Jason Wudi
About Jason Wudi
Jason Wudi is Chief Innovation Officer at Jamf Holding Corp., appointed March 2023; he joined Jamf in 2006 and previously served as Chief Strategist, Chief Technology Officer, Chief Cultural Officer, and Director of Services & Support. He is 46 years old as of April 14, 2025 and holds a B.S. in Information Systems from the University of Wisconsin–Eau Claire . Company performance context: revenues grew from $478.8M (FY22) to $560.6M (FY23) to $627.4M (FY24) while GAAP net loss narrowed from $(141.3)M (FY22) to $(110.1)M (FY23) to $(68.5)M (FY24) ; EBITDA remained negative over the period (see table, values from S&P Global)*. Pay-versus-performance disclosure shows Company TSR trend via a $100 initial investment metric; for 2024 the Jamf TSR value was $35.84, with peer group TSR $260.74 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jamf Holding Corp. | Chief Strategist; Chief Technology Officer; Chief Cultural Officer; Director of Services & Support | Since 2006 (specific years not disclosed) | Long-tenured product/technology/culture leadership across Apple Enterprise Management platform |
| Jamf Holding Corp. | Chief Innovation Officer | Mar 2023–present | Drives innovation initiatives; executive leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Wisconsin–Eau Claire | Information Systems Services Department | Not disclosed | Early IT experience prior to joining Jamf |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $280,385 | $299,424 | $300,001 |
| Annual Cash Incentive Paid (NEIP) ($) | $163,327 | $121,267 | $139,950 |
Notes:
- 2023 base salary table confirms Mr. Wudi’s annual base salary at $300,000 .
- The 2024 proxy does not list Mr. Wudi in the 2024 NEO summary table; no 2024 salary/bonus disclosure for him.
Performance Compensation
Annual Cash Incentive Plan (ACIP) Structure and 2023 Outcomes
| Element | Metric/Term | Weighting/Target | Actual/Payout | Notes |
|---|---|---|---|---|
| 2023 ACIP Target Opportunity | Target $ | $150,000 | $139,950 paid | Threshold $22,500; Max $300,000 |
| Corporate Metric | Non-GAAP Operating Income Margin | 30% of target (2023) | Not disclosed | ACIP included potential -15% reduction tied to BIPOC representation objectives |
| DEI Component | BIPOC representation targets | Potential 15% reduction | Not disclosed | Applies to Wudi among other NEOs |
| 2024 ACIP reference | Non-GAAP Operating Income Margin | 40% of target (2024 plan design) | Not Applicable | Program design detail for context |
Long-Term Equity Incentives (RSUs)
| Grant Date | Instrument | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Mar 15, 2023 | RSU | 75,112 | $1,499,987 | Generally ratable annually over four years under 2020 Plan |
Outstanding Equity at FY2023 Year-End
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Option | Nov 21, 2017 | 133,900 | — | 5.49 | Nov 21, 2027 | — | — |
| Stock Option | Oct 10, 2019 | 74,250 | — | 8.21 | Oct 10, 2029 | — | — |
| RSU | Jun 1, 2021 | — | — | — | — | 61,472 | $1,110,184 |
| RSU | Mar 15, 2022 | — | — | — | — | 50,251 | $907,533 |
| RSU | Mar 15, 2023 | — | — | — | — | 75,112 | $1,356,523 |
Option/RSU Treatment on Change-of-Control (Merger Agreement, Oct 30, 2025)
- Vested RSUs at closing convert to cash equal to Per Share Price × RSUs; unvested RSUs convert into cash awards maintaining original vesting and acceleration terms, paid within 10 business days post-vesting .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned (#) | % of Outstanding | Vested vs Unvested | Notes |
|---|---|---|---|---|
| Apr 1, 2024 | 332,364 | <1% (asterisked in table) | Not broken out | From Security Ownership table; address and methodology per SEC rules |
Additional alignment/controls:
- Company policy disallows hedging or pledging of equity (What We Don’t Do) .
- 10b5-1 plan entered Sep 16, 2025 authorizes potential sale of up to 123,657 shares (including upon RSU vesting) from ~Dec 16, 2025 through earlier of full sale or May 1, 2026, indicating scheduled selling activity .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | At-will; standard confidentiality, invention assignment, non-solicit, non-compete, arbitration agreement for NEOs |
| Severance Periods | 6 months (without CIC); 12 months (with CIC) for Wudi |
| Potential Payments (as of 12/31/2023) | Non-CIC: Cash severance $150,000; Health care $14,396; Total $164,396. With CIC: Cash severance $450,000; Equity acceleration $3,374,240; Health care $28,792; Total $3,853,032 |
| Clawback Policy | Nasdaq 10D-compliant; recovery of excess incentive-based compensation over prior 3 completed fiscal years upon restatement; applies to current/former executive officers; effective for compensation received on/after Oct 2, 2023 |
| Change-of-Control Equity Treatment | RSUs convert to cash; unvested RSUs become cash awards with same vesting/acceleration provisions; payment within 10 business days post-vesting |
Related Party Transactions
- Jamf leases office space in Eau Claire, WI from an entity in which Mr. Wudi is a minority owner; terms consistent with market rates; Company paid $1.0M to the lessor in 2024 .
Compensation Committee and Benchmarking
- Compensation and Nominating Committee oversees NEO compensation; uses independent consultant Radford to develop peer group and market benchmarks; Committee determined Radford was independent with no conflicts in 2024 . Committee maintains “What We Don’t Do” guardrails (no hedging/pledging; no option re-pricing; no guaranteed incentives) and a clawback policy .
Performance & Company Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 478,776,000 | 560,571,000 | 627,399,000 |
| EBITDA ($) | -78,707,000* | -54,561,000* | -7,266,000* |
| Net Income ($) | -141,301,000 | -110,086,000 | -68,455,000 |
Values with asterisk retrieved from S&P Global.
TSR reference:
- 2024 Pay vs Performance table shows Company TSR $35.84 vs peer group TSR $260.74 for the $100 initial investment metric; net income $(68.5)M; ARR $646.0M .
Investment Implications
- Insider selling pressure: The Rule 10b5-1 plan for up to 123,657 shares beginning Dec 16, 2025 through May 1, 2026 suggests scheduled sales aligned with RSU vesting; monitor Form 4s to gauge pace and tax-withholding disposals .
- Retention and change-of-control economics: Wudi’s severance (6/12 months) and substantial RSU acceleration under CIC ($3.37M, 2023 basis) indicate meaningful value at risk tied to continued service and transaction outcomes . Merger agreement converting RSUs to cash awards post-close maintains vesting incentives but increases liquidity of awards .
- Alignment: Significant RSU weighting and prohibition on hedging/pledging support shareholder alignment; company-wide clawback adds downside discipline on incentive comp .
- Governance red flag to monitor: Related-party lease where Wudi is a minority owner ($1.0M paid in 2024); terms stated as market-rate, but ongoing payments merit continued scrutiny, especially during M&A or executive transitions .