Martin Taylor

About Martin Taylor

Martin Taylor (age 55) has served on Jamf’s Board since 2017 and was re‑nominated in 2025 for a term expiring at the 2028 annual meeting; Jamf’s Board has determined he is independent under Nasdaq standards . He is a Senior Managing Director at Vista Equity Partners, Co‑Head of the Vista Foundation Funds, and sits on Vista’s Executive and Private Equity Management Committees; earlier he spent 13+ years at Microsoft, including as Corporate VP and Chief of Staff to CEO Steve Ballmer, and he attended George Mason University .

Past Roles

External Roles

Board Governance

• Independence and attendance: The Board affirmatively determined Taylor is independent under Nasdaq rules; in 2024 each director attended at least 75% of Board and applicable committee meetings .
• Committee assignments (2024–2025): Taylor serves on the Compensation and Nominating Committee; he is not on the Audit Committee and holds no chair roles (Audit Chair: Kevin Klausmeyer; Comp & Nominating Chair: Vina Leite) .
• Board size and refresh: At the 2025 meeting, the Board was reduced from 11 to 9 directors; Vina Leite was appointed to fill the Audit Committee vacancy following Virginia Gambale’s departure .
• Director nomination rights and control: Jamf remains party to a Director Nomination Agreement with Vista; Vista‑affiliated directors on the Board include Martin Taylor, and Vista’s historical rights include designating the Chair while holding ≥30% voting power and enhanced director removal rights while ≥40% (as disclosed in prior proxies) .

Fixed Compensation

• Vista‑affiliated directors receive no compensation for Jamf board service; only non‑Vista, non‑employee directors are paid under Jamf’s director program .

Non‑employee director compensation structure (for context):

Performance Compensation

Other Directorships & Interlocks

• Current public company directorships: Integral Ad Science (NASDAQ: IAS); Vivid Seats (NASDAQ: SEAT) .
• Jamf identifies Taylor as an employee of Vista; Jamf’s related party section notes several current directors (including Taylor) are Vista executives, and Jamf has a related‑party review policy overseen by the Audit Committee .

Expertise & Qualifications

• Strategy, technology, finance, M&A, and operating value‑creation expertise from Vista portfolio leadership; prior senior operating/strategy roles at Microsoft; extensive board experience across software/technology companies .
• Jamf’s nominating criteria emphasize independence, time availability, and broad professional leadership skills; the committee determined all directors meet these criteria .

Equity Ownership

• Individual beneficial ownership: Martin Taylor reported no individual beneficial ownership as of April 14, 2025 (shown as “—” in Jamf’s table) .
• Sponsor alignment: Vista Funds beneficially owned 45,358,762 shares (34.4%) as of April 14, 2025 (down from 42.3% as of April 1, 2024) .

Say‑on‑Pay & Shareholder Feedback

Related‑Party Exposure and Policies

• Policy and oversight: Audit Committee reviews and approves related‑party transactions under a written policy; factors include independence impact and third‑party comparability .
• Vista affiliation: Jamf discloses that five directors, including Martin Taylor, are Vista executives; Vista has director nomination rights (see Director Nomination Agreement) .
• Historical transactions: In 2021 Jamf paid $0.1M to Vista Consulting Group; purchased ~$1.3M of services and received ~$0.4M of payments from Vista‑controlled companies; Jamf also had a lease with an entity partly owned by an executive, stated to be at market terms .

Risk Indicators & Red Flags

• Potential conflict: Taylor is a Senior Managing Director at Vista, Jamf’s significant shareholder with nomination rights; while the Board deems him independent, the affiliation and multiple Vista‑affiliated directors present governance optics risks regarding minority shareholder representation .
• Ownership alignment: Taylor reports no individual Jamf share ownership, though Vista holds a large stake; low personal ownership could weaken direct alignment with public shareholders .
• Committee composition: Taylor serves on the Compensation and Nominating Committee; the committee uses Radford as an external advisor and a defined peer group, but inclusion of Vista‑affiliated members may raise perceived independence concerns despite Nasdaq compliance .
• Hedging/pledging control: Jamf prohibits hedging and pledging of company stock by directors and officers, reducing misalignment risk .
• Clawback policy: Board‑adopted clawback compliant with Nasdaq/Exchange Act Section 10D applies to incentive‑based compensation of executive officers .
• Shareholder support: Say‑on‑Pay received strong “For” votes in 2024 and 2025, suggesting broad investor support for pay practices overseen by the committee on which Taylor serves .

Governance Assessment

• Positives: Independent designation; acceptable attendance; robust related‑party and clawback policies; hedging/pledging prohibitions; and consistent shareholder support for Say‑on‑Pay .
• Watch items: Vista control dynamics (nomination rights and multiple Vista executives on the Board/Compensation Committee), Taylor’s lack of personal Jamf ownership, and extensive external board commitments warrant monitoring for potential conflicts, overboarding risk, and minority shareholder influence concerns .

Note: All data reflect Jamf’s 2025 Proxy Statement and related SEC filings as cited.