David Breach
About David Breach
Jamf independent director; Age 58; director since July 2020; Class I term through 2027. President and Chief Operating Officer of Vista Equity Partners; former senior corporate partner at Kirkland & Ellis (founding partner of its San Francisco office). Education: BBA, Eastern Michigan University; J.D., University of Michigan (magna cum laude, Order of the Coif). Core credentials: private equity governance, corporate strategy, M&A, and portfolio oversight across multiple software assets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Equity Partners | President & COO; Co-CEO of VistaOne; Member, Executive Committee; Member, PE Management and Funds’ Investment Committees; VistaOne Investment Committee and Board | 2014–present | Firm governance, investment decision-making, portfolio oversight |
| Kirkland & Ellis LLP | Senior Corporate Partner; Member, 15-person global executive management committee; Founding partner of SF office | 2000–2014 | Built Northern California practice to 250+ employees; PE fund representation |
External Roles
| Company/Entity | Role | Public/Private | Notes |
|---|---|---|---|
| EagleView Technology Corporation | Director | Private (Vista portfolio) | Current board service |
| Solera Holdings, Inc. | Director | Private (Vista portfolio) | Current board service |
| STATS LLC (d/b/a STATS Perform) | Director | Private (Vista portfolio) | Current board service |
| DealerSocket, Mediaocean, Vertafore | Former Director | Private (Vista portfolio) | Prior board roles |
| Ping Identity Holding Corp. (PING) | Former Director | Formerly public | Prior to take-private in Oct 2022 |
| Datto Holding Corp. (NYSE: MSP) | Former Director | Formerly public | Prior to take-private in June 2022 |
| Cvent Holding Corp. | Former Director | Formerly public | Prior to take-private in June 2023 |
Board Governance
- Committee assignments: Compensation & Nominating Committee member; not on Audit Committee .
- Independence: Board determined Mr. Breach meets Nasdaq independence standards; Board is majority independent .
- Attendance and engagement: In 2024 the Board met 6 times; Audit 4; Compensation & Nominating 4. Each director attended at least 75% of Board and committee meetings during their tenure; directors are expected to attend the annual meeting .
- Board tenure and class: Class I director; term expires 2027 .
- Shareholder votes (say-on-pay as a signal of comp committee effectiveness):
- 2025 SOP vote: For 109,822,950; Against 6,548,555; Abstain 166,703; Broker non-votes 7,602,251 .
- 2024 SOP vote: For 111,615,286; Against 5,928,490; Abstain 10,609; Broker non-votes 5,213,347 .
- Governance structure and Vista influence:
- Vista director nomination agreement gives Vista proportional board and committee designation rights while ownership thresholds are met; Vista may designate Chair while owning ≥30% voting power; directors removable with/without cause depending on Vista ownership levels .
- Related party transactions policy requires Audit Committee review/approval; Audit oversees related-party review and key risk areas including cybersecurity and financial controls .
Fixed Compensation
| Component (Director Service) | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $0 | Representatives of Vista receive no compensation for service as directors |
| Equity (RSUs) | $0 | Representatives of Vista receive no equity for director service |
| Meeting/Chair fees | $0 | Not paid to Vista-affiliated directors |
For context, non-Vista, non-employee directors received $100,000 cash retainer; $20,000 committee chair fee; and $150,000 in RSUs in 2024 .
Performance Compensation
No performance-based compensation (options/PSUs/bonuses) is provided by Jamf for Vista-affiliated directors, including Mr. Breach .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Jamf board interlocks | Multiple Vista-affiliated directors serve on Jamf’s board (Breach, Fosnaugh, Lema, Taylor) . |
| Compensation Committee composition | Chair: Vina Leite; Members: David Breach, Michael Fosnaugh, Martin Taylor . Board states no compensation committee interlocks with other companies’ comp committees . |
| Related-party ecosystem | Jamf paid Vista Consulting Group $0.2m in 2024; purchased ~$1.1m of services from Vista-controlled companies; received ~$0.2m from Vista-controlled companies. Company believes terms comparable to third parties; Audit Committee reviews such transactions . |
Expertise & Qualifications
- Private equity governance, portfolio operations, firm management (Vista President & COO) .
- Corporate strategy, M&A, legal background from Kirkland & Ellis (global exec committee; SF office founder) .
- Board experience across numerous software and technology companies, including prior public boards (PING, MSP, Cvent) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David Breach (individual) | — | — | No individual beneficial ownership reported as of April 14, 2025 |
| Vista Funds (aggregate) | 45,358,762 | 34.4% | Significant shareholder; nomination/registration rights; influence over Chair designation |
Additional alignment policies:
- Insider trading policy prohibits hedging/pledging absent written approval from Legal; Rule 10b5-1 plans subject to cooling-off periods .
- No disclosure of any shares pledged or hedging by Mr. Breach .
Governance Assessment
Strengths
- Deep governance and transaction expertise relevant to Jamf’s software business; broad board experience across tech assets .
- Board-determined independence under Nasdaq; strong say-on-pay support in 2024 and 2025 indicates investor comfort with compensation oversight .
- Formal policy framework: related-party review by Audit; clawback policy compliant with Nasdaq; prohibition on hedging/pledging absent approval .
Risks and RED FLAGS
- Vista control dynamics: Vista retains significant ownership (34.4%) and nomination/Chair designation rights, resulting in multiple Vista-affiliated directors and potential influence over committee composition (including Compensation); this may raise perceived independence concerns despite formal independence determinations .
- Related-party exposure: Ongoing payments to Vista Consulting Group and transactions with Vista-controlled companies, though reviewed by Audit and stated to be on market terms, present recurring conflict-of-interest optics .
- Ownership alignment: No individually reported Jamf share ownership for Mr. Breach; alignment may be indirect through Vista funds rather than personal holdings .
Monitoring items for investors
- Track any changes to Vista ownership thresholds that alter director removal thresholds and Chair designation rights .
- Review future related-party transactions disclosures for scope and pricing; confirm continued Audit Committee oversight .
- Observe say-on-pay outcomes and any investor feedback regarding compensation committee independence given Vista-affiliated membership .