Dean Hager
About Dean Hager
Dean Hager (age 58) is a Class II director of Jamf Holding Corp., serving on the Board since November 2017; he is Jamf’s former Chief Executive Officer (CEO) from 2015 until his retirement in September 2023. He holds a B.S. in computer science and mathematics from St. Cloud State University and an M.S. in management from St. Mary’s University. The Board cites his prior CEO experience at Jamf, CEO role at Kroll Ontrack, and executive roles at Lawson Software and IBM as core credentials supporting his nomination for a new term expiring at the 2028 Annual Meeting . He stood for re‑election in 2025 as a Class II director (term previously expiring 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jamf Holding Corp. | Chief Executive Officer | 2015–Sept 2023 | Led company through public company transition; Board highlights leadership and software industry experience . |
| Kroll Ontrack | Chief Executive Officer | Jan 2012–May 2014 | Led data recovery/e‑discovery solutions provider . |
| Lawson Software (acquired by Infor) | Various executive roles | Not disclosed | Public-company executive experience cited by Jamf Board . |
| IBM | Executive positions | Not disclosed | Technology and enterprise background . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Hager in the 2025 proxy . |
Board Governance
- Director class/tenure and term: Class II; director since 2017; term expiring at the 2025 Annual Meeting and nominated for a three‑year term through the 2028 Annual Meeting .
- Independence: The Board lists nine independent directors and identifies the CEO (John Strosahl) and former CEO (Dean Hager) as non‑independent; independent directors named do not include Hager .
- Committees and chair roles: No committee assignments are shown for Hager; he is not listed on the Audit Committee or the Compensation and Nominating Committee and holds no chair roles .
- Attendance: In 2024, each director attended at least 75% of total Board and applicable committee meetings; Board met six times; Audit met four times; Compensation and Nominating met four times .
- Shareholder vote in 2025: Re‑election received 101,970,517 “For,” 14,567,691 “Withheld,” and 7,602,251 broker non‑votes .
- Board structure dynamics: Board reduced from 11 to 9 directors following the 2025 Annual Meeting; Audit Committee vacancy from Virginia Gambale’s departure was filled by appointing Vina Leite after the meeting . Vista retains certain governance rights, including chair designation under thresholds specified in the Certificate/Bylaws .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Fees ($) | RSU Grant Date Fair Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | — (none disclosed for Hager) | 149,997 | 249,997 |
| Structure (FY2024) | 100,000 annual cash | +20,000 per committee chair (if applicable) | 150,000 annual RSUs | — |
Notes: Hager’s 2024 director pay aligns with the standard non‑employee, non‑Vista director program ($100k cash, $150k RSUs). Differences across directors in cash fees reflect chair retainers; no chair role is listed for Hager .
Performance Compensation (Director)
| Plan/Instrument | Performance Metrics | Weighting | Performance Period | Notes |
|---|---|---|---|---|
| Annual Director RSU Award | None disclosed for director awards (RSUs referenced, no performance criteria reported) | — | — | RSUs presented as annual equity component for directors; proxy cites grant date fair value methodology, not performance goals . |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public board service disclosed for Hager in 2025 proxy . |
Expertise & Qualifications
- Software/technology operator: Former CEO of Jamf and Kroll Ontrack; executive leadership at Lawson Software and IBM .
- Education: B.S. in computer science and mathematics (St. Cloud State University); M.S. in management (St. Mary’s University) .
- Board rationale: Board emphasizes his executive experience at public software companies and direct familiarity with Jamf’s operations as value-add to Board oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date | Unvested RSUs (Director Cohort Detail) |
|---|---|---|---|---|
| Dean Hager | 1,934,794 | 1.5% | April 14, 2025 | 256,130 (as of Dec 31, 2024; included within non‑employee directors’ unvested RSUs detail) |
| Shares Outstanding (reference) | 131,818,239 | — | April 14, 2025 | — |
Notes: Beneficial ownership reflects SEC rules including options/RSUs exercisable/vesting within 60 days; footnote detail not reproduced in excerpt. Unvested RSUs are disclosed for the non‑employee director group and individually, including Hager, as of 12/31/2024 .
Governance Assessment
- Independence and potential conflicts: Hager is not independent due to his status as former CEO; this can create perceived management influence on the Board. Mitigating factor: he holds no committee roles (particularly not Audit or Compensation), limiting direct influence over key oversight levers .
- Alignment via ownership: Material beneficial ownership (1.5% of outstanding) aligns incentives with shareholders; presence of significant unvested RSUs as of 12/31/2024 further ties value to equity outcomes .
- Board effectiveness signals: Strong shareholder support for his 2025 re‑election (over 100 million “For” votes vs ~14.6 million “Withheld”); 2025 say‑on‑pay support was also robust (109,822,950 For vs 6,548,555 Against), suggesting general investor confidence in governance and pay practices .
- Committee oversight: Not serving on Audit or Compensation & Nominating minimizes direct conflict risk; committee independence is emphasized (e.g., Comp & Nominating composed of directors determined independent under Rule 10C‑1) .
- Board structure and sponsor influence: Vista retains certain rights (e.g., ability to designate Chair under ownership thresholds); while not specific to Hager, sponsor rights shape governance context and may influence Board leadership dynamics .
RED FLAGS observed:
- Non‑independent status as former CEO (structural, not misconduct) .
No disclosures found of: related‑party transactions involving Hager; share pledging; hedging; legal proceedings; tax gross‑ups; or option repricings in the cited materials. If needed, a deeper scan of “Certain Relationships and Related Party Transactions” and Form 4 filings could further validate absence of conflicts .
Director Compensation (Detail)
| Component | 2024 |
|---|---|
| Annual Cash Retainer ($) | 100,000 |
| Committee Chair Retainer ($) | — (no chair role for Hager) |
| Equity Award ($, RSUs grant-date fair value) | 149,997 |
| Total ($) | 249,997 |
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal | For | Against | Abstain | Broker Non‑Vote | Meeting Date |
|---|---|---|---|---|---|
| 2025 Say‑on‑Pay | 109,822,950 | 6,548,555 | 166,703 | 7,602,251 | June 10, 2025 |
Election Result (Director)
| Nominee | For | Withheld | Broker Non‑Vote | Meeting Date |
|---|---|---|---|---|
| Dean Hager | 101,970,517 | 14,567,691 | 7,602,251 | June 10, 2025 |
Board Committees (2024–2025 Snapshot)
| Committee | Chair | Members (excerpt) | Hager Listed? |
|---|---|---|---|
| Audit | Kevin Klausmeyer | Klausmeyer; Gambale (until 2025 AGM); Durand; post‑AGM vacancy filled by Vina Leite | No |
| Compensation & Nominating | Vina Leite (Chair) | Leite; Breach; Fosnaugh; Taylor; all deemed independent under Rule 10C‑1 | No |
Summary View for Investors
- Non‑independent former CEO with substantial equity stake aligns with performance but may raise independence optics; lack of committee roles reduces conflict risk .
- Consistent director pay structure; no performance‑based metrics for director equity reported; no anomalies identified for 2024 .
- Strong 2025 shareholder support for both his re‑election and say‑on‑pay, indicating solid investor confidence in current governance and compensation frameworks .