Jamf Holding (JAMF) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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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

JAMF HOLDING CORP.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials.

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

Dear Fellow Shareholders,

We are pleased to invite you to attend the 2023 Annual Meeting of Shareholders of Jamf Holding Corp. (“Jamf” or the “Company”) to be held on Tuesday, May 23, 2023, at 8:00 a.m. (CDT). This year’s Annual Meeting will once again be conducted virtually, via live audio webcast. We are pleased to provide shareholders with the opportunity to participate in the annual meeting online via the Internet in a virtual-only meeting format to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. The live audio webcast of the Annual Meeting will be accessible at www.virtualshareholdermeeting.com/JAMF2023, where you will also be able to submit questions and vote online. You will be able to vote your shares electronically during the meeting by logging in using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the voting instructions form accompanying these proxy materials.

The accompanying Proxy Statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:

1.

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

2.

to approve, by an advisory vote, Jamf’s executive compensation (i.e., “say-on-pay” proposal);

3.

to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2023; and

4.

to transact other business as may properly come before the meeting or any adjournment of the meeting.

We will provide access to our proxy materials via the Internet at www.proxyvote.com rather than in hard copy. We will mail a notice containing instructions on how to access the accompanying Proxy Statement and our fiscal year 2022 Annual Report on or about April 13, 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 9, 2023 by following the instructions provided in the notice we will send.

Our Board has set the record date as March 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.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form, as applicable. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

Sincerely,

Dean Hager

Chief Executive Officer

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

The 2023 annual meeting of shareholders of JAMF HOLDING CORP. will be held via the Internet at www.virtualshareholdermeeting.com/JAMF2023 on Tuesday, May 23, 2023, at 8:00 a.m. (CDT) for the following purposes:

1.

to elect three nominees identified in the accompanying Proxy Statement to serve as directors, as recommended by the Compensation and Nominating Committee and the Board;

2.

to approve, by an advisory vote, Jamf’s executive compensation (i.e., “say-on-pay” proposal);

3.

to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2023; and

4.

to transact other business as may properly come before the meeting or any adjournment of the meeting.

A list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 23, 2023, at 100 Washington Ave S, Suite 1100, Minneapolis, MN 55401, and on the date of the meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/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

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 23, 2023

The notice of annual meeting, the Proxy Statement and our fiscal year 2022 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.

TABLE OF CONTENTS

​	Page
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	​	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	​	5
PROPOSAL 1 – ELECTION OF DIRECTORS	​	8
EXECUTIVE OFFICERS	​	17
EXECUTIVE AND DIRECTOR COMPENSATION	​	19
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	45
PROPOSAL 2 – ADVISORY VOTE ON JAMF’S EXECUTIVE COMPENSATION (SAY-ON-PAY PROPOSAL)	​	48
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​	49
AUDIT COMMITTEE REPORT	​	51
OTHER MATTERS	​	52
INCORPORATION BY REFERENCE	​	52
AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS	​	52
WHERE TO FIND ADDITIONAL INFORMATION	​	52
COST OF PROXY SOLICITATION	​	52
APPENDIX A	​	A-1

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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 2023 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 30, 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 Internet Availability of Proxy Materials.   As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this Proxy Statement and our Annual Report available to our shareholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials (the “Notice”) contains instructions on how to access this Proxy Statement and our Annual Report and how to vote online or by telephone. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Householding.   The SEC’s rules permit us to print an individual’s multiple accounts on a single notice or set of annual meeting materials. To take advantage of this opportunity, we have summarized on one Notice or set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted shareholder prior to the mailing date. Each registered shareholder will, however, continue to receive separate proxy cards. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or Annual 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 Notice 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 123,907,489 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 Andre Durand, Kevin Klausmeyer, and Vina Leite as Class III directors to serve on the Board until the 2026 Annual Meeting and until their successors are duly elected and qualified;

2.

the approval, by an advisory vote, of Jamf’s say-on-pay proposal;

3.

the ratification of the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2023; and

4.

any other business as may properly come before the meeting or any adjournment or postponement of the meeting.

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Q: How does the Board recommend I vote on these matters?

The Board recommends you vote:

1.

FOR the election of Andre Durand, Kevin Klausmeyer, and Vina Leite as Class III directors;

2.

FOR the approval, by an advisory vote, of Jamf’s say-on-pay proposal; and

3.

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.

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/JAMF2023. You will need your unique 16-digit control number included on your Notice or proxy card. Only one person will be able to log in with that unique control number at any time. You can also vote by proxy before the Annual Meeting in the following ways:

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via the Internet at www.proxyvote.com;

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by telephone by calling 1-800-690-6903; or

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by signing and returning a proxy card.

Proxies submitted via the Internet or by telephone must be received by 11:59 p.m. (EDT) on May 22, 2023.

Q: Can I access the proxy materials electronically?

Yes. Your Notice, proxy card or voting instructions form will contain instructions on how to:

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

2.

instruct us to send our future proxy materials to you electronically by e-mail.

Our proxy materials are also available at www.proxyvote.com and our proxy materials will be available during the voting period starting on April 13, 2023.

Instead of receiving future copies of our proxy statements and annual reports by mail, shareholders of record, and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. Your election to receive future proxy materials by email will remain in effect until you revoke it.

Q: How may I change or revoke my proxy?

Beneficial Shareholders.   Beneficial shareholders should contact their broker, trustee or nominee for instructions on how to change their proxy vote.

Registered Shareholders.   Registered shareholders may change their vote or revoke a properly executed proxy at any time before its exercise:

1.

via the Internet at www.proxyvote.com;

2.

by telephone by calling 1-800-690-6903;

3.

by signing and returning a later-dated proxy card; and

4.

by voting at the Annual Meeting.

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Q: How can I attend the Annual Meeting?

The Annual Meeting is being held as a virtual-only meeting. If you are a shareholder of record as of the Record Date and have logged in using your 16-digit control number, you may attend, vote and ask questions virtually at the meeting by logging in at www.virtualshareholdermeeting.com/JAMF2023. The control number is included in the Notice or on your proxy card.

If you are not a shareholder as of the Record Date or do not have a control number, you may listen to the Annual Meeting but will not be able to ask questions or vote at the meeting.

If you have questions, you may type them into the dialog box provided at any point during the meeting (until the floor is closed to questions). Shareholder questions or comments are welcome, but we will only answer questions pertinent to Annual Meeting matters, subject to time constraints. Questions regarding personal matters and statements of advocacy are not pertinent to Annual Meeting matters and therefore will not be addressed. Questions or comments that are substantially similar may be grouped and answered together to avoid repetition. A webcast replay of the Annual Meeting will also be archived on www.virtualshareholdermeeting.com/JAMF2023.

Q: What if I run into technical issues while trying to access the Annual Meeting?

The virtual meeting platform is supported across browsers and devices running the most updated version of applicable software and plug-ins. Ahead of the Annual Meeting, participants should log in to ensure a strong internet connection and streaming audio can be heard.

If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website. Technical support will be available starting at 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.

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. Votes that are “WITHHELD” with respect to one or more nominees will result in the respective nominee receiving fewer votes, but they will not count as votes against a nominee and will have no effect on the outcome of the election of those nominees because directors are elected by a plurality of the votes cast at the Annual Meeting. If you are a beneficial shareholder, your bank or broker is not permitted to vote your shares on this proposal if voting instructions are not received from you (this is commonly referred to as a “broker non-vote”). Broker non-votes are not considered votes cast and, therefore, will not impact the election of the nominees.

PROPOSAL 2 — NON-BINDING ADVISORY APPROVAL OF THE SAY-ON-PAY PROPOSAL

The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon 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 voting on Proposal 2 and, therefore, will have no effect on Proposal 2.

PROPOSAL 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to approve Proposal 3. Abstentions will be counted as present and entitled to vote on Proposal 3 and will therefore have the effect of a negative vote. Since this is a “routine” matter, we do not expect there to be any broker non-votes with respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 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 our Annual 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 Jamf’s annual meeting of shareholders to be held in 2024 must be received by the Chief Legal Officer and Secretary at Jamf’s principal executive offices at 100 Washington Ave S, Suite 1100, Minneapolis, MN 55401, no later than December 15, 2023. Shareholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in 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 23, 2024 and not earlier than the close of business on January 24, 2024, assuming Jamf does not change the date of the 2024 annual meeting of shareholders by more than 30 days before or after the anniversary of the 2023 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 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 ten 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 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
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, including: (a) the nominee’s ability to represent all shareholders without a conflict of interest; (b) the nominee’s ability to work in and promote a productive environment; (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company; (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company; and (f) the nominee’s ability to apply sound and independent business judgment.

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The Compensation and Nominating Committee has determined that all of our directors meet the criteria and qualifications set forth in our Code of Ethics, our Corporate Governance Guidelines, and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our shareholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions; a keen awareness of our business and social realities of the environment in which we operate; the independence and high performance standards necessary to fulfill the Board’s oversight function; and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify 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 principal shareholder, Vista Equity Partners (“Vista”), our Class I directors will serve until our 2024 annual meeting of shareholders, our Class II directors will serve until our 2025 meeting of shareholders, and our Class III directors are serving until this meeting of 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 entitled to vote generally in the election of directors (“Voting Stock”). If Vista no longer holds in the aggregate (directly or indirectly) 40% or more of our Voting Stock, then our directors may be removed only for cause upon the affirmative vote of at least 66 2∕3% of the voting power of our outstanding shares of stock entitled to vote thereon. In addition, our Bylaws provide 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, as well as our Corporate Governance Guidelines. In addition, Vista is entitled to designate the replacement for any of its Board designees whose service terminates prior to the end of the director’s term regardless of Vista’s beneficial ownership at such time. Vista also has the right to have its designees participate on committees of our Board proportionate to its stock ownership, subject to compliance with applicable law and stock exchange rules, as well as our Corporate Governance Guidelines. The Director 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 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 must comply with the timing and other requirements set forth in our 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
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. In the event a substitute is nominated, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy remain unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

The Board Recommends that you vote “FOR” each of the director nominees.

Director Nominees to Serve for a Three-Year Term Expiring at the 2026 Annual Meeting.

Andre Durand has served on our Board since November 2017. Mr. Durand is the founder and the Chief Executive Officer of Ping Identity Corporation. Mr. Durand was a director at Ping Identity Corporation’s parent company, Ping Identity Holding Corp., 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., a messaging platform acquired by Cisco in 2008. Mr. Durand has 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 business and strategy, as well as his experience in the security and industry through his leadership role as the Chief Executive Officer of Ping Identity Corporation, make him a valuable member of our Board.

Kevin Klausmeyer has served on our Board since November 2019 and currently serves as the chair of our Audit Committee. Prior to this, Mr. Klausmeyer served on the Hortonworks board from August 2014 until it merged with Cloudera, Inc. in January 2019, where he was a member of its board of directors until its take private transaction in October 2021. Mr. Klausmeyer also served on the 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.

Vina M. Leite has served on our Board since May 2021 and currently serves as the Chair of our Compensation and Nominating Committee. Ms. Leite is, and since 2022 has been, the Chief People Officer at GoodRx, 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 one of the great places to work

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in Orange 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 directors 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 is a longstanding supporter of organizations dedicated to helping women and their children, as well as victims of domestic abuse and human trafficking. Ms. Leite earned a Bachelor’s degree in Management at Rhode Island College and a Master’s degree in Organizational Management from Capella University. Ms. Leite brings extensive experience in human resources strategy and operations in the technology sector at fast-growing companies, has a track record of successfully leading organizations through periods of rapid growth and has a deep understanding of human capital, which have proved invaluable through her work as an advisor to CEOs and senior executives on a variety of organizational issues and, as a result, brings these competencies to our Board. 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 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 and managed corporate strategy, sales, product marketing and various segment-focused teams in North America and Latin America during that time. Mr. Taylor also served as Chief of Staff and Director of Business Strategy, working directly for Microsoft Chief Executive Officer Steve Ballmer, whom he assisted with strategic projects and long-term planning for the corporation. Outside of Vista, Mr. Taylor is passionate about advancing access and creating opportunities for those who have traditionally been underrepresented across the business community. He sits on Milken Institute’s

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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, the board of a listing company be composed of a majority of independent directors, each member of a listed company’s Audit Committee and Compensation Committee be independent, and that director nominees be selected or recommended for a board’s selection by an independent Nominating Committee or by majority of the independent directors. Audit Committee members are also required to satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and Compensation Committee members are also required to satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act.

Our Board has affirmatively determined that Mmes. Gambale, Leite, and Lema and Messrs. Breach, Durand, Fosnaugh, Klausmeyer, Guan, and Taylor meet the requirements to be an independent director under Nasdaq Listing Standards. In making this determination, our Board considered the review and recommendation of the Compensation and Nominating Committee and its evaluation of the relationships that each non-employee director has with the Company and all other facts and circumstances that the Compensation and Nominating Committee deemed relevant in its review of their independence, including beneficial ownership of our common stock and the business and personal relationships of the directors.

Board Meetings and Committees

For the year ended December 31, 2022, our Board held five meetings. Our Audit Committee and our Compensation and Nominating Committee each held four meetings during 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 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
David A. Breach	​	X
Andre Durand	X	​
Michael Fosnaugh	​	X
Virginia Gambale	X	​
Charles Guan	​	​
Dean Hager	​	​
Kevin Klausmeyer	X (Chair)	​
Vina Leite	​	X (Chair)
Christina Lema	​	​
Martin Taylor	​	X

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Audit Committee

The Audit Committee is responsible for, among other matters:

1.

appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;

2.

pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

3.

reviewing our policies on risk assessment and risk management;

4.

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

5.

reviewing the adequacy of our internal control over financial reporting;

6.

establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

7.

recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

8.

monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

9.

preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

10.

reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and

11.

reviewing and discussing with management and our independent registered public accounting firm our earnings releases.

Our Board has affirmatively determined that 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 applicable Nasdaq Listing 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 on the investor relations section of our website at https://ir.jamf.com/corporate-governance/governance-highlights. Our website is not part of this Proxy Statement.

Compensation and Nominating Committee

The Compensation and Nominating Committee is responsible for, among other matters:

1.

annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

2.

evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;

3.

reviewing and approving the compensation of our other executive officers;

4.

appointing, compensating, and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;

5.

conducting the independence assessment outlined in Nasdaq rules with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee;

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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;

7.

reviewing and establishing our overall management compensation, philosophy and policy;

8.

overseeing and administering our compensation and similar plans;

9.

reviewing and making recommendations to our Board with respect to director compensation;

10.

reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;

11.

developing and recommending to our Board criteria for board and committee membership;

12.

subject to the rights of Vista under the Director Nomination Agreement, identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

13.

developing and recommending to our Board best practices and corporate governance principles;

14.

developing and recommending to our Board a set of corporate governance guidelines; and

15.

reviewing and recommending to our Board the functions, duties, and compositions of the committees of our Board.

Our Board has affirmatively determined that Ms. Leite and Messrs. Breach, Fosnaugh and Taylor meet the definition of “independent director” for purposes of serving on a Compensation Committee under Rule 10C-1 of the Exchange Act.

The Board has adopted a written charter for the Compensation and Nominating Committee, which is available on the investor relations section of our website at https://ir.jamf.com/corporate-governance/​governance-highlights. Our website is not part of this Proxy Statement.

Board Leadership Structure

The following section describes our Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices. The mix of experienced independent directors from outside organizations and who are Vista-affiliated, as 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 nine independent directors (including our current Chairman Mr. Fosnaugh), as well as our Chief Executive Officer, Dean Hager.

Chair

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 Chair since November 2020. Mr. Fosnaugh has extensive knowledge and experience in a variety of relevant areas acquired through his professional and other experiences, including technology, finance, marketing, business transactions, and mergers and acquisitions. This knowledge and experience gives Mr. Fosnaugh the insight necessary to navigate the responsibilities of strategic development and execution and provide overall guidance to our Chief Executive Officer as to the Board’s views and perspectives.

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, such as the use of financial instruments (for example, prepaid variable forwards, equity swaps, collars, and exchange funds). Additionally, directors, officers, and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Risk Oversight

Our management team is responsible for the day-to-day management of risks we face, while our Board, assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to ensure the risk management processes our management team has designed and implemented are appropriate and functioning adequately. To that end, our Board believes that open communication between our management team and the Board is essential for effective risk management and oversight. Our 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, improve long-term organizational performance, and enhance

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shareholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full Board in reviewing our business is an integral aspect of its assessment of the Company’s risk profile and also its determination of what constitutes an appropriate level of risk. In connection with its reviews of the operations of our business, our full Board addresses the primary risks associated with our business, such as strategic planning. Our Board appreciates the evolving nature of our business and industry and is actively involved with monitoring new threats and risks as they emerge, especially with respect to cybersecurity, privacy, and information security given the nature of our business.

While our full Board has overall responsibility for risk oversight, our Board committees help fulfill those oversight responsibilities in certain areas of risk. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, tax, liquidity risk, 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 taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis, such as risk associated with internal control over financial reporting, liquidity risk, 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 effectiveness of the Company’s ESG efforts and compliance with our Corporate Governance Guidelines. Our Compensation and Nominating Committee regularly reviews our compensation policies and practices, including the risks created by our compensation plans. We are committed to ensuring our Board and its committees are consistently updated on threats to our business and receive consistent updates on risk mitigation processes.

Code of Ethics

We have adopted a code of ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. Our code of ethics is available on the investor relations section of our website at https://ir.jamf.com/corporate-governance/governance-highlights. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.

Compensation Committee Interlocks and Insider Participation

No interlocking relationships exist between the members of our Board and the board or compensation committee of any other company.

Communications by Shareholders and Other Interested Parties with the Board

Shareholders and other interested parties may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to:

Jamf Holding Corp.
100 Washington Ave S, Suite 1100
Minneapolis, MN 55401
ATTN: Board of Directors
c/o Chief Legal Officer and Secretary

Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. Jamf will receive the communications and process them before forwarding them to the addressee. Jamf may also refer communications to other departments within

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Jamf. Jamf generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding Jamf.

Corporate Responsibility

We recognize the importance of a thoughtful approach to corporate citizenship and sustainability, as we believe operating our business in line with these principles drives long-term value for our stakeholders. We continue to develop our strategies and shape our programs around corporate responsibility. In 2022, we released our first-ever Purpose and Impact Report, which provides additional information on our key ESG programs, goals, and commitments. Our Purpose and Impact Report is available on the Corporate Responsibility section of our website. Website references in this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein. While we believe that our ESG goals align with our long-term growth strategy and financial and operational priorities, they are aspirational and may change, and there can be no assurance that they will be met.

Human Capital Resources

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. 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. We 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, 2022, our voluntary retention rate for employees was 90%. Additionally, in our annual employee engagement survey conducted in October 2022, 87% of over 2,100 participating employees agreed that they would recommend Jamf as a great place to work. We also scored 82% in the 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®, 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 Fortune Best Workplaces for Women™, 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 to create an inclusive environment in which all Jamf employees belong. Together, we 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 ERGs, Families@Jamf, Women@Jamf, Accessibility@Jamf, The Shades of Jamf, PROUD@Jamf, and LatinX@Jamf, are organized on the basis of shared identities, experiences, and/or backgrounds and 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 December 31, 2022, based on employees who chose to identify their gender, approximately 33.6% of our workforce and 38.5% of new hires in 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, 2022, we had 2,796 employees, of which 1,736 were employed in the U.S. and 1,060 were employed outside of the 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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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 30, 2023:

Name	Age	Position
Dean Hager	56	Chief Executive Officer and Director
Michelle Bucaria	52	Chief People Officer
Ian Goodkind	48	Chief Financial Officer
Linh Lam	40	Chief Information Officer
Jeff Lendino	52	Chief Legal Officer
John Strosahl	56	Chief Operating 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.”

Michelle Bucaria has served as Chief People Officer at Jamf since May 2022. Prior to joining Jamf, Ms. Bucaria served as the Chief People Officer at PointClickCare from March 2021 until May 2022. Before PointClickCare, Ms. Bucaria was Chief Human Resources Officer at Teladoc Health from February 2018 to January 2021, where she built and scaled the human resource function and developed a people strategy to help scale the business. Prior thereto, Ms. Bucaria spent 25 years at J.P. Morgan Chase, serving in a variety of executive human resources and recruiting roles. Ms. Bucaria’s career has been dedicated to collaborating with leaders to grow their businesses through talent acquisition, employee engagement, career development, and diversity and inclusion. With experience overseeing global mergers and acquisitions, 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 Financial Officer at Jamf since September 2022. Prior thereto, Mr. Goodkind served as Jamf’s Chief Accounting Officer, leading financial accounting, internal audit, tax and treasury functions from November 2019 to September 2022. Prior to joining Jamf, Mr. Goodkind held various accounting and finance leadership roles at The Mosaic Company, a publicly traded crop nutrition company, from 2006 until March 2019, including Corporate Controller (February 2018 to March 2019), Senior Director and Assistant Controller (August 2016 to February 2018), and other director and management positions in financial reporting. Prior to this, Mr. Goodkind held various roles in accounting at Piper Jaffray and KPMG. Mr. Goodkind received his B.S.B.A. in Accounting and Finance from Drake University.

Linh Lam has served as the Chief Information Officer at Jamf since September 2021. Prior to joining Jamf, Ms. Lam was Senior Vice President and Chief Information Officer at ICE Mortgage Technology from September 2018 to September 2020 and Senior Director — Head of Enterprise Applications from July 2017 to September 2020. Prior thereto, Ms. Lam was an information technology leader at Hitachi Data Systems where she led large-scale, global customer relationship management and digital experience transformations that supported the company’s transition from a hardware to cloud software and solutions company. Ms. Lam holds a B.A. from Stanford University.

Jeff Lendino has served as the Chief Legal Officer at Jamf since October 2020, and previously served at Jamf as the General Counsel from June 2018 until October 2020. Prior to this, Mr. Lendino was the General Counsel at Vireo Health, Inc. from July 2017 until May 2018. Prior to this, Mr. Lendino held various legal roles from August 1999 until June 2017, including General Counsel, at Kroll Ontrack, a market leader in providing data recovery and e-discovery solutions. Mr. Lendino holds a bachelor’s degree from St. John’s University (Minnesota) and a J.D. from William Mitchell College of Law.

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 from January 2020 until January 2022 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

Unless 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 our IPO.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides an overview of our executive compensation program and the compensation awarded to, earned by, or paid to our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), our former Chief Financial Officer (“former CFO”), and our three 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, 2022, 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 CFO, 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 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:

Compensation Element	Purpose	Features
Base salary	To provide a fair and competitive base level of compensation for services rendered	Fixed annual salary targeted at the 50th percentile of our peer group
Annual Short-Term Incentive Compensation	To motivate and reward for achievements relative to our goals and expectations for each fiscal year	Annual cash incentive opportunity with payment of a targeted amount contingent on achievement of corporate financial results, with payout on a sliding scale depending on over-or under-achievement of corporate financial results
Equity Incentive Compensation	To align executives’ interests with those of our shareholders and provide an incentive for our executives to remain with us	RSUs that vest over time, the values of which rise as our stock price rises, and that align the interests of our executives with those of our shareholders, generally targeted at the 50th 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.

28

Executive Compensation

Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for 2022 and, if applicable, 2021 and 2020.

Name and principal position	Year		Salary			Bonus		Nonequity incentive plan compensation(1)			Stock Awards(2)			All Other Compensation(3)			Total
Dean Hager, Chief Executive Officer(4)	​	2022	​	$	375,000	​	—	​	$	185,250	​	$	3,750,019	​	$	9,267	​	$	4,319,536
​	​	2021	​	$	375,000	​	—	​	$	401,730	​	$	7,690,776	​	$	8,817	​	$	8,476,323
​	​	2020	​	$	360,578	​	—	​	$	395,963	​	​	—	​	$	8,667	​	$	765,208
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
​	​	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)

Represents the actual amounts earned by each of our NEOs under the 2022 AIP as described above under “Compensation Discussion and Analysis — Annual Short-Term Incentive Plan.”

(2)

Amounts represent the grant date fair value of RSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 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.

(5)

Ms. Putman retired from her position as CFO, effective September 1, 2022. Following her retirement, Ms. Putman served in a non-executive capacity to ensure an orderly transition. See “Compensation Discussion and Analysis — CFO Transition.”

29

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.”

30

Outstanding Equity Awards at 2022 Fiscal Year End

Option Awards(1)

Stock Awards

Name

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

​

1,464,939

​

—

​

—

​

5.49

​

11/21/2027

​

​

​

​

​

​

​

​

12/10/2019

​

284,625

​

—

​

—

​

8.70

​

12/10/2029

​

​

​

​

​

​

​

​

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

​

​

​

​

3/15/2022

​

​

​

​

​

​

​

​

​

​

​

44,190

​

941,247

​

​

John Strosahl

​

11/21/2017

​

121,000

​

—

​

—

​

5.49

​

11/21/2027

​

​

​

​

​

​

​

​

10/10/2019

​

123,750

​

—

​

—

​

8.21

​

10/10/2029

​

​

​

​

​

​

​

​

6/1/2021

​

​

​

​

​

​

​

​

​

​

​

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)

Reflects the number of shares underlying 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 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 RSUs will fully

31

vest upon a qualifying termination of employment following a change in control of the Company. See “— Potential Payments Upon Termination or Change in Control” below for additional details.

(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

32

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 (if applicable) granted to our NEOs prior to our IPO are eligible to vest upon (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 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 through the sale of Vista’s equity in the Company to the 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 2017 Plan as of December 31, 2022.

Pursuant to terms of the 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.

33

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

34

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 required to disclose the ratio of the annual total compensation of our principal executive officer (“PEO”) to the median of the annual total compensation of all of our employees other than our PEO. 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 of December 31, 2022, which consisted of approximately 2,796 total employees, of which approximately 1,736 employees were employed in the United States and approximately 1,060 employees were employed in foreign jurisdictions.

•

We relied 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 workforce).

Countries Excluded	Number of Employees
Germany	​	27
Taiwan	​	26
France	​	22
Sweden	​	15
Israel	​	12
Mexico	​	10
Canada	​	9
Italy	​	6

35

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.

36

(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 the group of companies included in the S&P 500 Information Technology Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Committee for purposes of determining compensation paid to our executive officers is described on page 22.

(4)

The grant date fair value of equity awards included in Compensation Actually Paid to the PEO and 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.

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.

37

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 largely the result of the implementation of market-competitive annual equity grants following Jamf’s IPO and the increase in Jamf’s stock price year-over-over. The increase in each of PEO 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 covered period, whereas Net income decreased year-over-year in each of 2022 and 2021. In addition, Jamf’s cumulative TSR ended lower than the cumulative TSR of Jamf’s Peer Group for the covered period.

The graphs below provide additional information regarding the relationship between CAP and ARR, Net income, TSR, and Peer Group TSR.

38

2022 Performance Measures

We consider the list below to be Jamf’s most important metrics that link compensation paid to our NEOs, as they are the key metrics that determine the payout of Jamf’s 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 this Proxy Statement. The performance measures included in this table are not ranked by relative importance.

39

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.

Our Compensation and Nominating Committee is the administrator of the 2017 Plan. The administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, and to determine the specific terms and conditions of each award. The administrator is authorized to exercise its discretion to reduce the exercise price of outstanding stock options or effect the repricing of such awards through cancellation and re-grants without shareholder approval.

Our Board determined not to make any further awards under the 2017 Plan following the completion of our IPO.

Equity and Cash Incentives — 2020 Omnibus Incentive Plan

Our 2020 Omnibus Incentive Plan (the “2020 Plan”) was adopted by our Board and approved by our shareholders in connection with our IPO. Under the 2020 Plan, employees, consultants and directors of our company and our affiliates performing services for us, including our executive officers, are eligible to receive awards. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards and performance awards intended to align the interests of participants with those of our shareholders. We initially reserved 14,800,000 shares of our common stock for issuance under the 2020 Plan. The total number of shares reserved for issuance under the 2020 Plan increases on January 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, 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 2021 ESPP.

40

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, 2022, the number of shares reserved for issuance under our 2017 Plan, 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 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 3,272,920 shares issuable upon the exercise of outstanding return target options, 1,215,822 shares issuable upon the exercise of outstanding service options, and 8,417,357 shares issuable upon the vesting of outstanding 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, 2022, there are 128,928 shares available for grant under our 2017 Plan, 13,413,731 shares available for grant under our 2020 Plan, and 3,899,071 shares available for grant under the 2021 ESPP. We no longer make grants under the 2017 Plan.

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 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 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 ($)(1)		Stock awards ($)(2)		Total ($)
Andre Durand	​	100,000	​	150,013	​	250,013
Virginia Gambale	​	100,000	​	150,013	​	250,013
Kevin Klausmeyer	​	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.

41

(2)

Amounts represent the grant date fair value of RSUs granted to the directors as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the 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 directors for these RSUs. As of December 31, 2022, 23,840 unvested stock 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

We compensate our non-employee and non-Vista directors according to the following structure:

Description	Annual Amount
Cash Compensation	$100,000
Additional cash compensation for chair of committee	$20,000
Equity Compensation	$150,000 (RSUs)

All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of our Board and related committees and otherwise to attend to our business.

42

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies for Approval of Related Party Transactions

We have adopted a written policy with respect to the review, approval and ratification of related party transactions. Under the policy, our Audit Committee is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires our Audit Committee to consider, among other factors it deems appropriate:

•

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

•

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

•

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

•

the benefits to us of the proposed transaction;

•

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

•

an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

The Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our shareholders, as the Audit Committee determines in good faith.

In addition, under our Code of Ethics our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

Related Party Transactions

Other than compensation arrangements for our directors and NEOs, which are described in the section entitled “Executive and Director Compensation,” below we describe transactions during the fiscal year ended December 31, 2022 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 — Director Nomination Agreement.”

David Breach, Michael Fosnaugh, Charles Guan, Christina Lema and Martin Taylor, five of our current directors, are employed as President and Chief Operating Officer; Senior Managing Director; Vice President; Managing Director and General Counsel; and Senior Managing Director, respectively, of Vista.

Registration Rights Agreement

We are party to a registration rights agreement with Vista. Vista is entitled to request that we register Vista’s shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” Vista is also entitled to participate in certain of our registered offerings, subject to the restrictions in the registration rights agreement. We will pay Vista’s expenses in connection with Vista’s exercise of these rights. The registration rights described in this paragraph apply to (i) shares of our common stock held by Vista and its affiliates and (ii) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the common stock described in clause (i) with respect to any

43

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, have reimbursed VCG for expenses related to participation by Jamf employees in VCG sponsored events and have also paid to VCG related fees and expenses. We paid VCG $0.1 million for the year ended December 31, 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 $1.0 million in the aggregate during the year ended December 31, 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 $0.7 million in the aggregate during the year ended December 31, 2022. We believe all of these arrangements are on comparable terms that are provided to unrelated third parties.

Lease Arrangements

The Company has an ongoing lease agreement for office space in Eau Claire, WI with an entity in which Mr. Wudi, our Chief 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, 2022.

44

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 30, 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 NEOs; and

•

all of our directors and executive officers as a group.

Each shareholder’s percentage ownership is based on 123,907,489 shares of common stock outstanding as of March 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 30, 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	​	54,315,284(1)	​	43.8%
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	​	1,804,035(4)	​	1.5%
Ian Goodkind	​	90,242(5)	​	*
Linh Lam	​	29,166	​	*
John Strosahl	​	306,496(6)	​	*
Jason Wudi	​	362,364(7)	​	*
David Breach	​	—	​	—
Andre Durand	​	94,609(8)	​	*
Michael Fosnaugh	​	—	​	—
Virginia Gambale	​	10,528(9)	​	*
Charles Guan	​	—	​	—
Kevin Klausmeyer	​	23,646(10)	​	*
Vina Leite	​	10,528(11)	​	*
Christina Lema	​	—	​	—
Martin Taylor	​	—	​	—
Jill Putman	​	614,333(12)	​	*
All executive officers and directors (17 individuals)	​	3,495,822(13)	​	2.8%

(1)

As reported on the Schedule 13G/A filed February 9, 2022, represents (a) 29,113,495 shares held directly by Vista Equity Partners Fund VI, L.P. (“VEPF VI”), (b) 17,587,553 shares held directly by

45

Vista Equity Partners Fund VI-A, L.P. (“VEPF VI-A”), (c) 354,274 shares held directly by VEPF VI FAF, L.P. (“VEPF FAF”), (d) 5,377,750 shares held directly by Vista Co-Invest Fund 2017-1, L.P. (“Vista Co-Invest”) and (e) 1,882,212 shares held directly by VEPF VI Co-Invest 1, L.P. (“VEPF 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. (“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 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. (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 1,749,564 shares that may be acquired within 60 days upon the exercise of vested options.

(5)

Includes 86,396 shares that may be acquired within 60 days upon the exercise of vested options.

(6)

Includes 244,750 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 ON JAMF’S EXECUTIVE COMPENSATION (SAY-ON-PAY PROPOSAL)

Section 14A of the Exchange 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 NEOs (commonly known as a “say-on-pay” vote). At our 2022 annual meeting of shareholders, a majority of our shareholders voted, consistent with the recommendation of our Board, to hold an annual say-on-pay vote. The annual vote will continue unless our shareholders vote, at our 2028 annual meeting of shareholders, to approve a different say-on-pay vote frequency, as required pursuant to Section 14(A) of the Exchange Act. Our Board believes that an annual advisory vote on a resolution to approve 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 compensation 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 attainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. Please read the “Compensation Discussion and Analysis” section for additional details about our executive compensation objectives, philosophy, and programs, along with the compensation paid to our NEOs with respect to the fiscal 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 approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for its 2023 annual meeting of shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis section and the accompanying compensation tables and related narrative disclosure.”

The Board recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our NEOs as described in this Proxy Statement.

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PROPOSAL 3 — 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, 2023. Services provided to the Company and its subsidiaries by Ernst & Young LLP for the year ended December 31, 2022 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, 2022 and 2021:

​	2022			2021
Audit Fees(1)	​	$	2,272,100	​	$	2,642,000
Audit-Related Fees(2)	​	$	410,000	​	$	269,500
Tax Fees(3)	​	$	—	​	$	496,610
All Other Fees(4)	​	$	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 our secondary offerings for the years ended December 31, 2022 and 2021, respectively.

(2)

Audit-Related fees consist of fees and expenses related to due diligence for acquisitions.

(3)

Tax fees consist of fees and expenses for tax advisory services related to acquisitions.

(4)

All other fees include 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. 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 be submitted to the Audit Committee by both the independent registered public accounting firm and the Company’s Chief Financial Officer or the Chief Accounting Officer and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s and the Public Company Accounting 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 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

49

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, 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 three independent directors (as defined by the Nasdaq Listing Standards) and met four times in 2022. Our Audit Committee operates under a written charter, which is posted on the investor relations section of our website. As provided in the 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 Committee:

•

reviewed and discussed the audited financial statements for the year ended December 31, 2022 with our management;

•

discussed with our independent registered public accounting firm, Ernst & Young LLP, the matters required to be discussed by the applicable requirements of the 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, 2022.

Respectfully submitted by:

Kevin Klausmeyer, Chair

Andre Durand

Virginia 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 Proxy Statement includes website addresses, which are intended to provide inactive, textual references only. The information on these websites is not part of this 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 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, 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 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.

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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APPENDIX A​

Non-GAAP Financial Measures

In addition to our results that are determined in accordance with GAAP, we believe the non-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 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.

Non-GAAP Gross Profit

We define non-GAAP gross profit as gross profit, adjusted for amortization expense, stock-based compensation expense, acquisition-related expense, and payroll taxes related to stock-based compensation. A reconciliation of non-GAAP gross profit 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 amortization expense, stock-based compensation expense, acquisition-related expense, acquisition-related earnout, costs associated with our secondary offerings, payroll taxes related to stock-based compensation, and legal settlement. A reconciliation of non-GAAP operating income to operating loss, the most directly comparable GAAP measure, is as follows:

A-1

​	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

A-2

BROADRIDGE 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 QR Barcode aboveUse the Internet 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 year ending December 31, 2023.NOTE: Such other business as may properly come before the meeting or any adjournment thereof. If any other matters properly come before the meeting,the proxies will vote as recommended by our Board or, 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 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

V10865-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 undersigned, each with the power to appoint (his/her/their) substitute, and hereby authorize(s) them to represent and act for and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Jamf Holding Corp. that the undersigned is/are entitled to vote and act at the Annual Meeting of Shareholders of said company to be held virtually at www.virtualshareholdermeeting.com/JAMF2023,at 8:00 A.M. Central Time on May 23, 2023, and any adjournments or 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

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