Burford Capital Ltd PRE 14A, filed Mar 12, 2025

Burford Capital Ltd (BUR)

PRE 14A 2025-03-12 For: 2025-05-14

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LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS			i
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
WEBSITE REFERENCES			2
RESOLUTIONS 1 THROUGH 6—ELECTION OF DIRECTORS			3
Director Nominees Biographies			4
Director Nominees Qualifications and Attributes			7
Corporate Governance			7
Key Corporate Governance Practices			7
Corporate Governance Guidelines			8
Board Leadership			8
Director Independence			9
Director Criteria and Nomination Process			9
Board of Directors and Committee Evaluations			10
Board of Directors Refreshment and Tenure			10
Board Onboarding and Education			10
Director Meeting Attendance			11
Committees of the Board of Directors			11
Board of Directors Oversight			13
Shareholder Engagement			14
Board of Directors Communications			15
Code of Business Conduct and Ethics and Ethical Conduct Code for Senior Financial Officers			15
Guernsey Code of Corporate Governance			16
Related Party Transactions			16
Director Compensation			17
RESOLUTION 7—DECLARATION OF FINAL DIVIDEND			20
AUDIT COMMITTEE REPORT			21
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Independent Auditor Fees			22
Pre-Approval Policy			22
Change in Independent Registered Public Accounting Firm			23
RESOLUTION 8—REAPPOINTMENT OF EXTERNAL AUDITOR			25
RESOLUTION 9—COMPENSATION OF EXTERNAL AUDITOR			26
RESOLUTION 10—RECEIPT OF ANNUAL ACCOUNTS			27
EXECUTIVE OFFICERS			28
Executive Officer Biographies			28
EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			31
Overview			31
2024 Fiscal Year Performance Highlights			31
Compensation Philosophy			31
Compensation Governance Best Practices			33
Determining Compensation			34


Compensation Structure and Elements			36
Other Elements of Compensation			43
Employee Benefits			45
Individual Arrangements with the Named Executive Officers			45
Share Ownership Guidelines for Executive Officers			47
Clawback Policies			48
Recovery of Erroneously Awarded Compensation			48
Restrictions on Trading the Company’s Ordinary Shares			49
Restrictions in Short-Sale, Hedging, Margining and Pledging Transactions			49
Tax Deductibility of Compensation			49
Policies and Practices Related to Grant of Certain Equity Awards			49
Executive Compensation Program Risk Assessment			49
Compensation Committee Report			50
Summary Compensation Table			51
Grants of Plan-Based Awards			54
Outstanding Equity Awards at Fiscal Year-End			55
Option Exercises and Stock Vested			57
Non q ualified Deferred Compensation			58
Potential Payments Upon Termination or Change In Control			60
CEO PAY RATIO			62
PAY VERSUS PERFORMANCE			63
RESOLUTION 11—ADVISORY SAY-ON-PAY VOTE			68
RESOLUTION 12—ADVISORY SAY-ON-FREQUENCY VOTE			69
RESOLUTION 13—AUTHORITY TO ALLOT AND/OR ISSUE ORDINARY SHARES			70
RESOLUTION 14—AUTHORITY TO MAKE MARKET ACQUISITIONS OF ORDINARY SHARES			72
RESOLUTION 15—APPROVAL OF 2025 OMNIBUS INCENTIVE COMPENSATION PLAN			74
RESOLUTION 16—APPROVAL OF NQDC PLAN AMENDMENT			84
RESOLUTIONS 17 AND 18—DISAPPLICATION OF PRE-EMPTION RIGHTS			87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			90
Beneficial Ownership Information			90
Delinquent Section 16(a) Reports			92
GENERAL INFORMATION ABOUT 2025 AGM			93
SHAREHOLDER PROPOSALS AND NOMINATIONS			99
HOUSEHOLDING			99
OTHER MATTERS			100
Schedule I - Non-GAAP Financial Measures			SCH-1
Annex A - 2025 Omnibus Incentive Compensation Plan			A-1
Annex B - NQDC Plan			B-1
Annex C - NQDC Plan Amendment			C-1


Name of beneficial owner	Burford Opportunity Fund B LP	BCIM Partners II, LP	BCIM Partners III, LP	BCIM Credit Opportunities Fund, LP	Distributions
Craig Arnott	$75,000	—	—	—	—
Christopher Bogart	$1,000,000	—	—	—	—
Mark Klein	$25,000	—	—	—	—
Travis Lenkner	—	$100,000	$250,000	$100,000	$43,493
Jordan Licht	—	—	—	—	—
Jonathan Molot	$1,000,000	—	—	—	—
Elizabeth O’Connell	—	—	—	—	—
David Perla	$75,000	—	—	—	—
Aviva Will	$150,000	—	—	—	—
Hugh Steven Wilson	$500,000	—	—	—	—


Director	Fees earned or paid in cash ($)(1)	Stock awards ($)(2)	Option awards ($)	Non-equity incentive plan compensation ($)	Change in pension value and nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Rukia Baruti Dames	90,000	35,000	—	—	—	—	125,000
Christopher Bogart(3)	—	—	—	—	—	—	—
Pamela Corrie(4)	85,993	33,374	—	—	—	—	119,367
Robert Gillespie	90,000	35,000	—	—	—	—	125,000
Christopher Halmy	111,849	60,246	—	—	—	—	172,095


Director	Fees earned or paid in cash ($)(1)	Stock awards ($)(2)	Option awards ($)	Non-equity incentive plan compensation ($)	Change in pension value and nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
John Sievwright	127,500	82,336	—	—	—	—	209,836
Hugh Steven Wilson(5)	60,459	27,664	—	—	—	—	88,123


John Sievwright, Non-Executive Chair of the Board of Directors Mr. Sievwright is an independent non-executive director, the Chair of the Board of Directors and the Chair of the Compensation Committee. He has served as a director on the Board of Directors since May 2020. Mr. Sievwright is the former Chief Operating Officer, International, of Merrill Lynch and had a 20-year career with Merrill Lynch with a range of global leadership positions, including Chief Operating Officer, Global Markets and Investment Banking; President and Chief Operating Officer, Merrill Lynch Japan; and Head of Global Futures and Options (during which time he also served as the President of the Futures Industry Association). Prior to Merrill Lynch, Mr. Sievwright held finance and accounting functions at Bankers Trust and the Bank of Tokyo. He began his career as an auditor at Ernst & Young LLP and qualified as a Chartered Accountant. Mr. Sievwright serves as a trustee and the chair of the audit committee for several Abrdn closed end funds and an Abrdn open end fund. He also serves as a non-executive director and the chair of the risk committee of Revolut Group Holdings Ltd (d/b/a as Revolut), a neobank and fintech company that offers banking services for individuals and businesses, and as the chair of the board of directors of Buyside Trading Solutions, a financial services company. Mr. Sievwright has previously served as the senior independent director and the chair of the audit and risk committee at ICAP plc (now NEX Group plc) and the senior independent director and the chair of the audit committee of FirstGroup plc. He has an MA in accountancy and economics from the University of Aberdeen. Mr. Sievwright’s extensive business experience and leadership roles at banks and financial services companies make him a valuable member of the Board of Directors.
Christopher Halmy, Non-Executive Vice Chair of the Board of Directors Mr. Halmy is an independent non-executive director, the Vice Chair of the Board of Directors, the Chair of the Audit Committee and a member of the Compensation Committee. He has served as a director on the Board of Directors since May 2022. Mr. Halmy was most recently a Senior Advisor to McKinsey & Company from August 2019 to December 2024, focusing predominantly on auto lending. Prior to McKinsey & Company, Mr. Halmy was the Chief Financial Officer of Ally Financial Inc. (NYSE: ALLY), where he led the multinational initial public offering and was responsible for Ally Financial Inc.’s $25 billion investment portfolio. Before that, Mr. Halmy worked in various finance, accounting and treasury roles at Bank of America and JP Morgan. He began his career as a senior accountant at Deloitte. Mr. Halmy also serves as an independent member of the board of directors, the chair of the finance and investment committee and a member of the audit committee of Western Alliance Bancorporation (NYSE: WAL) and as the independent chair of the board of directors and the chair of the audit committee of Mercury® Financial LLC. He has previously served as an independent member of the board of directors of Mosaic Sustainable Finance Corp., a financing company focusing on residential solar energy, and an independent member of the board of directors of Spectrum Automotive Holdings Corporation prior to its sale in 2021. Mr. Halmy is a Certified Public Accountant and earned his MBA and undergraduate degrees from Villanova University. Mr. Halmy’s extensive experience in finance, accounting and treasury and professional background as the Chief Financial Officer of a large, publicly traded financial institution make him a valuable member of the Board of Directors.


Rukia Baruti Dames, Non-Executive Director Dr. Baruti is an independent non-executive director and a member of the Compensation Committee and the Nominating and Corporate Governance Committee. She has served as a director on the Board of Directors since August 2022. Dr. Baruti is an experienced independent full-time arbitrator and is a qualified solicitor in England and Wales. She has served as an Advisory Board Member of the Tanzania International Arbitration Centre since 2023. Her career began in commercial law in the City of London in 1997. In 2006, she joined the international arbitration group at SJ Berwin LLP (later merged with King & Wood Mallesons), where she practiced arbitration and litigation until 2010. In 2011, Dr. Baruti founded Africa International Legal Awareness, a non-profit organization dedicated to advancing African involvement in the international legal community, where she was a managing director until 2018. She also co-founded the African Arbitration Association, a non-profit organization dedicated to promoting African arbitration practitioners, where she served as Secretary General from 2018 to 2022. Dr. Baruti holds a bachelor’s degree in international studies from Birkbeck College, University of London, an MA in diplomatic studies and international law from the University of Westminster and a PhD from the University of Geneva. Dr. Baruti’s extensive experience in international arbitration and litigation, legal advisory and governance make her a valuable member of the Board of Directors.
Christopher Bogart, Co-Founder and Chief Executive Officer and Director Mr. Bogart is the co-founder and the Chief Executive Officer of Burford, and he also serves as a member of Burford’s Management Committee and Commitments Committee. He has served as a director on the Board of Directors since May 2020. Before co-founding Burford, Mr. Bogart held numerous senior executive positions with Time Warner: Executive Vice President and General Counsel of Time Warner Inc.; Chief Executive Officer of Time Warner Cable Ventures; and Chief Executive Officer of Time Warner Entertainment Ventures. Mr. Bogart came to Time Warner from Cravath, Swaine & Moore, where he was a litigator representing companies such as IBM, General Electric and Time Warner. He has also served as the Chief Executive Officer of Glenavy Capital LLC, an international investment firm whose projects included Churchill Ventures, a publicly traded media and technology investment vehicle of which he also served as the Chief Executive Officer, as well as Glenavy Arbitration Investment Fund, a pioneering litigation finance vehicle. He began his professional career as an investment banker with what is now JPMorgan Chase. Mr. Bogart is a member of the board of advisors of the RAND Institute for Civil Justice, a director of the International Legal Finance Association, a director of the Association of Litigation Funders of England and Wales, a member of the Board of Trustees of Hackley School, a private college preparatory school, the chair of the Zoning Board of Appeals of Briarcliff Manor, New York, and a member of the board of advisors of New York City’s Legal Aid Society. Mr. Bogart earned his law degree with distinction from the Faculty of Law of the University of Western Ontario, where he was the gold medalist. He clerked for the Chief Justice of Ontario. Mr. Bogart has been married to Ms. Elizabeth O’Connell, Burford’s Chief Strategy Officer, since 1992. Mr. Bogart’s extensive knowledge of Burford’s business and expertise in legal finance industry make him a valuable member of the Board of Directors.


Pamela Corrie, Non-Executive Director Ms. Corrie is an independent non-executive director and a member of the Audit Committee and the Nominating and Corporate Governance Committee. She has served as a director on the Board of Directors since January 2024. Ms. Corrie has significant experience at the nexus of finance and law. She was most recently a Managing Director in the Financial Advisory division of Carl Marks Advisors, focused on restructuring matters from 2018 to 2023. For 12 years, she was a General Counsel at GE Capital Americas, where she served as the chief legal advisor to the risk organization in the corporate leasing and lending division and oversaw hundreds of restructurings, corporate ombudsman investigations, bankruptcies and litigations. She previously spent ten years practicing law at Weil, Gotshal & Manges, where she represented large corporate debtors in Chapter 11 proceedings as well as clients in all phases of restructuring, bankruptcy counseling and litigation. Ms. Corrie serves as a member of the boards of directors of Fossil Group, Inc. (NASDAQ: FOSL), a global consumer retail company, where she is a member of the audit, nominating and governance and strategic planning committees, and Joann Inc., the nation’s category leader in sewing and fabrics, where she is a member of the special committee, to which boards of directors she was appointed in her capacity as a restructuring professional. In addition, she serves as a member of the board of directors, the chair of the nominating and governance committee and a member of the audit, compensation and special committees of IFit Health and Fitness Inc., a global health and fitness platform. She also serves as a member of the boards of directors and a member of the special committees of each of AIG Financial Products and Guitar Center, Inc., the world's largest musical instruments store, to which boards of directors she was appointed in her capacity as a restructuring professional. Ms. Corrie has previously served on the boards of directors of numerous companies, primarily in her capacity as a restructuring professional, and was an independent trustee for a number of NexPoint and Highland funds. Ms. Corrie has a bachelor’s degree from Stanford University and earned her JD from the University of California, Los Angeles. Ms. Corrie’s extensive experience in corporate governance and restructuring, litigation and risk management and years of experience serving on the boards of directors of public and private companies make her a valuable member of the Board of Directors.
Robert Gillespie, Non-Executive Director Mr. Gillespie is an independent non-executive director and the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. He has served as a director on the Board of Directors since May 2020. Mr. Gillespie had a lengthy career as an investment banker, spending more than 25 years at UBS and its predecessors in a range of senior positions, including Vice Chairman, Chief Executive Officer, EMEA, and Joint Global Head of Investment Banking, while also serving on the Group Managing Board and the Management Committee for many years. Mr. Gillespie started his career as a Chartered Accountant at PricewaterhouseCoopers. Mr. Gillespie is the chair of the board of directors and a member of the audit committee of the UK Export Finance, a ministerial department of the UK government that functions as the export finance agency, and also serves as the non-executive chair of the board of directors of Spirit Yacht Holdings Ltd. He has previously served as a non‐executive director of NatWest Group plc (formerly known as Royal Bank of Scotland plc) and certain of its principal subsidiary companies and was the chair of NatWest Group plc’s remuneration committee and a member of NatWest Group plc’s audit, risk and nominating and governance committees. In addition, Mr. Gillespie also served as the Director General of the UK Takeover Panel, a non-executive director of Citizens Financial Group Inc. and Ashurst LLP, a law firm, and as the non-executive chair of the board of directors of Boat Race Company Ltd., Somerset House Trust and the Council of Durham University, from which he graduated with a degree in economics. Mr. Gillespie’s extensive experience in finance, accounting, risk management and governance and years of experience serving on the boards of directors of both public and private companies make him a valuable member of the Board of Directors.


•Strategic thinking •Business judgment •Leadership and expertise in their fields •High performance standards			•Integrity and accountability •Commitment and enthusiasm •Responsibility and courage


($ in thousands)	Year ended December 31, 2024
Audit fees(1)	$	5,590
Audit-related fees	—
Tax fees	—
All other fees	—
Total fees	$	5,590


($ in thousands)	Year ended December 31, 2023
Audit fees(1)	$	6,119
Audit-related fees	—
Tax fees(2)	273
All other fees	—
Total fees	$	6,392


Craig Arnott, Deputy Chief Investment Officer Mr. Arnott is the Deputy Chief Investment Officer, with responsibility across Burford’s investment portfolio, and he also serves as a member of Burford’s Management Committee and Commitments Committee. Prior to becoming the Deputy Chief Investment Officer in January 2020, Mr. Arnott was a Managing Director from August 2016 to December 2019. Prior to joining Burford, Mr. Arnott was a barrister at Sixth Floor Selborne and Wentworth Chambers in Sydney, Australia. Previously, he was a Partner and Head of Competition/Antitrust Law in London at the international law firm Fried Frank. During his time at Fried Frank, Mr. Arnott oversaw many significant transactions, serving as counsel to the pharmaceuticals company Merck in its acquisition of Schering-Plough and as European Counsel to Delta & Pine Land in its acquisition by The Monsanto Company. Before his time at Fried Frank, Mr. Arnott worked at Cravath, Swaine & Moore in New York, Gilbert + Tobin in Sydney and Ashurst in London. Mr. Arnott earned his BCL and DPhil from the University of Oxford, where he is an alumnus of Balliol College and a Rhodes Scholar. He graduated from the University of Queensland with First Class Honours in both his Law and Arts degrees, with the University Medals in both. He clerked for the Honorable W. Pincus of the Federal Court of Australia.


Mark Klein, General Counsel and Chief Administrative Officer Mr. Klein is the General Counsel and Chief Administrative Officer, overseeing Burford’s global legal and regulatory functions, and he also serves as a member of Burford’s Management Committee. Prior to joining Burford in September 2017, Mr. Klein spent 13 years at UBS in a wide range of corporate roles, including as Managing Director and General Counsel of its infrastructure and private equity funds and funds of funds business. Most recently, he was General Counsel and Chief Compliance Officer at Marketfield Asset Management, a US-registered investment adviser, from January 2014 to September 2017. Mr. Klein was previously also General Counsel and Chief Compliance Officer at NewGlobe Capital, a registered investment adviser. He began his career at Weil, Gotshal & Manges. Mr. Klein earned his JD from New York University School of Law and his BA from the Yeshiva University.
Travis Lenkner, Chief Development Officer Mr. Lenkner is the Chief Development Officer, with responsibility for identifying and executing strategic initiatives that drive growth and align with Burford’s long-term objectives, and he also serves as a member of Burford’s Management Committee. For more than a decade, he has been a global leader in the legal finance market. Prior to joining Burford in September 2024, Mr. Lenkner was the founder and Chief Executive Officer of Larkspur Partners LLC, a legal finance and advisory firm, from June 2022 through August 2024. Prior to that, from January 2018 through May 2022, Mr. Lenkner co-founded and was a Managing Partner of Keller Lenkner LLC, one of the premier complex-litigation and mass-action law firms in the United States, and he also co-founded and was a Director of the firm’s European counterpart. In 2013, he entered the nascent field of legal finance as a launch partner in Gerchen Keller Capital, which Burford acquired in 2016. Before starting his own enterprises, Mr. Lenkner was Senior Counsel at The Boeing Company and an attorney in the New York and Washington, D.C. offices of Gibson, Dunn & Crutcher. He earned his JD from the University of Kansas School of Law and his BS from Kansas State University. Mr. Lenkner was a law clerk for Justice Anthony M. Kennedy at the Supreme Court of the United States and for then-Judge Brett M. Kavanaugh at the US Court of Appeals for the DC Circuit.
Jordan Licht, Chief Financial Officer Mr. Licht is the Chief Financial Officer, overseeing Burford’s funding, capital management, financial reporting and investor relations as well as human resources, technology, facilities and back office operations, and he also serves as a member of Burford’s Management Committee and as an ex officio member of Burford’s Commitments Committee. Prior to joining Burford in September 2022, Mr. Licht was most recently the Chief Operating Officer of both Caliber Home Loans and Newrez Lending, two multi-billion-dollar mortgage businesses that combined under the Rithm banner (NYSE: RITM). Prior to the combination, Mr. Licht held a series of finance and operating roles at Caliber Home Loans, including as Deputy Chief Financial Officer. Previously, he spent a decade at Morgan Stanley in financial services investment banking. Before his investment banking career, Mr. Licht spent six years as a management consultant at Diamond Consulting (now PricewaterhouseCoopers). He currently serves as a member of the board of directors of United Texas Bank. Mr. Licht earned his MBA from Columbia Business School and his BA from the University of Pennsylvania.
Jonathan Molot, Co-Founder and Chief Investment Officer Mr. Molot is the co-founder and the Chief Investment Officer, overseeing Burford’s investment portfolio, and he also serves as a member of Burford’s Management Committee and as the Chair of Burford’s Commitments Committee. Prior to co-founding Burford in October 2009, Mr. Molot founded Litigation Risk Solutions, a business that assisted hedge funds, private equity funds, investment banks, insurance companies and insurance brokers to develop litigation risk transfers where lawsuits threaten to interfere with M&A and private equity deals. In addition to his role at Burford, Mr. Molot is a Professor of Law at Georgetown University. Mr. Molot has also taught courses on litigation risk management and finance at Harvard Law School, Georgetown University Law Center and George Washington University Law School. Mr. Molot served as counsel to the economic policy team on the Obama-Biden Presidential Transition Team and as senior advisor in the Department of the Treasury at the start of the Obama Administration. He practiced law at Cleary Gottlieb in New York and at Kellogg Hansen in Washington, D.C. Mr. Molot earned his BA magna cum laude from Yale College and his JD magna cum laude from Harvard Law School, where he was Articles Co-Chair of the Harvard Law Review and won the Sears Prize, awarded to the two top-performing students in a class of over 500. Mr. Molot was a law clerk for Justice Stephen G. Breyer at the Supreme Court of the United States.


Elizabeth O’Connell, CFA, Chief Strategy Officer Ms. O’Connell is one of Burford’s founders and the Chief Strategy Officer, with responsibility for quantitative and data analytics activities and for the management oversight of a number of Burford’s business functions, and she also serves as a member of Burford’s Management Committee and Commitments Committee. Ms. O’Connell assumed the role of the Chief Strategy Officer in August 2019, having previously served as the Chief Financial Officer from December 2017 through August 2019 and as a Managing Director through December 2017. Prior to founding Burford, Ms. O’Connell was a Managing Director and Chief Financial Officer of Glenavy Capital, an international investment firm. Ms. O’Connell was also the Chief Financial Officer of Churchill Ventures Limited, a technology and media company listed on NYSE American (formerly known as the American Stock Exchange). Earlier in her career, Ms. O’Connell was a senior Equity Syndicate Director at Credit Suisse. Before that, she spent the bulk of her investment banking career at Salomon Brothers (later Citigroup). She began her finance career in foreign exchange sales at Bank of America. Ms. O’Connell is a Chartered Financial Analyst and earned her MBA in finance from the University of Western Ontario Richard Ivey School of Business and her BA from the University of Western Ontario. Ms. O’Connell has been married to Mr. Christopher Bogart, Burford’s Chief Executive Officer, since 1992.
David Perla, Vice Chair Mr. Perla is the Vice Chair, with responsibility for marketing, public policy, industry affairs and public relations, and he also serves as a member of Burford’s Management Committee. Ms. Perla assumed the role of the Vice Chair in September 2024, having previously served as the Co-Chief Operating Officer, with responsibility for origination, underwriting, marketing, policy and asset recovery activities, from January 2020 through August 2024 and as a Managing Director from May 2018 through December 2019. Prior to joining Burford, Mr. Perla served as President of Bloomberg BNA Legal Division / Bloomberg Law, where he oversaw Bloomberg BNA’s legal and related products, including its flagship Bloomberg Law enterprise legal news, information and tools platform. Previously, Mr. Perla co-founded and was co-Chief Executive Officer and a director of Pangea3, the top-ranked global legal process outsourcing provider. Pangea3 was acquired by Thomson Reuters in 2010 and grew to over 1,000 employees globally under Mr. Perla’s leadership. Before launching Pangea3, he was Vice President of Business & Legal Affairs for Monster.com. Mr. Perla began his career in the New York office of Katten Muchin. Mr. Perla earned both his BA and JD degrees from the University of Pennsylvania.
Aviva Will, President Ms. Will is the President, with responsibility for growing Burford’s legal finance business globally with particular focus on high value business and complex financing arrangements, and she also serves as a member of Burford’s Management Committee and Commitments Committee. Ms. Will assumed the role of the President in September 2024, having previously served as the Co-Chief Operating Officer, with responsibility for origination and underwriting of Burford’s legal finance assets and overseeing and managing operations firmwide, from January 2020 through August 2024, as a Senior Managing Director from January 2018 through December 2019 and as a Managing Director from February 2010 through December 2017. Prior to joining Burford, Ms. Will was a senior litigation manager and Assistant General Counsel at Time Warner Inc., where she managed a portfolio of significant antitrust, intellectual property and complex commercial litigation. She was also the company’s leading antitrust and regulatory counsel, advising senior management on antitrust risk and overseeing all government antitrust investigations and merger clearances worldwide. Prior to joining Time Warner Inc., Ms. Will was a senior litigator at Cravath, Swaine & Moore. Ms. Will earned her JD cum laude from Fordham University School of Law and her BA from Columbia University. She clerked for the Honorable Stewart G. Pollock on the New Jersey Supreme Court.


What We Do			What We Do Not Do
ü Balanced pay mix of long- and short-term compensation ü Alignment of executive compensation with the Company’s long-term business and share price performance ü Approximately 50% of long-term incentive awards granted to the Named Executive Officers under the LTIP historically and in the 2024 fiscal year were subject to performance-based vesting conditions ü Robust share ownership guidelines for executive officers and directors ü Restrictions on trading the Company’s ordinary shares during certain periods ü Robust clawback policies allowing recoupment of incentive-based compensation paid to executive officers ü Annual review of the Company’s compensation program to ensure it does not encourage excessive risk taking			ûNo excessive severance multiples ûNo single-trigger vesting of long-term incentive awards based on change in control ûNo Section 280G gross ups ûNo ordinary dividends paid on unvested RSU and/or PSU awards (each, as defined below) ûNo excessive perquisites or benefits ûNo automatic base salary increases ûNo defined benefit pension plans ûNo hedging, pledging or short-sale transactions in the Company’s ordinary shares


PSU Financial Performance Metric	Threshold (0%)	Target (100%)	Actual	Weight	Weighted payout	Calculated payout
TSR	0%	26%	66%	50%	50%	50%
Adjusted EPS	0%	26%	3,335%	50%	50%	50%
Total Payout						100%


Name	401(k) matching contributions ($)(a)	Medical health plan costs ($)(b)	Carried interest allocations ($)(c)	Other benefits ($)(d)	Total ($)
Christopher Bogart	13,800	30,599	7,692,971	256,544	7,993,914
Jonathan Molot	13,800	—	7,692,971	98,439	7,805,210
Jordan Licht	13,800	30,599	170,597	3,833	218,829
Aviva Will	13,800	30,599	662,201	3,833	710,433
Elizabeth O’Connell	13,800	—	594,804	4,269	612,873


	Stock awards
Name	Type of award	Number of shares acquired on vesting (#)(1)	Value realized on vesting ($)(2)
Christopher Bogart Co-Founder and Chief Executive Officer	RSUs	112,805	1,801,496
	PSUs	112,805	1,801,496
	Matching Notional RSUs(3)	46,800	745,991
Jonathan Molot Co-Founder and Chief Investment Officer	RSUs	112,805	1,801,496
	PSUs	112,805	1,801,496
	Matching Notional RSUs(3)	46,730	744,882
Jordan Licht Chief Financial Officer	RSUs	—	—
	PSUs	—	—
	Matching Notional RSUs(3)	—	—
Aviva Will President	RSUs	23,962	382,665
	PSUs	23,962	382,665
	Matching Notional RSUs(3)	6,841	104,714
Elizabeth O’Connell Chief Strategy Officer	RSUs	21,056	336,264
	PSUs	21,056	336,264
	Matching Notional RSUs(3)	—	—


What We Do			What We Do Not Do
ü Retain an independent compensation consultant reporting directly to the Compensation Committee ü Annual review of the Compensation Committee’s charter


Peer group
•Affiliated Managers Group, Inc.			•Moelis & Company
•Artisan Partners Asset Management Inc.			•PennyMac Financial Services, Inc.
•Blue Owl Capital Inc.			•PJT Partners Inc.
•Esquire Financial Holdings, Inc.			•SoFi Technologies, Inc.
•Houlihan Lokey, Inc.			•The Carlyle Group Inc.
•Janus Henderson Group plc			•TPG Inc.
•LegalZoom.com, Inc.			•Walker & Dunlop, Inc.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock awards ($)(2)	Option awards ($)	Non-equity incentive plan compensation ($)(3)	Change in pension value and nonqualified deferred compensation earnings ($)	All other compensation ($)(4)(5)	Total ($)
Christopher Bogart Co-Founder and Chief Executive Officer	2024	1,400,000	—	853,868	—	1,500,000	—	7,993,914	11,747,782
	2023	950,000	—	—	—	2,000,000	—	8,777,836	11,727,836
	2022	950,000	—	430,091	—	—	—	4,351,060	5,731,151
Jonathan Molot Co-Founder and Chief Investment Officer	2024	1,400,000	—	841,398	—	1,500,000	—	7,805,210	11,546,608
	2023	950,000	—	543,317	—	2,000,000	—	8,560,197	12,053,514
	2022	950,000	—	429,452	—	—	—	4,168,041	5,547,493
Jordan Licht(6) Chief Financial Officer	2024	583,333	—	289,418	—	1,520,000	—	218,829	2,611,580
	2023	500,000	—	238,169	—	1,300,000	—	157,874	2,196,043
	2022	161,218	—	709,857	—	1,000,000	—	17,200	1,888,275
Aviva Will President	2024	600,000	—	289,418	—	1,520,000	—	710,433	3,119,851
	2023	600,000	—	238,169	—	1,520,000	—	244,103	2,602,272
	2022	600,000	—	300,680	—	1,350,000	—	221,133	2,471,813
Elizabeth O’Connell Chief Strategy Officer	2024	583,333	—	289,418	—	1,520,000	—	612,873	3,005,624
	2023	500,000	—	238,169	—	1,520,000	—	548,226	2,806,395
	2022	500,000	—	237,146	—	1,250,000	—	198,721	2,185,867


				Estimated future payouts under non-equity incentive plan awards			Estimated future payouts under equity incentive plan awards			All other stock awards: Number of shares of stock or units (#)(2)	All other option awards: Number of securities underlying options (#)	Exercise or base price of option awards (#)	Grant date fair value of stock and option awards ($)(3)
Name	Grant date	Approval date	Grant type	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)(1)	Maximum (#)
Christopher Bogart Co-Founder and Chief Executive Officer(4)	03/22/2024	—	Matching Notional RSUs	—	—	—	—	—	—	55,991	—	—	853,868
	03/22/2024	01/31/2024	PSUs	—	—	—	—	84,917	—	—	—	—	1,128,547
	03/22/2024	01/31/2024	RSUs	—	—	—	—	84,917	—	—	—	—	1,263,565
Jonathan Molot Co-Founder and Chief Investment Officer(4)	03/22/2024	—	Matching Notional RSUs	—	—	—	—	—	—	55,174	—	—	841,398
	03/22/2024	01/31/2024	PSUs	—	—	—	—	84,917	—	—	—	—	1,128,547
	03/22/2024	01/31/2024	RSUs	—	—	—	—	84,917	—	—	—	—	1,263,565
Jordan Licht Chief Financial Officer	03/22/2024	01/31/2024	PSUs	—	—	—	—	10,274	—	—	—	—	136,541
	03/22/2024	01/31/2024	RSUs	—	—	—	—	10,274	—	—	—	—	152,877
Aviva Will President	03/22/2024	01/31/2024	PSUs	—	—	—	—	10,274	—	—	—	—	136,541
	03/22/2024	01/31/2024	RSUs	—	—	—	—	10,274	—	—	—	—	152,877
Elizabeth O’Connell Chief Strategy Officer	03/22/2024	01/31/2024	PSUs	—	—	—	—	10,274	—	—	—	—	136,541
	03/22/2024	01/31/2024	RSUs	—	—	—	—	10,274	—	—	—	—	152,877


			Option Awards					Stock Awards
Name	Grant date	Grant type	Number of securities underlying unexercised options (# exercisable)	Number of securities underlying unexercised options (# unexercisable)	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares of units or stock that have not vested (#)(1)	Market value of shares or units of stock that have not vested ($)(2)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(3)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4)
Christopher Bogart Co-Founder and Chief Executive Officer(5)	03/22/2024	PSUs	—	—	—	—	—	—	—	84,917	1,082,692
	03/22/2024	RSUs	—	—	—	—	—	—	—	84,917	1,082,692
	03/22/2024	Matching Notional RSUs	—	—	—	—	—	55,991	713,885	—	—
	03/22/2023	PSUs	—	—	—	—	—	—	—	107,569	1,371,505
	03/22/2023	RSUs	—	—	—	—	—	—	—	107,568	1,371,492
	04/05/2022	PSUs	—	—	—	—	—	—	—	74,819	953,942
	04/05/2022	RSUs	—	—	—	—	—	—	—	74,819	953,942
Jonathan Molot Co-Founder and Chief Investment Officer(5)	03/22/2024	PSUs	—	—	—	—	—	—	—	84,917	1,082,692
	03/22/2024	RSUs	—	—	—	—	—	—	—	84,917	1,082,692
	03/22/2024	Matching Notional RSUs	—	—	—	—	—	55,174	703,469	—	—
	09/22/2023	Matching Notional RSUs	—	—	—	—	—	17,706	225,752	—	—
	06/22/2023	Matching Notional RSUs	—	—	—	—	—	22,754	290,114	—	—
	03/22/2023	PSUs	—	—	—	—	—	—	—	107,569	1,371,505
	03/22/2023	RSUs	—	—	—	—	—	—	—	107,568	1,371,492
	04/05/2022	PSUs	—	—	—	—	—	—	—	74,819	953,942
	04/05/2022	RSUs	—	—	—	—	—	—	—	74,819	953,942
Jordan Licht Chief Financial Officer	03/22/2024	PSUs	—	—	—	—	—	—	—	10,274	130,994
	03/22/2024	RSUs	—	—	—	—	—	—	—	10,274	130,994
	03/22/2023	PSUs	—	—	—	—	—	—	—	18,437	235,072
	03/22/2023	RSUs	—	—	—	—	—	—	—	18,437	235,072
	09/30/2022	PSUs	—	—	—	—	—	—	—	51,606	657,977
	09/30/2022	RSUs	—	—	—	—	—	—	—	51,606	657,977


Name	Type of plan	Executive contributions in last fiscal year ($)(1)	Company contributions in last fiscal year ($)(2)	Aggregate earnings in last fiscal year ($)(3)	Aggregate withdrawals / distributions ($)(4)	Aggregate balance at last fiscal year-end ($)(5)
Christopher Bogart Co-Founder and Chief Executive Officer	NQDC	10,643,940	853,868	(1,317,147)	(1,950,282)	16,213,115
	SRA	—	—	88,747	—	—
Jonathan Molot Co-Founder and Chief Investment Officer	NQDC	9,921,721	841,398	(1,432,422)	(1,952,040)	17,899,900
	SRA	—	—	93,233	—	—
Jordan Licht Chief Financial Officer	NQDC	—	—	—	—	—
Aviva Will President	NQDC	747,332	—	(85,612)	(477,960)	1,413,369
Elizabeth O’Connell Chief Strategy Officer	NQDC	2,038,620	—	(128,078)	—	1,912,693


Name	Non-Equity Incentive Plan Compensation ($)	Carried Interest ($)	RSUs and PSUs ($)(a)	Transfer from SRA ($)	Total executive contributions in last fiscal year ($)
Christopher Bogart	1,500,000	4,421,486	3,602,992	1,119,462	10,643,940
Jonathan Molot	1,500,000	3,528,698	3,602,992	1,290,031	9,921,721
Jordan Licht	—	—	—	—	—
Aviva Will	—	—	747,332	—	747,332
Elizabeth O’Connell	1,140,000	226,091	672,529	—	2,038,620


		Prior to a change in control				On or following a change in control
Name	Payment type	“Disability” ($)	Involuntary termination without “Cause” ($)	Resignation for “Good Reason” ($)	Death ($)	“Disability” ($)	Involuntary termination without “Cause” ($)	Resignation for “Good Reason” ($)	Death ($)
Christopher Bogart Co-Founder and Chief Executive Officer	Cash Payment(1)	9,259,150	9,259,150	9,259,150	9,259,150	13,888,725	13,888,725	13,888,725	13,888,725
	Long-Term Incentive Compensation(2)	7,530,150	7,530,150	7,530,150	7,530,150	7,530,150	7,530,150	7,530,150	7,530,150
	Total(3)	16,789,300	16,789,300	16,789,300	16,789,300	21,418,875	21,418,875	21,418,875	21,418,875
Jonathan Molot Co-Founder and Chief Investment Officer	Cash Payment(1)	9,259,150	9,259,150	9,259,150	9,259,150	13,888,725	13,888,725	13,888,725	13,888,725
	Long-Term Incentive Compensation(2)	8,035,600	8,035,600	8,035,600	8,035,600	8,035,600	8,035,600	8,035,600	8,035,600
	Total(3)	17,294,750	17,294,750	17,294,750	17,294,750	21,924,325	21,924,325	21,924,325	21,924,325
Jordan Licht Chief Financial Officer	Cash Payment	—	—	—	—	—	—	—	—
	Long-Term Incentive Compensation	—	—	—	—	—	—	—	—
	Total	—	—	—	—	—	—	—	—
Aviva Will President	Cash Payment(1)	—	600,000	600,000	—	—	600,000	600,000	—
	Long-Term Incentive Compensation	—	—	—	—	—	—	—	—
	Total	—	600,000	600,000	—	—	600,000	600,000	—
Elizabeth O’Connell Chief Strategy Officer	Cash Payment	—	—	—	—	—	—	—	—
	Long-Term Incentive Compensation	—	—	—	—	—	—	—	—
	Total	—	—	—	—	—	—	—	—


Fiscal year	Summary compensation table total for PEO(1) ($)	Compensation actually paid to PEO(2) ($)	Average summary compensation table total for non-PEO NEOs(1)(3) ($)	Average compensation actually paid to non-PEO NEOs(2)(3) ($)	Value of initial fixed $100 investment based on:		Net income ($)	Net realized gains/(losses) for Principal Finance segment ($)
					Total shareholder return ($)	Peer group total shareholder return(4) ($)
2024	11,747,782	10,353,388	5,070,916	4,490,662	82	109	229,583,000	327,174,000
2023	11,727,836	19,336,976	4,914,556	6,793,242	193	116	718,199,000	187,376,000
2022	5,731,151	4,664,352	3,023,362	2,565,418	78	84	97,459,000	134,473,000


Fiscal year	Summary compensation table total for PEO ($)	Deduct: Stock awards for PEO(i) ($)	Add: Year-end value of unvested equity awards granted during year for PEO(ii) ($)	Increase/(decrease) in value of unvested equity awards granted in prior years for PEO ($)	Add: Value of equity awards granted and vested during year for PEO ($)	Increase/(decrease) in value of equity awards granted in prior years which vested during year for PEO ($)	Deduct: Equity awards that failed to vest during year for PEO ($)	Add: Dividends for PEO ($)	Total (compensation actually paid to PEO) ($)

2024	11,747,782	(3,333,443)	2,879,269	(1,039,608)	—	99,389	—	—	10,353,388
2023	11,727,836	(1,458,625)	6,099,134	3,144,257	—	(175,626)	—	—	19,336,976
2022	5,731,151	(1,821,722)	1,600,970	(846,047)	—	—	—	—	4,664,352


Fiscal year	Summary compensation table total for non-PEO NEOs ($)	Deduct: Stock awards for non-PEO NEOs(i) ($)	Add: Year-end value of unvested equity awards granted during year for non-PEO NEOs(ii) ($)	Increase/(decrease) in value of unvested equity awards granted in prior years for non-PEO NEOs ($)	Add: Value of equity awards granted and vested during year for non-PEO NEOs ($)	Increase/(decrease) in value of equity awards granted in prior years which vested during year for non-PEO NEOs ($)	Deduct: Equity awards that failed to vest during year for non-PEO NEOs ($)	Add: Dividends for non-PEO NEOs ($)	Total (compensation actually paid to non-PEO NEOs) ($)

2024	5,070,916	(1,047,307)	913,703	(479,393)	—	32,742	—	—	4,490,662
2023	4,914,556	(679,112)	1,428,254	1,255,409	—	(125,865)	—	—	6,793,242
2022	3,023,362	(767,192)	733,575	(406,844)	—	(17,484)	—	—	2,565,418


Performance measures
Net realized gains/(losses) for the Principal Finance segment
TSR


Ordinary shares available for grant and outstanding	Weighted-average exercise price	Ordinary shares
Ordinary shares available for grant under the LTIP(1)	—	13,780,081
Ordinary shares available for grant under the NED Plan(2)	—	176,459
Ordinary shares requested for approval under the 2025 Omnibus Incentive Compensation Plan	—	16,500,000
Reduction of ordinary shares underlying the Contingent Awards(3)	—	(892,002)
Total ordinary shares available for grant (A)(1)	—	15,784,457
Ordinary shares underlying previously granted outstanding options	—	—
Ordinary shares underlying previously granted outstanding full-value awards(3)(4)	—	3,651,815
Ordinary shares underlying previously granted Contingent Awards(3)	—	892,002
Total outstanding options and full-value awards (B)	—	4,543,817
Ordinary shares outstanding as of March 3, 2025 (C)	—	219,421,904
Overhang (A+B) / C(5)	—	9.3%
Diluted overhang (A+B) / (A+B+C)	—	8.5%


Name and position	Dollar value ($)(1)	Number of units (#)(2)
Christopher Bogart	—	—
Co-Founder and Chief Executive Officer
Jonathan Molot	—	—
Co-Founder and Chief Investment Officer
Jordan Licht	300,000	20,944
Chief Financial Officer
Aviva Will	300,000	20,944
President
Elizabeth O’Connell	300,000	20,944
Chief Strategy Officer
Executive officers as a group (nine individuals)	1,799,500	125,928
Non-executive directors as a group (five individuals)	—	—
Non-executive officer employees as a group	10,947,204	766,074


Name and position	Number of RSUs (#)	Number of PSUs (#)
Christopher Bogart	—	—
Co-Founder and Chief Executive Officer
Jonathan Molot	—	—
Co-Founder and Chief Investment Officer
Jordan Licht	10,497	10,497
Chief Financial Officer
Aviva Will	10,497	10,497
President
Elizabeth O’Connell	10,497	10,497
Chief Strategy Officer
Executive officers as a group (nine individuals)	62,964	62,964
Non-executive directors as a group (five individuals)	—	—
Non-executive officer employees as a group	766,074	—


Name of beneficial owner	Number of ordinary shares beneficially owned	% of ordinary shares outstanding
Directors and Named Executive Officers
Rukia Baruti Dames	4,959	*
Christopher Bogart(1)	9,194,125	4.19%
Pamela Corrie	4,445	*
Robert Gillespie	15,265	*
Christopher Halmy(2)	29,736	*
Jordan Licht(3)	—	—
Jonathan Molot(4)	9,795,823	4.46%
Elizabeth O' Connell(5)	336,542	*
John Sievwright	23,601	*
Aviva Will(6)	310,979	*
Directors and executive officers as a group (14 individuals)(7)	19,525,962	8.90%

5% or more shareholders
BlackRock, Inc.(8)	15,416,778	7.03%
Orbis Investment Management Limited(9)	11,960,545	5.45%


	Year ended December 31, 2024
($ in thousands)	Consolidated		Third-party interests		Total segments (Burford-only)
Net income/(loss)	$	229,583	$	(83,099)	$	146,484
Net realized gains/(losses)	$	439,665	$	(112,491)	$	327,174


	Year ended December 31,
($ in thousands)	2024
Consolidated realizations	$	907,042
Plus/(Less): Third-party interests	(260,166)
Total segments (Burford-only) total realizations	646,876
Plus/(Less): Realizations from other income on due from settlement of capital provision assets	2,704
Plus/(Less): Loss from financial liabilities at fair value through profit or loss	(2,583)
Plus/(Less): Reported realizations held at joint venture and not yet distributed	6,520
Plus/(Less): Reported realizations held at fund level and not yet distributed	840
Plus/(Less): Prior period realizations held at fund level and distributed in the current period	(13,233)
Adjusted Burford-only total realizations	641,124


($ in millions)	Consolidated		Third-party interests		Burford-only
For the year ended December 31, 2024	$	3,617	$	(286)	$	3,331


BURFORD CAPITAL DEFERRED COMPENSATION PLAN
Effective Date February 1, 2021 Amended and Restated as of November 26, 2024