Michael Fosnaugh
About Michael Fosnaugh
Senior Managing Director at Vista Equity Partners and Chair of Jamf’s Board. Age 46 as of April 14, 2025. Jamf director since 2017; elected Board Chair in November 2020 (Vista has the right to designate the Chair while owning ≥30% voting power). Background includes SG Cowen TMT investment banking; BA in Economics, Harvard College (cum laude). The Board has affirmatively determined he is an independent director under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Equity Partners | Senior Managing Director; Co-Head, Flagship Fund; Member, Executive Committee and Flagship Funds’ Investment Committee | 2005–present | Leads Vista’s flagship strategy and sits on firm governance bodies; active in numerous software investments |
| SG Cowen & Co. (TMT) | Investment Banking (software, services, fintech) | pre-2005 | Advised on M&A and financings in software/services/fintech sectors |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Integral Ad Science Holding Corp. (IAS) | Director | Public (NASDAQ: IAS) | Current public board seat |
| Vivid Seats (SEAT) | Director | Public (NASDAQ: SEAT) | Current public board seat |
| Acquia; Alegeus; Applause; CentralSquare; EAB; EngageSmart; Greenway Health; InvoiceCloud; JAGGAER; KnowBe4; Model N; PlanSource; Securonix; SmartBear; STATS Perform; TripleLift | Director (multiple) | Private (Vista portfolio) | Current private board roles |
| Ping Identity Holding Corp. | Former Director | Public (until take-private Oct 2022) | Prior public board role |
Board Governance
- Current positions: Chair of the Board; member, Compensation and Nominating Committee. Not on the Audit Committee.
- Committee structure and meeting cadence: 2024 meetings—Board (6), Audit (4), Compensation & Nominating (4); each director attended at least 75% of aggregate Board/committee meetings during tenure in 2024.
- Independence: Board determined Fosnaugh (and other Vista-affiliated directors) meet Nasdaq independence standards; all Audit and Compensation Committee members meet Exchange Act independence criteria (10A-3, 10C-1).
- Chair designation rights: Vista may designate the Board Chair while holding ≥30% of voting power; Fosnaugh has served as Chair since November 2020.
- Risk oversight: Audit oversees financial reporting, internal controls, compliance, cybersecurity, related-party transactions; Compensation & Nominating oversees executive pay and broader governance/ESG.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $0 | Jamf does not pay board fees to Vista representatives; non‑Vista directors receive $100,000 plus $20,000 for committee chairs. |
| Equity retainer | $0 | Jamf does not grant director equity to Vista representatives; non‑Vista directors typically receive $150,000 in RSUs annually. |
Performance Compensation (Director)
- Jamf does not provide performance-based director pay (e.g., PSUs/options) to Vista-affiliated directors; non-Vista director equity is time-based RSUs. No performance metric framework disclosed for directors.
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public boards | Integral Ad Science (IAS); Vivid Seats (SEAT). |
| Compensation committee interlocks | Company discloses no interlocking relationships among Jamf’s directors and other companies’ comp committees. |
Expertise & Qualifications
- Corporate strategy, technology, finance, M&A, software investing; prior Microsoft-facing Vista portfolio experience via Vista platform. BA in Economics (Harvard).
- As Chair, provides strategic guidance and oversight distinct from CEO role; Board currently separates Chair and CEO.
Equity Ownership
- Personal ownership: No individual beneficial ownership reported for Fosnaugh as of April 14, 2025.
- Control shareholder exposure: Vista Funds beneficially own 45,358,762 shares (34.4% of outstanding).
- Hedging/pledging policy: Company prohibits hedging and pledging of Jamf stock by directors/officers without specific written approval from Legal.
Related-Party Exposure (Vista)
| Agreement/Transaction | Key Terms / 2024 Amounts | Governance Handling |
|---|---|---|
| Director Nomination Agreement | Vista retains board nomination rights scaled to ownership; right to designate Chair while ≥30% voting power; committee participation proportionate to ownership. Terminates when Vista <5% of “Original Amount.” | Disclosed in Corporate Governance section. |
| Registration Rights Agreement | Vista entitled to demand/participate in registered offerings; company bears expenses. | Disclosed in Related Party section. |
| Vista Consulting Group (VCG) | Consulting/events fees paid by Jamf: $0.2 million in 2024. | Audit Committee reviews related parties; policy requires arm’s-length terms. |
| Transactions with Vista-controlled companies | Purchases: ~$1.1 million; Receipts from Vista cos: ~$0.2 million (2024). | Reviewed under related-party policy. |
Governance Assessment
-
Strengths
- Independent Board determination; separated Chair/CEO roles; structured committee oversight; clawback policy aligned with Nasdaq 10D; prohibition on hedging/pledging without approval.
- Compensation & Nominating Committee uses an independent consultant (Radford) and maintains a defined peer group and performance-linked annual cash plan for executives.
-
Risks / RED FLAGS
- Vista control and rights: Vista’s nomination and Chair designation rights, plus 34.4% ownership, create potential influence over board composition and governance agenda. RED FLAG for minority investor influence risk.
- Related-party transactions with Vista affiliates (VCG fees; purchases/sales with Vista-controlled companies). While disclosed and subject to Audit Committee review, ongoing transactions represent conflict-risk requiring continued scrutiny. RED FLAG (monitor pricing/terms).
- Independence optics: Although the Board deems Vista-affiliated directors independent under Nasdaq rules, investor perception may question independence given Vista’s ownership and rights. Perception risk.
-
Alignment signals
- No Jamf director fees or equity to Vista representatives (including Fosnaugh), reducing direct cash/equity conflicts at Jamf level; Vista’s economic exposure is through its shareholding, aligning with share performance.
- Company-wide restrictions on hedging/pledging enhance alignment; no pledging by directors is disclosed.
-
Attendance and engagement
- All directors met the ≥75% attendance threshold across Board/committee meetings in 2024, indicating baseline engagement.
Compensation Committee Analysis
| Element | Details |
|---|---|
| Committee composition | Vina Leite (Chair), David Breach, Michael Fosnaugh, Martin Taylor. |
| Use of advisors | Radford (independent consultant) advises on peer groups, pay levels; assessed independent with no conflicts. |
| Interlocks | None disclosed. |
| Scope | CEO goals/comp, exec comp, plan oversight, director comp recommendations, governance/ESG risk oversight. |
Director Compensation (Structure Reference)
| Component | Non‑Vista Directors | Vista‑affiliated Directors (incl. Fosnaugh) |
|---|---|---|
| Annual cash retainer | $100,000 | $0 |
| Committee chair add-on | $20,000 | $0 |
| Annual equity grant | $150,000 in RSUs | $0 |
Summary Implications for Investors
- Concentrated sponsor ownership and governance rights can enable decisive strategy but elevate related-party and independence-perception risks; oversight quality hinges on robust Audit Committee review and truly independent directors counterbalancing sponsor influence.
- Lack of direct Jamf compensation to Vista-affiliated directors (including Fosnaugh) and firm-wide anti-hedging/pledging policy support alignment; however, continue monitoring Vista transactions, board refreshment as Vista ownership changes, and say‑on‑pay outcomes for broader governance signals.