tm252045-1_nonfiling - none

tm252045-1_nonfiling - none - 8.5414641s

TABLE OF CONTENTS

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

SCHEDULE 14A INFORMATION

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

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under § 240.14a-12

JAMF HOLDING CORP.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

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

TABLE OF CONTENTS

Dear Fellow Shareholders,

We are pleased to invite you to attend the 2025 Annual Meeting of Shareholders of Jamf Holding Corp. (“Jamf” or the “Company”) to be held on Tuesday, June 10, 2025, at 8:30 a.m. (CDT). This year’s Annual Meeting will once again be conducted virtually, via live audio webcast. We are pleased to provide shareholders with the opportunity to participate in the annual meeting online via the Internet in a virtual-only meeting format to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. The live audio webcast of the Annual Meeting will be accessible at www.virtualshareholdermeeting.com/JAMF2025, where you will also be able to submit questions and vote online. You will be able to vote your shares electronically during the meeting by logging in using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the voting instruction form accompanying these proxy materials.

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

to elect each of Dean Hager and Martin Taylor as Class II directors to serve on the Board of Directors until the 2028 Annual Meeting and until their successors are duly elected and qualified;

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

to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2025; and

to transact other business as may properly come before the meeting or any adjournment or postponement 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 2024 Annual Report on or about April 30, 2025 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 27, 2025 by following the instructions provided in the notice we will send.

Our Board has set the record date as April 14, 2025. Only shareholders that owned Jamf common stock at the close of business on the record date 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,

John Strosahl

Chief Executive Officer

TABLE OF CONTENTS

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

The 2025 annual meeting of shareholders of JAMF HOLDING CORP. will be held via the Internet at www.virtualshareholdermeeting.com/JAMF2025 on Tuesday, June 10, 2025, at 8:30 a.m. (CDT) for the following purposes:

to elect each of Dean Hager and Martin Taylor as Class II directors to serve on the Board of Directors until the 2028 Annual Meeting and until their successors are duly elected and qualified;

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

to ratify the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2025; and

to transact other business as may properly come before the meeting or any adjournment or postponement 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 June 10, 2025, at 100 Washington Ave S, Suite 900, Minneapolis, MN 55401, and on the date of the meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/JAMF2025.

The Proxy Statement is first being delivered to shareholders of record on or about April 30, 2025.

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 JUNE 10, 2025

The notice of annual meeting, the Proxy Statement and our fiscal year 2024 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		6
PROPOSAL 1 – ELECTION OF DIRECTORS		9
EXECUTIVE OFFICERS		18
COMPENSATION DISCUSSION AND ANALYSIS		20
EXECUTIVE COMPENSATION		31
DIRECTOR COMPENSATION		45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		48
PROPOSAL 2 – ADVISORY VOTE ON JAMF’S EXECUTIVE COMPENSATION (SAY-ON-PAY PROPOSAL)		51
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		52
AUDIT COMMITTEE REPORT		54
OTHER MATTERS		55
INCORPORATION BY REFERENCE		55
AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS		55
WHERE TO FIND ADDITIONAL INFORMATION		55
COST OF PROXY SOLICITATION		55
APPENDIX A		A-1

TABLE OF CONTENTS

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: Why did I receive these materials?

The Board of Directors (the “Board”) of Jamf Holding Corp. (“Jamf” or the “Company”) is soliciting your proxy to vote at our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) (or at any adjournment or postponement of the meeting). Shareholders who own shares of our common stock as of close of business on the record date, April 14, 2025 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Jamf.

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

Householding. The SEC’s rules permit us to print an individual’s multiple accounts on a single notice or set of annual meeting materials. To take advantage of this opportunity, we have summarized on one Notice or set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted shareholder prior to the mailing date. Each registered shareholder will, however, continue to receive separate proxy cards. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or proxy materials, as requested, to any shareholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice or proxy materials, contact Broadridge Corporate Issuer Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A number of brokerage firms have instituted householding. They will have their own procedures for shareholders who wish to receive individual copies of the proxy materials.

Q: Who will be entitled to vote?

Shareholders who own shares of our common stock as of the Record Date are entitled to vote at the Annual Meeting. As of the Record Date, Jamf had 131,818,239 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:

the election of each of Dean Hager and Martin Taylor as Class II directors to serve on the Board until the 2028 Annual Meeting and until their successors are duly elected and qualified;

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

the ratification of the appointment of Ernst & Young LLP as Jamf’s independent registered public accounting firm for the year ending December 31, 2025; and

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

TABLE OF CONTENTS

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

The Board recommends you vote:

FOR the election of each of Dean Hager and Martin Taylor as Class II directors;

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

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025.

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/JAMF2025. 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:

via the Internet at www.proxyvote.com;

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

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 June 9, 2025.

Q: Can I access the proxy materials electronically?

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

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

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 30, 2025.

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 at the Annual Meeting:

via the Internet at www.proxyvote.com;

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

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

by voting at the Annual Meeting.

TABLE OF CONTENTS

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/JAMF2025. 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/JAMF2025.

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

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

If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website. Technical support will be available starting at 8:15 a.m. CDT and until the end of the meeting.

Q: Why is the Annual Meeting virtual only?

We have held virtual only annual meetings since our initial public offering (“IPO”), and we are excited to continue using this format to provide ease of access, real-time communication, and cost savings for our shareholders and our company. Hosting a virtual meeting makes it easy for our shareholders to participate from any location around the world.

Q: How many shares must be present to transact business at the Annual Meeting?

A quorum of our shareholders must be present at the Annual Meeting for any business to be conducted. Under our amended and restated bylaws (the “Bylaws”), the holders of a majority in voting power of the outstanding capital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. If you authorize a proxy to vote electronically or telephonically, or you sign and return a paper proxy or voting instruction form, your shares will be counted to determine whether a quorum has been established even if you “withhold” your vote or fail to vote on a particular item of business. Abstentions and “broker non-votes” will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

If a quorum is not present or represented by proxy at the scheduled time of the Annual Meeting, the chair of the Annual Meeting or the holders of a majority of the voting power, present in person or represented by proxy and entitled to vote at the Annual Meeting, may adjourn the Annual Meeting until a quorum is present or represented by proxy.

Q: What is the voting requirement to approve each of the proposals, and how are the votes counted?

PROPOSAL 1 — ELECTION OF DIRECTORS

A plurality of the votes cast by the shares of common stock is required to elect each nominee named herein. This means that the two 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

TABLE OF CONTENTS

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

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

The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon will constitute the shareholders’ non-binding approval with respect to the say-on-pay proposal. Although the results will not be binding on the Compensation and Nominating Committee or the Board, the Compensation and Nominating Committee and the Board will consider the results of the shareholder vote when making future decisions regarding executive compensation. Abstentions will be counted as shares present and entitled to vote on Proposal 2 and therefore will have the same effect as a vote against Proposal 2. The say-on-proposal is not considered a “routine” matter, and therefore, if you are a beneficial shareholder and your bank, broker, or other nominee does not receive instructions from you, they may not vote your shares on your behalf (a “broker non-vote”). Broker non-votes will not be deemed represented at the Annual Meeting for purposes of voting on Proposal 2 and, therefore, will have no effect on Proposal 2.

PROPOSAL 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to approve Proposal 3. Abstentions will be counted as shares present and entitled to vote on Proposal 3 and will therefore have the same effect of a negative vote as a vote against Proposal 3. Since this is a “routine” matter, we do not expect there to be any broker non-votes with respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

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 2026?

Shareholder proposals pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for inclusion in Jamf’s proxy statement and form of proxy for Jamf’s annual meeting of shareholders to be held in 2026 must be received by the Chief Legal Officer and Secretary at Jamf’s principal executive offices at 100 Washington Ave S, Suite 900, Minneapolis, MN 55401, no later than December 30, 2025.

Shareholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in 2026 (other than pursuant to Rule 14a-8) must provide written notice of such nomination or proposal to the Chief Legal Officer and Secretary at Jamf’s principal executive offices no later than the close of business on March 12, 2026 and not earlier than the close of business on February 10, 2026, assuming Jamf does not change the date of the 2026 annual meeting of shareholders by more than 30 days before or after the anniversary of the Annual Meeting. If so, then Jamf’s Chief Legal Officer and Secretary must receive the notice no earlier than the close of business on the 120th calendar day prior to the date of the 2026 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 2026 annual meeting of shareholders is first made by Jamf or the 90th calendar day prior to the date of the 2026 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.

TABLE OF CONTENTS

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act (the universal proxy rules), shareholders who intend to solicit proxies in support of director nominees, other than the Board’s nominees, must also provide written notice to the Chief Legal Officer and Secretary that sets forth the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to Jamf at its principal executive offices, no later than April 11, 2026.

TABLE OF CONTENTS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which is currently composed of eleven directors. Our Second Amended and Restated Certificate of Incorporation (our “Certificate”) provides that the authorized number of directors may be changed only by resolution of our Board. Our Certificate also provides that our Board be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The current term of our Class II directors expires at this Annual Meeting and directors Dean Hager and Martin Taylor are standing for re-election at the Annual Meeting. Directors Virginia Gambale and Charles Guan are not standing for re-election at the expiration of their terms at the Annual Meeting, and as a result, effective at the Annual Meeting, the Board will reduce its size to nine directors.

The following table sets forth the director class, name, age as of April 14, 2025, and other information for each member of our Board:

Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
David Breach	I	58	Director	2020	2027	—
Michael Fosnaugh	I	46	Chair	2017	2027	—
Christina Lema	I	45	Director	2020	2027	—
John Strosahl	I	58	Chief Executive Officer and Director	2023	2027	—
Virginia Gambale	II	65	Director	2021	2025	—
Charles Guan	II	38	Director	2017	2025	—
Dean Hager	II	58	Director	2017	2025	2028
Martin Taylor	II	55	Director	2017	2025	2028
Andre Durand	III	57	Director	2017	2026	—
Kevin Klausmeyer	III	66	Director	2019	2026	—
Vina Leite	III	55	Director	2021	2026	—

We believe that in order for our Board to effectively guide us to long-term sustainable and dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our shareholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, and strategic planning. Additionally, we desire that the Board has 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, age, skills, background and experience in the context of the needs of the Board. The Compensation and Nominating Committee believes that a variety of backgrounds and viewpoints is an important attribute for a director nominee. We do not have a policy on board composition, however, when considering the selection of director nominees, the Compensation and Nominating Committee considers individuals with a variety of backgrounds, viewpoints, accomplishments, cultural background, and professional expertise, among other factors. 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

TABLE OF CONTENTS

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

The Compensation and Nominating Committee has determined that all of our directors meet the criteria and qualifications set forth in our Code of Ethics, our Corporate Governance Guidelines, and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our shareholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions; a keen awareness of our business and social realities of the environment in which we operate; the independence and high performance standards necessary to fulfill the Board’s oversight function; and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify each director to serve on the Board. These collective qualities, skills, experiences, and attributes are essential to our Board’s ability to exercise its oversight function for Jamf and its shareholders, and guide the long-term sustainable, dependable performance of Jamf.

Subject to any earlier resignation or removal in accordance with the terms of our Certificate, our Class I directors will serve until our 2027 annual meeting of shareholders and our Class III directors will serve until our 2026 annual meeting of shareholders. Our Class II directors will serve until this Annual Meeting of shareholders, and Dean Hager and Martin Taylor are standing for 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 Equity Partners (“Vista”) holds in the aggregate (directly or indirectly) 40% or more of voting power of the then outstanding shares of our capital stock entitled to vote generally in the election of directors (“Voting Stock”). If Vista no longer holds in the aggregate (directly or indirectly) 40% or more of our Voting Stock, then our directors may be removed only for cause upon the affirmative vote of at least 66 2∕3% of the voting power of our outstanding shares of stock entitled to vote thereon. In addition, our Bylaws provide that a majority of the directors nominated or designated for nomination by Vista may designate the Chair of the Board for so long as Vista beneficially owns (directly or indirectly) at least 30% or more of the voting power of the Voting Stock.

Director Nomination Agreement

In connection with our IPO, we entered into a director nomination agreement (as amended and restated, the “Director Nomination Agreement”) with Vista that provides Vista the right to designate nominees for election to our Board for so long as Vista beneficially owns 5% or more of the total number of shares of our common stock that it owned immediately prior to the completion of our IPO. Vista may also assign its designation rights under the Director Nomination Agreement to an affiliate. The Director Nomination Agreement specifically provides Vista the right, but not the obligation, 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 (the “Designation Provisions”). 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,

TABLE OF CONTENTS

as well as our Corporate Governance Guidelines. The Director Nomination Agreement also allows Vista to nominate additional directors if the size of our Board is increased so that following such expansion the number of Vista directors still aligns with the Designation Provisions. This agreement will terminate at such time as Vista owns less than 5% of the Original Amount.

Shareholder Nominations and Recommendations for Director Nominees

The Compensation and Nominating Committee will consider shareholder nominations for membership on the Board. For the 2026 annual meeting of shareholders, nominations may be submitted to Jamf Holding Corp., 100 Washington Ave S, Suite 900, 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. Nominations must be in writing and must comply with the timing and other requirements set forth in our Bylaws and under Rule 14a-19(b) of the Exchange Act, if applicable, described in the section entitled “Commonly Asked Questions and Answers About the Annual Meeting — Q: What is the deadline for submitting a shareholder proposal or director nomination for our Annual Meeting to be held in 2026?”.

The Compensation and Nominating Committee will also consider as potential candidates individuals recommended by shareholders. Recommendations concerning individuals proposed for consideration should be addressed to Jamf Holding Corp., 100 Washington Ave S, Suite 900, Minneapolis, MN 55401, Attn: Chief Legal Officer and Secretary and should include a personal biography of the suggested candidate and an indication of the background of the suggested candidate.

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 expand 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.

TABLE OF CONTENTS

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

Dean Hager

Director

2017

2025

2028

Martin Taylor

Director

2017

2025

2028

Each nominee was recommended for election by the Compensation and Nominating Committee and nominated by the Board to be considered by our shareholders.

Each nominee has consented to be named in this Proxy Statement and has agreed to serve if elected. If, before the Annual Meeting, any nominee becomes unable to serve, or for good cause, 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 Class II director nominees.

Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting:

Dean Hager has served on our Board since November 2017. Mr. Hager previously served as the Chief Executive Officer of Jamf from 2015 until his retirement in September 2023. Prior to Jamf, Mr. Hager was the Chief Executive Officer of Kroll Ontrack, a market leader in providing data recovery and e-discovery solutions, from January 2012 until May 2014. Prior to this, Mr. Hager worked at Lawson Software, a publicly-traded software company which was acquired by Infor, where he held various executive roles, and he also worked at IBM. Mr. Hager holds a bachelor’s degree in computer science and mathematics from St. Cloud State University and a master’s degree in management from St. Mary’s University. The Board believes that Mr. Hager’s experience as our former Chief Executive Officer, his executive experience at other software companies, and his experience as an executive at a publicly traded company make him a valuable member of our Board.

Martin Taylor has served on our Board since September 2017. Mr. Taylor joined Vista in 2006. Mr. Taylor is a Senior Managing Director at Vista, Co-Head of the Foundation Funds and sits on its Investment Committee. Additionally, Mr. Taylor serves as a member of Vista’s Executive Committee, the firm’s governing and decision-making body for matters affecting its overall management and strategic direction, and Vista’s Private Equity Management Committee, the firm’s governing and decision-making body for the overall management of Vista’s private equity platform. Mr. Taylor currently sits on the boards of AlertMedia, ARCOS, Bonterra, Critical Start, Integral Ad Science Holding Corp. (NASDAQ: IAS), Nasuni Corporation, NAVEX Global Inc., StarRez Global Pty Ltd, TigerConnect, Inc., TRG Screen, Inc., and Vivid Seats (NASDAQ: SEAT) and has served on numerous other boards during his tenure, including Ping Identity Holding Corp. (formerly NASDAQ: PING), from 2018 until 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 (NASDAQ: MSFT), where he spent over 13 years and managed corporate strategy, sales, product marketing and various segment-focused teams in North America and Latin America during that time. Mr. Taylor also served as Chief of Staff and Director of Business Strategy, working directly for Microsoft Chief Executive Officer Steve Ballmer, whom he assisted with strategic projects and long-term planning for the corporation. Outside of Vista, Mr. Taylor is passionate about advancing access and creating opportunities for those who have traditionally been underrepresented across the business community. He sits on Milken Institute’s Executive Council for Diversity, Equity and

TABLE OF CONTENTS

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.

Continuing Directors:

Andre Durand has served on our Board since November 2017. Mr. Durand is the founder and the Chief Executive Officer of Ping Identity Corporation. Mr. Durand was a director at Ping Identity Corporation’s parent company, Ping Identity Holding Corp., until its take private transaction in October 2022. In addition to Ping Identity, Mr. Durand founded the identity industry conference Identiverse, and prior to that he founded Jabber, Inc., a messaging platform acquired by Cisco Systems, Inc. in 2008. Mr. Durand has bachelor’s degrees in biology and economics from the University of California at Santa Barbara. The Board believes that Mr. Durand’s extensive knowledge of technology business and strategy, as well as his experience in the security industry through his leadership role as the Chief Executive Officer of Ping Identity Corporation, make him a valuable member of our Board.

David Breach has served on our Board since July 2020. Mr. Breach joined Vista in 2014 and is Vista’s President and Chief Operating Officer. He currently sits on Vista’s Executive Committee, the firm’s governing and decision-making body for matters affecting its overall management and strategic direction, as well as Vista’s Private Equity Management and Private Equity Funds’ Investment Committees. Mr. Breach is the Co-Chief Executive Officer of VistaOne, Vista’s evergreen private equity vehicle, and serves on its Investment Committee and Board of Directors. Mr. Breach also sits on the boards of Vista portfolio companies EagleView Technology Corporation, Solera Holdings, Inc., and STATS LLC (d/b/a STATS Perform). Mr. Breach previously served on the boards of DealerSocket, Inc., Mediaocean LLC, Vertafore, Inc., Ping Identity Holding Corp., prior to its take private transaction in October 2022, Datto Holding Corp., prior to its take private transaction in June 2022, and Cvent Holding Corp., prior to its take private transaction in June 2023. Prior to joining Vista, Mr. Breach worked as a senior corporate partner with the law firm Kirkland & Ellis LLP from 2000 to 2014, where his practice focused on the representation of private equity funds in all aspects of their business. While at Kirkland & Ellis LLP, Mr. Breach was a member of its 15-person global executive management committee and was a founding partner of its San Francisco office. During Mr. Breach’s tenure, Kirkland & Ellis LLP’s Northern California practice grew to over 250 employees. Mr. Breach received a bachelor of business administration in marketing from Eastern Michigan University and received a J.D. from the University of Michigan, magna cum laude, Order of the Coif. Mr. Breach is currently a member of the State Bars of California, Illinois and Michigan. The Board believes that Mr. Breach’s extensive experience in the areas of corporate strategy, private equity and firm governance, as well as his experience on the boards of other companies, make him a valuable member of our Board.

Michael Fosnaugh has served on our Board since September 2017 and currently serves as the Chair of our Board. Mr. Fosnaugh is a Senior Managing Director at Vista. Mr. Fosnaugh is Co-Head of the Chicago office, is the Co-Head of Vista’s Flagship Fund, and is a member of the Executive Committee and the Flagship Funds’ Investment Committee. Mr. Fosnaugh was actively involved in Vista’s investments in Advicent, Forcepoint, Mediaocean, MRI Software, Numerator, SirsiDynix, Sunquest Information Systems, Websense and Zywave. Prior to joining Vista in 2005, Mr. Fosnaugh worked in the Technology, Media & Telecommunications group at SG Cowen & Co., a financial firm, where he focused on the software, services and financial technology sectors. While at SG Cowen, Mr. Fosnaugh advised clients on buy-side and sell-side transactions, public and private equity financings and other strategic advisory initiatives. Mr. Fosnaugh currently serves on the boards of Integral Ad Science Holding Corp. (NASDAQ: IAS), and several of Vista’s private portfolio companies, including Acquia Inc., Alegeus Technologies Holdings Corp., Applause App Quality, Inc., CentralSquare Technologies, LLC, EAB Global Inc., EngageSmart, Inc., Greenway Health, LLC, InvoiceCloud, Inc., JAGGAER, LLC, KnowBe4, Inc., Model N, Inc., PlanSource Benefits Administration, Inc., Securonix, Inc., SmartBear Software, Inc., STATS LLC (d/b/a STATS Perform), and TripleLift Inc. Mr. Fosnaugh also previously served on the Board of Ping Identity Holding Corp., prior to its take private transaction in October 2022. Mr. Fosnaugh received a bachelor’s degree, cum laude, in economics from Harvard College. The Board believes that Mr. Fosnaugh’s extensive experience in the areas

TABLE OF CONTENTS

of corporate strategy, technology, finance, marketing, business transactions and software investments, as well as his experience working with other technology and software companies, make him a valuable member of our Board.

Christina Lema has served on our Board since November 2020. Ms. Lema has been with Vista since February 2012 and currently serves as Managing Director, Deputy Chief Legal Officer and General Counsel. She also serves as a member of Vista’s Private Equity Management Committee, Vista’s governing and decision-making body for the overall management of Vista’s private equity platform. Ms. Lema currently serves on the board of directors of Integral Ad Science Holding Corp. (NASDAQ: IAS), Greenway Health, Mindbody, Inc., and TripleLift, Inc. Ms. Lema also previously served on the board of Datto Holding Corp. (formerly NYSE: MSP), prior to its take private transaction in June 2022. Ms. Lema earned a bachelor’s degree in Economics and Spanish from the University of Pennsylvania and a J.D. from the Columbia University School of Law. Ms. Lema is currently a member of the State Bar of California. The Board believes that Ms. Lema’s expertise in legal matters and experience working with similar companies, as well as her experience on the boards of other companies, make her a valuable member of our Board.

John Strosahl has served as our Chief Executive Officer and as a member of our Board since September 2023. Before assuming his current role, Mr. Strosahl served as our Chief Operating Officer from January 2020 to September 2023, our President from January 2022 to September 2023, and our Chief Revenue Officer from October 2015 until January 2020. Prior to joining Jamf, Mr. Strosahl was a Vice President at eBay Inc. from November 2013 until October 2015. Prior to joining eBay, Mr. Strosahl held various executive roles at Digital River, Inc., a global e-commerce company. Mr. Strosahl currently serves on the board of PROS Holdings, Inc. (NYSE: PRO). Mr. Strosahl holds a bachelor’s degree from Illinois Wesleyan University and a master’s degree from the University of Illinois at Chicago. The Board believes that Mr. Strosahl’s executive leadership, global business development experience and deep understanding of our business as Chief Executive Officer make him a valuable member of our Board.

Kevin Klausmeyer has served on our Board since November 2019 and currently serves as the Chair of our Audit Committee. Prior to this, Mr. Klausmeyer served on the Hortonworks board from August 2014 until it merged with Cloudera, Inc. in January 2019, where he was a member of its board of directors until its take private transaction in October 2021. In addition, Mr. Klausmeyer served on the board of directors at KnowBe4, Inc. until its take private transaction in February 2023. In addition, Mr. Klausmeyer served on the board of directors of Callidus Software Inc., a provider of SaaS sales and marketing automation solutions, from April 2013 until its acquisition by SAP SE in April 2018. From April 2013 to October 2013, Mr. Klausmeyer served on the board of directors of Sourcefire, Inc., a provider of network security solutions (acquired by Cisco Systems, Inc.). From July 2003 to September 2012, Mr. Klausmeyer served on the board of directors of Quest Software, Inc., a software company that was acquired by Dell Inc. From July 2006 to February 2011, Mr. Klausmeyer served as the Chief Financial Officer of The Planet, Inc., a pioneer in the infrastructure-as-a-service market, which was acquired by SoftLayer Technologies, Inc. (a company later acquired by IBM). Mr. Klausmeyer holds a bachelor of business administration in accounting from the University of Texas. The Board believes that Mr. Klausmeyer’s experience on other public technology companies’ boards and his executive leadership roles at technology companies make him a valuable member of our Board.

Vina Leite has served on our Board since May 2021 and currently serves as the Chair of our Compensation and Nominating Committee. Ms. Leite has been the Chief People Officer at GoodRx (NASDAQ: GDRX), a leading consumer-focused digital healthcare platform, since 2022. From 2019 until 2022, Ms. Leite was the Chief People Officer at The Trade Desk (NASDAQ: TTD), a publicly traded technology company that empowers digital ad buyers to purchase data-driven digital advertising campaigns. From 2016 until 2019, Ms. Leite was the Chief People Officer of the cybersecurity firm Cylance Inc., where she led that company through rapid growth and succeeded in obtaining recognition for Cylance as one of the great places to work in Orange County, California. Ms. Leite left Cylance in 2019 when it was acquired by BlackBerry Limited. From 2014 to 2016, Ms. Leite was Senior Vice President and Chief Human Resource Officer at Qlogic. Ms. Leite currently serves on the board of directors of AHEAD and DocGo, Inc. (NASDAQ: DCGO), and previously served on the board of Collectors Universe, Inc. until its take private acquisition in 2021. Ms. Leite is a member of the National Human Resources Association and the Society for Human Resources Management, and is a longstanding supporter of organizations dedicated to helping

TABLE OF CONTENTS

women and their children, as well as victims of domestic abuse and human trafficking. Ms. Leite earned a bachelor’s degree in management at Rhode Island College and a master’s degree in Organizational Management from Capella University. Ms. Leite brings extensive experience in human resources strategy and operations in the technology sector at fast-growing companies, has a track record of successfully leading organizations through periods of rapid growth and has a deep understanding of human capital management, which have proved invaluable through her work as an advisor to CEOs and senior executives on a variety of organizational issues and, as a result, brings these competencies to our Board. The Board believes that these competencies make her a valuable member of our Board.

Independence Status

The listing standards of the Nasdaq Global Select Market (“Nasdaq”) require that, subject to specified exceptions, the board of a listed company be composed of a majority of independent directors, each member of a listed company’s Audit Committee and Compensation Committee be independent, and that director nominees be selected or recommended for a board’s selection by an independent Nominating Committee or by a majority of the independent directors. Audit Committee members are also required to satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and Compensation Committee members are also required to satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act.

Our Board has affirmatively determined that each of 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, 2024, our Board held six meetings, our Audit Committee held four meetings and our Compensation and Nominating Committee held four meetings. 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 2024, each director attended at least 75% of an aggregate of the total number of meetings of the Board during such director’s tenure and the total number of meetings held by all of the committees of the Board on which the director served during such director’s tenure.

Our Board has a standing Audit Committee and a standing Compensation and Nominating Committee. The composition, duties, and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Board Member	Audit Committee	Compensation and Nominating Committee
David Breach		X
Andre Durand	X
Michael Fosnaugh		X
Virginia Gambale	X
Charles Guan
Dean Hager
Kevin Klausmeyer	X (Chair)
Vina Leite		X (Chair)
Christina Lema
John Strosahl
Martin Taylor		X

Upon Ms. Gambale’s departure from the Board effective at the Annual Meeting, we expect our Board to appoint a replacement to fill the vacancy left in the Audit Committee as soon as practicable, and in any

TABLE OF CONTENTS

case, prior to the end of the cure period afforded by the Nasdaq listing rules with respect to the requirements relating to the composition of our Audit Committee.

Audit Committee

The Audit Committee is responsible for, among other matters:

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

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

reviewing our policies on risk assessment and risk management (including those related to cybersecurity);

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;

reviewing the adequacy of our internal control over financial reporting;

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

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;

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

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

10.

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

11.

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

Our Board has affirmatively determined that each of Ms. Gambale and Messrs. Klausmeyer and Durand meets the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Exchange Act and applicable Nasdaq listing standards. In addition, our Board has 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:

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

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;

reviewing and approving the compensation of our other executive officers;

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

TABLE OF CONTENTS

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

annually reviewing, and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq;

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

overseeing and administering our compensation and similar plans;

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, periodically reviewing 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 responsibilities, and compositions of the committees of our Board.

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

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

Board Leadership Structure

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

Chair / Chief Executive Officer

Our Bylaws provide that a majority of the directors nominated or designated for nomination by Vista may designate the Chair of the Board for so long as Vista beneficially owns at least 30% or more of our Voting Stock. Mr. Fosnaugh has been our Chair since November 2020. Mr. Fosnaugh has extensive knowledge and experience in a variety of relevant areas acquired through his professional and other experiences, including technology, finance, marketing, business transactions, and mergers and acquisitions. This knowledge and experience gives Mr. Fosnaugh the insight necessary to navigate the responsibilities of strategic development and execution and provide overall guidance to our Chief Executive Officer as to the Board’s views and perspectives.

TABLE OF CONTENTS

With respect to the roles of Chair of the Board and Chief Executive Officer, our Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The roles of Chair of the Board and Chief Executive Officer are currently separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chair of the Board and the Chief Executive Officer, streamlines decision-making, and enhances accountability. The Board believes that, at this time, separating the roles of Chair and Chief Executive Officer is the most effective leadership structure because it allows Mr. Strosahl to focus on the management of the Company, day-to-day operations, and engaging with external stakeholders, while Mr. Fosnaugh focuses his attention on the broad strategic issues considered by the Board, leveraging his strong public company background to provide strategic guidance and effective oversight of management, engaging with the Chief Executive Officer between Board meetings and providing guidance to Mr. Strosahl.

Performance Evaluation

The Board recognizes that a thorough, constructive evaluation process enhances the Board’s effectiveness and is an essential element of good corporate governance. Each year, our Compensation and Nominating Committee conducts a performance evaluation to determine whether the Board, its committees, and the directors are functioning effectively. The evaluation process focuses on the contributions to Jamf by the Board and each standing committee of the Board, with an enhanced focus on areas in which the Board or management believes could improve. Written questionnaires solicit feedback on a range of issues, including Board and committee structure and composition; meeting process and dynamics; execution of key responsibilities; interaction with management; interaction with advisors and other parties, such as auditors; and information and resources. Director suggestions for improvements based on evaluation results, as well as to evaluation questionnaires and process, are considered for incorporation for the following year.

Insider Trading Policy; Hedging and Pledging Transactions

We have adopted an Insider Trading Policy that is designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq listing standards. Our Insider Trading Policy prohibits the trading of our securities on the basis of material, non-public information (except pursuant to an approved Rule 10b5-1 trading plan), establishes regular blackout periods wherein certain designated employees are prohibited from trading in our securities, specifies procedures for seeking clearance to trade by certain designated employees, requires that all insider Rule 10b5-1 trading plans comply with applicable law, including with respect to cooling off periods and provides for consequences of violating the Insider Trading Policy or the federal securities laws. Pursuant to our Insider Trading Policy, we prohibit our employees, directors, and officers from engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, without specifical approval from the Legal Department. 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, subject to specific written approval from the Legal Department. A copy of our Insider Trading Policy was filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Risk Oversight

Our management team is responsible for the day-to-day management of risks we face, while our Board, assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to ensure the risk management processes our management team has designed and implemented are appropriate and functioning adequately. To that end, our Board believes that open communication between our management team and the Board is essential for effective risk management and oversight. Our Chief Executive Officer and other members of the senior management team attend the meetings of our Board and its committees, as well as such other meetings as the Board or its committees deem appropriate, where, among other topics, they discuss strategy and key risks facing the Company. In this respect, our full Board reviews strategic and operational risk in the context of reports from our management team and evaluates the risks inherent in significant transactions and events.

TABLE OF CONTENTS

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 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 review of the operations of our business, our full Board addresses the primary risks associated with our business, such as strategic planning. Our Board appreciates the evolving nature of our business and industry and is actively involved with monitoring new threats and risks as they emerge, especially with respect to cybersecurity, privacy, and information security given the nature of our business.

While our full Board has overall responsibility for risk oversight, our Board committees help fulfill those oversight responsibilities in certain areas of risk. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, tax, liquidity risk, cybersecurity, and other financial and audit related risks. The Audit Committee discusses with our management team, along with our independent registered public accounting firm, Ernst & Young LLP, on a quarterly basis, guidelines and policies with respect to risk assessment and risk management, reviews our major financial risk exposures, and evaluates the steps our management team has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis, such as risk associated with internal control over financial reporting, liquidity risk, the timely detection and mitigation of the effects of cybersecurity threats or incidents to Jamf, and other financial and audit-related risks. Our Compensation and Nominating Committee oversees the design and implementation of our compensation policies and programs and monitors the incentives created by these policies and programs. In addition, our Compensation and Nominating Committee oversees our major corporate governance risks, including through monitoring the effectiveness of the Company’s ESG efforts and compliance with our Corporate Governance Guidelines. Our Compensation and Nominating Committee regularly reviews our compensation policies and practices, including the risks created by our compensation plans. We are committed to ensuring our Board and its committees are consistently updated on threats to our business and receive consistent updates on risk mitigation processes.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. Our Code of Ethics is available on the investor relations section of our website at https://ir.jamf.com/corporate-governance/governance-highlights. We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K with respect to 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 900
Minneapolis, MN 55401
ATTN: Board of Directors
c/o Chief Legal Officer and Secretary

TABLE OF CONTENTS

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 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 2024, we continued our commitment to innovation and responsible business practices through the release of our third Purpose and Impact Report, which provides additional information on our key ESG programs and commitments. Our Purpose and Impact Report is available on the Corporate Responsibility section of our website. Website references in this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein. While we believe that our ESG goals align with our long-term growth strategy and financial and operational priorities, they are aspirational and may change, and there can be no assurance that they will be met.

TABLE OF CONTENTS

EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who serve as executive officers of Jamf as of April 14, 2025:

Name	Age	Position
John Strosahl	58	Chief Executive Officer
Elizabeth Benz	46	Chief Sales Officer
Michelle Bucaria	54	Chief People Officer
Linh Lam	42	Chief Information Officer
Jeff Lendino	54	Chief Legal Officer
David Rudow	56	Chief Financial Officer
Beth Tschida	56	Chief Technology Officer
Jason Wudi	46	Chief Innovation Officer

John Strosahl is the Chief Executive Officer and a member of our Board. His biography can be found above under “ Continuing Directors.”

Elizabeth Benz has served as Jamf’s Chief Sales Officer since March 2023, and previously served in various sales leadership roles since joining Jamf in 2017, including as Jamf’s Senior Vice President of Revenue. Prior to joining Jamf, Ms. Benz held a series of sales leadership roles in the technology space, and she brings over 18 years leading and developing sales teams to her role on Jamf’s senior leadership team. Ms. Benz has a B.S. in finance from North Carolina State University and an MBA from The Carlson School of Business at the University of Minnesota.

Michelle Bucaria has served as Chief People Officer at Jamf since May 2022. Prior to joining Jamf, Ms. Bucaria served as the Chief People Officer at PointClickCare from March 2021 until May 2022. Before PointClickCare, Ms. Bucaria was Chief Human Resources Officer at Teladoc Health from February 2018 to January 2021, where she built and scaled the human resource function and developed a people strategy to help scale the business. Prior thereto, Ms. Bucaria spent 25 years at J.P. Morgan Chase, serving in a variety of executive human resources and recruiting roles. Ms. Bucaria’s career has been dedicated to collaborating with leaders to grow their businesses through talent acquisition, employee engagement, career development, and diversity and inclusion. With experience overseeing global mergers and acquisitions, Ms. Bucaria has successfully overseen organizational culture integration and has scaled human resource operations. She holds a B.S. in business administration from Boston College.

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.

David Rudow has served as the Chief Financial Officer at Jamf since November 2024. Most recently, Mr. Rudow served as Chief Financial Officer of Cover Genius since August 2023. Prior to that, Mr. Rudow served as Chief Financial Officer of Unite Us from January 2023 to August 2023, Chief Financial Officer at nCino from October 2019 to January 2023, and Senior Vice President, Finance at CentralSquare Technologies from January 2018 to October 2019. Earlier in his career, Mr. Rudow held several senior level

TABLE OF CONTENTS

positions at various investment banking and financial services firms, including Piper Jaffray, J.P. Morgan, and Thrivent Asset Management. He is also a Certified Public Accountant and worked at global accounting and consulting firms KPMG and PricewaterhouseCoopers. Mr. Rudow holds a Master of Business Administration in Finance and Accounting from the University of Chicago, Booth School of Business and a Bachelor of Science in Business Administration and Accounting from the University of Illinois, Chicago.

Beth Tschida has served as the Chief Technology Officer at Jamf since January 2022. Prior to this role, Ms. Tschida served as a Senior Vice President of Engineering from August 2018 until January 2022. Since joining Jamf, Ms. Tschida has rapidly scaled Jamf’s global engineering organization and expanded Jamf’s product delivery capabilities across its Apple Enterprise Management platform. Prior to joining Jamf, Ms. Tschida spent over 20 years at various Fortune 100 companies, leading technology teams within the financial services industry, with experience in digital transformations, mergers and acquisitions, and internal business systems development. Ms. Tschida has a bachelor’s degree from the University of Minnesota, Carlson School of Management.

Jason Wudi has served as the Chief Innovation Officer at Jamf since March 2023. Prior to that, Mr. Wudi served in various roles at Jamf since joining the Company in 2006, including Chief Strategist, Chief Technology Officer, Chief Cultural Officer, and the Director of Services and Support. Prior to his roles at Jamf, Mr. Wudi worked in the information system services department at the University of Wisconsin-Eau Claire. Mr. Wudi holds a bachelor’s degree in Information Systems from the University of Wisconsin-Eau Claire.

TABLE OF CONTENTS

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 our CEO and CFO) who were serving as executive officers of the Company on December 31, 2024 (who, along with our CEO, CFO, and former CFO we refer to as our Named Executive Officers (“NEOs”)). For 2024, our NEOs are:

Name			Principal Position
John Strosahl			Chief Executive Officer and Director
David Rudow(1)			Chief Financial Officer
Elizabeth Benz			Chief Sales Officer
Linh Lam			Chief Information Officer
Beth Tschida			Chief Technology Officer
Ian Goodkind(2)			Former Chief Financial Officer

(1)

Mr. Rudow was appointed CFO, effective November 28, 2024.

(2)

Mr. Goodkind departed from his position as CFO, effective November 28, 2024.

Business Overview and 2024 Performance Highlights

Below is a summary of key financial and operational performance highlights for 2024:

•

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 $646.0 million as of December 31, 2024, an increase of 10% year-over-year.

•

Achieved 17% year-over-year growth in security ARR, to $156.0 million as of December 31, 2024, representing 24% of our total ARR.

•

Our total revenue was $627.4 million for the year ended December 31, 2024, an increase of 12% year-over-year.

•

Our gross profit was $486.1 million for the year ended December 31, 2024, compared to $434.5 million for the year ended December 31, 2023. Our non-GAAP gross profit was $512.8 million for the year ended December 31, 2024, compared to $460.1 million for the year ended December 31, 2023.

•

Our operating loss was $69.1 million for the year ended December 31, 2024, compared to operating loss of $115.2 million for the year ended December 31, 2023. Our non-GAAP operating income was $103.1 million for the year ended December 31, 2024, compared to $45.4 million for the year ended December 31, 2023.

•

Our cash flow provided by operations was $31.2 million for the year ended December 31, 2024, compared to $36.0 million for the year ended December 31, 2023.

•

We successfully executed our CFO transition following Mr. Goodkind’s departure and Mr. Rudow’s appointment as CFO, effective November 28, 2024. See “— CFO Transition” below.

•

We ended the year with 33.2 million devices on our platform.

•

We ended the year serving more than 76,500 customers.

•

We once again 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.

TABLE OF CONTENTS

We believe that the efforts of our NEOs were critical to our financial and operational successes in 2024.

GAAP means U.S. generally accepted accounting principles. Non-GAAP gross profit and non-GAAP operating income are non-GAAP measures that exclude the impact of certain items. This non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. For more information, including reconciliations of each non-GAAP measure to the applicable GAAP measure, please refer to Appendix A of this Proxy Statement.

CFO Transition

Mr. Goodkind departed from his position as our CFO, effective November 28, 2024. In connection with Mr. Goodkind’s departure, we appointed David Rudow to succeed Mr. Goodkind, effective November 28, 2024. The key terms of the CFO transition are summarized below:

•

Mr. Goodkind was eligible to receive his annual bonus payment for the 2024 fiscal year, which bonus payment was pro-rated up to the separation date and paid in a lump sum pursuant to our general bonus payment policies for executive-level employees;

•

Mr. Goodkind received a severance payment equal to six months of base salary;

•

Subject to providing cooperation services to ensure a smooth transition and providing ongoing support through June 15, 2025, (i) Mr. Goodkind will continue to vest in his outstanding restricted stock unit awards through June 15, 2025 and (ii) within 30 days following June 15, 2025, Mr. Goodkind will receive a lump sum cash payment of $90,000; and

•

Mr. Goodkind reaffirmed his commitment to the restrictive covenants under his employment letter agreement.

2024 Executive Compensation Program Highlights

Highlights of our 2024 executive compensation program include:

•

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

•

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

•

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

•

Competitive benefits that enable our executives to maintain their health and welfare, and to save for their retirement.

Overview of our Executive Compensation Program

Our executive compensation program is designed to help us attract, retain, and incentivize talented executives, to closely align pay with performance, and to align the interests of our NEOs with those of our shareholders. To further these goals, we tie a meaningful portion of our NEOs’ compensation to the attainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. In addition, we grant equity-based compensation to align the interests of our NEOs with those of our shareholders.

TABLE OF CONTENTS

The compensation of our NEOs in 2024 consisted of the following elements:

Compensation Element	Purpose	Features
Base salary	To provide a fair and competitive base level of compensation for services rendered	Fixed annual salary targeted at the 50th percentile of our peer group
Annual Short-Term Incentive Compensation	To motivate and reward for achievements relative to our goals and expectations for each fiscal year	Annual cash incentive opportunity with payment of a targeted amount contingent on achievement of corporate financial results, with payout on a sliding scale depending on over- or under-achievement of corporate financial results
Equity Incentive Compensation	To align executives’ interests with those of our shareholders and provide an incentive for our executives to remain with us	RSUs that vest over time, the values of which rise as our stock price rises, and that align the interests of our executives with those of our shareholders, generally targeted at the 50th percentile of our peer group
Other Benefits	To provide market-competitive benefits to enable our executives to maintain their health and welfare, and to save for their retirement	Benefit plans such as medical, dental, and life insurance plans; 401(k) plan; we provide limited executive perquisites and supplemental executive benefits

In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with shareholder interests and with market best practices:

	What We Do			What We Don’t Do
	✓ Maintain an industry-specific peer group for benchmarking pay			× Allow hedging or pledging of equity
	✓ Target pay based on market norms			× Allow for re-pricing of option awards
	✓ Deliver executive compensation primarily through performance-based cash compensation and RSUs that increase in value based on our share performance			× Provide excessive perquisites
	✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees			× Provide supplemental executive retirement plans
	✓ Align performance goals for the NEOs with those of the employees generally			× Offer dividend equivalents on unearned RSUs
	✓ Consult with an independent compensation consultant on compensation levels and practices			× Provide guaranteed incentive payments
	✓ Maintain a clawback policy that complies with Nasdaq’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder

TABLE OF CONTENTS

We believe that these features of our executive compensation program benefit the Company as a whole and serve to increase the alignment of incentives between our NEOs and our shareholders.

Process for Determining NEO Compensation

The Compensation and Nominating Committee

The Compensation and Nominating Committee (or, as used in this Compensation Discussion and Analysis and the compensation tables that follow, the “Committee”) oversees our executive compensation program and is responsible for approving the nature and amount of the compensation paid to our NEOs and for generally overseeing our equity compensation plans and awards. As described below, the Committee also works with members of management and obtains advice from an independent compensation consultant in the course of making its compensation decisions.

The Role of Management

Together, our CEO and Chief People Officer (“CPO”) typically review the design of our executive compensation program, working with internal resources, as well as our independent compensation consultant. Based on this review, management may recommend modifications to the executive compensation program for the Committee’s consideration. In addition, our CEO and CPO provide the Committee with an assessment of the Company performance and individual performance of each NEO (other than themselves). Based on this assessment, our CEO and CPO will make recommendations to the Committee regarding the compensation of such NEOs, including the appropriate split between each of the different elements of compensation. In preparing compensation recommendations, our CEO, CPO, and other members of management involved in the compensation process review market compensation data, consisting of peer group data and other supplementary third-party survey data, and benchmark the compensation for our NEOs against such data.

Independent Compensation Consultant

In connection with the design and oversight of our compensation program, the Committee has retained Radford, an independent compensation consulting firm, to provide advice on a broad range of executive and non-employee director compensation-related matters, including the development of a peer group for compensation-setting purposes, and assistance in determining an approach to both equity-based compensation generally as well as competitive levels of cash and equity compensation for our NEOs and non-employee directors. After consideration of the independence assessment factors provided under the Nasdaq listing standards, it was determined that Radford was independent and that the work it performed during 2024 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.

TABLE OF CONTENTS

Based on these criteria, our peer group for 2024, as approved by our Committee, was comprised of the following 22 companies:

Altair Engineering	Dynatrace	PagerDuty	Sprout Social
Appfolio	Elastic	Paylocity	SPS Commerce
Asana	Everbridge	Q2	Varonis Systems
Blackline	Five9	Rapid7	Workiva
Ceridian HCM	nCino	SentinelOne
Domo	New Relic	Smartsheet

The Committee believes that the compensation practices of our 2024 peer group provided us with appropriate compensation data for evaluating the competitiveness of the compensation of our NEOs during 2024.

Notwithstanding the similarities of the 2024 peer group to Jamf, due to the nature of our business and our industry, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater compensation potential. In 2024, cash compensation for our executive officers was generally targeted at the 50th percentile of our 2024 peer group and long-term equity incentive compensation was generally targeted at the 50th percentile of our 2024 peer group. Although the executive compensation was generally targeted per the above, other criteria may be considered, including market factors, the experience level of the executive, and the executive’s performance against established company and individual goals, in determining variations to this general target range.

Consideration of Say-On-Pay Advisory Vote

Because we value the opinions of our shareholders, the Board and the Committee will consider the outcome of the most recent and future Say-on-Pay voting results as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future.

Pay Mix

Our Committee oversees the general mix of the elements of our executive compensation programs. It does not target a specific mix of value for the compensation elements within these programs in either the program design or pay decisions. Rather, our Committee reviews the mix of compensation elements to ensure that performance-based compensation is appropriately apportioned to the short-term and long-term to ensure alignment with our business goals, performance and shareholder interests.

Components of Our NEO Compensation Program

Base Salary

Each of our NEOs is paid a base salary. The Committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual NEO’s skills, experience, and role. Base salaries are established based on a review of peer group data, if available for a particular position, and other third-party data obtained by our independent compensation consultant; internal pay equity; and each NEO’s skill set, experience, role, responsibilities, and prior year performance. Such base salaries are reviewed annually, and may be adjusted based on such factors and the recommendations of our CEO and CPO, except with respect to our CEO’s own base salary. The Committee sets our CEO’s base salary. The table below sets forth the annual base salaries for 2024 for each of our NEOs:

TABLE OF CONTENTS

Name	2023 Base Salary ($)		2024 Base Salary ($)		% Change
John Strosahl		550,000		550,000		—
David Rudow(1)		—		450,000		—
Elizabeth Benz(1)		—		310,000		—
Linh Lam		306,000		320,000		4.6
Beth Tschida		306,100		330,000		7.8
Ian Goodkind(2)		345,000		360,000		4.3

(1)

Mr. Rudow and Ms. Benz were not NEOs for 2023.

(2)

The amounts shown reflect the annual base salary in effect prior to Mr. Goodkind’s departure date. Mr. Goodkind departed from his position as Chief Financial Officer, effective November 28, 2024, and his salary was prorated to his separation date, as reported in the Summary Compensation Table.

Annual Short-Term Cash Incentive Plan

Our annual short-term cash incentive plan for the 2024 fiscal year (the “2024 ACIP”) motivates and rewards our executives for achievements relative to our goals and expectations for each fiscal year. Each NEO has a target cash incentive award opportunity, defined as a percentage of his or her annual base salary (see “— 2024 ACIP NEO Award Targets and Payouts” for each NEO’s target percentage). The dominant considerations in evaluating performance under the 2024 ACIP are our financial performance relative to our plan and achievement of corporate objectives for the year; though our Committee may also consider the individual NEO’s handling of unplanned events and opportunities, as well as the CEO’s input with respect to the performance of our Company and other executives, as appropriate.

Target cash incentive award opportunities are generally determined with respect to the same corporate objectives and formula for all employees eligible to participate under our 2024 ACIP, including our NEOs, and represent a specific percentage of annual base salary.

2024 Performance Targets

The Committee determines the applicable performance metrics and the performance goals for our ACIP on an annual basis, taking into account, among other things, input from management, our annual operating plan and technical roadmap, and performance projections provided by us to the financial investment community. Our performance goals are set to be challenging, yet achievable. The selected performance 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 2024 ACIP would depend on the Company’s achievement of ARR and non-GAAP operating income margin targets for 2024 as follows:

Measure	Threshold Value	On-Target Value	Weighting
ARR	$638.0 million	$663.0 million	60%
Non-GAAP operating income margin*	14.4%	15.4%	40%

Represents Non-GAAP operating income divided by revenue. Non-GAAP operating income is calculated as operating loss, adjusted for amortization expense, stock-based compensation expense, acquisition-related expense, acquisition-related earnout, offering costs, payroll taxes related to stock-based compensation, system transformation costs, restructuring charges, and extraordinary legal settlements and non-recurring litigation costs.

TABLE OF CONTENTS

Under the 2024 ACIP, no cash award was payable with respect to a particular measure (ARR or non-GAAP operating income margin) if the percentage achievement was below the threshold (50%) for the applicable target. At threshold attainment, payout begins at 50% of the target bonus. From threshold to maximum attainment for each performance metric, the payout rate rises linearly from 50% to a maximum of 200% for each performance metric at its applicable weighting percentage.

For each of Messrs. Rudow and Goodkind and Mses. Benz, Lam, and Tschida, 80% of their target cash incentive award opportunity under the 2024 ACIP was based on achievement under the corporate performance metrics set forth above and 20% of their target cash incentive award opportunity was based on the individual qualitative and quantitative performance of such NEOs. The Committee has included the individual performance factor for these NEOs in order to incentivize performance within the NEO’s functional area.

For each of our NEOs, their cash incentive award payout under the 2024 ACIP as set forth above was subject to a potential reduction of up to 10% and an additional potential stretch pay-out of up to 5% based on certain culture and leadership goals with respect to Jamf employee resource group support and Jamf employee training and development. The Committee included these additional metrics to incentivize culture and leadership performance goals at the Company.

In addition, Ms. Benz was eligible for commissions payable of up to 80% of her base salary based on the achievement of certain growth ARR and total ARR targets.

2024 ACIP NEO Award Targets and Payouts

The Committee determined that the Company had achieved ARR performance of $646.0 million and non-GAAP operating income margin performance of approximately 16.4%, each as described above under “— 2024 Performance Targets.” Accordingly, the weighted payout for its executive officers was approximately 98% of target.

The applicable performance goals under the 2024 ACIP for Mr. Rudow and Mses. Benz, Lam, and Tschida were satisfied at target. In addition, each of our NEOs satisfied the target performance goals under the culture and leadership component. Accordingly, each of our NEO’s cash incentive awards under the 2024 ACIP were paid at 98% of target without further adjustment.

Ms. Benz earned $236,170 in commissions payments based on achievement against her sales-performance metrics.

In light of such achievement, the actual cash incentive award amounts under the 2024 ACIP were approved by our Committee and paid to our NEOs, as set forth in the table below.

Named Executive Officer	2024 Target Cash Incentive Award (% of 2024 Base Salary)(1)		2024 Target Cash Incentive Award Opportunity ($)(1)		2024 Actual Cash Incentive Award Payment ($)(1)
John Strosahl(2)		100%		550,000		539,000
David Rudow(2)		70%		55,943		54,824
Elizabeth Benz(2)(3)		20%		61,623		60,390
Linh Lam(2)		55%		171,664		168,231
Beth Tschida(2)		55%		176,136		172,614
Ian Goodkind(2)		75%		267,879(4)		241,402(5)

(1)

ACIP payouts are prorated based on salary adjustments made across the fiscal year. The cash incentive award opportunity and award amounts are calculated using the NEO’s target award percentage multiplied by their eligible base earnings in the calculation period.

TABLE OF CONTENTS

(2)

Target payout under the 2024 ACIP reflects (i) target achievement under the corporate performance component of the 2024 ACIP, (ii) for each of Messrs. Rudow and Goodkind and Mses. Benz, Lam, and Tschida, target achievement under such NEO’s individual performance component, and (iii) target achievement under the leadership and culture component.

(3)

In addition, Ms. Benz earned $236,170 in commissions as described above under “— 2024 Performance Targets.”

(4)

Reflects Mr. Goodkind’s target bonus for 2024.

(5)

Pursuant to the Mr. Goodkind’s Transition and Separation Agreement, Mr. Goodkind’s actual 2024 ACIP payment was calculated based on Mr. Goodkind’s base salary of $360,000 for 2024, prorated through his departure date of November 28, 2024.

Long-Term Equity Incentive Awards

The Committee believes that in order to appropriately incentivize NEOs to create shareholder value, a significant portion of our NEOs’ compensation should be in the form of equity-based compensation. Our long-term incentive program is designed to tie compensation realized to stock price performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning NEO pay with value creation on behalf of shareholders.

2024 Equity Grants

In 2024, the Committee approved the grant of RSUs to each of our NEOs in connection with our annual equity program, as well as a one-time new hire grant to Mr. Rudow in connection with his appointment to CFO. The RSUs vest ratably over four years from the date of grant based on the NEO’s continued employment through each vesting date. The vesting of the RSUs may be accelerated under certain prescribed circumstances. Each RSU corresponds in value to a single share of our common stock. On each vesting date, the number of RSUs that vest will be distributed in an equivalent number of shares of our common stock less any shares utilized to satisfy payroll tax obligations.

The Committee granted RSUs to our NEOs in connection with our annual equity program to align the interests of our NEOs with those of our shareholders (since the value of RSUs is tied to our share performance) and to encourage retention through time-based vesting. In particular, the Committee considers competitive RSU grants to be an effective long-term incentive that drives retention and continuity in our executive management team.

The Committee set the target grant date equity value of the awards for each NEO based on the factors described above, and in connection with setting such targets the Committee engaged Radford to provide competitive market data and analysis based on a select group of peers and companies and published compensation survey data, as well as information about current market practices and trends. The grant date equity value of the 2024 RSUs granted to each of our NEOs in connection with our annual program, as well as one-time grants are set forth below.

Named Executive Officer	Grant Date	Grant Date Fair Value of Stock Awards ($)(1)
John Strosahl	March 15, 2024		5,999,997
David Rudow	November 15, 2024		5,999,990
Elizabeth Benz	March 15, 2024		2,299,992
Linh Lam	March 15, 2024		1,499,999
Beth Tschida	March 15, 2024		3,179,984
Ian Goodkind	March 15, 2024		2,499,999

(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

TABLE OF CONTENTS

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 year ended December 31, 2024. 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.

Option Awards

In response to Item 402(x)(1) of Regulation S-K, the Company has not granted any new awards of stock options, stock appreciation rights, or similar option-like instruments since 2019. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

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, participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan subject to applicable annual limits under the Internal Revenue Code of 1986, as amended. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employee elective deferrals are 100% vested at all times. We also provide a 3% employer contribution. As a U.S. tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan and all contributions are deductible by us when made. Our NEOs participate in our 401(k) plan on the same basis as other eligible employees. We do not maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans that cover our NEOs.

All of our full-time U.S. employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical and dental benefits, life insurance benefits, and short-term and long-term disability insurance. Our NEOs participate in these plans on the same basis as other eligible employees. We do not maintain any supplemental health or welfare plans for our NEOs.

We provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual NEO in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment, motivation, or retention purposes. Such perquisites include tax-gross up payments in respect of travel expenses and other perquisites.

Change in Control and Severance Benefits

We have entered into letter agreements with each of our current NEOs, which provide for severance payments and benefits in connection with certain terminations of employment. In addition, the stock awards granted to our NEOs would vest in connection with a qualifying termination of employment following a change in control. For more information on the payments and benefits provided to our NEOs in connection with certain terminations or a change in control, see “Potential Payments Upon Termination or Change in Control.”

Compensation Risk Assessment

The Committee regularly reviews our compensation policies and practices, including the risks created by our compensation plans, and has concluded that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Tax and Accounting Considerations

The Committee considers the tax and accounting consequences of compensation paid under our executive compensation program. However, the Committee believes that its primary responsibility is to maintain an executive compensation program that attracts, retains, and rewards our NEOs. Accordingly,

TABLE OF CONTENTS

the Committee has paid, and may continue to pay, in its discretion, compensation that is not fully deductible or is limited as to tax deductibility.

Clawback Policy

The Board adopted a Clawback Policy (the “Clawback Policy”) that complies with Nasdaq’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the Clawback Policy requires that covered executives must reimburse the Company or forfeit any excess incentive-based compensation “received” (as defined under the clawback rules) by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Executives covered by the Clawback Policy are current and former executive officers, as determined by the Committee in accordance with Section 10D of the Exchange Act and the Nasdaq listing standards. Incentive-based compensation subject to the Clawback Policy includes any cash or equity compensation that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The Clawback Policy only applies to incentive-based compensation received on or after October 2, 2023.

TABLE OF CONTENTS

COMPENSATION COMMITTEE REPORT

The Compensation and Nominating Committee has reviewed and discussed the “Compensation Discussion and Analysis” disclosure with management. Based on this review and discussion, the Compensation and Nominating Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in the Proxy Statement distributed in connection with the Annual Meeting.

The Compensation and Nominating Committee:

Vina Leite, Chair

David Breach

Michael Fosnaugh

Martin Taylor

The information contained in this compensation committee report shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act. No portion of this compensation committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that Jamf specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

TABLE OF CONTENTS

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 2024 and, if applicable, 2023 and 2022.

Name and principal position	Year		Salary			Bonus		Nonequity Incentive Plan Compensation(1)			Stock Awards(2)			All Other Compensation(3)			Total
John Strosahl, Chief Executive Officer(4)		2024		$	550,001		—		$	539,000		$	5,999,997		$	17,373		$	7,106,371
		2023		$	390,118		—		$	373,004		$	9,249,991		$	13,505		$	10,026,618
		2022		$	317,522		—		$	263,493		$	3,253,029		$	9,267		$	3,843,311
David Rudow, Chief Financial Officer(5)		2024		$	60,577		—		$	54,824		$	5,999,990		$	1,252		$	6,116,643
Elizabeth Benz, Chief Sales Officer		2024		$	307,693		—		$	296,560		$	2,299,992		$	14,991		$	2,919,236
Linh Lam, Chief Information Officer		2024		$	316,769		—		$	168,231		$	1,499,999		$	10,474		$	1,995,473
		2023		$	306,000		—		$	142,749		$	1,499,987		$	9,999		$	1,958,735
		2022		$	304,847		—		$	123,463		$	2,142,026		$	9,267		$	2,579,603
Beth Tschida, Chief Technology Officer		2024		$	324,486		—		$	172,614		$	3,179,984		$	10,395		$	3,687,479
		2023		$	304,924		—		$	142,796		$	2,149,990		$	9,999		$	2,607,709
Ian Goodkind, Former Chief Financial Officer(6)		2024		$	341,308		—			—		$	2,499,999		$	431,843		$	3,273,150
		2023		$	345,000		—		$	241,414		$	2,149,990		$	13,505		$	2,749,909
		2022		$	294,216		—		$	146,967		$	1,384,915		$	9,267		$	1,835,365

(1)

Represents the actual amounts earned by each of our NEOs under the 2024 ACIP as described above under “Compensation Discussion and Analysis — Annual Short-Term Cash Incentive Plan.”

(2)

Amounts represent the grant date fair value of RSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 2024 were the following items:

Name	Tax Gross-Ups			Employer Contributions to 401(k) Plan			Life Insurance Premiums			Severance Payments		Total
John Strosahl		$	6,924		$	10,350		$	99		—		$	17,373
David Rudow

SEC Form DEF 14A filed by Jamf Holding Corp.