Michelle Bucaria
About Michelle Bucaria
Jamf’s Chief People Officer since May 2022, Michelle Bucaria is 54 and holds a B.S. in Business Administration from Boston College; her background includes CPO roles at PointClickCare (Mar 2021–May 2022) and CHRO at Teladoc Health (Feb 2018–Jan 2021), following 25 years in executive HR and recruiting roles at J.P. Morgan Chase, with experience in culture integration in M&A and scaling global HR operations . In 2024, Jamf delivered ARR of $646.0 million (+10% YoY), revenue of $627.4 million (+12% YoY), and improved non-GAAP operating income to $103.1 million (from $45.4 million in 2023), though GAAP operating loss was $69.1 million; cumulative TSR for 2024 (value of initial $100 since IPO basis) was $35.84 vs peer group $260.74 . She is a Section 16 officer subject to blackout and pre-clearance and appears on Jamf’s list of Section 16 reporting persons .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jamf | Chief People Officer | May 2022–present | Leads people strategy; experience includes M&A culture integration and scaling HR operations . |
| PointClickCare | Chief People Officer | Mar 2021–May 2022 | Led people operations during growth phase . |
| Teladoc Health | Chief Human Resources Officer | Feb 2018–Jan 2021 | Built and scaled HR function and people strategy to help scale the business . |
| J.P. Morgan Chase | Executive HR and recruiting roles | ~25 years (prior to 2018) | Executive HR/recruiting roles; oversaw organizational culture integration and scaled HR operations . |
Fixed Compensation
Jamf’s 2025 proxy does not identify Ms. Bucaria as a Named Executive Officer (NEO) for 2024; therefore, her individual base salary, target bonus, and actual bonus are not disclosed in the executive compensation tables. The NEOs for 2024 were CEO Strosahl, CFO Rudow, CSO Benz, CIO Lam, CTO Tschida, and former CFO Goodkind .
- Program context: Base salaries are targeted at the 50th percentile of the peer group, set considering peer data, internal equity, role, and performance .
- Benefits/perquisites: Jamf provides market-competitive benefits (medical, dental, life, disability, 401(k) with 3% employer contribution) and limited perquisites; perquisites can include tax gross-ups in respect of travel expenses .
Performance Compensation
Jamf’s executive annual cash incentive plan (ACIP) ties payouts to company performance; for 2024 executives, the weighted payout was approximately 98% of target based on results vs ARR and non-GAAP operating income margin goals, plus a culture & leadership modifier . RSUs are used for long-term incentives and vest ratably over four years, with acceleration on a qualifying termination in a change-in-control scenario per plan terms .
| Metric | Weighting | Threshold | Target | Actual/Result | Payout/Award Basis |
|---|---|---|---|---|---|
| ARR ($ millions) | 60% | $638.0 | $663.0 | $646.0 | Contributed to ~98% weighted payout for executive officers . |
| Non-GAAP operating income margin (%) | 40% | 14.4% | 15.4% | ~16.4% | Contributed to ~98% weighted payout for executive officers . |
| Culture & leadership goals | +/- up to 10% reduction and +5% stretch | — | — | Target achievements for NEOs | Modifier applied; no change to ~98% overall . |
| LTI (RSUs) | — | — | — | RSUs vest over 4 years | Four-year ratable vesting; acceleration on qualifying CIC termination per plan . |
Note: Ms. Bucaria’s individual target and payout are not disclosed as she was not an NEO in 2024 .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Rule 10b5-1 trading plan | On Mar 17, 2025, Ms. Bucaria adopted a 10b5-1 plan to potentially sell up to 61,010 shares (including upon RSU vesting) from ~Jun 16, 2025 through the earlier of completion or Mar 31, 2026 . |
| Beneficial ownership | Ms. Bucaria is not individually listed in the 2025 proxy’s beneficial ownership table; ownership not disclosed there . |
| Section 16 status | Listed among Jamf’s officers subject to Section 16 reporting and liability provisions . |
| Hedging/pledging | Company policy prohibits hedging/monetization transactions and pledging/margin accounts without specific written Legal approval; “What We Don’t Do” explicitly includes allowing hedging or pledging . |
| Clawback | Jamf’s clawback policy (SEC/Nasdaq compliant) requires recovery of excess incentive-based compensation for covered executives after a restatement for the prior 3 completed fiscal years (applicable to cash and equity tied to financial reporting measures) . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | Chief People Officer since May 2022 . |
| Agreement terms | Individual employment letter terms for Ms. Bucaria are not disclosed in the 2025 proxy. NEO employment letters (context) provide at-will status, base salary, target bonus, benefits, and restrictive covenants (confidentiality, invention assignment, non-solicit, non-compete, arbitration) . |
| Severance/CIC (context for NEOs) | NEO severance periods: CEO 12 months (18 months with CIC); other listed NEOs 6 months (12 months with CIC); double-trigger equity acceleration and prorated bonus during CIC period; RSUs accelerate upon qualifying termination per letters . |
| Trading controls | Executive officers are subject to blackout periods, pre-clearance, and 10b5-1 compliance per Insider Trading Policy . |
Performance & Track Record (Company Indicators during her tenure)
| Measure | 2023 | 2024 |
|---|---|---|
| ARR ($ millions) | $588.6 | $646.0 |
| Total revenue ($ millions) | — | $627.4 |
| Non-GAAP operating income ($ millions) | $45.4 | $103.1 |
| Operating loss (GAAP, $ millions) | $(115.2) | $(69.1) |
| Devices on platform (millions) | — | 33.2 |
| Customers (thousands) | — | >76.5 |
| Value of initial fixed $100 investment (TSR basis) | $190.86 (peer group) vs $46.07 (Jamf) | $260.74 (peer group) vs $35.84 (Jamf) |
Notes: The pay-versus-performance TSR presentation uses a fixed $100 investment since IPO basis under SEC rules and shows Jamf’s cumulative TSR lagging its peer group in 2024; ARR and profitability metrics improved in 2024 .
Compensation Structure Analysis
- Pay mix and peer targeting: Jamf targets base salary and long-term equity at approximately the 50th percentile of a 22-company software peer group; Radford is the independent consultant; management (CEO and CPO) co-develop design and recommendations for other NEOs .
- Shift to RSUs; no recent options: Company has not granted options since 2019 and uses time-based RSUs for alignment and retention; options repricing not allowed .
- Metrics rigor: ACIP uses ARR and non-GAAP operating income margin with clear thresholds/targets and linear payout curves; culture/leadership modifier applied .
- Clawback and trading controls: Nasdaq/SEC-compliant clawback; strict insider trading policy with blackout and pre-clearance; hedging/pledging prohibited absent written approval .
Risk Indicators & Red Flags
- Insider selling pressure: A 10b5-1 plan authorizes potential sales of up to 61,010 shares from mid-2025 through Mar 2026, which can create modest, programmatic supply; the plan framework reduces information asymmetry risk .
- Hedging/pledging: Prohibited absent Legal approval, reducing alignment risks from collateralized or hedged positions .
- Clawback enforcement framework: Broadly covers cash/equity tied to financial reporting, mitigating windfall risks on restatement .
- Perquisites/tax gross-ups: Jamf provides limited perquisites and may pay tax gross-ups for travel expenses, a potential governance negative if applied broadly; scope appears limited .
Equity Ownership & Beneficial Ownership (Detail)
| Category | Data |
|---|---|
| Individual beneficial ownership | Not listed for Ms. Bucaria in the 2025 proxy’s beneficial ownership table (table covers >5% holders, directors, and NEOs) . |
| Executive officers/directors as a group | 3,509,070 shares (2.7%) for 18 individuals (group total, not broken out to Ms. Bucaria) . |
| Ownership guidelines | No explicit executive stock ownership guidelines disclosed in the cited sections; hedging/pledging prohibitions are disclosed . |
Governance/Committee Context (Compensation)
- Compensation and Nominating Committee members/signatories: Vina Leite (Chair), David Breach, Michael Fosnaugh, Martin Taylor .
- Say-on-pay: 2025 proposal scheduled; Board considers shareholder feedback in compensation decisions .
Investment Implications
- Alignment: Use of time-based RSUs and an ACIP tied to ARR and non-GAAP operating income margin aligns leadership incentives with growth and profitability; clawback and anti-hedging/pledging strengthen alignment .
- Retention risk: Lack of public disclosure of Ms. Bucaria’s individual compensation and severance terms (non-NEO) limits visibility into her retention package; however, the company’s standard NEO framework (cash severance and double-trigger equity acceleration with CIC) suggests a market-consistent approach for senior executives .
- Trading signal: The 10b5-1 plan for potential sales up to 61,010 shares through Mar 2026 implies scheduled liquidity events (including on RSU vesting) rather than discretionary selling; monitor Form 4s for execution pace and post-vesting sales density around quarterly windows .
- Execution track record context: Company-level 2024 performance showed ARR and profitability improvement, but cumulative TSR lagged the peer group; continued linkage of pay to ARR and margin should incentivize durable operating leverage, a positive for long-term alignment if targets remain rigorous .