 1,4962,796 employees, of which 1,0911,736 were employed in the United StatesU.S. and 4051,060 were employed outside of the United States. We have high employee engagement and consider our current relationship with our employees to be good.U.S. In certain countries in which we operate we are subject to, and comply with, local labor law requirements, which automatically make our employees subject to industry-wide collective bargaining agreements. An insubstantial number of our employees are currently subject to collective bargaining agreements. We have not experienced any work stoppages.


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In response to the COVID-19 pandemic, we have implemented a number of measures designed to protect the health and safety of our workforce. We instituted a global work-from-home policy and invested in a new home office setup for all our employees. Since the beginning of the pandemic, we have onboarded the majority of our new employees remotely. Other measures include restrictions on business travel, the implementation of strategies for workplace safety at our facilities that remain open, new operating guidelines for our offices based on local conditions, and additional wellness benefits for employees.

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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 March 29, 2021:30, 2023:
Name​​Age​​Position​
Dean Hager​​5456​​Chief Executive Officer and Director​
Sam JohnsonMichelle Bucaria​​3952​​Chief CustomerPeople Officer​
Jeff LendinoIan Goodkind​​5048​​Chief LegalFinancial Officer​
Jill PutmanLinh Lam​​5340​​Chief FinancialInformation Officer​
John StrosahlJeff Lendino​​5452​​Chief OperatingLegal Officer​
Jason WudiJohn Strosahl​​4256​​Chief TechnologyOperating Officer and President​
Jason Wudi​​44​​Chief Strategist​
Dean Hager is the Chief Executive Officer and a member of our Board. His biography can be found above under “Board of Directors and Corporate Governance — Continuing Directors.”
Sam JohnsonMichelle 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, she 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 CustomerFinancial Officer at Jamf since May 2017,September 2022. Prior thereto, Mr. Goodkind served as Jamf’s Chief Accounting Officer, leading financial accounting, internal audit, tax and previously served at Jamf as a Vice President of Customer Servicetreasury functions from December 2014 until May 2017, a Director of Customer Service from October 2011 until December 2014 and a support manager from February 2008 until October 2011.November 2019 to September 2022. Prior to joining Jamf, Mr. JohnsonGoodkind 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 systemshardware to cloud software and networking engineer. Mr. Johnsonsolutions company. Ms. Lam holds a bachelor’s degree in Management Information SystemsB.A. from the University of Wisconsin-Eau Claire.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 roles from August 1999 until June 2017, including General Counsel, at Kroll Ontrack, a pioneermarket leader in theproviding data recovery and e-discovery industries.solutions. Mr. Lendino holds a bachelor’s degree in Spanish from St. John’s University (Minnesota) and a juris doctorateJ.D. from William Mitchell College of Law.
Jill Putman has been the Chief Financial Officer at Jamf since June 2014. Prior to her role at Jamf, Ms. Putman was the Chief Financial Officer at Kroll Ontrack from July 2011 until May 2014. From 1997 to 2009, Ms. Putman held several roles, including VP of Finance, at Secure Computing, which was acquired by McAfee in 2008. Ms. Putman began her career with KPMG, serving in its audit practice. Ms. Putman has served as a director of Queen’s Gambit Growth Capital since January 2021 and as a director of Integral Ad Science since January 2021. Ms. Putman holds a bachelor’s degree in Accounting and Psychology from Luther College, an MBA from the University of St. Thomas, and is a CPA, inactive.
John Strosahl has served as the Chief Operating Officer at Jamf since January 2020 and as Jamf’s President since January 2022, and previously served at Jamf as the Chief Revenue Officer from October 2015 until January 2020. Prior to joining Jamf, Mr. Strosahl was a Vice President at eBay from November 2013 until October 2015. Prior to this, Mr. Strosahl held various executive roles at Digital River, Inc., a global

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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.
Jason Wudi has served as the Chief Strategist at Jamf since January 2022 as well as from June 2017 until January 2020, and previously served as the Chief Technology Officer at Jamf sincefrom January 2020 and previously served as the Chief Strategist at Jamf from June 2017 until January 2020, the Chief Technology Officer2022 as well as from October 2013 until June 2017, the Chief Cultural Officer from October 2011 until October 2013, and the Director of Services and Support from July 2006 until January 2012. 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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EXECUTIVE AND DIRECTOR COMPENSATION
TheUnless we state otherwise or the context otherwise requires, in this Executive and Director Compensation section the terms “Jamf,” “we,” “us,” “our,” and the “Company” refer to Jamf Software, LLC, a wholly-owned subsidiary of Jamf Holding Corp., for the period up to our IPO, and to Jamf Holding Corp. for all periods following sectionour IPO.
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides an overview of our executive compensation information pursuantprogram and the compensation awarded to, the scaled disclosure rules applicableearned by, or paid to “emerging growth companies” under the rules of the SEC and may contain statements regarding future individual and company performance targets and goals. These targets and goals should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Named Executive Officers
Ourour Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), our former Chief Financial Officer (“former CFO”), and our two otherthree most highly compensated officers (other than the CEO, CFO, and former CFO) for 2022 (who, along with the CEO, CFO and former CFO, we refer to as our Named Executive Officers (“NEOs”)). For 2022, our NEOs are:
Name​​Principal Position​
Dean Hager​​Chief Executive Officer and Director​
Ian Goodkind(1)​​Chief Financial Officer​
John Strosahl​​Chief Operating Officer and President​
Jason Wudi​​Chief Strategist​
Linh Lam​​Chief Information Officer​
Jill Putman(2)​​Former Chief Financial Officer​
​
(1)
Mr. Goodkind was appointed Chief Financial Officer, effective September 1, 2022. Previously he had served as our Chief Accounting Officer.
​
(2)
Ms. Putman retired from her position as Chief Financial Officer, effective September 1, 2022. Thereafter, Ms. Putman served in a non-executive capacity through March 2023.
​
Business Overview and 2022 Performance Highlights
Below is a summary of key financial and operational performance highlights for 2022:
•
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 $512.5 million as of December 31, 2022, an increase of 24% year-over-year.
​
•
Our total revenue was $478.8 million for the year ended December 31, 2020, who we2022, an increase of 31% year-over-year.
​
•
Our gross profit was $359.5 million for the year ended December 31, 2022, compared to $276.0 million for the year ended December 31, 2021. Our non-GAAP gross profit was $390.0 million for the year ended December 31, 2022, compared to $296.6 million for the year ended December 31, 2021.
​
•
Our operating loss was $138.9 million for the year ended December 31, 2022, compared to operating loss of $76.2 million for the year ended December 31, 2021. Our non-GAAP operating income was $25.9 million for the year ended December 31, 2022, compared to $20.5 million for the year ended December 31, 2021.
​
•
Our cash flow provided by operations was $90.0 million for the year ended December 31, 2022, compared to $65.2 million for the year ended December 31, 2021.
​
•
We successfully executed our CFO transition following Ms. Putman’s retirement and Mr. Goodkind’s appointment as CFO, effective September 1, 2022. See “— CFO Transition” below.
​
•
We completed three acquisitions, including the acquisition of ZecOps, Inc. (“ZecOps”).
​
•
We ended the year with 30.0 million devices on our platform.
​

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•
We ended 2022 serving more than 71,000 customers, representing an increase of approximately 11,000 customers during 2022.
​
•
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.
​
We believe that the efforts of our NEOs were critical to our financial and operational successes in 2022.
Non-GAAP gross profit and non-GAAP operating income are non-GAAP measures that exclude the impact of certain items. GAAP means U.S. generally accepted accounting principles. 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.
CFO Transition
Ms. Putman retired from her position as our “NamedCFO, effective September 1, 2022. In connection with Ms. Putman’s resignation, we appointed Ian Goodkind, at that time our Chief Accounting Officer, to succeed Ms. Putman, effective September 1, 2022. In order to ensure a smooth and orderly transition of responsibilities, Ms. Putman remained with us in a non-executive capacity through March 2023. The key terms of the CFO transition are summarized below:
•
Ms. Putman’s base salary was reduced by approximately 75%;
​
•
Ms. Putman was entitled to receive her 2022 annual cash incentive payment, prorated through September 1, 2022;
​
•
Ms. Putman was eligible to receive COBRA benefits;
​
•
Ms. Putman was entitled to continue to vest in her outstanding equity awards through her transition end date, following which date all of her unvested restricted stock unit (“RSU”) awards were cancelled pursuant to the terms of such awards; and
​
•
Ms. Putman continues to be eligible to exercise her vested options through September 2024.
​
2022 Executive Officers,”Compensation Program Highlights
Highlights of our 2022 executive compensation program include:
•
Base salaries that are competitive with those offered by our peer companies;
​
•
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 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 2022 consisted of the following elements:
Named Executive OfficerCompensation Element​​Position​
Dean HagerPurpose​​Chief Executive OfficerFeatures​
Jill PutmanBase salary​​Chief Financial Officer​
John StrosahlTo provide a fair and competitive base level of compensation for services rendered​​Chief Operating OfficerFixed 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 to 75th 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 do not provide executive perquisites or 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 pay (cash and equity)​​× 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​
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

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program and is responsible for approving the nature and amount of the compensation paid to our NEOs and for 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 2022 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.
Based on these criteria, our peer group for 2022, as approved by our Committee, was comprised of the following 22 companies:
​Altair Engineering​​Dynatrace​​PagerDuty​​Smartsheet​
​Appfolio​​Everbridge​​Paylocity​​Sprout Social​
​Avalara​​Five9​​Ping Identity​​SPS Commerce​
​Blackline​​Model N​​Q2​​Workiva​
​Cloudflare​​nCino​​SailPoint Technologies​​​​
​Domo​​New Relic​​SentinelOne​​​​
We believe that the compensation practices of our 2022 peer group provided us with appropriate compensation data for evaluating the competitiveness of the compensation of our NEOs during 2022.
Notwithstanding the similarities of the 2022 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

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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 2022, cash compensation for our executive officers was generally targeted at or about the 50th percentile of our 2022 peer group and long-term equity incentive compensation was generally targeted at or about the 50th to 75th percentile of our 2022 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
In prior years, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended. Therefore, we were not required to hold a non-binding, advisory vote on the compensation of our NEOs (a “Say-on-Pay” vote). We will hold our first Say-on-Pay vote at this Annual Meeting. Because we value the opinions of our shareholders, the Board and the Committee will consider the outcome of 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 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 adjustments made to base salary in 2022 for each of our NEOs:
Name​​2021
Base Salary
($)		​​2022
Base Salary
($)		​​% Change​
Dean Hager​​​​375,000​​​​​375,000​​​​​—​​
Ian Goodkind(1)
​​​​—​​​​​345,000​​​​​—​​
John Strosahl​​​​284,850​​​​​325,300​​​​​5.5%​​
Jason Wudi​​​​297,000​​​​​300,000​​​​​1%​​
Linh Lam(2)
​​​​—​​​​​306,000​​​​​—​​
Jill Putman(3)
​​​​334,750​​​​​334,750​​​​​—​​
​
(1)
Mr. Goodkind was not an NEO for 2021. The base salary listed above reflects his base salary following his promotion to CFO. Mr. Goodkind received a standard merit salary increase and a subsequent salary increase upon Mr. Goodkind’s promotion to CFO.
​
(2)
Ms. Lam was not an NEO for 2021.
​
(3)
Reflects Ms. Putman’s salary prior to her retirement from her position as CFO, effective September 1, 2022. Following her retirement, Ms. Putman served in a non-executive capacity at a reduced salary rate. See “— CFO Transition.”
​

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Annual Short-Term Incentive Plan
Our annual cash incentive plan for the 2022 fiscal year (the “2022 AIP”) 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 “—  2022 AIP NEO Award Targets and AIP Payouts” for each NEO’s target percentage). The dominant considerations in evaluating performance under the 2022 AIP 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 determined with respect to the same corporate objectives and formula for all employees eligible to participate under our 2022 AIP, 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 is subject to a 15% reduction based on Company achievement against certain objectives for increases in BIPOC representation for each of the general Jamf employee base and Jamf management. The Committee has included these additional metrics in order to incentivize additional corporate performance goals with respect to inclusion and representation. In addition, for each of Messrs. Strosahl and Hager, their 2022 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 Messrs. Hager and Strosahl in order to incentivize additional corporate performance goals.
2022 Performance Targets
The Committee determines the applicable performance metrics and the performance goals for our AIP 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 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 2022 AIP would depend on the Company’s achievement of total revenue and ARR targets for 2022, as follows:
​​​Threshold​​On-Target
Value (dollars in
millions)		​​Weighting​
Measure​​Percentage​​Value (dollars in
millions)		​
ARR​​​​90%​​​​​485.1​​​​​539.0​​​​​70%​​
Total revenue​​​​90%​​​​​436.05​​​​​484.5​​​​​30%​​
Under the 2022 AIP, no cash award was payable with respect to a particular measure (ARR or total revenue) if the percentage achievement was below the threshold (90%) for the applicable target. At 90% attainment, payout begins at 50% of the target bonus. From 90% up to 100% attainment, the payout rate rises linearly from 50% to 100% of the target bonus. In addition, the 2022 AIP included a payout accelerator of 4% of the payment amount per each 1% over target as follows:
​Actual Achievement​​Payout​
​Below 90%​​0%​
​At or above 90% and below 100%​​50% of target, rising linearly thereafter from 50% to 100%​
​100%​​100%​
​Each 1% over target​​Additional 4%​
For Mr. Strosahl, his 2022 AIP included an additional $20,000 stretch award opportunity based upon Company achievement against a certain MBO for ACV bookings. The Company did not satisfy the relevant target under this MBO. Accordingly, Mr. Strosahl did not earn any additional amounts under the stretch award opportunity.

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For Mr. Hager, his 2022 AIP included an additional $150,000 stretch award opportunity based upon Company achievement against certain MBOs for ARR, non-GAAP operating income, and increases in BIPOC representation for each of the general Jamf employee base and Jamf management. While the Company satisfied the applicable targets under the non-GAAP operating income and BIPOC representation MBOs, the Company did not satisfy the applicable target under the ARR MBO. Accordingly, Mr. Hager did not earn any additional amounts under the stretch award opportunity.
2022 AIP NEO Award Targets and AIP Payouts
The Committee determined that the Company had achieved an average of approximately 95% of its ARR target and approximately 99% of its total revenue target, each as described above under “— 2022 Performance Targets.” Accordingly, the weighted payout for its executive officers was approximately 81% of target. In addition, the applicable BIPOC representation targets under the 2022 AIP for Messrs. Goodkind, Strosahl, and Wudi and Ms. Lam were satisfied, as a result their payouts were not subject to reduction.
In light of such achievement, the actual cash incentive award amounts under the 2022 AIP were approved by our Committee and paid to our NEOs, as set forth in the table below.
Named Executive Officer​​
2022
Target Cash
Incentive
Award
(% of 2021
Base Salary)(1)
​​
2022
Target Cash
Incentive
Award
Opportunity ($)(1)
​​
2022
Actual Cash
Incentive
Award
Payment ($)(1)
​
Dean Hager(2)
​​​​100%​​​​​225,000​​​​​185,250​​
Ian Goodkind(3)
​​​​75%​​​​​177,316​​​​​146,967​​
John Strosahl(4)
​​​​100%​​​​​318,560​​​​​263,493​​
Jason Wudi​​​​50%​​​​​149,750​​​​​121,267​​
Linh Lam​​​​50%​​​​​152,500​​​​​123,463​​
Jill Putman(5)
​​​​75%​​​​​251,063​​​​​149,913​​
​
(1)
AIP payouts are prorated based on salary adjustments made across the fiscal year. The cash incentive award opportunity and actual 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 “— 2022 Performance Targets.” However, the Company did not satisfy the relevant target and no additional amounts were earned by Mr. Hager under the stretch award opportunity.
​
(3)
Mr. Goodkind received a standard merit salary increase and a subsequent salary increase upon his promotion to CFO. In addition, Mr. Goodkind’s cash incentive award opportunity prior to his promotion to CFO was 50% of his then existing base salary, and his cash incentive award opportunity following his promotion was 75% of his base salary. His target cash incentive award opportunity listed above includes these adjustments.
​
(4)
In addition, Mr. Strosahl was eligible to receive an additional stretch cash incentive award opportunity as described above under “— 2022 Performance Targets.” However, the Company did not satisfy the relevant target and no additional amounts were earned by Mr. Strosahl under the stretch award opportunity.
​
(5)
On account of Ms. Putman’s retirement as CFO, her 2022 AIP payout was prorated through September 1, 2022. See “— CFO Transition.”
​
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

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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.
2022 Equity Grants
In 2022, the Committee approved the grant of RSUs to each of our NEOs. 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 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 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 it with 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 2022 RSUs granted to each of our NEOs is set forth below.
Named Executive Officer​​Grant Date​​
Grant Date Fair
Value of Stock
Awards
($)(1)
​
Dean Hager​​March 15, 2022​​​$3,750,019​​
Ian Goodkind​​March 15, 2022​​​$1,384,915​​
John Strosahl​​March 15, 2022​​​$3,253,029​​
Jason Wudi​​March 15, 2022​​​$2,099,811​​
Linh Lam​​March 15, 2022​​​$2,142,026​​
Jill Putman​​March 15, 2022​​​$2,343,323​​
​
(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, 2022. 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.
​
Pre-IPO Stock Option Grants
Prior to our IPO certain of our NEOs were granted stock options. These options were to vest in part based on the NEO’s continued employment over a four-year period, and in part based on the realization of investment returns by Vista of $1.515 billion or more. The realized investment return had been nearly satisfied at $1.515 billion at the end of 2021. Based on the value of Vista’s remaining holdings, which if sold at June 2022 market values would exceed the investment return requirement, and the right to sell any or all remaining ownership stake being solely within Vista’s control, the Committee determined that management had met the obligations under the plan to return the determined valuation. Therefore, in June 2022, the Committee deemed fully vested all performance stock options granted prior to our IPO, effective as of June 30, 2022. Any service option awards that remain outstanding will continue to vest in accordance with the original terms of such grants.
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 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.
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our NEOs. In the future, we may 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, and the outstanding unvested time-based option awards (as applicable) would vest in connection with the realization by Vista of its investment returns of $1.515 billion or more, in each case, subject to continued service through such time. These severance payments and benefits are more fully described below under “ 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.

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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 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 Named Executive OfficersNEOs for the past two fiscal years.2022 and, if applicable, 2021 and 2020.
Name and principal position​Year​Salary​
Bonus(1)
​
Nonequity
incentive plan
compensation(2)
​Total​​Year​Salary​Bonus​
Nonequity
incentive plan
compensation(1)
​
Stock
Awards(2)
​
All Other
Compensation(3)
​Total​
Dean Hager, Chief Executive Officer(3)(4)
​​​2020​​​$360,578​​​​—​​​$395,963​​​$756,541​​​​​2022​​​$375,000​​​​—​​​$185,250​​​$3,750,019​​​$9,267​​​$4,319,536​​
​​​​2019​​​$300,001​​​$11,500​​​$382,124​​​$693,675​​​​​2021​​​$375,000​​​​—​​​$401,730​​​$7,690,776​​​$8,817​​​$8,476,323​​
Jill Putman, Chief Financial Officer
​​​2020​​​$323,939​​​​—​​​$247,168​​​$571,107​​
​​​​2019​​​$313,899​​​$12,300​​​$210,676​​​$536,875​​​​​2020​​​$360,578​​​​—​​​$395,963​​​​—​​​$8,667​​​$765,208​​
John Strosahl, Chief Operating Officer(4)
​​​2020​​​$267,213​​​​—​​​$322,107​​​$589,320​​
Ian Goodkind, Chief Financial Officer
​​​2022​​​$294,216​​​​—​​​$146,967​​​$1,384,915​​​$9,267​​​$1,835,365​​
John Strosahl, Chief Operating Officer & President
​​​2022​​​$317,522​​​​—​​​$263,493​​​$3,253,029​​​$9,267​​​$3,843,311​​
​​​​2019​​​$253,165​​​$9,387​​​$263,138​​​$526,140​​​​​2021​​​$281,994​​​​—​​​$353,920​​​$4,965,586​​​$8,817​​​$5,610,317​​
​​​​2020​​​$267,213​​​​—​​​$322,107​​​​—​​​$8,667​​​$597,987​​
Jason Wudi, Chief Strategist
​​​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​​
Linh Lam, Chief Information Officer
​​​2022​​​$304,847​​​​—​​​$123,463​​​$2,142,026​​​$9,267​​​$2,579,603​​
Jill Putman, Former Chief Financial Officer (5)
​​​2022​​​$260,619​​​​—​​​$149,913​​​$2,343,323​​​$9,150​​​$2,763,005​​
​​​​2021​​​$332,875​​​​—​​​$279,315​​​$4,805,677​​​$8,817​​​$5,426,684​​
​​​​2020​​​$323,939​​​​—​​​$247,168​​​​—​​​$8,667​​​$579,774​​
​
(1)
Amounts represent discretionary one-time bonus amounts earned by each of our Named Executive Officers in respect of certain performance and Company operational objectives.
​
(2)

Represents the actual amounts earned by each of our Named Executive OfficersNEOs under the performance-based cash incentive plan2022 AIP as described belowabove under “— Non-Equity“Compensation Discussion and Analysis — Annual Short-Term Incentive Compensation.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, 2022. 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 2022, 2021 and 2020 were the following items: Company 401(k) and life insurance premiums.
​
(4)
Mr. Hager serves on the Board, but is not paid additional compensation for such service.
​
(4)
(5)
Mr. StrosahlMs. Putman retired from her position as CFO, effective September 1, 2022. Following her retirement, Ms. Putman served as our Chief Revenue Officer until January 2020, at which time he was appointedin a non-executive capacity to his current position of Chief Operating Officer.ensure an orderly transition. See “Compensation Discussion and Analysis — CFO Transition.”
​


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Grant of Plan-Based Awards Table
The following table sets forth information regarding plan-based awards made to each of our NEOs during 2022.
​​​​​​​​​
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
​​
All other
Stock
Awards:
Number of
Shares of
Stock or
units
(#)(3)
​​
Grant Date
Fair Value of
Stock
Awards(4)
​
Name​​Grant Date​​
Threshold
($)(2)
​​Target
($)		​​Maximum
($)		​
Dean Hager​​​​—​​​​​33,750​​​​​225,000​​​​​—​​​​​​​​​​​​​​
​​​​​—​​​​​150,000(5)​​​​​150,000(5)​​​​​150,000(5)​​​​​​​​​​​​​​
​​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​119,656​​​​$3,750,019​​
Ian Goodkind​​​​—​​​​​26,597​​​​​177,316​​​​​—​​​​​​​​​​​​​​
​​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​44,190​​​​$1,384,915​​
John Strosahl​​​​—​​​​​47,784​​​​​318,560​​​​​—​​​​​​​​​​​​​​
​​​​​—​​​​​20,000(6)​​​​​20,000(6)​​​​​20,000(6)​​​​​​​​​​​​​​
​​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​103,798​​​​$3,253,029​​
Jason Wudi​​​​—​​​​​22,463​​​​​149,750​​​​​—​​​​​​​​​​​​​​
​​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​67,001​​​​$2,099,811​​
Linh Lam​​​​—​​​​​22,875​​​​​152,500​​​​​—​​​​​​​​​​​​​​
​​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​68,348​​​​$2,142,026​​
Jill Putman(7)
​​​​—​​​​​37,659​​​​​251,063​​​​​—​​​​​​​​​​​​​​
​​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​74,771​​​​$2,343,323​​
​
(1)
Amounts represent the threshold and target annual cash incentive award opportunities by our NEOs under the 2022 AIP. 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 Incentive Plan” above for additional details. The actual amounts paid to our NEOs under our 2022 AIP are set forth in the Non-Equity Incentive Plan Compensation of the Summary Compensation Table above.
​
(2)
The amounts reported were calculated based on assuming achievement of only the revenue metric (30% of the applicable NEO’s target cash award percentage) under the general corporate goals of the 2022 AIP and, for Messrs. Goodkind, Strosahl, and Wudi and Ms. Lam, satisfaction of applicable BIPOC representation targets. See “Compensation Discussion and Analysis — Annual Short-Term Incentive Plan” above for additional details.
​
(3)
Amounts represent the number of RSUs granted to our NEOs in 2022. 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, 2022. 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)
See “Compensation Discussion and Analysis — 2022 Performance Targets” above for more information with respect to Mr. Hager’s stretch cash incentive award opportunity.
​
(6)
See “Compensation Discussion and Analysis — 2022 Performance Targets” above for more information with respect to Mr. Strosahl’s stretch cash incentive award opportunity.
​
(7)
On account of Ms. Putman’s retirement as CFO, her 2022 AIP payout was prorated through September 1, 2022. See “Compensation Discussion and Analysis — CFO Transition.”
​

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Outstanding Equity Awards at 20202022 Fiscal Year End
​​
Option Awards (1)
​Stock Awards​
Option Awards(1)
Option Awards(1)
​Stock Awards​
Name​
Grant
Date
​
Number of
securities
underlying
unexercised
options (#)
exercisable(2)(3)
​
Number of
securities
underlying
unexercised
options (#)
unexercisable
​
Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options (#)(3)
​
Option
exercise
price
($)
​
Option
expiration
date
​
Number
of
shares
or units
of stock
that
have
not
vested
(#)
​
Market
value
of
shares
of units
of
stock
that
have
not vested ($)
​
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
($)
​​Grant Date​
Number of
securities
underlying
unexercised
options (#)
exercisable(2)
​
Number of
securities
underlying
unexercised
options (#)
unexercisable(2)
​Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options (#)		​Option
exercise
price
($)		​Option
expiration
date		​
Number of
shares or
units of
stock that
have
not vested
(#)(3)
​
Market
value of
shares of
units of
stock that
have
not vested
($)(4)
​Equity
incentive
plan
awards:
Number of
unearned
shares,
units or
other
rights
that have
not vested
(#)		​Equity
incentive
plan
awards:
Market or
payout
value of
unearned
shares,
units or
other
rights
that have
not vested
($)		​
Dean Hager​​​11/21/2017​​​​1,237,500.00​​​​412,500.00​​​​825,000.00​​​​5.49​​​​11/21/2027​​​​​​​​​​​​​11/21/2017​​​​1,464,939​​​​—​​​​—​​​​5.49​​​​11/21/2027​​​​​​​​​​​​​​​​
​​​​12/10/2019​​​​—​​​​—​​​​284,625.00​​​​8.70​​​​12/10/2029​​​​​​​​​​​​​12/10/2019​​​​284,625​​​​—​​​​—​​​​8.70​​​​12/10/2029​​​​​​​​​​​​​​​​
Jill Putman​​​11/21/2017​​​​275,000.00​​​​91,667.00​​​​183,334.00​​​​5.49​​​​11/21/2027​​​​​​​​​​
​​​​6/1/2021​​​​​​​​​​​​​​​​​​​​​​​​​​​​​166,322​​​​3,542,659​​​​​​
​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​​​​​​​119,656​​​​2,548,673​​​​​​
Ian Goodkind​​​11/18/2019​​​​19,938​​​​26,583​​​​—​​​​8.21​​​​11/17/2029​​​​​​​​​​​​​​​​
​​​​11/18/2019​​​​53,167​​​​—​​​​—​​​​8.21​​​​11/18/2029​​​​​​​​​​​​​​​​
​​​​6/1/2021​​​​​​​​​​​​​​​​​​​​​​​​​​​​​34,834​​​​741,964​​​​​​
​​​​10/10/2019​​​​—​​​​—​​​​63,250.00​​​​8.21​​​​10/10/2029​​​​​​​​​​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​​​​​​​44,190​​​​941,247​​​​​​
John Strosahl​​​11/21/2017​​​​121,000.00​​​​60,500.00​​​​121,000.00​​​​5.49​​​​11/21/2027​​​​​​​​​​​​​11/21/2017​​​​121,000​​​​—​​​​—​​​​5.49​​​​11/21/2027​​​​​​​​​​​​​​​​
​​​​10/10/2019​​​​—​​​​—​​​​123,750.00​​​​8.21​​​​10/10/2029​​​​​​​​​​​​​10/10/2019​​​​123,750​​​​—​​​​—​​​​8.21​​​​10/10/2029​​​​​​​​​​​​​​​​
​​​​6/1/2021​​​​​​​​​​​​​​​​​​​​​​​​​​​​​107,387​​​​2,287,343​​​​​​
​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​​​​​​​103,798​​​​2,210,897​​​​​​
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​​​​​​​​​​​​​​​​​​​​​​​​​​​​​92,210​​​​1,964,073​​​​​​
​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​​​​​​​67,001​​​​1,427,121​​​​​​
Linh Lam​​​11/1/2021​​​​​​​​​​​​​​​​​​​​​​​​​​​​​27,465​​​​585,005​​​​​​
​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​​​​​​​68,348​​​​1,455,812​​​​​​
Jill Putman(5)
​​​11/21/2017​​​​494,001​​​​—​​​​—​​​​5.49​​​​11/21/2027​​​​​​​​​​​​​​​​
​​​​10/10/2019​​​​63,250​​​​—​​​​—​​​​8.21​​​​10/10/2029​​​​​​​​​​​​​​​​
​​​​6/1/2021​​​​​​​​​​​​​​​​​​​​​​​​​​​​​103,928​​​​2,213,666​​​​​​
​​​​3/15/2022​​​​​​​​​​​​​​​​​​​​​​​​​​​​​74,771​​​​1,592,622​​​​​​
​
(1)

Each stock option was granted pursuant to our 2017 Stock Option Plan (the “2017 Plan”).
​
(2)

TheReflects the number of shares underlying the service options, which are scheduled to vest over a 4-year period as follows: 25% of the shares vest upon completion of one year of service measured from November 13, 2017,the date of grant; and the balance vests in 12 successive equal quarterly installments, subject to continuous service or upon certain change of control events. See “— Potential Payments Upon Termination or Change in Control” below for additional details.
​
(3)
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 shares underlying the service optionsRSUs will fully
​

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vest and will be fully exercised through a cashless net exercise automatically upon a qualifying termination of employment following a change ofin control of the Company. See “— Potential Payments Upon Termination or Change in Control” below for additional details.
(4)
The amounts reported in this column are equal to the number of RSUs subject to the award multiplied by $21.30, which was the per share closing price of a share of our common stock on December 30, 2022 on the Nasdaq.
​
(5)
Following her retirement, Ms. Putman continued to vest in her outstanding equity awards through her transition end date in March 2023. Following Ms. Putman’s termination end date, all of her unvested RSU awards were cancelled pursuant to the terms of such awards. In addition, Ms. Putman is eligible to exercise her vested options through September 2024. See “Compensation Discussion and Analysis —  CFO Transition.”
​
Option Exercises and Stock Vested
The following table shows the stock options that our NEOs exercised during 2022 and stock awards held by our NEOs that vested during 2022.
​​​Option Awards​​Stock Awards​
Named Executive Officer​​
Number of Shares
Acquired on Exercise(1)
​​
Value Realized on
Exercise
($)(2)
​​
Number of Shares
Acquired on Vesting(3)
​​
Value Realized on
Vesting
($)(4)
​
Dean Hager​​​​246,943​​​​​7,082,642​​​​​55,442​​​​​1,427,077​​
Ian Goodkind​​​​6,646​​​​​179,911​​​​​11,612​​​​​298,893​​
John Strosahl​​​​—​​​​​—​​​​​35,796​​​​​921,389​​
Jason Wudi​​​​118,779​​​​​2,210,048​​​​​30,736​​​​​791,145​​
Linh Lam​​​​—​​​​​—​​​​​15,258​​​​​295,853​​
Jill Putman​​​​20,000​​​​​554,882​​​​​34,644​​​​​891,737​​
​
(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 number of shares shown in the table by 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 2022 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.
Under the employment letter agreements, upon a termination of the NEO’s employment by the Company without Cause or by the NEO for Good Reason (as those terms are defined in the applicable employment letter agreement) (each, a “Qualifying Termination”) and subject to the NEO’s execution of a

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separation and release agreement, we will be obligated to pay to the NEO, in addition to any Accrued Amounts (as defined below), (A) a cash severance payment for the applicable severance period; and (B) amounts due for COBRA continuation coverage for the applicable severance period; provided, that if in the event a Qualifying Termination occurs during a Change of Control Period (as discussed further below), we would additionally be obligated to pay or provide to 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 100% of the NEO’s then outstanding unvested equity awards that vest based on continued employment or service will 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. 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)
​
Dean Hager​​12 months​​18 months​
Ian Goodkind​​6 months​​12 months​
John Strosahl​​6 months​​12 months​
Jason Wudi​​6 months​​12 months​
Linh Lam​​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).
​
Any unvested portions of the service stock options will(if applicable) granted to our NEOs prior to our IPO are eligible to vest and become exercisable whenupon (i) a “termination event,” as defined in our 2017 Plan, which includes a sale of stock or consolidation, merger, or reorganization, in each case, that results in any person or group obtaining possession of voting power to elect the majority of our Board or the sale of all or substantially all of our assets, or any consolidation, merger, or reorganization of the Company into another entity as a result of which any person or group obtains, in which Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion; or (ii) upon the realization by Vista of an investment return of $1.515 billion upon certain changethrough the sale of control events.
​
(3)
The shares underlying the return options will vest and become exercisable when Vista’s realized cash return on its investmentequity in the Company equals or exceeds $1.515 billion upon certain change of control events.
​
Emerging Growth Company Status
We are providing compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies”public markets. For Mr. Goodkind only, amounts reported in the “Change in Control” column below reflect the acceleration value of his outstanding unvested service stock options under the rules2017 Plan as of December 31, 2022.
Pursuant to terms of the SEC. As an emerging growth company,employment letter agreements, the RSUs granted to our current NEOs would vest upon a Qualifying Termination that occurs during the Change of Control Period.
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, 2022 and the NEO’s target 2022 AIP payout. 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 December 31, 2022. The per share closing price of the Company’s stock on the Nasdaq as of December 30, 2022 was $21.30, which was used as the value of the Company’s stock in the change in control. The value of the option vesting acceleration was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of December 31, 2022, by the difference between the per share closing price of the Company’s stock as of December 30, 2022, and the per share exercise price for such unvested option shares. The value of RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2022, by the per share closing price of the Company’s stock as of December 30, 2022.

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The following table describes the potential payments and benefits upon employment termination for Mr. Hager, as if his employment terminated as of December 31, 2022.
Executive Benefits and Payment upon Termination​​Qualifying
Termination Not in
Connection with a
Change in Control ($)		​​Change in Control
($)		​​Qualifying
Termination with
Change in Control ($)		​
Compensation:​​​​​​​​​​​​​​​​​​​
Cash Severance​​​​375,000​​​​​—​​​​​787,500​​
Acceleration of Equity Awards​​​​—​​​​​—​​​​​6,091,022​​
Health care continuation​​​​27,114​​​​​—​​​​​40,671​​
Total​​​​402,114​​​​​—​​​​​6,919,193​​
The following table describes the potential payments and benefits upon employment termination for Mr. Goodkind, as if his employment terminated as of December 31, 2022.
Executive Benefits and Payment upon Termination​​Qualifying
Termination Not in
Connection with a
Change in Control ($)		​​Change in Control
($)		​​Qualifying
Termination with
Change in Control ($)		​
Compensation:​​​​​​​​​​​​​​​​​​​
Cash Severance​​​​172,500​​​​​—​​​​​522,316​​
Acceleration of Equity Awards​​​​—​​​​​864,549​​​​​2,031,182​​
Health care continuation​​​​13,512​​​​​—​​​​​27,025​​
Total​​​​186,012​​​​​864,479​​​​​2,580,523​​
The following table describes the potential payments and benefits upon employment termination for Mr. Strosahl, as if his employment terminated as of December 31, 2022.
Executive Benefits and Payment upon Termination​​Qualifying
Termination Not in
Connection with a
Change in Control ($)		​​Change in Control
($)		​​Qualifying
Termination with
Change in Control ($)		​
Compensation:​​​​​​​​​​​​​​​​​​​
Cash Severance​​​​162,650​​​​​—​​​​​643,860​​
Acceleration of Equity Awards​​​​—​​​​​—​​​​​4,498,240​​
Health care continuation​​​​13,557​​​​​—​​​​​27,114​​
Total​​​​176,207​​​​​—​​​​​5,169,214​​
The following table describes the potential payments and benefits upon employment termination for Mr. Wudi, as if his employment terminated as of December 31, 2022.
Executive Benefits and Payment upon Termination​​Qualifying
Termination Not in
Connection with a
Change in Control ($)		​​Change in Control
($)		​​Qualifying
Termination with
Change in Control ($)		​
Compensation:​​​​​​​​​​​​​​​​​​​
Cash Severance​​​​150,000​​​​​—​​​​​449,750​​
Acceleration of Equity Awards​​​​—​​​​​—​​​​​3,391,194​​
Health care continuation​​​​13,557​​​​​—​​​​​27,114​​
Total​​​​163,557​​​​​—​​​​​3,868,058​​

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The following table describes the potential payments and benefits upon employment termination for Ms. Lam, as if her employment terminated as of December 31, 2022.
Executive Benefits and Payment upon Termination​​Qualifying
Termination Not in
Connection with a
Change in Control ($)		​​Change in Control
($)		​​Qualifying
Termination with
Change in Control ($)		​
Compensation:​​​​​​​​​​​​​​​​​​​
Cash Severance​​​​153,000​​​​​—​​​​​458,500​​
Acceleration of Equity Awards​​​​—​​​​​—​​​​​2,040,817​​
Health care continuation​​​​3,520​​​​​—​​​​​7,039​​
Total​​​​156,520​​​​​—​​​​​2,506,356​​
CFO Transition Payments
Ms. Putman retired from her position as our CFO, effective September 1, 2022. In order to ensure a smooth and orderly transition of responsibilities, Ms. Putman remained with us in a non-executive capacity through March 2023. See “Compensation Discussion and Analysis — CFO Transition.” In connection with the CFO transition, (i) Ms. Putman received a monthly salary of $6,974, (ii) Ms. Putman’s 2022 AIP payout was prorated through September 1, 2022 (valued at approximately $167,375 at the target payout), (iii) Ms. Putman was eligible to receive COBRA benefits (valued at approximately $2,300 per month), (iv) Ms. Putman was entitled to continue to vest in her outstanding equity awards through her transition end date (based on the closing price of our common stock on December 30, 2022 of $21.30, the value of Ms. Putman’s retained RSU awards eligible for continued vesting through her transition end date was approximately $368,959), and (v) Ms. Putman continues to be eligible to exercise her vested options through September 2024 (based on the closing price of our common stock on December 30, 2022 of $21.30, less the applicable exercise price, the value of Ms. Putman’s retained stock option awards held at December 31, 2023 was approximately $8,638,098).
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 exempt from certain requirements relatedrequired to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating todisclose the ratio of the annual total compensation of our Chief Executive Officerprincipal executive officer (“PEO”) to the median of the annual total compensation of all of our employees eachother than our PEO. During 2022, our PEO was our Chief Executive Officer, Dean Hager.
In accordance with Item 402(u) of Regulation S-K, to identify, and to determine the annual total compensation of, the median employee, we used the following methodology:
•
Use of worldwide employee population as required byof December 31, 2022, which consisted of approximately 2,796 total employees, of which approximately 1,736 employees were employed in the Dodd-Frank Wall Street ReformUnited States and Consumer Protection Act.approximately 1,060 employees were employed in foreign jurisdictions.
Employment, Severance and Change in Control Arrangements​
Letter Agreements•
We have letter agreements with eachrelied on the de minimis exception under the SEC rules and excluded our workforce in the following countries totaling 134 employees (or approximately 4.8% of our Named Executive Officers that provide for at-will employment and set forth each executive’s annual base salary, maximum bonus opportunity and eligibility to participate in our benefit plans generally; provided that each executive’s annual base salary, bonus opportunities, and other compensation are subject to further adjustment on an annual basis. Each Namedworkforce).
​
Countries Excluded​​Number of Employees​
Germany​​​​27​​
Taiwan​​​​26​​
France​​​​22​​
Sweden​​​​15​​
Israel​​​​12​​
Mexico​​​​10​​
Canada​​​​9​​
Italy​​​​6​​


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Countries Excluded​​Number of Employees​
Hong Kong​​​​5​​
Ireland​​​​1​​
Singapore​​​​1​​
​
•
To determine our consistently applied compensation measure, we used (i) estimated base salary paid during 2022 (using the applicable currency conversion rate as reported in our Human Resources system of record) and (ii) gain received from equity-related transactions during 2022. We chose this as our consistently applied compensation measure because we believe it is representative of employee compensation at the Company.
​
•
We then ranked from lowest to highest using this compensation measure. This calculation was performed for all of our employees who were employed on December 31, 2022 (except for the exclusions noted above), excluding Mr. Hager. Once we selected the median employee, we calculated this employee’s compensation in the same manner as we calculated Mr. Hager’s compensation for purposes of the Summary Compensation Table.
​
For 2022, the annual total compensation for Mr. Hager, as reported in the Summary Compensation Table on page 29, was $4,319,536, and the annual total compensation for our median employee was $68,698, resulting in an estimated pay ratio of approximately 63:1.
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 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 19.
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 29, (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
PEO(1)(4)
​​
Compensation
Actually Paid to
PEO(1)(4)
​​
Average
summary
compensation
table total for
non-PEO named
executive
officers(2)(4)
​​
Average
compensation
actually paid
to non-PEO
named
executive
officers(2)(4)
​​Value of initial fixed $100
investment based on:		​​Net income
(in millions)		​​ARR
(in millions)		​
​Total
shareholder
return		​​
Peer group
total
shareholder
return(3)
​
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. Hager was the PEO for all three years in the table.
​
Executive Officer
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(2)
For 2022, Mr. Goodkind, Mr. Strosahl, Mr. Wudi, Ms. Lam, and Ms. Putman were the Other NEOs. For 2021, Ms. Putman, Mr. Strosahl, Mr. Wudi, and Mr. Lendino were the Other NEOs. For 2020, Ms. Putman and Mr. Strosahl were the Other NEOs.
​
(3)
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 subjectthe 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. The separate peer group used by the Committee for purposes of determining compensation paid to our standard confidentiality, invention assignment, non-solicit, non-competeexecutive officers is described on page 22.
​
(4)
The grant date fair value of equity awards included in Compensation Actually Paid to the PEO and arbitration agreement.Average Compensation Paid to the Other NEOs represents the total of the amounts reported in the “Stock Awards” column in the “Summary Compensation Table” for the applicable year. Any changes to stock award fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on Jamf’s updated stock price at the respective measurement dates. Changes to stock option fair values are based on the updated stock price at the respective measurement dates, in addition to an updated expected option term, volatility of the company’s stock over the updated expected option term, expected dividend yield, and risk-free rate assumptions.
Mr. Hager’s annual base salary​
Adjustments to Calculate CAP to PEO and Average CAP to Other NEOs
​​​2022​​2021​​
2020(1)
​
Adjustments​​PEO​​Other NEOs​​PEO​​Other NEOs​​PEO​​Other NEOs​
SCT Total​​​$4,319,536​​​​$2,710,211​​​​$8,476,323​​​​$5,046,446​​​​$765,208​​​​$588,881​​
Adjustments for stock awards and option awards​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
(Deduct): Aggregate value for stock awards and
option awards included in SCT Total for the
covered fiscal year		​​​​(3,750,019)​​​​​(2,244,621)​​​​​(7,690,776)​​​​​(4,506,865)​​​​​—​​​​​—​​
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​​​​2,548,673​​​​​1,525,540​​​​​8,429,250​​​​​4,939,616​​​​​—​​​​​—​​
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​​​​(2,779,257)​​​​​(1,305,463)​​​​​—​​​​​39,211​​​​​(4,630,151)​​​​​(854,006)​​
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​​​​19,799,663​​​​​2,449,920​​​​​1,383,039​​​​​241,154​​​​​(966,492)​​​​​(178,264)​​
(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)​​​$20,138,596​​​​$3,135,587​​​​$10,597,836​​​​$5,759,561​​​​$(4,831,435)​​​​$(443,390)​​
​
(1)
Prior to our IPO, our Board established the fair value of the shares of common stock underlying our stock-based awards. These estimates were based in part upon valuations provided by third-party firms. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —  Critical Accounting Policies — Common Stock Valuation” of our Annual Report on Form 10-K for the year ended December 31, 2020 for more information.
​

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Relationship between CAP and ARR, Net Income, TSR, and Peer Group TSR
Both the PEO CAP and the average Other NEO CAP were higher year-over-year in each of 2022 and 2021. The increase in each of PEO CAP and the average Other NEO CAP in 2021 was $375,000, his target performance-based cash incentivelargely the result of the implementation of market-competitive annual bonus is equal to $243,750equity grants following Jamf’s IPO and he is eligible for an additional performance-based bonusthe increase in Jamf’s stock price year-over-over. The increase in each of up to $131,250. Ms. Putman’s annual base salaryPEO CAP and the average Other NEO CAP in 2022 was largely the result of the vesting of the pre-IPO performance options.
Jamf’s ARR increased year-over-over in each of 2022 and 2021 and was directionally in line with PEO CAP and the average Other NEO CAP for the yearcovered period, whereas Net income decreased year-over-year in each of 2022 and 2021. In addition, Jamf’s cumulative TSR ended December 31, 2020 was $325,000 and her performance-based cash incentive annual bonus is equal to 75%lower than the cumulative TSR of her base salary. Mr. Strosahl’s annual base salaryJamf’s Peer Group for the year ended December 31, 2020 was $270,000covered period.
The graphs below provide additional information regarding the relationship between CAP and his performance-based cash incentive annual bonus is equalARR, Net income, TSR, and Peer Group TSR.
[MISSING IMAGE: bc_capvsarr-4c.jpg]

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[MISSING IMAGE: bc_capvsnetincm-4c.jpg]
[MISSING IMAGE: bc_capvstsr-4c.jpg]
2022 Performance Measures
We consider the list below to 100%be Jamf’s most important metrics that link compensation paid to our NEOs, as they are the key metrics that determine the payout of his base salary, plus an additional $20,000 tied to a specific annual contract value metric. The performance-based cash incentive bonusJamf’s AIP. For more information on the 2022 AIP and actual payouts thereunder for each NEO, see “Compensation Discussion and Analysis — Annual Short-Term Incentive Plan” beginning on page 24 of our Named Executive Officers provides incentive payments correlated to individual management by objectives and the attainment of pre-established objective financial goals.
Our Named Executive Officers’ letter agreements provide that upon a termination by us for any reason other than for “cause” or upon a resignation by such officer for “good reason,” each as defined therein, subject to the execution and delivery of a fully effective release of claims in favor of the Company, Mr. Hager, Mr. Strosahl and Ms. Putman will receive lump sum cash payments equal to 12 months, six months and six months of base salary, respectively.
Non-Equity Incentive Compensation
For 2020, our Named Executive Officers were eligible to receive an annual performance-based cash incentive award. Performance was assessed against goals and targets that were established for the fiscal year by our Board in the third quarter of 2020. Each performance goal was assigned a “target” level of performance.this Proxy Statement. The performance goals used to determine cash incentive awards for 2020 were based on our annual recurring revenue as of December 31, 2020 and total revenue for the year ended December 31, 2020, attainment of sales objectives and individual management objectives.measures included in this table are not ranked by relative importance.

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​​2022 Performance Measures​​
​​Total Revenue​​
​​ARR​​
​​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.
The 2017 Plan permits the granting of (i) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (“the Code”),Our Compensation and (ii) options that do not so qualify. The option exercise price of each option is determined by the administrator but may not be less than 100% of the fair market value of our common stock on the date of grant. The term of each option will be fixed by the administrator and may not exceed 10 years from the date of grant.
Our BoardNominating 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. Persons eligible to participate in the plan are those officers, employees, directors, consultants and other advisors (including prospective employees, but conditioned upon their employment) of the Company and its subsidiaries as selected from time to time by the administrator in its discretion.
Our Board has determined not to make any further awards under the 2017 Plan following the completion of our IPO.
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

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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 1 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 31 of the preceding calendar year or (ii) such number of shares of our common stock 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 1 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 common stock outstanding on December 31 of the preceding calendar year.
Securities Authorized for Issuance under Equity Incentive Plans
The following table provides information as of December 31, 2020,2022, 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 2020 Plan.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(3)
​​
Number of remaining
available securities for future
issuance under equity
compensation plans
​
Equity compensation plans approved by shareholders(1)
​​​​8,527,597(2)​​​​$6.21​​​​​13,635,821(4)​​
Equity compensation plans not approved by shareholders​​​​N/A​​​​​N/A​​​​​N/A​​

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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)
​​​​12,906,099(2)​​​​$6.47(3)​​​​​17,441,730(4)​​
Equity compensation plans not approved by shareholders​​​​N/A​​​​​N/A​​​​​N/A​​
​
(1)

As December 31, 2020, 8,470,0002022, the number of shares had been reserved for issuance under our 2017 Plan, and 14,800,000 shares had been reserved for issuance under our 2020 Plan, and 2021 ESPP were 8,470,000 shares, 24,256,740 shares, and 4,194,260 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 1 by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the plan administrator. The total number of shares reserved for issuance under the 2021 ESPP automatically increases on January 1 of each of the first 10 calendar years after the first offering date by a number of shares of our Board.common stock equal to 1% of the total number of shares of our common stock outstanding on December 31 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 3,687,6643,272,920 shares issuable upon the exercise of outstanding return target options, 3,546,8261,215,822 shares issuable upon the exercise of outstanding service options, and 1,293,1078,417,357 shares issuable upon the vesting of outstanding restricted stock units (“RSUs”).RSUs.
​
(3)

As RSUs do not have any exercise price, such units are not included in the weighted average exercise price calculation.
​
(4)

As of December 31, 2020,2022, there are 128,928 shares available for grant under our 2017 Plan, and 13,506,89313,413,731 shares available for grant under our 2020 Plan.Plan, and 3,899,071 shares available for grant under the 2021 ESPP. We no longer make grants under the 2017 Plan.
​
401(k) Plan
We maintain a retirement plan that is intended to be tax-qualified that provides all regular employees (including our Named Executive Officers) with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, 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 Code. 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.

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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 2020.2022. 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 2020.2022. Mr. Hager, 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 as an employee of the Company is presented in “— Summary Compensation Table.”
Name​
Fees earned
or paid in cash
($)
​
Stock
awards
($)(1)
​
Total
($)
​​
Fees earned or
paid in cash
($)(1)
​
Stock
awards
($)(2)
​Total
($)		​
Betsy Atkins​​​60,000​​​​150,020​​​​210,020​​
Andre Durand​​​100,000​​​​—​​​​100,000​​​​​100,000​​​​150,013​​​​250,013​​
Virginia Gambale​​​100,000​​​​150,013​​​​250,013​​
Kevin Klausmeyer​​​110,000​​​​81,249​​​​191,249​​​​​120,000​​​​150,013​​​​270,013​​
Vinta Leite​​​120,000​​​​150,013​​​​270,013​​
​
(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.
​

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(2)
Amounts represent the grant date fair value of restricted stock unitsRSUs 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 stock optionsRSUs 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, 2020.2022. The amounts reported in this column reflect the accounting cost for these restricted stock unitsRSUs and do not correspond to the actual economic value that may be received by the directors for these restrictedRSUs. As of December 31, 2022, 23,840 unvested stock units.awards were held collectively by Non-Employee Directors and individually in the following amounts: Andre Durand, 5,960; Virginia Gambale, 5,960; Kevin Klausmeyer, 5,960; and Vina Leite, 5,960.
​
Non-Employee Director Compensation Structure
Following the completion of our initial public offering, we compensatedWe 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 (restricted stock units)(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 named executive officers,NEOs, which are described in the section entitled “Executive Compensation”,and Director Compensation,” below we describe transactions during the fiscal year ended December 31, 20202022 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— Director Nomination Agreement.”
David Breach, Michael Fosnaugh, Charles Guan, Christina Lema and Martin Taylor, five of our current directors, are employed as a Senior Managing Director and the Chief Legal OfficerPresident and Chief Operating Officer; Senior Managing Director; Vice President; Managing Director and General Counsel; and OperatingSenior 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

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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 of 1933, as amended (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 (the “DGCL”). 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
Following Vista’s acquisition of Jamf Holding Corp., we have utilized Vista Consulting Group, LLC (“VCG”), the operating and consulting arm of Vista, for consulting services, and have also reimbursed VCG for expenses related to participation by JAMF Holdings, Inc.Jamf employees in VCG sponsored events and have also paid to VCG related fees and expenses. We paid VCG $0.2$0.1 million for the year ended December 31, 2020. Following our IPO, we may continue to engage VCG from time to time, subject to compliance with our related party transactions policy.2022.
Arrangements with Companies Controlled by Vista
We purchased over $120,000 of services annually from certain companies controlled by Vista. We paid such companies approximately $0.5$1.0 million in the aggregate during the year ended December 31, 2020.2022. We believe all of these arrangements are on comparable terms that are provided to unrelated third parties.
We received payments over $120,000 annually from certain companies controlled by Vista of $0.2$0.7 million in the aggregate during the year ended December 31, 2020.2022. We believe all of these arrangements are on comparable terms that are provided to unrelated third parties.
Prior Term Loan Facility
From time to time, Vista may acquire loans incurred by us either from us, in open market transactions or through loan syndications. In connection with our entry into our then existing term loan facility (the “Prior Term Loan Facility”), affiliates of Vista collectively acquired $45.0 million of term loans under our Prior Term Loan Facility. During the year ended December 31, 2020, the largest principal amount of debt under the Prior Term Loan Facility held by affiliates of Vista was $34.9 million. In conjunction with the repayment of debt using proceeds from our IPO, Vista received proceeds of $34.9 million. During the year ended December 31, 2020, affiliates of Vista were paid $2.1 million in interest on the portion of the Prior Term Loan Facility held by them.
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 Technology Officer,Strategist, is a minority owner. The lease terms are considered to be consistent with market rates. The Company paid $1.1 million to the entity for year ended December 31, 2020.
Private Placement
Concurrently with the Company’s IPO, the Company issued and sold 85,880 shares of common stock in a private placement to certain of its named executive officers, certain of its other employees and its independent directors at the IPO price for aggregate consideration of approximately $2.2 million.2022.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the beneficial ownership of our common stock as of March 29, 202130, 2023 for:
•

each person or group known to us who beneficially owns more than 5% of our common stock;
​
•

each of our directors;
​
•

each of our Named Executive Officers;NEOs; and
​
•

all of our directors and executive officers as a group.
​
Each shareholder’s percentage ownership before the offering is based on 117,690,435123,907,489 shares of common stock outstanding as of March 29, 2021.30, 2023. Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject to options or RSUs that are currently exercisable or exercisable or will vest within 60 days of March 29, 202130, 2023 are deemed to be outstanding and beneficially owned by the person holding the options or RSUs. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each shareholder identified in the table possesses sole voting and investment power over all common stock shown as beneficially owned by the shareholder.
Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Jamf Holding Corp., 100 Washington Ave S., Suite 1100, Minneapolis, MN 55401. Beneficial ownership representing less than 1% is denoted with an asterisk (*).
Name of Beneficial Owner​​
Number of Shares

Beneficially Owned
​​
Percentage of Shares

Outstanding
​
Vista Funds​​​​72,845,50854,315,284(1)​​​​​61.943.8%​​
Affiliates of Dragoneer Investment Group, LLC​​​​17,020,124(2)​​​​​13.7%​​
Wellington Management Group LLP​​​​7,010,662(3)​​​​​5.7%​​
Named Executive Officers and Directors​​​​​​​​​​​​​
Dean Hager​​​​1,234,478(2)1,804,035(4)​​​​​1.01.5%​​
Jill PutmanIan Goodkind​​​​336,693(3)90,242(5)​​​​​*​​
Linh Lam​​​​29,166​​​​​*​​
John Strosahl​​​​224,104(4)306,496(6)​​​​​*​​
Betsy AtkinsJason Wudi​​​​1,923362,364(7)​​​​​*​​
David Breach​​​​—​​​​​—​​
Andre Durand​​​​84,08194,609(8)​​​​​*​​
Michael Fosnaugh​​​​—​​​​​—​​
Virginia Gambale​​​​10,528(9)​​​​​*​​
Charles Guan​​​​—​​​​​—​​
Kevin Klausmeyer​​​​27,87523,646(10)​​​​​*​​
Vina Leite​​​​10,528(11)​​​​​*​​
Christina Lema​​​​—​​​​​—​​
Martin Taylor​​​​—​​​​​—​​
All executive officers and directors (14 individuals)Jill Putman​​​​2,389,756(5)614,333(12)​​​​​2.0*​​
All executive officers and directors (17 individuals)​​​​3,495,822(13)​​​​​2.8%​​
​
(1)

As reported on the Schedule 13G13G/A filed February 10, 2021,9, 2022, represents 39,045,866(a) 29,113,495 shares held directly by Vista Equity Partners Fund VI, L.P. (“VEPF VI”), 23,587,729(b) 17,587,553 shares held directly by
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Vista Equity Partners Fund VI-A, L.P. (“VEPF VI-A”), 475,138(c) 354,274 shares held directly by VEPF VI FAF, L.P. (“VEPF FAF”), 7,212,426(d) 5,377,750 shares held directly by Vista Co-Invest Fund 2017-1, L.P. (“Vista Co-Invest”) and 2,524,349(e) 1,882,212 shares held directly by VEPF VI Co-Invest 1, L.P. (“VEPF Co-Invest,” and collectively with VEPF VI, VEPF VI-A, FAF and Vista Co-Invest, the “Vista Funds”Co-Invest”). Vista Equity Partners Fund VI GP, L.P. (“Fund VI GP”) is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF FAF. Fund VI GP’s sole general partner is VEPF VI GP, Ltd. (“Fund VI UGP”). Vista Co-Invest Fund 2017-1 GP, L.P.
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(“ (“Vista Co-Invest GP”) is the sole general partner of Vista Co-Invest. Vista Co-Invest GP’s sole general partner is Vista Co-Invest Fund 2017-1 GP, Ltd. (“Vista Co-Invest UGP”). VEPF VI Co-Invest 1 GP, L.P. (“VEPF Co-Invest GP”) is the sole general partner of VEPF Co-Invest. VEPF Co-Invest GP’s sole general partner is VEPF VI Co-Invest 1 GP, Ltd. (“VEPF Co-Invest UGP”). Robert F. Smith is the sole directorSole Director and one of the 11 members of each of Fund VI UGP, Vista Co-Invest UGP and VEPF Co-Invest UGP. VEPF Management, L.P. (“Management(the “Management Company”), is the sole management company of each of the Vista Funds. The Management Company’s sole general partner is VEP Group, LLC (“VEP Group”). “), and the Management Company’s sole limited partner is Vista Equity Partners Management, LLC (“VEPM”). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, Vista Co-Invest GP, Vista Co-Invest UGP, VEPF Co-Invest GP, VEPF Co-Invest UGP, the Management Company, VEPM and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. The principal business address of each of the Vista Funds, Fund VI GP, Fund VI UGP, Vista Co-Invest GP, Vista Co-Invest UGP, VEPF Co-Invest GP, VEPF Co-Invest UGP, the Management Company, VEPM and VEP Group is c/o Vista Equity Partners, 4 Embarcadero Center, 20th Fl., San Francisco, California 94111. The principal business address of Mr. Smith is c/o Vista Equity Partners, 401 Congress Drive, Suite 3100, Austin, Texas 78701.
(2)

As reported on the Schedule 13G filed February 14, 2023. Dragoneer Global Fund II, LP, a limited partnership (“DGF II”), is the direct holder of 8,150,767 shares and Jamboree DF Holdings, LP, a limited partnership (“Jamboree”), is the direct holder of 8,869,357 of the shares. As general partner of DGF II, Dragoneer Global GP II LLC, a Delaware limited liability company (“DGF II GP”), may also be deemed to beneficially own the shares directly held by DGF II. As general partner of Jamboree, Dragoneer CF GP, LLC, a Cayman Islands limited liability company, may also be deemed to beneficially own the shares of directly held by Jamboree. Dragoneer Investment Group, LLC (the “Dragoneer Adviser”) is a registered investment adviser under the Investment Advisers Act of 1940, as amended. As the managing member of Dragoneer Adviser, Cardinal DIG CC, LLC may also be deemed to share voting and dispositive power with respect to our common stock. Marc Stad is the sole member of Cardinal DIG CC, LLC and, DGF II GP and Dragoneer CF GP, LLC. By virtue of these relationships, each of the Marc Stad and Dragoneer Adviser may be deemed to share beneficial ownership of these securities. The address of the principal business office of each of these beneficial owners is One Letterman Dr., Bldg D, Ste M500, San Francisco, CA 94129.
​
(3)
Based on the shareholder’s Schedule 13G filed on February 6, 2023. Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP each has shared voting power with respect to 6,276,302 shares and shared dispositive power with respect to 7,010,662 shares. Wellington Management Company LLP has shared voting power with respect to 6,265,671 shares and shared dispositive power with respect to 6,689,275 shares. The principal business address of each of these beneficial owners is c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210.
​
(4)
Includes 1,230,6321,749,564 shares that may be acquired within 60 days upon the exercise of vested options.
​
(3)
(5)
Includes 301,92186,396 shares that may be acquired within 60 days upon the exercise of vested options.
​
(4)
(6)
Includes 105,875 shares that may be acquired within 60 days upon the exercise of vested options. Includes 86,882 shares held by the John R. Strosahl Rev. Intervivos Trust.
​
(5)
Includes 1,804,069244,750 shares that may be acquired within 60 days upon the exercise of vested options.
​
(7)
Includes 208,150 shares that may be acquired within 60 days upon the exercise of vested options.

​
(8)
Includes 5,960 shares that may be acquired within 60 days upon the vesting and settlement of RSUs.
​
(9)
Includes 5,960 shares that may be acquired within 60 days upon the vesting and settlement of RSUs.
​
(10)
Includes 5,960 shares that may be acquired within 60 days upon the vesting and settlement of RSUs.
​
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(11)
Includes 5,960 shares that may be acquired within 60 days upon the vesting and settlement of RSUs.
​
(12)
Includes 557,251 shares that may be acquired within 60 days upon the exercise of vested options.
​
(13)
Includes 2,995,986 shares that may be acquired within 60 days upon the exercise of vested options and 23,840 shares that may be acquired within 60 days upon the vesting and settlement of RSUs.
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PROPOSAL 2 — ADVISORY VOTE REGARDING RETENTION OF THE CLASSIFIED STRUCTURE OF OUR BOARDON JAMF’S EXECUTIVE COMPENSATION (SAY-ON-PAY PROPOSAL)
BackgroundSection 14A of the Proposal
In accordanceExchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) requires that we provide shareholders with the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our Certificate, andNEOs (commonly known as permitted under the DGCL,a “say-on-pay” vote). At our Board is divided into three classes. Our current classified Board structure has been in place since our IPO. At each2022 annual meeting of shareholders, commencing with this 2021 Annual Meeting, each director is elected to serve a term of three years, with each director’s term expiring at the third succeeding annual meeting of shareholders held after the director’s election. The directors designated as Class I have terms expiring at the 2021 Annual Meeting; the directors designated as Class II have terms expiring at the 2022 annual meeting of shareholders; and the directors designated as Class III have terms expiring at the 2023 annual meeting of shareholders.
At the time of our IPO, the Board believed that a classified Board structure was an important piece of the Company’s governance structure in order to promote continuity and stability, and was in the best interests of the Company and its shareholders. The Board also believed that the classified Board structure would protect the Company against unfair or abusive takeover practices following the IPO and, given the nature of the Company (as discussed in more detail below), protect the long-term value of the Company. At the same time, the Board recognized that some investors may view classified boards as having the effect of reducing the accountability of directors to shareholders because classified boards limit the ability of shareholders to elect all directors on an annual basis. Accordingly, at this Annual Meeting, the Company is asking our shareholders to vote, on an advisory basis, whether to retain the classified Board structure.
If this proposal is approved by the holders of a majority of shares of the Company’s common stock voting on the proposal at the Annual Meeting, then the Company will retain a classified Board. However, if a majority of shares of the Company’s common stock voting on the proposal at the Annual Meeting vote against the proposal, then this proposal would not by itself declassify or begin the declassification of the Board. Instead, rejection of the proposal would only advise the Board that a majority of our shareholders voting atvoted, consistent with the Annual Meeting desirerecommendation of our Board, to end the classified Board structure. Consistent with its fiduciary duties, if shareholdershold an annual say-on-pay vote. The annual vote against this proposal, the Board will reevaluate its position with respect to our classified Board structure. This reevaluation would include considering the percentage of shareholders voting against this proposal. An affirmative vote of not less than 50% of the then outstanding shares of the Company entitled to vote at a duly held meeting is required to amend our Certificate to declassify the Board (or 66 2∕3% if Vista owns, in the aggregate, less than 50% in voting power of the stock of the Company entitled to vote generally in the election of directors). If shareholders representing less than 50% of outstanding common stock reject this proposal, then the Board will likely not take additional steps to declassify the Board.
If a majority ofcontinue unless our shareholders vote, against this proposal and the Board determines that the declassification of the Board is in the best interests of the Company and its shareholders, then the Board will include a proposal in the proxy statement for the 2022at our 2028 annual meeting of shareholders, to amendapprove a different say-on-pay vote frequency, as required pursuant to Section 14(A) of the CertificateExchange Act. Our Board believes that an annual advisory vote on a resolution to declassifyapprove executive compensation allow our shareholders to provide us with their regular, direct input on our compensation philosophy, policies and practices.
We are asking shareholders to approve, on an advisory and non-binding basis, the Board. An amendmentcompensation of our NEOs in 2022, as disclosed in the “Compensation Discussion and Analysis,” the “Summary Compensation Table,” and the related compensation tables and narrative disclosure. Although this advisory vote is not binding, our Board and the Compensation and Nominating Committee value our shareholders’ opinions and the Compensation and Nominating Committee intends to consider the voting results when evaluating our executive compensation program and determining the compensation of our executives in the future.
As described in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation programs are 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. We believe in promoting a pay-for-performance culture, and, accordingly, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation and Nominating Committee has tied a meaningful portion of our NEOs’ compensation to the Certificate must first be approved byattainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. Please read the Board“Compensation Discussion and then approved byAnalysis” section for additional details about our executive compensation objectives, philosophy, and programs, along with the affirmative vote of not less than 50% ofcompensation paid to our NEOs with respect to the then outstanding sharesfiscal year ended December 31, 2022 and the rationale for such compensation.
Shareholders are being asked to approve the following resolution at the Annual Meeting:
“RESOLVED, that the shareholders of the Company entitled to vote at a duly held meeting (or 66 2∕3% if Vista owns,approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the aggregate, less than 50% in voting power of the stock of the Company entitled to vote generally in the election of directors).
The amendment to the Certificate would provideCompany’s proxy statement for the phased-in elimination of the classified structure of the Board over a three-year period commencing with the 2023 annual meeting of shareholders. To comply with Delaware law, the amendment of the Certificate would not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment (including directors elected at the 2021 and 2022 annual meeting of shareholders). This would result in the Board being fully declassified (and all Board members standing for annual elections) commencing with the 2025 annual meeting of shareholders.
Starting at theits 2023 annual meeting of shareholders directors would be elected to one-year terms, and until their successors are duly elected and qualified. Therefore, beginning with the 2025 annual meeting of shareholders, the entire Board would stand for election.
Additionally, under Delaware law, unless otherwise provided in a company’s certificate of incorporation, directors serving on a classified board may only be removed by shareholders for cause, while directors serving

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on a non-classified board may be removed by shareholders with or without cause. As a result, approval of an amendment to declassify the Board would also result in an amendmentpursuant to the Certificate to give our shareholders the ability to remove a director from the Board with or without cause from and after the 2025 annual meeting of shareholders (at which point the Board will be fully declassified).
Board’s Recommendation to Shareholders
The Board regularly reviews the corporate governance policies and practicescompensation disclosure rules of the Company to determine whether they are appropriate and will advance the Board’s and management’s goal of maximizing long-term shareholder value. As part of that review, the Board considered whether the Board’s current structure continues to be advisable. The Board evaluated both the advantages and disadvantages of maintaining a classified Board structure, and determined that the classified Board structure continues to be in the best interests of the Company and our shareholders following the IPO for the following reasons set forth below:
Long-Term Strategic Thinking and Consistency with Investment Horizons.   We believe that the Company’s current board structure allows its directors to develop a deeper familiarity of the Company’s business following the IPO and encourages long-term, strategic thinking, which enhances long-term shareholder value. Such a long-term strategic approach is particularly critical for the Company, as our business model requires substantial investments in R&D projects in the short-term that may take years to yield the desired results. Additionally, we have a strong balance sheet with a significant amount of cash that we intend to use for R&D and other investments over the next several years that we believe will create long-term shareholder value. Thus, we believe three-year terms on a staggered basis are appropriate and consistent with an investment horizon for a company such as ours, and that our shareholders are best served by director terms that reflect the long-term nature of our business.
Continuity and Stability from Institutional Knowledge.   We believe that three-year terms promote continuity and foster an appropriate institutional memory among directors and a deep knowledge of the business and competitive environment. The Board believed this at the time of our IPO and continues to believe this today. Experienced directors who are knowledgeable about the Company’s fast-paced and complex business environment are a valuable resource and are better positioned to make decisions that are in the best interests of the Company and our shareholders. Staggered terms give the Company’s new directors an opportunity to gain knowledge about the Company’s business from its continuing directors. If all directors were elected annually, the Board could be composed entirely of directors who were unfamiliar with the Company and its business strategies. This could jeopardize our long-term strategies and growth plans.
Accountability to Shareholders.   Under the DGCL, all of our directors are required to uphold their fiduciary duties to our shareholders, regardless of how often they stand for election. Under our classified Board structure, a majority of directors will stand for election during any two-year period. The Board has implemented broad measures to ensure accountability of our directors,SEC, including the adoption of our Code of Ethics. In addition,Compensation Discussion and Analysis section and the Board requires an annual self-assessment of the performance of the Boardaccompanying compensation tables and its committees, which is led by the Compensation and Nominating Committee. This committee also considers the performance of each current director when determining whether or not to recommend the nomination of such director for an additional term. Additionally, any director, or the entire Board, may be removed from office if there is “cause” for removal, subject to the terms of the Certificate. As a result, Jamf benefits from the stability and continuity of a classified Board structure, while retaining meaningful director accountability.
Protecting Shareholder Value in the Event of an Unsolicited Acquisition Offer.   The Company’s current board structure reduces its vulnerability to potentially unfair and abusive takeover tactics and encourages potential acquirers to negotiate with the Board. We believe that the classified Board structure may improve the relative bargaining power of the Company on behalf of its shareholders by providing leverage to negotiate for higher value bids or pursue third party suitors who may be able to offer a higher value. A classified board structure does not preclude unsolicited acquisition proposals. However, by eliminating the threat of imminent removal, it allows the Board to maximize the value of a potential acquisition by giving the Company time and bargaining leverage to evaluate and negotiate the adequacy and fairness of any takeover proposal and to consider alternatives, including the continued operation of the Company’s business.related narrative disclosure.”
The Board recommends that youa vote “FOR” the approval, on an advisory basis, “FOR”of the retentioncompensation of our classified Board structure.NEOs as described in this Proxy Statement.


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PROPOSAL 3 — ADVISORY VOTE REGARDING RETENTION OF THE SUPERMAJORITY VOTING STANDARDS IN OUR CHARTER AND BYLAWS
Background of the Proposal
Our Certificate and Bylaws provide that our Board is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, our Bylaws without a shareholder vote in any matter not inconsistent with the DGCL and our Certificate. For as long as Vista beneficially owns, in the aggregate, at least 50% in voting power of the stock of the Company entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our Bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our stock entitled to vote on such amendment, alteration, change, addition, rescission or repeal. At any time when Vista beneficially owns, in the aggregate, less than 50% in voting power of all outstanding shares of the stock of the Company entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our Bylaws by our shareholders will require the affirmative vote of the holders of at least 66 2∕3% in voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.
The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage.
Our Certificate provides that at any time when Vista beneficially owns, in the aggregate, less than 50% in voting power of the stock of the Company entitled to vote generally in the election of directors, the following provisions in our Certificate may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 2∕3% (as opposed to a majority threshold that would apply if Vista beneficially owns, in the aggregate, 50% or more) in voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class:
•
the provision requiring a 66 2∕3% supermajority vote for shareholders to amend our Bylaws;
​
•
the provisions providing for a classified board of directors (the election and term of our directors);
​
•
the provisions regarding resignation and removal of directors;
​
•
the provisions regarding entering into business combinations with interested shareholders;
​
•
the provisions regarding shareholder action by written consent;
​
•
the provisions regarding calling special meetings of shareholders;
​
•
the provisions regarding filling vacancies on our Board and newly created directorships;
​
•
the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and
​
•
the amendment provision requiring that the above provisions be amended only with a 662∕3% supermajority vote.
​
In addition, our Certificate provides that directors may be removed with or without cause upon the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote thereon, voting together as a single class; provided, however, at any time when Vista beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2∕3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.
At the time of our IPO, the Board believed that the supermajority voting standards under our Certificate and Bylaws were an important piece of the Company’s governance structure to safeguard the long-term interests of the Company and its shareholders once Vista no longer holds a majority of our shares. At the same time, the Board recognized that some investors may view the supermajority voting standards as a means of blocking initiatives supported by shareholders, but blocked by a status quo management.

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Accordingly, at the Annual Meeting, the Company is asking our shareholders to vote, on an advisory basis, whether to retain the supermajority voting standards.
If this proposal is approved by the holders of a majority of shares of the Company’s common stock voting on the proposal at the Annual Meeting, then the Company will retain the supermajority voting standards. Conversely, if a majority of shares of the Company’s common stock voting on the proposal at the Annual Meeting vote against the proposal, then this proposal would not by itself remove the supermajority voting standards. Instead, rejection of the proposal would only advise the Board that a majority of our shareholders voting at the Annual Meeting desire to eliminate the supermajority voting standards. Consistent with its fiduciary duties, if shareholders vote against this proposal, the Board will reevaluate its position with respect to the retention of the supermajority voting standards. This reevaluation would include considering the percentage of shareholders voting against this proposal. An affirmative vote of not less than 50% of the then outstanding shares of the Company entitled to vote at a duly held meeting is required to amend the Certificate to remove the supermajority voting standards (or 66 2∕3% if Vista owns, in the aggregate, less than 50% in voting power of the stock of the Company entitled to vote generally in the election of directors). If shareholders representing less than 50% of outstanding common stock reject this proposal, then the Board will likely not take additional steps to remove the supermajority voting standards.
If a majority of our shareholders vote against this proposal and the Board determines that the elimination of the supermajority voting standards are in the best interests of the Company and its shareholders, then the Board will include a proposal in the proxy statement for the 2022 annual meeting of shareholders to amend our Certificate and Bylaws to eliminate the supermajority voting standards. An amendment to the Certificate and Bylaws must first be approved by the Board and then approved by the affirmative vote of not less than 50% of the then outstanding shares of the Company entitled to vote at a duly held meeting (or 66 2∕3% if Vista owns, in the aggregate, less than 50% in voting power of the stock of the Company entitled to vote generally in the election of directors) (or 66 2∕3% if Vista owns, in the aggregate, less than 50% in voting power of the stock of the Company entitled to vote generally in the election of directors). If such amendment were approved, the Certificate and Bylaws would be amended immediately thereafter to remove the supermajority voting standards.
If shareholders representing less than 50% of outstanding common stock reject this proposal, then the Board will likely not take additional steps to remove the supermajority voting standards.
Board’s Recommendation to Shareholders
The Board regularly reviews the corporate governance policies and practices of the Company to determine whether they are appropriate and will advance the Board’s and management’s goal of maximizing long-term shareholder value. As part of that review, the Board considered whether retention of the supermajority voting standards continues to be advisable. The Board evaluated both the advantages and disadvantages of maintaining the supermajority voting standards, and determined that retaining the supermajority voting standards continues to be in the best interests of the Company and our shareholders following the IPO for the following reasons:
•
the supermajority voting standards under our Certificate and Bylaws are appropriately limited and necessary with application only to extraordinary transactions and fundamental changes to corporate governance;
​
•
Delaware law permits supermajority voting requirements and a number of publicly-traded companies have adopted these provisions to preserve and maximize long-term value for all shareholders;
​
•
the Board believes that the supermajority vote requirements protect shareholders, particularly minority shareholders, against the potentially self-interested actions of short-term investors and, without these provisions, it would be possible for a group of short-term shareholders to approve an extraordinary transaction that is not in the best interest of the Company and opposed by nearly half of the Company’s shareholders;
​
•
these provisions mitigate the risks presented by a group of short-term shareholders, who may (i) only own their shares as of a voting record date or may have hedged their economic exposure and (ii) act in their own self-interests to the detriment of other shareholders;
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•
these supermajority voting requirements encourage potential acquirers to deal directly with the Board, which in turn enhances the Board’s ability to consider the long-term interests of all shareholders; and
​
•
these supermajority voting requirements protect the ability of the Board to evaluate proposed offers, to consider alternatives, and to protect shareholders against abusive tactics during a takeover process.
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The Board recommends that you vote, on an advisory basis, “FOR” the retention of the supermajority voting standards in our Certificate and Bylaws.

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PROPOSAL 4 — APPROVAL OF JAMF 2021 EMPLOYEE STOCK PURCHASE PLAN
Background
We are asking shareholders to approve the Jamf 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which the Board has approved subject to the approval of our shareholders.
We strongly believe in improving opportunities for our employees to reap the benefits of increases in our stock’s value. In addition, the ability to contribute a portion of earnings to purchase our shares, would represent a key benefit for our employee. We believe that such a program improves our ability to attract, retain and incentivize our talent, and ultimately, better aligns the interests of our employees with those of our shareholders.
Summary of the 2021 ESPP
The following general description of material features of the 2021 ESPP is qualified in its entirety by reference to the provisions of the 2021 ESPP set forth in Appendix A.
Purpose and Eligibility
The 2021 ESPP is intended to attract, retain and incentivize our employees. The 2021 ESPP is intended to have two components: a component intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “423 Component”) and a component that is not intended to so qualify (the “Non-423 Component”). Except as otherwise provided, the Non-423 Component will be operated and administered in the same manner as the 423 Component, except where prohibited by law.
Our executive officers and all of our other employees will be allowed to participate in the 2021 ESPP, provided that other than for an offering under the Non-423 Component:
•
An employee will be eligible to participate only if he or she is customarily employed by us or any participating subsidiary for more than five months in any calendar year; and
​
•
An employee may not be granted rights to purchase shares under the 2021 ESPP if such employee (i) would immediately after such grant own shares or options to purchase shares with 5% or more of the total combined voting power of all classes of our capital stock, or (ii) holds rights to purchase stock under all of our “employee stock purchase plans” ​(within the meaning of Section 423 of the Code) that would accrue at a rate in excess of $25,000 in fair market value of our stock (determined at the time the rights are granted) for each calendar year in which such rights are outstanding at any time.
​
In addition, the administrator may exclude from participation (i) any individual that has not completed at least two years of service since his or her last hire date (or such lesser period of time as may be determined by the administrator in its discretion); provided that, for offerings under the 423 Component, such exclusion is applied uniformly to all employees; (ii) any employee who is not customarily employed by us or any participating subsidiary at least 20 hours per week; provided that, for offerings under the 423 Component, such exclusion is applied uniformly to all employees; (iii) any employee who is a highly compensated employee (within the meaning of Section 414(q) of the Code); and (iv) any employee who is a highly compensated employee (within the meaning of Section 414(q) of the Code) with compensation above a certain level or is an officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act; provided that such exclusion is applied uniformly to all such highly compensated employees or officers.
Administration
The 2021 ESPP may be administered by the Board or a committee appointed by the Board, subject to applicable laws. The administrator will have full and exclusive authority to interpret the terms of the 2021 ESPP and determine eligibility, subject to the conditions of the 2021 ESPP, as described below.
Share Reserve
The maximum aggregate number of shares that may be issued pursuant to the 2021 ESPP will be equal to 3,000,000 shares. In addition, on each January 1 for the first ten calendar years after the first offering date,

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the aggregate number of shares reserved for issuance under the 2021 ESPP will be increased automatically by the number of shares equal to 1% of the total number of our outstanding shares of common stock on the immediately preceding December 31 (rounded down to the nearest whole share); except that the administrator may in its sole discretion reduce the amount of the increase in any particular year. The aggregate number of shares issued over the term of the 2021 ESPP will not exceed 16,000,000 shares of common stock.
Contributions and Purchases
The 2021 ESPP will permit participants to purchase common stock through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation, which includes a participant’s regular and recurring straight time gross earnings, payments for overtime and shift premium, but excludes payments for incentive compensation, bonuses, equity compensation and other similar compensation. Subject to the eligibility requirements discussed above, a participant may purchase a maximum of 2,500 shares of common stock during each six-month offering period. The 2021 ESPP initially will have purchase periods approximately 6 months in duration commencing with the first trading day after one exercise date and ending with the next exercise date. The offering periods generally start on the first trading day on or after November 1 and May 1 of each year. The administrator may, in its discretion, modify the terms of future purchase periods and offering periods, provided that no offering period may be longer than 27 months.
Amounts contributed and accumulated by the participant during any offering period will be used to purchase shares of our common stock at the end of each six-month purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last trading day of the offering period.
Withdrawal and Termination of Participation
A participant may withdraw from the 2021 ESPP voluntarily at any time by filing a notice of withdrawal prior to the close of business on the date established by the administrator. A participant will be deemed to have elected to withdraw from the 2021 ESPP upon the termination of the participant’s employment for any reason or in the event the participant is no longer eligible to participate in the 2021 ESPP.
Restriction on Transfers
A participant may not transfer rights granted under the 2021 ESPP other than by will, the laws of descent and distribution or as otherwise provided under the 2021 ESPP.
Adjustments
In the event of certain changes in our capitalization, to prevent dilution or enlargement of the benefits or potential benefits available under the 2021 ESPP, the administrator will make adjustments, as it may deem equitable, to the number and class of shares that may be delivered, the applicable purchase price for shares, and/or the numerical share limits, pursuant to the 2021 ESPP.
Dissolution or Liquidation
In the event of our proposed liquidation or dissolution, any offering period then in progress will be shortened by setting a new exercise date, and will terminate immediately prior to such liquidation or dissolution unless otherwise determined by the administrator. The administrator will notify participants of the new exercise date in writing or electronically, at which time any participant’s purchase rights will be automatically exercised, unless the participant has earlier withdrawn from the offering period.
Certain Transactions
In the event of a merger, consolidation or similar transaction, an acquiring or successor corporation may assume or substitute each outstanding option. If the successor corporation refuses to assume or substitute for the outstanding option, the offering period then in progress will be shortened by setting a new

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exercise date. The administrator will notify each participant in writing or electronically that the exercise date has been changed and that the participant’s option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.
New Plan Benefits
Participation in the 2021 ESPP is voluntary and each eligible employee will make his or her own decision whether and to what extent to participate in the 2021 ESPP. It is therefore not possible to determine the benefits or amounts that will be received in the future by individual employees or groups of employees under the 2021 ESPP
Summary of Material U.S. Federal Income Tax Considerations
Section 423 Component
The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2021 ESPP under the 423 Component. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.
The rights of participants to make purchases under the 2021 ESPP are intended to qualify under the provisions of Section 423 of the Code. Assuming such qualification, no income will be taxable to a participant until the sale or other disposition of shares purchased under the 2021 ESPP. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the holding period of such shares prior to disposing of them.
If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income generally measured as the lesser of (i) the excess of the fair market value of the shares at the time such sale or disposition over the purchase price of such shares or (ii) an amount equal to 15% of the fair market value of the shares on the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for at least the holding periods described above but are sold for a price that is less than the purchase price, there will be no ordinary income and the difference will be a long-term capital loss. We will not be entitled to an income tax deduction with respect to the grant or exercise of a right to purchase our shares, or the sale of such shares by a participant, where such participant holds such shares for at least the holding periods described above.
Any sale or other disposition of shares before the expiration of the holding periods described above will be a “disqualifying disposition,” and the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price, and we will be entitled to an income tax deduction for such ordinary income. Any additional gain or loss on such sale or disposition will be a long-term or short-term capital gain or loss, depending on the holding period following the date the shares were purchased by the participant prior to such sale or disposition, and we will not be entitled to an income tax deduction for any such capital gain.
Non-423 Component
The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2021 ESPP under the Non-423 Component. Rights granted under the Non- 423 Component are not intended to qualify for favorable U.S. federal income tax treatment associated with rights granted under an “employee stock purchase plan” that qualifies under provisions of Section 423 of the Code. Under this component, a participant will have compensation income equal to the value of the shares at the time of purchase, less the purchase price. When a participant sells shares purchased under the ESPP, he or she also will have a capital gain or loss equal to the difference between the sales proceeds and the

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value of shares at the time of purchase. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.
Any compensation income that a participant receives upon sale of shares that he or she purchased under the Non- 423 Component is subject to withholding for income, Medicare and social security taxes, as applicable.
Other Information
The 2021 ESPP was approved by the Board on March 29, 2021, subject to shareholder approval. If approved by our shareholders, the 2021 ESPP will be effective July 1, 2021. The administrator may at any time amend, suspend or terminate the 2021 ESPP, provided that, subject to certain exceptions described in the 2021 ESPP, no such action may adversely affect any outstanding rights to purchase stock. The 2021 ESPP will continue in effect unless earlier terminated by the administrator.
On March 29, 2021, the closing price on the NASDAQ Global Select Market of our common stock was $34.29 per share.
The Board Recommends that you vote “FOR” the approval of the 2021 ESPP.

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PROPOSAL 5 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023. Services provided to the Company and its subsidiaries by Ernst & Young LLP for the year ended December 31, 20202022 are described below and under “Audit Committee Report.”
Fees and Services
The following table summarizes the aggregate fees for professional audit services and other services rendered by Ernst & Young LLP for the years ended December 31, 20202022 and 2019:2021:
​​2020​2019​​2022​2021​
Audit Fees(1)
​​$1,850,890​​​$790,325​​​​$2,272,100​​​$2,642,000​​
Audit-Related Fees(2)​​$—​​​$—​​​​$410,000​​​$269,500​​
Tax Fees(2)(3)
​​$154,500​​​$—​​​​$—​​​$496,610​​
All Other Fees(3)(4)
​​$1,480​​​$1,710​​​​$4,890​​​$641,540​​
​
(1)

Audit fees consist of fees and expenses for the annual audit of our consolidated financial statements included in the Annual Report on Form 10-K, the quarterly reviews of our consolidated financial statements included in Quarterly Reports on Form 10-Q, accounting consultations, and services related to other regulatory filings made with the SEC, including fees related to the IPO andour secondary offering of $1,248,890 and $300,614offerings for the years ended December 31, 20202022 and 2019,2021, respectively.
​
(2)

Audit-Related fees consist of fees and expenses related to due diligence for acquisitions.
​
(3)
Tax fees relate to certainconsist of fees and expenses for tax advisory services.services related to acquisitions.
​
(3)
(4)
All other fees consist ofinclude fees and expenses for advisory services related to acquisitions and fees for access to online research software.
​
In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and Jamf management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.
The Audit Committee has adopted a policy that requires advance approval of all audit services as well as non-audit services, regardless of cost, to the extent required by the Exchange Act and the Sarbanes-Oxley Act of 2002. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Each year,The Audit Committee may consider the amount or range of estimated fees as a factor in determining whether a proposed service would impair the registered public accounting firm’s independence. Requests or applications to provide services that require separate approval by the Audit Committee will pre-approve an amount, notbe submitted to exceed $20,000 per service, for audit services, audit-related servicesthe Audit Committee by both the independent registered public accounting firm and tax services to be used by the Company’s Chief Financial Officer andor the Chief Accounting Officer and must include a joint statement as to whether, in their view, the request or a designee ofapplication is consistent with the Chief Financial Officer or ChiefSEC’s and the Public Company Accounting Officers, to use for audit projects, which projects require pre-approval by the Audit Committee.Oversight Board’s (“PCAOB”) rules on registered public accounting firm independence.
The Audit Committee approved all services provided by Ernst & Young LLP. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so, and we expect that they will be available to respond to questions.
Ratification of the appointment of Ernst & Young LLP requires affirmative votes from the holders of a majority of the voting power of the outstanding shares present in person or represented by proxy at the Annual Meeting and entitled to vote.vote thereon. If Jamf’s shareholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment and may affirm the appointment or

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retain another independent accounting firm. Even if the appointment is ratified, the Audit Committee may in the future replace Ernst & Young LLP as our independent registered public accounting firm if it is determined that it is in Jamf’s best interests to do so.
The Audit Committee and the Board recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2021.2023.


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AUDIT COMMITTEE REPORT
The Audit Committee oversees our financial reporting process on behalf of the Board. The Audit Committee is composed of twothree independent directors (as defined by the Nasdaq listing guidelines)Listing Standards) and since its formation in connection with our IPO in July 2020, met threefour times in 2020.2022. Our Audit Committee operates under a written charter, which is posted on the investor relations section of our website at ir.jamf.com/investor-relations.website. As provided in the Certificate,charter, the Audit Committee’s oversight responsibilities include monitoring the integrity of our financial statements (including reviewing financial information, the systems of internal controls, the audit process, and the independence and performance of our internal audit function and independent registered public accounting firm) and our compliance with legal and regulatory requirements. However, management has the primary responsibility for the financial statements and the reporting process, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit CommitteeCommittee:
•

reviewed and discussed the audited financial statements for the year ended December 31, 20202022 with our management;
​
•

discussed with our independent auditors,registered public accounting firm, Ernst & Young LLP, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)PCAOB and the SEC; and
​
•

received the written disclosures and the letter from the Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP the independence of Ernst & Young LLP.
​
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020.2022.
Respectfully submitted by:
Kevin Klausmeyer, Chair
Andre Durand
Charles GuanVirginia Gambale
The information contained in this audit 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 Audit Committee Report shall be deemed to be incorporated by reference into any filing under 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 Audit Committee Report or a portion of it by reference. In addition, this Audit Committee Report shall not be deemed filed under either the Securities Act or the Exchange Act.


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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Jamf’s directors, executive officers and beneficial owners of more than 10% of any class of equity securities of Jamf to file reports of ownership and changes in ownership with the SEC.
To our knowledge, based solely on review of the reports filed electronically with the SEC and written representations that no other reports were required, during the fiscal year ended December 31, 2022, our officers, directors and greater than 10% beneficial owners timely filed all required Section 16(a) reports, other than one transaction by Ms. Bucaria with respect to sales sold to cover tax withholding obligations in connection with the vesting of an award of RSUs that was subsequently reported on Form 4.
OTHER MATTERS
We are not aware of any matters other than those discussed in the foregoing materials contemplated for action at the Annual Meeting. The persons named in the proxy card will vote in accordance with the recommendation of the Board on any other matters incidental to the conduct of, or otherwise properly brought before, the Annual Meeting. The proxy card contains discretionary authority for them to do so.
INCORPORATION BY REFERENCE
The Compensation and Nominating Committee Report and the Audit Committee Report shall not be deemed soliciting material or filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference. In addition, this documentProxy Statement includes website addresses, which are intended to provide inactive, textual references only. The information on these websites is not part of this document.Proxy Statement.
AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS
Copies of our reports on Forms 10-K, 10-Q, 8-K, and all amendments to those reports filed with the SEC, and our Code of Ethics, Corporate Governance Guidelines and the charters of the Audit Committee and Compensation and Nominating Committee, and any reports of beneficial ownership of our Common Stockcommon stock filed by executive officers, directors, and beneficial owners of more than 10% of our outstanding common stock are posted on and may be obtained through our the investor relations section of our website, ir.jamf.com/investor-relations, or may be requested in print, at no cost, by email at ir@jamf.com or by mail at Jamf Holding Corp., 100 Washington Ave S., Suite 1100, Minneapolis, MN 55401, Attention: Investor Relations.
WHERE TO FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Exchange Act and in accordance therewith, we file annual, quarterly, and current reports and other information with the SEC. Such information may be accessed electronically by means of the SEC’s home page on the Internet at www.sec.gov. We are an electronic filer, and the SEC maintains an Internet site at www.sec.gov that contains the reports and other information we file electronically. Our website address is ir.jamf.com/investor-relations.reports can also be accessed on the investor relations section of www.jamf.com. Please note that our website address is provided as an inactive textual reference only. We make available free of charge, through our website, our annual report on Form 10-K, as amended, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on or accessible through our website is not part of this proxy statement.Proxy Statement.
COST OF PROXY SOLICITATION
Jamf is paying the expenses of this solicitation. Jamf will also make arrangements with brokerage houses and other custodians, nominees and fiduciaries to forward proxy materials to beneficial owners of stock held as of the Record Date by such persons, and Jamf will reimburse such persons for their reasonable out-of-pocket expenses in forwarding such proxy materials. In addition to solicitation by mail, directors, officers, and other employees of Jamf may solicit proxies in person or by telephone, facsimile, email or other similar means.


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AppendixAPPENDIX A​
JAMF HOLDING CORP.Non-GAAP Financial Measures
2021 EMPLOYEE STOCK PURCHASE PLAN
1.   Purpose.   The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated payroll deductions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“Non-423 Component”). The Company’s intention is to have the 423 Component of the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code to the extent possible. The provisions of the 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition this Plan authorizes the grant of an option to purchase shares of Common Stock under the Non-423 Componentour results that does not qualify as an “employee stock purchase plan” under Section 423 of the Code; such an option will be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to achieve tax, non-U.S. exchange or securities laws or other objectives for Eligible Employees and the Company. Except as otherwise provided, the Non-423 Component, to the extent utilized by the Company, will operate and be administered in the same manner as the 423 Component.
2.   Definitions.
(a)   “Administrator” means the Board or any Committee designated to administer the Plan pursuant to Section 14 hereof.
(b)   “Affiliate” means any entity, other than a Subsidiary, in which the Company has an equity or other ownership interest.
(c)   “Applicable Laws” means the requirements relating to the administration of equity-based awards and the related issuance of shares of Common Stock under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable securities and exchange control laws of any non-U.S. country or jurisdiction where options are or will be, granted under the Plan.
(d)   “Board” means the board of directors of the Company.
(e)   “Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
(f)   “Committee” means a committee of the Board appointeddetermined in accordance with Section 14 hereof.
(g)   “Common Stock” meansGAAP, we believe the common stocknon-GAAP measures of non-GAAP gross profit and non-GAAP operating income are useful in evaluating our operating performance. We believe that this non-GAAP financial information, when taken collectively, may be helpful to shareholders because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP information to supplement their GAAP results. The 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. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by GAAP to be recorded in our financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. Reconciliation tables of the Company.most comparable GAAP financial measures to these non-GAAP financial measures are set forth below. We strongly encourage shareholders to review our consolidated financial statements in their entirety and not rely solely on any single financial measurement or communication.
(h)   “Company” means Jamf Holding Corp., a Delaware corporation, or any successor thereto.Non-GAAP Gross Profit
(i)   “Compensation” means an Eligible Employee’s regularWe define non-GAAP gross profit as gross profit, adjusted for amortization expense, stock-based compensation expense, acquisition-related expense, and recurring straight timepayroll taxes related to stock-based compensation. A reconciliation of non-GAAP gross earnings, paymentsprofit to gross profit, the most directly comparable GAAP measure, is as follows:
​​​Year Ended December 31,​
​​​2022​​2021​
​​​(in thousands)​
Gross profit​​​$359,549​​​​$276,031​​
Amortization expense​​​​19,932​​​​​16,018​​
Stock-based compensation​​​​10,153​​​​​4,349​​
Acquisition-related expense​​​​61​​​​​88​​
Payroll taxes related to stock-based compensation​​​​347​​​​​146​​
Non-GAAP gross profit​​​$390,042​​​​$296,632​​
Non-GAAP Operating Income
We define non-GAAP operating income as operating loss, adjusted for overtime and shift premium, but exclusive of payments for incentiveamortization expense, stock-based compensation bonuses, equityexpense, acquisition-related expense, acquisition-related earnout, costs associated with our secondary offerings, payroll taxes related to stock-based compensation, and other similar compensation. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definitionlegal settlement. A reconciliation of Compensation for a subsequent Offering Period.
(j)   “Designated Company” means any Subsidiary or Affiliate that has been designated bynon-GAAP operating income to operating loss, the Administrator in its sole discretionmost directly comparable GAAP measure, is as eligible to participate in the Plan. For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Companies, provided that a Subsidiary that is a Designated Company under the 423 Component may not simultaneously be a Designated Company under the Non-423 Component.follows:


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​​​Year Ended December 31,​
​​​2022​​2021​
​​​(in thousands)​
Operating loss​​​$(138,874)​​​​$(76,202)​​
Amortization expense​​​​48,159​​​​​41,312​​
Stock-based compensation​​​​109,170​​​​​35,805​​
Acquisition-related expense​​​​4,643​​​​​6,388​​
Acquisition-related earnout​​​​694​​​​​6,037​​
Offering costs​​​​124​​​​​594​​
Payroll taxes related to stock-based compensation​​​​2,014​​​​​1,527​​
Legal settlement​​​​—​​​​​5,000​​
Non-GAAP operating income​​​$25,930​​​​$20,461​​

(k)   “Effective Date” means July 1, 2021, subject to approval by the stockholders of the Company in the manner and to the degree required under Applicable Laws.A-2
(l)   “Eligible Employee” means any individual who is a common law employee (and, with respect to the Non-423 Component, is not classified by the Company as an intern or temporary employee) providing services to the Company or a Designated Company and is customarily employed for more than five (5) months in any calendar year by the Employer, or any lesser number of months in any calendar year established by the Administrator (if required under applicable local law) for purposes of any separate Offering or for Eligible Employees participating in the Non-423 Component. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves or that is legally protected under applicable local laws. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencement of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering, determine (for each Offering under the 423 Component, on a uniform and nondiscriminatory basis or as otherwise permitted by Section 423 of the Code) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with respect to each Offering under the 423 Component in an identical manner to all highly compensated individuals of the Employer whose employees are participating in that Offering. Such exclusions may be applied with respect to an Offering under a 423 Component in a manner complying with Section 423 of the Code. Such exclusions may be applied with respect to an Offering under the Non-423 Component without regard to the limitations of Section 423 of the Code.
(m)   “Employer” means the employer of an Eligible Employee.
(n)   “Enrollment Date” means the first Trading Day of each Offering Period.
(o)   “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
(a)   “Exercise Date” means the last Trading Day of each Offering Period.
(b)   “Fair Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:
(i)   If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of the Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock as quoted on such exchange or system on the date of determination (or the closing bid, if no sales were reported);
(ii)   If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(iii)   In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator.

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NotwithstandingBROADRIDGE CORPORATE ISSUER SOLUTIONSC/O JAMF HOLDING CORP.P.O. BOX 1342BRENTWOOD, NY 11717 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the foregoing, ifQR Barcode aboveUse the determinationInternet to transmit your voting instructions and for electronic delivery of informationup until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have yourproxy card in hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/JAMF2023You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxycard in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV10864-P86061 Nominees:01) Andre Durand02) Kevin Klausmeyer03) Vina Leite1. Election of DirectorsJAMF HOLDING CORP.The Board of Directors recommends you vote FOR thefollowing: ! ! !ForAllWithholdAllFor AllExcept To withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below. 2. To approve, by an advisory vote, Jamf Holding Corp.’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 Fair Market Value occurs on a weekend or holiday, the Fair Market Value will be the priceyear ending December 31, 2023.NOTE: Such other business as determined in accordance with subsections (i) through (iii) above (as applicable) on the next business day, unless otherwise determined by the Administrator.
(c)   “Fiscal Year” means the fiscal year of the Company.
(d)   “New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.
(e)   “Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 4 hereof. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. If an Offering under the 423 Component is made, to the extent permitted by Section 423 of the Code, the terms of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy Section 423 of the Code.
(f)   “Offering Periods” means the periods of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1 of each year and terminating on the last Trading Day on orproperly come before the May 1 and November 1, respectively, approximately six (6) months later. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 20 hereof, provided that in no event shall an Offering Period exceed twenty-seven (27) months in duration.
(g)   “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(h)   “Participant” means an Eligible Employee who participates in the Plan.
(i)   “Plan” means this Jamf Holding Corp. Employee Stock Purchase Plan.
(j)   “Purchase Period” means the approximately six (6) month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period will commence on the Enrollment Date and end with the next Exercise Date. Unless the Administrator provides otherwise, the Purchase Period will have the same duration and coincide with the length of the Offering Period.
(k)   “Purchase Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator subject to compliance with Section 423 of the Code (or any successor rule or provisionmeeting or any adjournment thereof. If any other Applicable Law, regulationmatters properly come before the meeting,the proxies will vote as recommended by our Board or, stock exchange rule)if there is no recommendation, at their discretion.The Board of Directors recommends you vote FOR the following proposals: For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or pursuant to Section 20 hereof.other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
(l)   “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
(m)   “Trading Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.
3.   Eligibility.
(a)   General.   Any Eligible Employee on a given Enrollment Date will be eligible to participate in the Plan, subject to the requirements of Section 5 hereof.
(b)   Non-U.S. Employees.   Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited

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under the lawsV10865-P86061JAMF HOLDING CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERSMay 23, 2023The undersigned hereby appoint(s) Dean Hager, Ian Goodkind, and Jeff Lendino, and each of them, as proxies of the applicable jurisdiction or if complyingundersigned, each with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, an Eligible Employee may be excluded from participation in the Plan or an Offering at the discretion of the Administrator.
(c)   423 Component Limitations.   Any provisions of the Plan to the contrary notwithstanding, with respect to any Offering under the 423 Component, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate that exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.
4.   Offering Periods.   The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and November 1 of each year, or on such other date as the Administrator will determine. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respectappoint (his/her/their) substitute, and hereby authorize(s) them to future Offerings without stockholder approval if such change is announced priorrepresent and act for and to the scheduled beginning of the first Offering Period to be affected thereafter.
5.   Participation.
(a)   First Offering Period.   An Eligible Employee will be entitled to participate in the first Offering Period specified in Section 2(u) hereof only if such individual submits a subscription agreement authorizing payroll deductions in a form determined by the Administrator to the Company’svote, as designated stock administrator or completes an electronic or other enrollment procedure determined by the Administrator, in each case during such period of time as the Administrator may determine (the “Enrollment Window”). An Eligible Employee’s failure to submit the subscription agreement or complete the enrollment procedure during the Enrollment Window will result in such individual being disqualified from participation in the first Offering Period under the Plan.
(b)   Subsequent Offering Periods.   An Eligible Employee may participate in the Plan in any Offering Period following the first Offering Period by (i) submitting to the Company’s stock administrator (or its designee), on or before a date prescribed by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing payroll deductions in the form provided by the Administrator for such purpose, or (ii) completing an electronic or other enrollment procedure determined by the Administrator, in each case during the applicable Enrollment Window. Unless otherwise determined by the Administrator, a Participant’s subscription agreement and the designated rate of payroll deduction by a Participant shall continue for future Offering Periods unless the Participant changes or cancels, in accordance with procedures established by the Administrator, prior to the Enrollment Date with respect to a future Offering Period or elects to withdraw from the Plan in accordance with Section 10 hereof.
6.   Payroll Deductions.
(a)   At the time a Participant enrolls in the Plan pursuant to Section 5 hereof, he or she will elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each pay day during the Offering Period; provided, however, that should a pay day occur on an Exercise Date, a Participant will have the payroll deductions made on such day applied to his or her account under the subsequent Offering Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

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(b)   Payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last pay day prior to the Exercise Datereverse side of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof; provided, however, that for the first Offering Period, payroll deductions will commence on the first pay day on or following the later of (i) the end of the Enrollment Window, or (ii) the Enrollment Date of the first Offering Period.
(c)   All payroll deductions made for a Participant will be credited to his or her account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such account.
(d)   A Participant may discontinue his or her participation in the Plan as provided in Section 10 hereof. If permitted by the Administrator, as determined in its sole discretion, during a Purchase Period, a Participant may increase or decrease the rate of his or her payroll deductions during the Purchase Period by (i) properly completing and submitting to the Company’s stock administrator (or its designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) completing an electronic or other procedure prescribed by the Administrator. If a Participant has not followed such procedures to change the rate of payroll deductions, the rate of his or her payroll deductions will continue at the originally elected rate throughout the Purchase Period and future Offering Periods and Purchase Periods (unless terminated as provided in Section 10 hereof). The Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changes that may be made by Participants during any Offering Period or Purchase Period. Any change in payroll deduction rate made pursuant to this Section 6(d) will be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the Participant (unless the Administrator, in its sole discretion, elects to process a given change in payroll deduction rate more quickly).
(e)   Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c) hereof, a Participant’s payroll deductions may be decreased to zero percent (0%) by the Administrator at any time during a Purchase Period. To the extent necessary, and subject to Section 423(b)(8) of the Code, payroll deductions will recommence at the rate originally elected by the Participant effective as of the beginning of the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10.
(f)   Notwithstanding any provisions or limits to the contrary in the Plan, the Administrator may allow Eligible Employees to participate in the Plan via cash contributions or other methods instead of payroll deductions if (i) payroll deductions are not permitted under applicable local law, (ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code or (iii) for Participants participating in the Non-423 Component.
(g)   At the time the option is exercised, in whole or in part, or at the time some orballot, all of the Common Stock issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes imposed by jurisdictions outside of the U.S., national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding the Company or the Employer deems appropriate to the extent permitted by Section 423 of the Code.
7.   Grant of Option.   On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during

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such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s payroll deductions accumulated prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase under the Plan during each Purchase Period more than 2,500 shares of Common Stock (subject to any adjustment pursuant to Section 19 hereof) and provided further that such purchase will be subject to the limitations set forth in Sections 3(c) and 13 hereof. The Eligible Employee may accept the grant of such option in accordance with the requirements of Section 5 hereof. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Purchase Period. Exercise of the option will occur as provided in Section 8 hereof, unless the Participant has withdrawn pursuant to Section 10 hereof. The option will expire on the last day of the Offering Period.
8.   Exercise of Option.
(a)   Unless a Participant withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares of Common Stock will be purchased; any payroll deductions accumulated in a Participant’s account, which are not sufficient to purchase a full share will be retained in the Participant’s account for the subsequent Purchase Period or Offering Period, as applicable, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her.
(b)   If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicableof Jamf Holding Corp. that the undersigned is/are entitled to vote and as it will determine in its sole discretionact at the Annual Meeting of Shareholders of said company to be equitable among all Participants exercising options to purchase Common Stockheld virtually at www.virtualshareholdermeeting.com/JAMF2023,at 8:00 A.M. Central Time on such Exercise Date, and continue all Offering Periods then in effect or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date.
9.   Delivery.   As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or with a trustee or designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker, trustee, or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions or other dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.
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(a)   A Participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s stock administrator (or its designee) a written notice of withdrawal in the form determined by the Administrator for such purpose, or (ii) completing an electronic or other withdrawal procedure determined by the Administrator. The Administrator may set forth a deadline of when a withdrawal must occur to be effective prior to a given Exercise Date in accordance with policies it may approve from time to time. All of the Participant’s payroll deductions credited to his or her account will be paid to such Participant promptly after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5 hereof.
(b)   A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.
11.   Termination of Employment.   Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she will be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such Participant’s option will be automatically terminated. Unless determined otherwise by the Administrator in a manner that, with respect to an Offering under the 423 Component, is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company shall not be treated as terminated under the Plan; however, no Participant shall be deemed to switch from an Offering under the Non-423 Component to an Offering under the 423 Component or vice versa unless (and then only to the extent) such switch would not cause the 423 Component or any option thereunder to fail to comply with Section 423 of the Code.
12.   Interest.   No interest will accrue on the payroll deductions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall, with respect to Offerings under the 423 Component, apply to all Participants in the relevant Offering, except to the extent otherwise permitted by Section 423 of the Code.
13.   Stock.
(a)   Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be equal to three million (3,000,000) shares of Common Stock. In addition, on each January 1 for the first ten (10) calendar years after the first Offering Date, the aggregate number of shares of Common Stock reserved for issuance under the Plan will be increased automatically by the number of shares equal to one percent (1%) of the total number of outstanding shares of the Common Stock on the immediately preceding December 31 ( rounded down to the nearest whole share); provided, that the Administrator may in its sole discretion reduce the amount of the increase in any particular year; and, provided further , that the aggregate number of shares issued pursuant to the 423 Component over the term of this Plan will not exceed sixteen million (16,000,000) shares of Common Stock.
(b)   Until the shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.
(c)   Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.
14.   Administration.   The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. To the extent permitted by

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Applicable Laws, the Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to delegate ministerial duties to any of the Company’s employees, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary or advisable for the administration of the Plan (including, without limitation, to adopt such procedures, sub-plans, and appendices to the subscription agreement as are necessary or appropriate to permit the participation in the Plan by employees who are non-U.S. nationals or employed outside the U.S., the terms of which sub-plans and appendices may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan or appendix, the provisions of this Plan shall govern the operation of such sub-plan or appendix). Unless otherwise determined by the Administrator, the employees eligible to participate in each sub-plan will participate in a separate Offering under the 423 Component, or if the terms would not qualify under the 423 Component, in the Non-423 Component, in either case unless such designation would cause the 423 Component to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by Section 423 of the Code, the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.
15.   Designation of Beneficiary.
(a)   If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.
(b)   Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
(c)   All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. Notwithstanding Sections 15(a) and (b) above, the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S. jurisdictions to the extent permitted by Section 423 of the Code.
16.   Transferability.   Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

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17.   Use of Funds.   The Company may use all payroll deductions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions except under Offerings or for Participants in the Non-423 Component for which Applicable Laws require that contributions to the Plan by Participants be segregated from the Company’s or the Employer’s general corporate funds and/or deposited with an independent third party, provided that, if such segregation or deposit with an independent third party is required by Applicable Laws, it will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by Section 423 of the Code. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares.
18.   Reports.   Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.
19.   Adjustments, Dissolution, Liquidation, Certain Transactions.
(a)   Adjustments.   In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share, and the class and the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 6 and 13 hereof.
(b)   Dissolution or Liquidation.   In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.
(c)   Certain Transactions.   In the event of a merger, consolidation or similar transaction directly or indirectly involving the Company in which the Company is not the surviving corporation, each outstanding option will be assumed or an equivalent option substituted by the acquiring or successor corporation or a Parent or Subsidiary of the acquiring or successor corporation. In the event that the acquiring or successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the proposed transaction. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.
20.   Amendment or Termination.
(a)   The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering

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Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 19). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise required under Applicable Laws, as further set forth in Section 12 hereof) as soon as administratively practicable.
(b)   Without stockholder consent and without limiting Section 20(a) above, the Administrator will be entitled to change the Offering Periods or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange rate applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan.
(c)   In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence, including, but not limited to:
(i)   amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;
(ii)   altering the Purchase Price for any Offering Period or Purchase Period including an Offering Period underway at the time of the change in Purchase Price, but, with respect to any existing Offerings under the 423 Component, in no event below the lowest Purchase Price permitted by Section 423 of the Code;
(iii)   shortening any Offering Period by setting a New Exercise Date, including an Offering Period underway at the time of the Administrator action;
(iv)   reducing the maximum percentage of Compensation a Participant may elect to set aside as payroll deductions; and
(v)   reducing the maximum number of shares of Common Stock a Participant may purchase during any Offering Period.
Such modifications or amendments will not require stockholder approval or the consent of any Plan Participants.
21.   Notices.   All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
22.   Conditions Upon Issuance of Shares.   Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

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23.   Code Section 409A.   The 423 Component of the Plan is intended to be exempt from the application of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5)(ii)May 23, 2023, and any ambiguities herein will be interpreted to so be exempt from Code Section 409A. To the extent the options granted under the Non-423 Component are subject to U.S. taxation, the Non-423 Component is intended to be exempt from the application of Code Section 409A as options granted thereunder are intended to constitute “short term deferrals” and any ambiguities herein will be interpreted such that those options shall so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Code Section 409Aadjournments or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company and any of its Parent or Subsidiaries shall have no liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company and any of its Parent or Subsidiaries makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A.postponements thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTION IS MADE THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPECONTINUED AND TO BE SIGNED ON REVERSE SIDE
24.   Term of Plan.   The Plan will become effective as of the Effective Date, and will continue in effect, unless earlier terminated under Section 20 hereof.
25.   Governing Law.   The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions).
26.   No Right to Employment.   Participation in the Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the Company or a Subsidiary or Affiliate, as applicable. Furthermore, the Company or a Subsidiary or Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.
27.   Severability.   If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.
28.   Compliance with Applicable Laws.   The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly.0001721947 4 2022-01-01 2022-12-31

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