DEF 14A of Burford Capital Ltd
Filed Apr 2, 2026 · FY20250001714174-26-000055
RESOLUTIONS 1 THROUGH 7—ELECTION OF DIRECTORS
RESOLUTIONS 1 THROUGH 7—ELECTION OF DIRECTORS In accordance with our established practice, members of the Board of Directors are elected for one-year terms and stand for election or re-election annually. The Board of Directors is unclassified and currently consists of six directors. At the 2026 AGM, shareholders are being asked to elect seven directors. Six of the director nominees are current members of the Board of Directors and have been nominated by the Board of Directors for re-election at the 2026 AGM. In addition, the Board of Directors has nominated one new director nominee, who does not currently serve on the Board of Directors, for election at the 2026 AGM. Following its annual performance evaluation, the Board of Directors determined that the performance of each incumbent director nominee continues to be effective and that the continued service of each incumbent director nominee is in our best interests and those of our shareholders. The Board of Directors also determined that the new director nominee possesses the experience, qualifications, skills and attributes that would complement the existing Board of Directors and support the Board of Directors in fulfilling its duties. The Board of Directors concluded that each director nominee demonstrates a strong commitment to the role, has sufficient time to fulfill his or her responsibilities and contributes skills and perspectives that are relevant and beneficial to us. See “—Director nominees’ qualifications and attributes” and “—Director nominees’ biographies” for additional information about each director nominee, including the experience, qualifications, skills and attributes of each director nominee. Shareholders are being asked to vote on the election of the seven director nominees, each to serve for a one-year term expiring at the close of our next annual general meeting. The table below sets forth the names, ages and positions of the director nominees.
RESOLUTIONS 1 THROUGH 7—ELECTION OF DIRECTORS
| Name | Age | Position(s) | | Rukia Baruti Dames | 57 | Non-Executive Director | | Christopher Bogart | 60 | Co-Founder and Chief Executive Officer and Director | | Pamela Corrie | 68 | Non-Executive Director | | Robert Gillespie | 70 | Non-Executive Director | | Christopher Halmy | 57 | Non-Executive Vice Chair of the Board of Directors | | Rick Noel | 57 | Non-Executive Director | | John Sievwright | 71 | Non-Executive Chair of the Board of Directors |
Director nominees’ biographies
Director nominees’ biographies Set forth below are the biographies for each of the seven director nominees nominated by the Board of Directors for election or re-election, as applicable, at the 2026 AGM.
Director nominees’ biographies
| 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 an 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 and the nominating, corporate governance and social responsibility committee of Western Alliance Bancorporation (NYSE: WAL) and as an independent member of the board of directors and a member of the audit committee and the risk committee of OneMain Financial® (NYSE: OMF). He has previously served as an independent member of the board of directors of Mercury® Financial LLC, Mosaic Sustainable Finance Corp. and Spectrum Automotive Holdings Corporation. 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 and as a director of Ruxbil Nature Retreat since 2025. 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 of Laws degree and a diploma 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. |
Director nominees’ biographies
| 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, and the chair of the Zoning Board of Appeals of Briarcliff Manor, New York. In addition, he served for more than 25 years as a director, finance committee chair and advisor to 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 board of directors of Fossil Group, Inc. (NASDAQ: FOSL), a global consumer retail company, where she is the chair of the audit committee and a member of the nominating and governance and strategic planning committees, to which board 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, Guitar Center, Inc., the world’s largest musical instruments store, AGDP Holding Inc., a live entertainment company, and Alea Group Holdings Ltd., a provider of specialty insurance and reinsurance services, 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. |
Director nominees’ biographies
| 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. | | Rick Noel, Non-Executive Director Mr. Noel is an independent non-executive director nominee and is expected to serve as a member of the Audit Committee. Mr. Noel currently serves as a Senior Advisor to MPowered Capital, an investment firm providing capital solutions to emerging managers across private alternatives. He retired as a Partner of Varde Partners, a global alternative investment firm specializing in credit and credit-related assets, in 2022 after more than two decades with the firm. During his tenure, Mr. Noel served in a number of senior leadership roles, including Head of Global Financial Services and Head of Europe, based in London, and Head of Asia, based in Singapore, where he established the firm’s Singapore office. Across these roles, he focused on financial services private equity, consumer and commercial credit, distressed credit portfolios and other asset-based investments, and was involved in capital raising, investment committee activities, portfolio management, investor relations and strategic planning. Earlier in his career, Mr. Noel held investment roles at Advantus Capital Management and Cargill Financial Services, and he began his career in the audit and business advisory unit at Arthur Andersen. Mr. Noel serves on the board of directors of WiZink Bank, a consumer-focused Iberian bank and a portfolio company of Varde Partners, and previously served on the board of directors of Mercury Financial (USA), a monoline credit card issuer and a former portfolio company of Varde Partners. He also currently serves on the University of Northern Iowa Foundation Board of Trustees. Mr. Noel earned his MBA in Finance from the University of Minnesota’s Carlson School of Management and his Bachelor of Arts in Accounting from the University of Northern Iowa. In addition, he has passed the examinations for the Certified Public Accountant and Chartered Financial Analyst. Mr. Noel’s extensive experience in financial services, credit investing and global leadership makes him a valuable member of the Board of Directors. |
Director nominees’ qualifications and attributes
Director nominees’ qualifications and attributes The Board of Directors is composed of individuals with diverse backgrounds and experience, who together enable the Board of Directors to oversee our strategy effectively. All director nominees have the following key attributes:
Director nominees’ qualifications and attributes
| •Strategic thinking •Business judgment •Leadership and expertise in their fields •High performance standards | •Integrity and accountability •Commitment and enthusiasm •Responsibility and courage |
Director nominees’ qualifications and attributes
We believe our director nominees bring a well-rounded variety of experience, qualifications, skills and attributes and represent a mix of deep knowledge of our business and fresh perspectives. The table below summarizes some of the attributes of each director nominee. See “—Director nominees’ biographies” for additional information about each director nominee, including the experience, qualifications and skills of each director nominee.
Director nominees’ qualifications and attributes
| | Sievwright | Halmy | Baruti | Bogart | Corrie | Gillespie | Noel | | Background and Attributes | | | | | | | | | Board Tenure (years) | 6 | 4 | 3 | 6 | 2 | 6 | N/A | | Gender | M | M | F | M | F | M | M | | Race / Ethnicity | | | | | | | | | Black / African American | | | ✓ | | | | | | White / Caucasian | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ |
Director compensation
Director compensation The table below sets forth compensation for our directors for the year ended December 31, 2025, as calculated in accordance with the SEC rules.
Director compensation
| 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 | 48,879 | — | — | — | — | 138,879 | | Christopher Bogart(3) | — | — | — | — | — | — | — | | Pamela Corrie | 90,000 | 48,879 | — | — | — | — | 138,879 | | Robert Gillespie | 90,000 | 48,897 | — | — | — | — | 138,897 | | Christopher Halmy | 125,000 | 97,757 | — | — | — | — | 222,757 | | John Sievwright | 150,000 | 139,942 | — | — | — | — | 289,942 |
Director compensation
(1)Represents cash fees earned for the year ended December 31, 2025. For Mr. Halmy, amount includes a portion of his cash fees in the aggregate amount of $62,500, receipt of which he elected to defer in accordance with the Burford Capital Deferred Compensation Plan, effective as of February 1, 2021 and as amended and restated as of November 26, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “NQDC Plan”). (2)Represents the grant date fair value for grants of our ordinary shares made effective as of June 5, 2025 (determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”)), excluding the effect of any estimated forfeitures of such awards. As of December 31, 2025, the non-executive directors held the following numbers of our ordinary shares that were granted under, and remain subject to the transfer and sale restrictions of, the NED Plan (as defined below): Dr. Baruti Dames, 8,676 ordinary shares; Ms. Corrie, 6,069 ordinary shares; Mr. Gillespie, 8,676 ordinary shares; Mr. Halmy, 14,162 ordinary shares; and Mr. Sievwright, 18,937 ordinary shares. (3)Mr. Bogart does not receive compensation for his service on the Board of Directors in addition to his compensation as the Chief Executive Officer. Cash fees For the year ended December 31, 2025, our independent non‐executive directors received cash fees for their service on the Board of Directors, the committees of the Board of Directors and, if applicable, the boards of directors of our subsidiaries. Each non-executive director received an annual cash fee (prorated for any partial service period during the fiscal year) of $90,000, with an additional cash fee of (i) $50,000 for service as the independent Chair of the Board of Directors, (ii) $15,000 for service as the independent Vice Chair of the Board of Directors, (iii) $20,000 for service as the Chair of the Audit Committee and (iv) $10,000 for service as the Chair of the Compensation Committee. The cash fees are paid quarterly in arrears, prorated for any partial service period and, if requested, converted into a director’s local currency at the exchange rate on the date of payment. NED Plan We have established the Burford Capital Limited 2021 Non‐Employee Directors’ Share Plan (as amended, supplemented or otherwise modified from time to time, the “NED Plan”), pursuant to which non-executive directors are eligible to receive grants of our ordinary shares in connection with their service on the Board of Directors, subject to transfer and sale restrictions until the earlier of (i) the third anniversary of the grant date or (ii) the date on which the director no longer serves as a member of the Board of Directors. Employee directors are not eligible for grants under the NED Plan. Each non-executive director received an annual grant of restricted ordinary shares (prorated for any partial service period during the fiscal year) equal to $47,500, with an additional grant of restricted ordinary shares equal to (i) $88,500 for service as the independent Chair of the Board of Directors and (ii) $47,500 for service as the independent Vice Chair of the Board of Directors. Setting non-executive director compensation The form and amount of non-executive director compensation is determined by the Chair of the Board of Directors upon the recommendation of the Chief Executive Officer. In establishing non-executive director compensation, we consider compensation levels for non-executive directors at US and UK public companies of comparable size and complexity. Our employee directors do not receive additional compensation for their service as directors. The non-executive directors are not entitled to receive any compensation upon a termination of service on the Board of Directors, and no fees will be payable in respect of any unserved portion of the applicable term of service. The non-executive directors are entitled to reimbursement by us of reasonable expenses incurred in connection with the performance of their duties as our directors. The non-executive directors may, in certain circumstances and at our expense, obtain independent professional advice in the furtherance of their duties as our directors. During the year ended December 31, 2025, on the recommendation of the Chief Executive Officer, the Compensation Committee considered and approved an increase in the compensation of non-executive directors effective immediately following the annual general meeting held in 2025. The increase equaled 10% of the aggregate cash fees and share-based awards given to an individual non-executive director, with the entirety of such 10% increase made in the form of share-based awards. See “—NED Plan” for additional information with respect to grants of restricted ordinary shares to our non-executive directors. Share ownership guidelines for non-executive directors To ensure that non-executive directors become and remain meaningfully invested in our ordinary shares, each non-executive director is expected to hold a minimum level of ownership of our ordinary shares equal to at least four times the base annual cash retainer payable to such non-executive director. For purposes of satisfying these requirements, a non-executive director’s holdings of our ordinary shares will include, in addition to ordinary shares held outright, any ordinary shares, restricted shares or restricted share units granted to such non-executive director as compensation for service on the Board of Directors, whether vested or unvested, and any ordinary shares or restricted share units held under a deferral or similar plan. The non-executive directors are required to retain ordinary shares received pursuant to their service on the Board of Directors until this minimum level of ownership is reached. The non-executive directors have five years from the latest of (i) the date they become subject to the Corporate Governance Guidelines, (ii) the date of a material change to the Corporate Governance Guidelines or (iii) the date of any increase in their annual cash retainer to attain this ownership threshold. These share ownership requirements are determined, and may be modified from time to time, by the Compensation Committee.
Compensation philosophy
Compensation philosophy Our compensation structure is designed to attract and retain qualified employees as well as to incentivize and reward employee performance. For our executive officers (including the Named Executive Officers), compensation is further intended to align their interests with our long-term interests and those of our shareholders as well as to reflect the overall performance of our business and portfolio. As such, our compensation philosophy emphasizes the linkage between compensation and our long-term performance. Accordingly, under the Burford Capital 2016 Long Term Incentive Plan (the “LTIP”), we have historically granted service-based restricted share unit (“RSU”) awards to employees (including the Named Executive Officers). In addition, we have historically granted performance-based restricted share unit (“PSU”) awards to our executive officers (including the Named Executive Officers). Following the adoption of the Burford Capital Limited 2025 Omnibus Incentive Compensation Plan (the “OICP”), RSU awards have continued to represent the primary form of equity-based incentive compensation for the vast majority of employees (including the Named Executive Officers), and the Compensation Committee retains discretion regarding whether and to what extent to grant PSU awards to our executive officers. In addition, we provide each of our “officers” (within the meaning of Section 16(a) of the Exchange Act) and other employees, whose eligibility is determined in the sole discretion of the Compensation Committee based on the recommendation of the Chief Executive Officer, with an opportunity to participate in our “carry pools” arrangement (the “Phantom Carry Pools Arrangement”) and the NQDC Plan. A key element of our compensation approach is that we do not pay compensation based on unrealized gains in the fair value of our assets. While we are required under the applicable accounting rules to determine the fair value of our assets, we recognize that our assets are subject to binary risk of loss and, consequently, we focus our compensation programs on cash generation from concluded matters and not intermediate non-cash changes in the fair value of our assets. As a result, annual variations in compensation levels are more likely to correlate to cash realizations and less likely to correlate to our performance as presented in our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“US GAAP”). We face several unique dynamics in addressing our compensation structure and quantum. First, our senior employees are recruited primarily from leading global law firms and other highly competitive segments of the legal industry, where compensation structures typically emphasize high levels of current cash compensation with limited long-term incentive components compared to those common among US domestic public companies. To attract and retain this high-quality legal talent, our compensation structure must reflect the competitive realities of the marketplace from which we recruit. Second, the current cash compensation expectations of professionals from the legal and financial industries primarily rely on generating revenues from fees on a current basis, but our financial performance in any individual period can be volatile given that our assets can produce attractive returns over time but frequently are of both long and uncertain duration to generate those returns. Our compensation structure needs to manage this tension in a fashion that permits us to attract and retain the employees critical to our success. The combined impact of these first two points means that we need to pay higher levels of current cash compensation than may be typical in finance businesses in order to attract and retain the lawyers on whom the business depends, and while we endeavor to link compensation to performance as much as possible, there are limits to our ability to do so without putting our talent at risk. Third, we were originally founded as an investment fund publicly listed in the United Kingdom and managed by a privately held investment manager owned by Messrs. Bogart and Molot. A subsequent corporate reorganization occurred that resulted in Messrs. Bogart and Molot selling the investment manager to us and foregoing management and performance fees from the investment manager. An integral part of that corporate reorganization transaction—which occurred in 2012, long before we were publicly listed in the United States—was the largely formulaic structure and terms of the ongoing compensation packages for Messrs. Bogart and Molot as founders, which continue to apply. Thus, given Messrs. Bogart’s and Molot’s roles as our co-founders and the allocation of responsibilities between the Chief Executive Officer and the Chief Investment Officer, we have always paid them identical compensation based on similar principles to determine their compensation packages (with the only differences in their reported annual compensation arising as a result of timing of their respective deferral elections under the NQDC Plan). Although not typical for US domestic public companies, we believe this compensation structure reflects Messrs. Bogart’s and Molot’s importance as co-founders in setting and achieving our strategic business objectives and is a long-standing contractual obligation that we are unable to vary unilaterally. Our basic compensation principles include, among others: •Paying market-competitive total cash compensation for individual roles that is tied to our overall performance and the performance of our portfolio •Enabling employees to build meaningful long-term equity ownership in our company over time through awards of our ordinary shares, thereby aligning their overall compensation with sustained performance and long-term shareholder value creation •Increasing the proportion of compensation tied to the ultimate profitability of our legal finance assets rather than primarily to asset origination •Tying a portion of senior employees’ compensation directly to the cash receipts from legal finance transactions (commonly referred to as “carry” in the alternative asset management industry), reinforcing alignment with shareholders by basing payments solely on concluded transactions and realized net cash gains •Ensuring that a substantial portion of our executive officers’ compensation is performance-based and variable •Maintaining executive compensation framework that reflects shareholder feedback while preserving alignment with our long-term business model and strategy
Compensation governance best practices
| What We Do | What We Do Not Do | | ✓ Balanced pay mix of long- and short-term incentive compensation ✓ Alignment of executive compensation with our long-term business and share price performance ✓ Generally, approximately 50% of long-term incentive awards granted to the Named Executive Officers under the OICP (or any predecessor plan) historically and in the 2025 fiscal year were subject to performance-based vesting conditions ✓ Robust share ownership guidelines for executive officers and directors ✓ Restrictions on trading our ordinary shares during certain periods ✓ Robust clawback policies allowing recoupment of incentive-based compensation paid to executive officers ✓ Annual review of our compensation program to ensure it does not encourage excessive risk taking ✓ Retention of an independent compensation consultant reporting directly to the Compensation Committee ✓ Annual review of the Compensation Committee’s charter | ✗No excessive severance multiples ✗No single-trigger vesting of long-term incentive awards based on change in control ✗No Section 280G gross ups ✗No ordinary dividends paid on unvested RSU and/or PSU awards (each, as defined below) ✗No excessive perquisites or benefits ✗No automatic base salary increases ✗No defined benefit pension plans ✗No hedging, pledging or short-sale transactions in our ordinary shares |
Shareholder outreach
Shareholder outreach We value and seek input from our shareholders throughout the year on a wide variety of topics, including financial and operating performance, business strategy, corporate governance and executive compensation matters. During the 2025 fiscal year and early 2026 fiscal year, we engaged with investors from institutional investment firms that in the aggregate represented ownership of more than 50% of our outstanding ordinary shares as of December 31, 2025. These engagements included discussions with 21 of our 25 largest institutional shareholders, who collectively held more than 40% of our outstanding ordinary shares as of December 31, 2025. These discussions included specific conversations regarding our executive compensation program, including our carried interest compensation structure and the discretionary annual incentive bonus component applicable to Messrs. Bogart and Molot. Shareholders with which we engaged overwhelmingly supported maintaining our carried interest compensation framework as a means of preserving alignment of senior management compensation with portfolio performance, despite the contrary views of the proxy advisory firms as discussed below. Feedback from these interactions was shared, as appropriate, with certain members of our management committee comprised of members of our senior management (the “Management Committee”) and the Board of Directors. At our annual shareholder meeting held in May 2025, we held our first advisory say-on-pay vote to approve executive compensation following our transition to US domestic issuer status. Institutional Shareholder Services (“ISS”), a major shareholder advisory firm, recommended that shareholders vote “against” the proposal, citing concerns regarding certain elements of our executive compensation program, including carried interest allocations and the discretionary annual incentive bonus structure introduced in connection with our transition to US domestic issuer status. Approximately 67% of votes cast at our annual shareholder meeting held in May 2025 were in favor of the say-on-pay advisory proposal and approximately 33% of votes cast were against the proposal, which we believe was significantly influenced by shareholder advisory firm recommendations. During the 2025 fiscal year, certain of our executive officers and our investor relations team engaged with ISS to discuss our executive compensation framework and explain the rationale underlying our long-term, performance-based approach. In light of both proxy advisory firm feedback and our direct shareholder consultations, and as part of our ongoing evaluation of our executive compensation practices following our transition to US domestic issuer status, we carefully considered our executive compensation practices. While shareholders overwhelmingly supported maintaining the carried interest compensation structure, we determined that eliminating the discretionary annual incentive bonus for Messrs. Bogart and Molot would further strengthen the alignment of senior management compensation with long-term portfolio performance. As a result, we entered into the A&R Bogart and Molot Employment Agreements (as defined below), pursuant to which, beginning in the 2025 fiscal year, we are not obligated to, and for the 2025 fiscal year did not, award annual incentive bonuses to Messrs. Bogart or Molot. Instead, their compensation continues to be primarily tied to realized net cash gains through carried interest allocations at participation percentage levels consistent with those in place prior to the introduction of the discretionary annual bonus. We believe this approach reinforces the alignment of Messrs. Bogart’s and Molot’s compensation with long-term portfolio performance while responding constructively to shareholder and proxy advisory firm feedback. See “—Individual arrangements with the Named Executive Officers—A&R Bogart and Molot Employment Agreements” for additional information with respect to the compensation provided under the A&R Bogart and Molot Employment Agreements. Shareholder engagement remains a central component of our annual compensation review process, and we will continue to incorporate shareholder feedback into the ongoing evaluation of our executive compensation program.
Determining compensation
Determining compensation Compensation Committee The Compensation Committee reviews our executive compensation program annually to confirm that the overall structure and individual elements of our executive compensation program remain both aligned with our compensation philosophy and conducive to the achievement of our objectives. Following this review, the Compensation Committee makes any necessary or appropriate modifications and enhancements to our executive compensation program in general and specifically as to each of the Named Executive Officers within the context of our compensation philosophy. The Compensation Committee’s decisions regarding the compensation of the Named Executive Officers are generally guided by the factors set forth below. The Compensation Committee does not weigh these factors in any predetermined manner and no single factor is determinative in selecting compensation elements and establishing compensation levels. Rather, the Compensation Committee uses these factors as a framework together with our compensation philosophy to guide its compensation decisions for executive officers (including the Named Executive Officers). The factors that the Compensation Committee considers in selecting compensation elements and establishing compensation levels include, among others: •The objectives of our executive compensation program (including risk management) •Our performance against the financial, operational and strategic goals established by the Compensation Committee and the Board of Directors •The performance of the Named Executive Officers based on an assessment of their contributions to our overall performance as well as expected future contributions to our long-term financial, operational and strategic goals •The Named Executive Officers’ roles and responsibilities, qualifications, knowledge, skills, experience and tenure •Our performance and compensation practices relative to other employers who are competitors for talent or influencers as to compensation •Macroeconomic and market conditions Independent Compensation Consultant The Compensation Committee recognizes the value of objective expertise and counsel that can be provided by an independent compensation consultant. The Compensation Committee has retained an independent compensation consultant, Semler Brossy Consulting Group, LLC (the “Compensation Consultant”), for the 2025 fiscal year. The Compensation Consultant reports directly to the Compensation Committee, which maintains the sole authority to retain, terminate and obtain the advice of the Compensation Consultant at our expense. The Compensation Consultant’s role and responsibilities may periodically include: •Advising the Compensation Committee on external market data, trends and issues in executive compensation •Assessing our executive compensation philosophy, objectives and overall structure and elements and assisting the Compensation Committee in developing best practices in executive compensation •Reviewing our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on us •Developing and maintaining a peer group of companies for compensation comparison purposes •Advising the Compensation Committee with respect to considerations and market practices for the annual incentive bonus program and long-term equity program design •Reviewing materials provided to the Compensation Committee for discussion and approval •Participating in meetings of the Compensation Committee, including portions of the meetings without management present, and providing consultation to the Chair of the Compensation Committee with respect to the topics reviewed during the meetings •Reviewing compensation levels and pay mix for each of the executive officers (including the Named Executive Officers) and assessing and recommending changes for executive officers’ (including the Named Executive Officers’) base salaries, as well as their annual incentive bonus targets and long-term equity compensation levels While the Compensation Committee considers the review and recommendations of the Compensation Consultant when making decisions for the executive compensation program, the Compensation Committee ultimately makes independent decisions in determining the compensation of the executive officers, including the Named Executive Officers. For the 2025 fiscal year, the Compensation Committee assessed the independence of the Compensation Consultant pursuant to the applicable rules and regulations of the SEC and the listing standards of the NYSE. In doing so, the Compensation Committee considered each such requirement with respect to the Compensation Consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to our total revenues. The Compensation Consultant did not perform any other services for us or our management that could jeopardize its independent status. In addition, the Compensation Consultant has safeguards in place to maintain independence in its executive compensation consulting practice. Based on the Compensation Committee’s consideration of the foregoing and other relevant factors pursuant to the applicable rules and regulations of the SEC and the listing standards of the NYSE, it concluded that the Compensation Consultant was independent and that there were no conflicts of interest in connection with its work as compensation consultant for the Compensation Committee. Compensation peer group overview We believe that we do not have a direct peer group of public companies given the unique nature of our business. Further, because the vast majority of our client-facing team comes from law firms and remains more closely associated with the legal industry than the corporate finance and investment industries, we continuously monitor compensation practices within the legal industry. Despite the absence of a direct peer group of public companies, we nevertheless recognize the importance of comparing our executive compensation design, compensation elements and pay mix to those of other public companies to ensure that they are competitive and appropriately aligned with market practices. As such, the Compensation Committee reviews a group of companies that it considers our peer group for purposes of evaluating our overall performance and the performance of the Named Executive Officers even though we compete with the named peers neither for employees nor in business. The Compensation Committee also considers any peer groups developed by proxy advisory firms and specific industry surveys as additional reference points. Compensation decisions are not based solely on consideration of the peer group. Rather, the peer group serves as one point of reference among others to aid in understanding the competitive market for employees, including the Named Executive Officers, given the unique nature of our business. In addition, when determining the compensation design, elements and pay mix for the Named Executive Officers, we consider profits per partner at major US law firms as well as compensation of general counsel at major US corporations. 2025 peer group With the assistance of the Compensation Consultant, the Compensation Committee initially approved our peer group in 2024 for purposes of setting executive officer compensation for the 2025 fiscal year, as discussed in further detail under “Executive compensation—Compensation discussion and analysis—Determining compensation—Peer group” in our definitive proxy statement filed on April 3, 2025. For purposes of the 2025 fiscal year, our peer group was as follows:
Determining compensation
| 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. |
Determining compensation
Comparable companies met the criteria of being generally headquartered in the United States and of being alternative or traditional asset managers, boutique investment banks, specialty finance firms and/or companies focused on the business of law. With the assistance of the Compensation Consultant, the Compensation Committee expects to review our peer group at least annually and adjust its composition as appropriate to reflect changes in our business and in the peer group companies and any other relevant factors. 2026 peer group Based on feedback received from proxy advisory firms on the peer group for the 2025 fiscal year and further evaluation conducted in tandem with the Compensation Consultant, including consideration of market data presented by the Compensation Consultant, the Compensation Committee has modified the 2025 peer group for the 2026 fiscal year on the basis of market capitalization, which resulted in removal of The Carlyle Group Inc. and TPG Inc. and the addition of Hamilton Lane Incorporated and Stepstone Group Inc., notwithstanding that we believe we are more likely to compete for talent with the companies being removed than with the companies being added. Pay mix The pay mix for the executive officers (including the Named Executive Officers) is intended to align executive compensation with our overall performance and the performance of our portfolio and emphasize long-term versus short-term compensation, with all compensation (other than base salary) being variable and subject to our performance. For the 2025 fiscal year, approximately 87% of the total compensation for the Chief Executive Officer was variable and long-term and approximately 59% of the total compensation of the other Named Executive Officers, on average, was variable and long-term.
Compensation structure and elements
Compensation structure and elements During the 2025 fiscal year, the principal elements of the compensation for the Named Executive Officers generally were comprised of base salary, annual incentive bonus and long-term incentive compensation. In addition, the Named Executive Officers were eligible to receive carried interest allocations under the Phantom Carry Pools Arrangement and certain retirement benefits and perquisites as additional elements of their respective compensation. Base salary We pay each of the Named Executive Officers an annual base salary to provide a predictable level of income competitive for each of their respective roles and to enable us to attract and retain skilled executive talent. In general, we pay the Named Executive Officers fixed base salaries reflecting their respective positions and experience levels that neither vary due to individual performance nor are subject to automatic increases. The base salary for each of the Named Executive Officers was set in accordance with the terms of his or her respective employment arrangements and may be adjusted from time to time in accordance with such employment arrangements as determined by the Compensation Committee in connection with its annual compensation review. See “—Individual arrangements with Named Executive Officers” for additional information with respect to employment arrangements with the Named Executive Officers. We did not increase the base salaries for any of the Named Executive Officers for the 2025 fiscal year. Annual incentive bonus Overview For our executive officers, including the Named Executive Officers, the cornerstone of our compensation approach is the use of formulaic carried interest allocations based solely on cash gains, which we believe aligns the interests of our executive officers (including the Named Executive Officers) and those of our shareholders by focusing executive officers on striving for the best investment performance possible. Messrs. Bogart’s and Molot’s annual incentive bonuses In connection with our transition to US domestic issuer status, we entered into the Prior Bogart and Molot Employment Agreements (as defined below), which became effective at the beginning of the 2024 fiscal year. Under the Prior Bogart and Molot Employment Agreements, we reduced the total annual formulaic carried interest allocations under the Phantom Carry Pools Arrangement to Messrs. Bogart and Molot from 3.75% to 3.00% and added an annual bonus with a target value equal to 200% of such executive’s annual base salary to more closely align with general US public company pay structure for executive compensation. Following negative feedback from ISS on the Prior Bogart and Molot Employment Agreements, particularly with respect to the annual bonus component of such arrangements, and subsequent discussions with our shareholders, we entered into the A&R Bogart and Molot Employment Agreements (as defined below) which became effective as of January 1, 2026. The A&R Bogart and Molot Employment Agreements, among other things, eliminate any target annual bonus and return to our historical practice of providing carried interest allocations to Messrs. Bogart and Molot equal to 3.75% of the cash gains realized by us for each vintage year beginning on January 1, 2015 and ending on December 31, 2028. See “Executive compensation—Shareholder outreach” for additional information with respect to feedback from ISS and our shareholders. In addition, the A&R Bogart and Molot Employment Agreements provide that Messrs. Bogart and Molot will be eligible to receive an annual bonus if so awarded in the discretion of the Board of Directors or the Compensation Committee, as applicable, but that there is no expectation that such annual bonus will be paid for any year, including the 2025 fiscal year. Accordingly, Messrs. Bogart and Molot did not receive an annual incentive bonus in respect of the 2025 fiscal year. See “—Individual arrangements with Named Executive Officers—Prior Bogart and Molot Employment Agreements”, “—Individual arrangements with Named Executive Officers—A&R Bogart and Molot Employment Agreements” and “—Annual incentive bonus compensation decisions for 2025 fiscal year—Messrs. Bogart’s and Molot’s annual incentive bonus compensation decisions” for additional information with respect to Messrs. Bogart’s and Molot’s annual incentive bonuses. Other Named Executive Officers’ annual incentive bonuses As part of their respective compensation package, each of the other Named Executive Officers is eligible to receive an annual incentive bonus. As part of its assessment to determine the annual incentive bonus amounts for the other Named Executive Officers, the Compensation Committee considers our performance, including the factors described under “—Determining compensation”, and the Named Executive Officers’ performance. For the Named Executive Officers other than Messrs. Bogart and Molot, the Compensation Committee is assisted by Mr. Bogart, who evaluates and summarizes executive performance and makes recommendations to the Compensation Committee with respect to the annual incentive bonus amounts after consultation with Mr. Molot. As a matter of policy, we do not provide a guaranteed annual incentive bonus to any of the other Named Executive Officers, do not establish specific performance metric targets upon which the annual incentive bonus would become payable and generally pay the same annual incentive bonus to each of the other Named Executive Officers. See “—Individual arrangements with Named Executive Officers” and “—Annual incentive bonus compensation decisions for 2025 fiscal year—Other Named Executive Officers’ annual incentive bonus compensation decisions” for additional information with respect to the annual incentive bonus payable to Messrs. Licht and Arnott and Ms. O’Connell. Annual incentive bonus compensation decisions for 2025 fiscal year The annual incentive bonus amounts are determined based on the Compensation Committee’s holistic review of our overall performance, and the individual’s role in and contribution to such performance, during the relevant fiscal year and are reflected in the “Non-equity incentive plan compensation” column of the “—Summary compensation table” for the 2025 fiscal year. The highlights of our performance in the 2025 fiscal year under the leadership of the Named Executive Officers included: •Scaling the platform to support long-term growth objectives, including substantial expansion of the portfolio base and continued diversification across geographies and asset types •Maintaining disciplined capital allocation and portfolio risk management amid extended case durations and idiosyncratic litigation developments, preserving the long-term integrity and expected value of the portfolio •Advancing significant appellate and enforcement activity relating to the YPF-related assets, including active proceedings in multiple jurisdictions and continued efforts to protect and monetize our entitlement •Strengthening our financial and operational infrastructure, including enhancements to internal controls, reporting processes, technology systems and data capabilities to support our operations as a US domestic issuer •Preserving a strong liquidity position and prudent leverage profile while extending the maturity of outstanding indebtedness •Expanding our global market presence through enhanced investor engagement, strategic banking relationships and increased visibility in key international markets • Supporting the continued development of complementary revenue streams within the broader legal ecosystem • Maintaining active engagement with regulatory and policy stakeholders in key jurisdictions to promote a stable and constructive environment for legal finance Messrs. Bogart’s and Molot’s annual incentive bonus compensation decisions
Compensation structure and elements
We have not paid Messrs. Bogart and Molot any annual incentive bonus for the 2025 fiscal year. See “—Messrs. Bogart’s and Molot’s annual incentive bonuses” for additional information about our intention with respect to the annual incentive bonus payments to Messrs. Bogart and Molot under the A&R Bogart and Molot Employment Agreements. Other Named Executive Officers’ annual incentive bonus compensation decisions For the 2025 fiscal year, we paid an annual incentive bonus of $1.5 million to each of Messrs. Licht and Arnott and Ms. O’Connell, in each case, as determined and approved by the Compensation Committee. See “—Summary compensation table” for additional information with respect to the annual incentive bonus amounts paid to each of Messrs. Licht and Arnott and Ms. O’Connell for the 2025 fiscal year. In determining and approving the annual incentive bonus amounts for the 2025 fiscal year for each of Messrs. Licht and Arnott and Ms. O’Connell, the Compensation Committee considered in February 2026, in addition to our overall performance as set forth above, each of Messrs. Licht’s and Arnott’s and Ms. O’Connell’s individual performance and performance as a team as described below.
Craig Arnott
Craig Arnott •Accelerated the growth of our rest-of-world business, including the EMEA commercial and arbitration groups, driving strong performance in commitments and expected net income and reinforcing our leadership in international litigation and group actions •Played a central role in originating, underwriting and closing significant EMEA transactions and provided strategic leadership on major portfolio transactions, driving litigation strategy, structuring financing arrangements and enhancing economic outcomes •Oversaw a rigorous portfolio review and resolution process within our rest-of-world business, strengthening oversight and driving matters toward successful resolution •Provided senior oversight in connection with our public policy engagement across the United Kingdom and Europe •Advanced business development and thought leadership initiatives, including industry publications, presentations and multimedia engagement, enhancing our visibility and reputation in key international markets •Continued oversight and development of our adverse costs insurance business, integrating insurance solutions into our broader investment strategy Long-term incentive compensation The long-term incentive compensation program for executive officers (including the Named Executive Officers) is an equity-based plan designed to reward such officers for the inherent value and price appreciation of our ordinary shares and relative outperformance by us in comparison to our peers over the long term. Furthermore, it is designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to our shareholders as well as to enable us to attract and retain skilled executive talent. The long-term incentive compensation is used to create a strong linkage between executive compensation and our long-term performance. Messrs. Bogart’s and Molot’s long-term incentive compensation Historically, Messrs. Bogart and Molot have not received separate grants of long-term incentive awards, but instead received awards of RSUs and PSUs in lieu of a corresponding portion of any annual incentive bonus amount awarded to such executive, and those awards have been subject to the same service- and performance-based vesting conditions as the RSUs and PSUs granted to the other Named Executive Officers for the respective fiscal year and in the form of 50% RSUs and 50% PSUs. For the 2025 fiscal year, Messrs. Bogart and Molot continued to not receive separate grants of long-term incentive awards and also did not receive an annual incentive bonus such that neither executive received RSUs or PSUs under our long-term incentive program for the 2025 fiscal year (except, as discussed below, for any matching notional RSUs). Other Named Executive Officers’ long-term incentive compensation The long-term incentive compensation granted to the other Named Executive Officers generally consists of a mix of 50% RSUs and 50% PSUs, with RSUs generally vesting in equal 33% installments on each of the first three anniversaries of the grant date and PSUs vesting on the third anniversary of the grant date, subject to continued employment through the vesting date (and, for PSUs, subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions). For PSUs, achievement of the applicable performance goals at target will result in 100% vesting of the target number of our ordinary shares granted, and there is no additional payout for achievement of the applicable performance goals above target. PSUs granted to the Named Executive Officers vest based on the achievement of performance goals set forth in the applicable award agreement, and the Compensation Committee considers individual contributions over the prior year for purposes of sizing such grants. With respect to PSUs granted prior to the 2024 fiscal year (the “Pre-2024 PSUs”), we used total shareholder return (“TSR”) and adjusted earnings per share (“Adjusted EPS”) growth as the relevant financial performance metrics to determine vesting levels, with each of TSR and Adjusted EPS weighted at 50% of the overall performance. For PSUs granted beginning in the 2024 fiscal year, including PSUs granted in the 2025 fiscal year with a performance period beginning in the 2025 fiscal year through the 2027 fiscal year (the “Post-2024 PSUs”), TSR is the sole financial performance metric used to determine vesting level. See “—Long-term incentive compensation decisions in the 2025 fiscal year—Grants of RSUs and PSUs in the 2025 fiscal year” for additional information with respect to the Post-2024 PSUs. In addition, satisfactory individual performance, as determined by the Compensation Committee, is required for the vesting of the Pre-2024 PSUs and the Post-2024 PSUs to occur. •TSR—For the Pre-2024 PSUs, we use TSR as a performance goal to align executive officers’ (including the Named Executive Officers’) vesting of the Pre-2024 PSUs with shareholders’ interests and price appreciation of our ordinary shares over the three-year performance period. For the Pre-2024 PSUs, we measure TSR as the weighted average daily TSR, calculated as the change in the daily price of our ordinary shares weighted by the number of our ordinary shares traded during such day, over the three-year performance period (including any dividends paid over such period). •Adjusted EPS—For the Pre-2024 PSUs, we use Adjusted EPS as a performance goal to align executive officers’ (including the Named Executive Officers’) compensation with building our long-term inherent value. We measure Adjusted EPS as the earnings per ordinary share over the three-year performance period (calculated in accordance with US GAAP), which is adjusted to remove amortization, depreciation, non-capitalized bond issuance costs, foreign exchange gains or losses and long-term incentive compensation including accruals. As applicable, achievement of the TSR and Adjusted EPS metrics is determined based on the percentage return or growth, which ranges from 0% to 8% per annum, of each metric over the relevant performance period and is determined on a straight-line basis such that, if achievement of TSR or Adjusted EPS is below the target goal for such metric, the calculated payout earned for such PSU financial performance metric is 0%. If achievement of TSR or Adjusted EPS is above the target goal for such metric, the calculated payout earned for such PSU financial performance metric is 100%, which is the maximum calculated payout attainable for each metric. Each of TSR and Adjusted EPS is assessed independently. Performance against applicable PSU financial performance metrics is measured annually and at the end of the three-year performance period. Consequently, achievement of a vesting criterion in any year during the relevant performance period will result in vesting such year’s pro rata share, and achievement of the three-year criterion will result in vesting all three years. Long-term incentive compensation decisions in the 2025 fiscal year PSU performance determination for 2022-2024 performance period The table below sets forth the threshold, target and actual percentages for the TSR and Adjusted EPS financial performance metrics and the calculated payout for the Pre-2024 PSUs that vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year.
Craig Arnott
| PSU Financial Performance Metric | Threshold (0%) | Target (100%) | Actual | Weight | Weighted payout | Calculated payout | | TSR | 0% | 26% | 31% | 50% | 50% | 50% | | Adjusted EPS | 0% | 26% | 760% | 50% | 50% | 50% | | Total Payout | | | | | | 100% |
Craig Arnott
For the Pre-2024 PSUs vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year, the Compensation Committee assessed and certified in January 2025 the achievement of the applicable financial performance metrics by us and individual-based performance metrics. In addition, for PSUs vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year, the Compensation Committee determined that each of the Named Executive Officers attained satisfactory individual performance during the relevant performance period. Accordingly, PSUs vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year vested at 100%. Grants of RSUs and PSUs in the 2025 fiscal year For the RSUs and PSUs granted in the 2025 fiscal year, the Compensation Committee granted to each of Messrs. Licht and Arnott and Ms. O’Connell an award of RSUs and PSUs with 11,373 ordinary shares underlying each award. Messrs. Bogart and Molot did not receive any grants of long-term incentive compensation awards under the OICP in the 2025 fiscal year. For the Post-2024 PSUs granted in the 2025 fiscal year with the performance period from the 2025 fiscal year through the 2027 fiscal year (the “2025 PSUs”), the Compensation Committee determined that the 2025 PSUs will be earned (if at all) based on achievement of either of the relative TSR-based goals measured based on our performance (i) over the five-year period ending on the final day of the applicable performance period (the “Rolling TSR”) or (ii) annually for each year of the three-year performance period (the “Annual TSR”). Under the Rolling TSR, our TSR will be compared to the median TSR for a comparator group of companies that represent the FTSE AllShare index for each year during the performance period and for the performance period measured as a whole, with TSR calculated on a rolling five-year historical basis ending on the fiscal year end that coincides with the fiscal year end of the relevant year in the performance period, with the 2025 PSUs vesting in full if our TSR is at or above the median TSR (and would not vest if below the median TSR) for the comparator group of companies. For example, to determine the Rolling TSR result of an award of 2025 PSUs at the end of the 2026 fiscal year, TSR would be determined for the period January 1, 2022, through December 31, 2026. Under the Annual TSR, our TSR will be compared to the median TSR for a comparator group of companies that represent the FTSE 350 Financial Services index for each year during the performance period and for the performance period measured as a whole, with the 2025 PSUs vesting in full if our TSR is at or above the median TSR (and would not vest if below the median TSR) for the comparator group of companies. Achievement will be deemed to be 0% in the event neither TSR-based goal is achieved, and achievement will be deemed to be 100% in the event target level of performance of either TSR-based goal is achieved. The Compensation Committee believes it appropriate to condition the vesting of the 2025 PSUs on the achievement of either the Rolling TSR or the Annual TSR given the absence of a direct peer group of public companies and the difficulty of evaluating our performance in one-year increments due to the duration of our legal finance assets. Treatment of long-term incentive compensation upon termination or retirement In the event of a termination of employment due to death or disability, outstanding long-term incentive compensation awards to employees (including the Named Executive Officers, other than Messrs. Bogart and Molot and Ms. O’Connell) remain outstanding and vest pro rata on the scheduled vesting date (and, for PSUs, subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions). In accordance with the terms of our retirement policy (the “Retirement Policy”), upon becoming “Retirement Eligible”, which means that an employee’s years of service (subject to a minimum requirement of eight years) and age combine to equal at least 75, such employee’s outstanding long-term incentive compensation awards are deemed vested and payable in full on the scheduled payment date (and, for PSUs, subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions), subject to such employee’s continued compliance with pre-existing non-compete and confidentiality covenants. As of December 31, 2025, each of Messrs. Bogart and Molot and Ms. O’Connell are Retirement Eligible.
Other elements of compensation
In addition, we maintain the NQDC Plan, under which a specified group of employees (including the Named Executive Officers) and non-employee directors may elect to defer payment of a portion of their compensation until future years. Participants in the NQDC Plan may elect to defer base salary, annual retainer, bonuses, cash payments under the Phantom Carry Pools Arrangement and long-term incentive compensation awards granted under the OICP (or any predecessor plan thereto). The deferral period under the NQDC Plan is a minimum of three years (five years following grant in the case of RSUs and/or PSUs granted under the OICP (or any predecessor plan thereto)), and deferral distributions may be elected to be received in a lump sum or in annual installments. During the deferral period, the participants may elect for their deferral account to be notionally invested in various mutual funds available under the NQDC Plan or in our ordinary shares. In addition, we may in our sole discretion make a matching contribution to the participant’s cash deferral account to the extent such account is notionally invested in our ordinary shares. These matching contributions (the “matching notional RSUs”) vest 100% on the second anniversary of the first day of the open election period during which the employee’s deferred amounts are credited. Pursuant to the Retirement Policy, matching contributions awarded to the Retirement Eligible Named Executive Officers under the NQDC Plan are fully vested as of such grant. See “—Nonqualified deferred compensation” for additional information with respect to the nonqualified deferred compensation for the Named Executive Officers for the 2025 fiscal year. Perquisites We provide limited perquisites to the Named Executive Officers to enhance their financial security and productivity. In accordance with the Prior Bogart and Molot Employment Agreements, to ensure transparency and consistency among their individual tax positions and our tax position, we designate a major accounting or law firm to be used by Messrs. Bogart and Molot for their respective tax preparation and reimburse each of Messrs. Bogart and Molot for the cost of such tax preparation services (including reimbursement of taxes resulting from provision of such benefit), which is an arrangement that has existed since our founding and is beneficial to us. See footnote 4 to the “—Summary compensation table” for additional information with respect to the perquisites for the Named Executive Officers for the 2025 fiscal year. Following the say-on-pay advisory vote and in light of the feedback received from both ISS and our shareholders, we entered into the A&R Bogart and Molot Employment Agreements, which eliminate the provision of contractual perquisites to Messrs. Bogart and Molot, including tax preparation services with respect to the 2026 fiscal year and beyond. The Compensation Committee regularly reviews the perquisites provided to executive officers (including the Named Executive Officers) as part of its overall review of executive compensation to ensure that the offerings remain reasonable and in alignment with market practice.
Clawback policies
Clawback policies We maintain a clawback policy, effective as of October 2, 2023, that sets forth the circumstances under which we will be required to recover, and our executive officers will be required to forfeit or repay, erroneously awarded incentive compensation to us in accordance with the listing standards of the NYSE (the “Clawback Policy”). The Clawback Policy requires recoupment of excess incentive compensation paid to our executive officers if amounts paid were based on material noncompliance with any financial reporting requirement that causes an accounting restatement, without regard to any fault or misconduct on the part of an executive officer. In addition, cash and long-term incentive compensation awards granted under the OICP (or any predecessor plan thereto), including awards deferred under the NQDC Plan, are subject to clawback provisions for the recovery (on a pre-tax basis) of erroneously awarded incentive-based compensation received by current or former executive officers for up to five years from the vesting date in the following circumstances: (i) a material financial misstatement or miscalculation of our audited financial accounts; (ii) the assessment of any performance condition on vesting which was based on error, misleading information or inaccurate assumption; or (iii) the gross misconduct of a participant.
Policies and practices related to the grant of certain equity awards
Policies and practices related to the grant of certain equity awards While we do not have a specific policy on the timing of equity awards to the Named Executive Officers, our longstanding practice has been to consider and grant annual equity awards to the Named Executive Officers at the meeting of the Board of Directors and its committees held in February of each year. We also occasionally grant new hire or other special equity awards in connection with recruitment of employees or other business needs. We do not take material nonpublic information into account when determining the timing and terms of awards nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We do not currently grant, and have not historically granted, awards of stock options, stock appreciation rights or similar option-like awards to the Named Executive Officers and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below sets forth the various elements of the compensation earned by the Named Executive Officers during the 2025, 2024 and 2023 fiscal years.
SUMMARY COMPENSATION TABLE
| 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) | Total ($) | | Christopher Bogart Co-Founder and Chief Executive Officer | 2025 | 1,400,000 | — | 3,176,660 | — | — | — | 6,847,479 | 11,424,139 | | | 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 | | Jonathan Molot Co-Founder and Chief Investment Officer | 2025 | 1,400,000 | — | 2,871,240 | — | — | — | 6,293,222 | 10,564,462 | | | 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 | | Jordan Licht Chief Financial Officer | 2025 | 600,000 | — | 311,614 | — | 1,520,000 | — | 235,208 | 2,666,822 | | | 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 | | Elizabeth O’Connell Chief Strategy Officer | 2025 | 600,000 | — | 705,305 | — | 1,520,000 | — | 469,336 | 3,294,641 | | | 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 | | Craig Arnott Chief Investment Officer—International | 2025 | 600,000 | — | 298,996 | — | 1,520,000 | — | 321,435 | 2,740,431 | | | 2024 | 583,333 | — | 289,418 | — | 1,520,000 | — | 510,492 | 2,903,243 | | | 2023 | 500,000 | — | 238,169 | — | 1,520,000 | — | 156,308 | 2,414,477 |
SUMMARY COMPENSATION TABLE
(1)Represents base salaries earned for the respective fiscal year. (2)Represents the aggregate grant date fair value of the matching notional RSUs granted under the NQDC Plan in the respective fiscal year (determined in accordance with ASC Topic 718), excluding the effect of any estimated forfeitures of such awards as set forth below: a.for the 2025 fiscal year, (i) $3,176,660 for Mr. Bogart, (ii) $2,871,240 for Mr. Molot, (iii) $12,618 for Mr. Licht and (iv) $406,309 for Ms. O’Connell; b.for the 2024 fiscal year, (i) $853,868 for Mr. Bogart and (ii) $841,398 for Mr. Molot; and c.for the 2023 fiscal year, $543,317 for Mr. Molot. In addition, represents the aggregate grant date fair value of RSUs and PSUs granted under the LTIP (for PSUs, assuming achievement of the applicable performance conditions as determined by the Compensation Committee) in the respective fiscal year (determined in accordance with ASC Topic 718), excluding the effect of any estimated forfeitures of such awards as set forth below: a.for the 2025 fiscal year, $298,996 for each of Messrs. Licht and Arnott and Ms. O’Connell; b.for the 2024 fiscal year, $289,418 for each of Messrs. Licht and Arnott and Ms. O’Connell; and c.for the 2023 fiscal year, $238,169 for each of Messrs. Licht and Arnott and Ms. O’Connell. (3)Represents an annual incentive bonus earned for the respective fiscal year. See “Compensation structure and elements—Annual incentive bonus” for additional information with respect to annual incentive bonus payments. In addition, the annual incentive bonus of $1.5 million paid to each of Messrs. Bogart and Molot for the 2024 fiscal year pursuant to the terms of the Prior Bogart and Molot Employment Agreements has been credited against the carried interest allocations that would otherwise have been payable to each of Messrs. Bogart and Molot for the 2025 fiscal year in accordance with the terms of the A&R Bogart and Molot Employment Agreements, resulting in a reduction of $1.5 million of the carried interest allocations owed to each of Messrs. Bogart and Molot for the 2025 fiscal year. See “—Individual arrangements with the Named Executive Officers—Prior Bogart and Molot Employment Agreements” and “—Individual arrangements with the Named Executive Officers—A&R Bogart and Molot Employment Agreements” for additional information with respect to Messrs. Bogart’s and Molot’s employment arrangements. (4) Represents additional payments to the Named Executive Officers for the 2025 fiscal year as set forth in the table below:
SUMMARY COMPENSATION TABLE
| Name | Retirement matching contributions ($)(a) | Medical health plan costs ($)(b) | Carried interest allocations ($)(c) | Other benefits ($)(d) | Total ($) | | Christopher Bogart | 14,000 | 29,636 | 6,187,914 | 615,929 | 6,847,479 | | Jonathan Molot | 14,000 | — | 6,187,914 | 91,308 | 6,293,222 | | Jordan Licht | 14,000 | 29,636 | 187,530 | 4,042 | 235,208 | | Elizabeth O’Connell | 14,000 | — | 455,336 | — | 469,336 | | Craig Arnott | — | 18,734 | 302,701 | — | 321,435 |
SUMMARY COMPENSATION TABLE
a.Represents matching contributions made by us to the defined contribution 401(k) retirement plan or the contract-based defined contribution group stakeholder pension scheme, as applicable, on behalf of the Named Executive Officers. We make these matching contributions on behalf of all employees who elect to participate in our 401(k) retirement plan or pension scheme. b.Represents premiums paid by us on behalf of the Named Executive Officers under our medical health plans. We pay these premiums on behalf of all employees who elect to participate in our medical health plans. Ms. O’Connell is covered under a family plan as Mr. Bogart’s spouse as a result of his enrollment in our medical health plans, and neither Ms. O’Connell nor Mr. Bogart receive separate or additional contributions from us due to such coverage. Ms. O’Connell does not receive any contributions from us in connection with her waiver of individual medical coverage. c.Represents payments of cash amounts in respect of carried interest allocations for the 2025 fiscal year as set forth below: i.$6,187,914 for Mr. Bogart pursuant to the A&R Bogart Employment Agreement, which amount includes $2,697,873 of carried interest allocations deferred under the NQDC Plan; ii.$6,187,914 for Mr. Molot pursuant to the A&R Molot Employment Agreement, which amount includes $2,698,329 of carried interest allocations deferred under the NQDC Plan; iii.$187,530 for Mr. Licht pursuant to the Phantom Carry Pools Arrangement; iv.$455,336 for Ms. O’Connell pursuant to the O’Connell Employment Arrangement; and v.$302,701 for Mr. Arnott pursuant to the Phantom Carry Pools Arrangement. See “Compensation structure and elements—Other elements of compensation—Carried interest allocations” for additional information with respect to payments in respect of carried interest allocations. d.Represents: i.for Mr. Bogart, payment of (1) $4,042 for our contributions to Mr. Bogart’s health savings account and payment of premiums for Mr. Bogart’s life insurance and long-term disability insurance (with us making such contributions on behalf of all employees who elect to participate in our eligible medical health plans), (2) $488,122 in respect of tax preparation services, including reimbursement of taxes resulting therefrom (see “Compensation structure and elements—Other elements of compensation—Perquisites” for additional information), and (3) $123,765 as reimbursements for costs related to technology equipment and services and connectivity services, subscriptions to business journals and publications, annual fees in connection with professional memberships and travel services and applications, credit card fees and legal expenses; ii.for Mr. Molot, payment of (1) $85,065 in respect of tax preparation services, including reimbursement of taxes resulting therefrom (see “Compensation structure and elements—Other elements of compensation—Perquisites” for additional information) and (2) $6,242 for waiver of medical coverage; iii.for Mr. Licht, payment of $4,042 for our contributions to Mr. Licht’s health savings account and payment of premiums for Mr. Licht’s life insurance and long-term disability insurance (with us making such contributions on behalf of all employees who elect to participate in our eligible medical health plans); iv.Because Mr. Bogart and Ms. O’Connell have jointly filed taxes as husband and wife, Ms. O’Connell indirectly receives, at no additional aggregate incremental cost to us, a personal benefit from the tax preparation services provided to Mr. Bogart. In addition, Ms. O’Connell indirectly receives, at no additional aggregate incremental cost to us, a personal benefit in connection with technology equipment and services and connectivity services as well as travel services and applications provided to Mr. Bogart. The A&R Bogart and Molot Employment Agreements eliminate the provision of contractual perquisites to Messrs. Bogart and Molot, including tax preparation services with respect to the 2026 fiscal year and beyond. See “—Other elements of compensation—Perquisites” for additional information with respect to the perquisites under the A&R Bogart and Molot Employment Agreements.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The table below sets forth grants of plan-based awards, except as otherwise noted, under the OICP to the Named Executive Officers during the 2025 fiscal year.
GRANTS OF PLAN-BASED AWARDS
| | | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#)(2) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards (#) | Grant date fair value of stock and option awards ($)(3) | | Name | Grant date | Approval date | Grant type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(1) | Maximum (#) | | | | | | Christopher Bogart Co-Founder and Chief Executive Officer | 3/6/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 181,338 | — | — | 2,486,144 | | | 3/7/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 28,746 | — | — | 387,209 | | | 8/21/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 22,302 | — | — | 303,307 | | Jonathan Molot Co-Founder and Chief Investment Officer | 3/6/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 159,401 | — | — | 2,185,388 | | | 3/7/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 28,947 | — | — | 389,916 | | | 8/21/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 21,760 | — | — | 295,936 | | Jordan Licht Chief Financial Officer | 3/7/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 249 | — | — | 3,354 | | | 5/14/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 232 | — | — | 3,348 | | | 8/21/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 435 | — | — | 5,916 | | | 5/14/2025 | 2/11/2025 | PSUs | — | — | — | — | 11,373 | — | — | — | — | 134,884 | | | 5/14/2025 | 2/11/2025 | RSUs | — | — | — | — | 11,373 | — | — | — | — | 164,112 | | Elizabeth O’Connell Chief Strategy Officer | 3/7/2025 | — | Matching Notional RSUs | — | — | — | — | — | — | 30,164 | — | — | 406,309 | | | 5/14/2025 | 2/11/2025 | PSUs | — | — | — | — | 11,373 | — | — | — | — | 134,884 | | | 5/14/2025 | 2/11/2025 | RSUs | — | — | — | — | 11,373 | — | — | — | — | 164,112 | | Craig Arnott Chief Investment Officer—International | 5/14/2025 | 2/11/2025 | PSUs | — | — | — | — | 11,373 | — | — | — | — | 134,884 | | | 5/14/2025 | 2/11/2025 | RSUs | — | — | — | — | 11,373 | — | — | — | — | 164,112 |
GRANTS OF PLAN-BASED AWARDS
(1)Represents the number of our ordinary shares that will vest or, if the award recipient is Retirement Eligible, become payable (i) for PSUs, on the third anniversary of the grant date (subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions) and (ii) for RSUs, in equal 33% installments on each of the first three anniversaries of the grant date, in each case, subject to the Named Executive Officer’s continued employment through such date and compliance with the Retirement Policy, as applicable. (2)Represents matching notional RSUs, rounded to the nearest whole share, granted by us in respect of compensation deferred by the applicable Named Executive Officer and notionally invested in our ordinary shares in accordance with the NQDC Plan that vest on the second anniversary of the grant date or, if the award recipient is Retirement Eligible, are fully vested as of the grant date and are settled upon distribution in accordance with the NQDC Plan. See the table and accompanying footnotes under “—Nonqualified deferred compensation” for additional information with respect to the grants under the NQDC Plan. (3)Represents the applicable grant date fair value (determined in accordance with ASC Topic 718, excluding the effect of any estimated forfeitures) for awards (as applicable) of (i) RSUs and PSUs (for PSUs, assuming achievement of the applicable performance conditions as determined by the Compensation Committee) and (ii) matching notional RSUs.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below sets forth outstanding equity awards under the OICP (or any predecessor plan thereto) and matching notional RSUs under the NQDC Plan for the Named Executive Officers as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | | 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) | 3/22/2024 | PSUs | — | — | — | — | — | — | — | 56,611 | 504,973 | | | 3/22/2023 | PSUs | — | — | — | — | — | — | — | 71,713 | 639,677 | | Jonathan Molot Co-Founder and Chief Investment Officer(5) | 3/22/2024 | PSUs | — | — | — | — | — | — | — | 56,611 | 504,973 | | | 3/22/2023 | PSUs | — | — | — | — | — | — | — | 71,713 | 639,677 | | Jordan Licht Chief Financial Officer | 8/21/2025 | Matching Notional RSUs | — | — | — | — | — | 435 | 3,880 | — | — | | | 5/14/2025 | Matching Notional RSUs | — | — | — | — | — | 232 | 2,069 | — | — | | | 5/14/2025 | PSUs | — | — | — | — | — | — | — | 11,373 | 101,447 | | | 5/14/2025 | RSUs | — | — | — | — | — | — | — | 11,373 | 101,447 | | | 3/7/2025 | Matching Notional RSUs | — | — | — | — | — | 249 | 2,221 | — | — | | | 3/22/2024 | PSUs | — | — | — | — | — | — | — | 10,274 | 91,644 | | | 3/22/2024 | RSUs | — | — | — | — | — | — | — | 10,274 | 91,644 | | | 3/22/2023 | PSUs | — | — | — | — | — | — | — | 18,437 | 164,458 | | | 3/22/2023 | RSUs | — | — | — | — | — | — | — | 18,437 | 164,458 | | Elizabeth O’Connell Chief Strategy Officer | 5/14/2025 | PSUs | — | — | — | — | — | — | — | 11,373 | 101,447 | | | 3/22/2024 | PSUs | — | — | — | — | — | — | — | 6,849 | 61,096 | | | 3/22/2023 | PSUs | — | — | — | — | — | — | — | 12,291 | 109,639 | | Craig Arnott Chief Investment Officer—International | 5/14/2025 | PSUs | — | — | — | — | — | — | — | 11,373 | 101,447 | | | 5/14/2025 | RSUs | — | — | — | — | — | — | — | 11,373 | 101,447 | | | 3/22/2024 | PSUs | — | — | — | — | — | — | — | 10,274 | 91,644 | | | 3/22/2024 | RSUs | — | — | — | — | — | — | — | 10,274 | 91,644 | | | 3/22/2023 | PSUs | — | — | — | — | — | — | — | 18,437 | 164,458 | | | 3/22/2023 | RSUs | — | — | — | — | — | — | — | 18,437 | 164,458 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1)Represents matching notional RSUs granted by us in respect of compensation deferred by the Named Executive Officers and notionally invested in our ordinary shares in accordance with the NQDC Plan that vest on the second anniversary of the first day of the open election period during which the employee’s deferred amounts are credited and are settled upon distribution in accordance with the NQDC Plan. See the table and accompanying footnotes under “—Nonqualified deferred compensation” for additional information with respect to the grants under the NQDC Plan. (2)Represents the market value of the matching notional RSUs based on the closing price of $8.92 per ordinary share on the NYSE on December 31, 2025, which was the last trading day for the 2025 fiscal year. (3)Represents the number of ordinary shares expected to vest (i) for PSUs, on the third anniversary of the grant date (subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions), (ii) for RSUs granted in the 2025 fiscal year, in equal 33% installments on each of the first three anniversaries of the grant date and (iii) for RSUs granted in the 2024 fiscal year and the 2023 fiscal year, on the third anniversary of the grant date, in each case, subject to the Named Executive Officer’s continued employment through such date. PSUs held by Named Executive Officers that vested with respect to service-based vesting conditions upon such Named Executive Officers becoming Retirement Eligible but remain outstanding subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions are included in this column for such Named Executive Officers until such awards are fully vested following the determination by the Compensation Committee of the achievement of the applicable performance conditions, at which point the actual number of our ordinary shares awarded to such Named Executive Officers upon settlement will be disclosed in the table and accompanying footnotes under “—Option Exercises and Stock Vested”. (4)Represents the market value of our ordinary shares subject to outstanding RSUs and PSUs (for PSUs, assuming achievement of the applicable performance conditions) based on the closing price of $8.92 per ordinary share on the NYSE on December 31, 2025, which was the last trading day for the 2025 fiscal year. (5)For each of Messrs. Bogart and Molot, PSUs (and the respective values attributable thereto) represent the portion of their respective annual incentive bonus in respect of the fiscal year immediately prior to the fiscal year in which the grant date occurs that were delivered in the form of equity-based awards at the election of the Compensation Committee and that are expected to vest on the third anniversary of the applicable grant date based on satisfaction of the applicable performance-based vesting conditions (assuming achievement of the applicable performance conditions).
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The table below sets forth awards of our ordinary shares that vested in respect of the 2025 fiscal year for each of the Named Executive Officers. No option awards have ever been granted to, or were exercised during the 2025 fiscal year by, the Named Executive Officers.
OPTION EXERCISES AND STOCK VESTED
| | Stock awards | | | | Name | Type of award | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | Christopher Bogart Co-Founder and Chief Executive Officer | RSUs | 267,304 | 3,580,858 | | | PSUs | 138,981 | 1,788,186 | | | Matching Notional RSUs(3) | 288,377 | 4,020,375 | | Jonathan Molot Co-Founder and Chief Investment Officer | RSUs | 267,304 | 3,474,991 | | | PSUs | 138,981 | 1,752,897 | | | Matching Notional RSUs(3) | 346,202 | 4,606,157 | | Jordan Licht Chief Financial Officer | RSUs | 51,606 | 624,949 | | | PSUs | 51,606 | 624,949 | | | Matching Notional RSUs(3) | — | — | | Elizabeth O’Connell Chief Strategy Officer | RSUs | 53,525 | 705,359 | | | PSUs | 23,011 | 290,373 | | | Matching Notional RSUs(3) | 30,164 | 410,230 | | Craig Arnott Chief Investment Officer—International | RSUs | 13,441 | 160,217 | | | PSUs | 13,441 | 160,217 | | | Matching Notional RSUs(3) | — | — |
OPTION EXERCISES AND STOCK VESTED
(1)Represents the number of our ordinary shares acquired on vesting of the applicable award type for each Named Executive Officer (for PSUs, based on performance achieved for the applicable performance cycle, as determined by the Compensation Committee). For Messrs. Bogart and Molot and Ms. O’Connell, such numbers include RSUs and PSUs, the settlement of which such Named Executive Officer elected to defer in accordance with the NQDC Plan, equal to (i) 146,120 ($1,741,750) for each of Messrs. Bogart and Molot and (ii) 26,250 ($312,900) for Ms. O’Connell. For Messrs. Bogart and Molot and Ms. O’Connell, such numbers include RSUs and matching notional RSUs that vested in full upon becoming Retirement Eligible, with settlement to occur in accordance with the applicable vesting schedule, equal to, with respect to RSUs, (i) 192,485 ($2,689,015) for Mr. Bogart, (ii) 192,485 ($2,583,149) for Mr. Molot and (iii) 40,084 ($545,142) for Ms. O’Connell and equal to, with respect to matching notional RSUs, (i) 288,377 ($4,020,375) for Mr. Bogart, (ii) 305,742 ($4,097,873) for Mr. Molot and (iii) 30,164 ($410,230) for Ms. O’Connell. In addition, for Messrs. Bogart and Molot and Ms. O’Connell, such numbers include a portion of PSUs granted in the 2023 and 2024 fiscal years, with respect to which portion the applicable service- and performance-based conditions were satisfied upon the applicable Named Executive Officer becoming Retirement Eligible and which portion therefore vested, with settlement to occur in accordance with the applicable vesting schedule, equal to, with respect to (i) the 2023 fiscal year (a) 35,856 ($500,913) for Mr. Bogart, (b) 35,856 ($481,192) for Mr. Molot and (c) 6,146 ($83,581) for Ms. O’Connell and (ii) the 2024 fiscal year, (a) 28,306 ($395,430) for Mr. Bogart, (b) 28,306 ($379,862) for Mr. Molot and (c) 3,425 ($46,575) for Ms. O’Connell. (2)Represents the aggregate value realized on the vesting of our ordinary shares based on the closing trading price of our ordinary shares on the applicable vesting date (or the immediately prior closing trading price, if the vesting date occurred on a market holiday or weekend). (3)Represents matching notional RSUs that vested during the 2025 fiscal year, which remain in the Named Executive Officers’ respective accounts in the NQDC Plan in accordance with the terms thereof. See the table and accompanying footnotes under “—Nonqualified deferred compensation” for additional information with respect to the grants of matching notional RSUs under the NQDC Plan.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The table below sets forth a summary of nonqualified deferred compensation for the Named Executive Officers for the 2025 fiscal year.
NONQUALIFIED DEFERRED COMPENSATION
| Name | Type of plan | Executive contributions in last fiscal year ($)(1) | Company contributions in last fiscal year ($)(2) | Aggregate earnings in last fiscal year ($)(3) | Aggregate withdrawals / distributions ($)(4) | Aggregate balance at last fiscal year-end ($) | | Christopher Bogart Co-Founder and Chief Executive Officer | NQDC | 4,439,623 | 3,176,660 | (6,077,316) | (670,141) | 17,081,941 | | Jonathan Molot Co-Founder and Chief Investment Officer | NQDC | 4,440,079 | 2,871,240 | (6,531,397) | (737,650) | 17,942,172 | | Jordan Licht Chief Financial Officer | NQDC | 60,000 | 12,618 | (17,091) | — | 55,527 | | Elizabeth O’Connell Chief Strategy Officer | NQDC | 312,900 | 406,309 | (740,501) | — | 1,891,401 | | Craig Arnott Chief Investment Officer—International | NQDC | — | — | — | — | — |
NONQUALIFIED DEFERRED COMPENSATION
(1)Represents compensation for the 2025 fiscal year, the receipt of which was deferred or elected to be deferred under the NQDC Plan. The table below sets forth the deferred amount of each of the Named Executive Officers’ compensation (by type) earned or vested in the 2025 fiscal year.
NONQUALIFIED DEFERRED COMPENSATION
| Name | Salary ($) | Carried Interest ($) | RSUs and PSUs ($)(a) | Total executive contributions in last fiscal year ($) | | Christopher Bogart | — | 2,697,873 | 1,741,750 | 4,439,623 | | Jonathan Molot | — | 2,698,329 | 1,741,750 | 4,440,079 | | Jordan Licht | 60,000 | — | — | 60,000 | | Elizabeth O’Connell | — | — | 312,900 | 312,900 | | Craig Arnott | — | — | — | — |
NONQUALIFIED DEFERRED COMPENSATION
a.Represents the aggregate value realized on the vesting of our ordinary shares based on the closing trading price of our ordinary shares on the applicable vesting date (or the immediately prior closing trading price, if the vesting date occurred on a market holiday or weekend), with respect to the deferred RSUs and PSUs. (2)Represents the aggregate grant date fair value (determined in accordance with ASC Topic 718, excluding the effect of any estimated forfeitures) of matching notional RSUs granted by us under the NQDC Plan, which in the case of Messrs. Bogart and Molot and Ms. O’Connell, are fully vested as of the grant date. See “—Other elements of compensation—Retirement benefits” for additional information with respect to the NQDC Plan. (3)Represents all earnings on nonqualified deferred compensation balances for each of the Named Executive Officers during the 2025 fiscal year. (4)Represents amounts that were deferred in prior fiscal years in accordance with the NQDC Plan and distributed to the Named Executive Officers in the form of our ordinary shares as follows (in each case, after giving effect to any tax withholding): 36,677 ordinary shares to Mr. Bogart and 39,431 ordinary shares to Mr. Molot.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Named Executive Officers, other than Messrs. Bogart and Molot, are not entitled to severance or any change in control benefits. Upon any termination of employment (other than for cause), each of the Named Executive Officers will receive any earned and unpaid compensation (including with respect to annual incentive bonuses) and vested balances under applicable benefit plans (including the NQDC Plan). We do not provide any automatic (i.e., “single trigger”) change in control benefits to employees. The table below assumes that the triggering event(s) occurred on the last business day of the 2025 fiscal year.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | Prior to a change in control | | | | | | Name | Payment type | “Disability” ($) | Involuntary termination without “Cause” ($) | Resignation for “Good Reason” ($) | Retirement ($) | Death ($) | | Christopher Bogart Co-Founder and Chief Executive Officer | Cash Payment(1) | 9,259,150 | 9,259,150 | 9,259,150 | — | 9,259,150 | | | Long-Term Incentive Compensation(2) | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | | | Total(3) | 10,403,800 | 10,403,800 | 10,403,800 | 1,144,650 | 10,403,800 | | Jonathan Molot Co-Founder and Chief Investment Officer | Cash Payment(1) | 9,259,150 | 9,259,150 | 9,259,150 | — | 9,259,150 | | | Long-Term Incentive Compensation(2) | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | | | Total(3) | 10,403,800 | 10,403,800 | 10,403,800 | 1,144,650 | 10,403,800 | | Jordan Licht Chief Financial Officer | Cash Payment | — | — | — | — | — | | | Long-Term Incentive Compensation | — | — | — | — | — | | | Total | — | — | — | — | — | | Elizabeth O’Connell Chief Strategy Officer | Cash Payment | — | — | — | — | — | | | Long-Term Incentive Compensation(2) | — | — | — | 272,182 | — | | | Total(4) | — | — | — | 272,182 | — | | Craig Arnott Chief Investment Officer—International | Cash Payment | — | — | — | — | — | | | Long-Term Incentive Compensation | — | — | — | — | — | | | Total | — | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | On or following a change in control | | | | | | Name | Payment type | “Disability” ($) | Involuntary termination without “Cause” ($) | Resignation for “Good Reason” ($) | Retirement ($) | Death ($) | | Christopher Bogart Co-Founder and Chief Executive Officer | Cash Payment(1) | 13,888,725 | 13,888,725 | 13,888,725 | — | 13,888,725 | | | Long-Term Incentive Compensation(2) | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | | | Total(3) | 15,033,375 | 15,033,375 | 15,033,375 | 1,144,650 | 15,033,375 | | Jonathan Molot Co-Founder and Chief Investment Officer | Cash Payment(1) | 13,888,725 | 13,888,725 | 13,888,725 | — | 13,888,725 | | | Long-Term Incentive Compensation(2) | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | 1,144,650 | | | Total(3) | 15,033,375 | 15,033,375 | 15,033,375 | 1,144,650 | 15,033,375 | | Jordan Licht Chief Financial Officer | Cash Payment | — | — | — | — | — | | | Long-Term Incentive Compensation | — | — | — | — | — | | | Total | — | — | — | — | — | | Elizabeth O’Connell Chief Strategy Officer | Cash Payment | — | — | — | — | — | | | Long-Term Incentive Compensation(2) | — | — | — | 272,182 | — | | | Total(4) | — | — | — | 272,182 | — | | Craig Arnott Chief Investment Officer—International | Cash Payment | — | — | — | — | — | | | Long-Term Incentive Compensation | — | — | — | — | — | | | Total | — | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1)For each of Messrs. Bogart and Molot, represents a lump sum cash payment equal to two times (or, within two years following a change in control, three times) the sum of (i) $1,400,000 (representing their respective annual base salaries) and (ii) $3,229,575 (representing the average annual bonus during the immediately preceding two calendar years (excluding one-time discretionary annual incentive bonus amounts)), pursuant to the Prior Bogart and Molot Employment Agreements, in each case, in effect as of December 31, 2025. (2)Represents the aggregate value of matching notional RSUs and outstanding RSUs and PSUs (for PSUs, assuming achievement of the applicable performance conditions as determined by the Compensation Committee), in each case, that vest on certain terminations in accordance with the Prior Bogart and Molot Employment Agreements, the O’Connell Employment Arrangement and/or the Retirement Policy, as applicable, and determined based on the closing price of $8.92 per ordinary share on the NYSE on December 31, 2025, which was the last trading day for the 2025 fiscal year. (3)Each of Messrs. Bogart and Molot is entitled to receive additional compensation upon a termination of employment by us without “Cause”, due to “Disability” or death, upon retirement or upon a resignation for “Good Reason” (each, as defined in the Prior Bogart and Molot Employment Agreements) in the form of continued payments in respect of carried interest allocations from our legal finance assets originated beginning January 1, 2015 and ending on a date that is on or prior to Messrs. Bogart’s or Molot’s, as applicable, termination or retirement date. We have not assigned a value to such benefit as such value cannot be reasonably estimated. See “—Individual arrangements with the Named Executive Officers—Prior Bogart and Molot Employment Agreements” for additional information with respect to Messrs. Bogart’s or Molot’s benefits upon termination. (4)Ms. O’Connell is entitled to receive additional compensation upon retirement in the form of continued payments in respect of carried interest allocations from our legal finance assets originated beginning January 1, 2015 and ending on a date that is on or prior to Ms. O’Connell’s retirement date. We have not assigned a value to such benefit as such value cannot be reasonably estimated. See “—Other elements of compensation—Carried interest allocations” for additional information with respect to Ms. O’Connell’s retirement benefits.
CEO PAY RATIO
CEO PAY RATIO Pursuant to and in accordance with Item 402(u) of Regulation S-K, the following disclosure summarizes the relationship between the annual total compensation of the median employee from among our employees (other than the Chief Executive Officer) and the annual total compensation of the Chief Executive Officer, in each case, for the 2025 fiscal year: •The annual total compensation of the median employee (other than the Chief Executive Officer), calculated in accordance with Item 402(c) of Regulation S-K, was $308,625 for the 2025 fiscal year •The annual total compensation of the Chief Executive Officer, calculated in accordance with Item 402(c) of Regulation S-K and as reported in the “—Summary compensation table” in this Proxy Statement, was $11,424,139 for the 2025 fiscal year •The ratio of the annual total compensation of the Chief Executive Officer to the annual total compensation of the median employee (other than the Chief Executive Officer) was 37 to 1 for the 2025 fiscal year The pay ratio set forth above reflects analysis of our global workforce of 171 employees (not including the Chief Executive Officer) as of December 31, 2025 (including non-US and temporary employees but excluding independent contractors). We determined the annual total compensation of the median employee (other than the Chief Executive Officer) for the 2025 fiscal year in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the annual total compensation of the Chief Executive Officer as reported in the “—Summary compensation table” in this Proxy Statement. Base salaries were annualized for employees (other than temporary employees) starting employment during the 2025 fiscal year but not adjusted for part-time status. Any payments in local currency were consistently converted using the GBP/USD exchange rate of 1.3218, EUR/USD exchange rate of 1.1325 or USD/SGD exchange rate of 0.7663, as applicable, in each case, as of December 31, 2025. Neither cost-of-living adjustments nor exclusions were applied. The pay ratio set forth above is a reasonable estimate calculated in a manner consistent with the SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on such employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio set forth above may not be comparable to the pay ratio reported by other companies (even those companies in a related industry or of a similar size and scope), as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The information set forth in this “—CEO pay ratio” section was developed and is provided solely to comply with specific legal requirements. We do not use the information set forth in this “—CEO pay ratio” section in managing our businesses.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, and Item 402(v) of Regulation S-K, set forth below is information about the relationship between executive “compensation actually paid” (as determined in accordance with Item 402(v) of Regulation S-K) to (i) the principal executive officer (the “PEO”) and (ii) the other non-PEO Named Executive Officers (determined as an average, as set forth below), in each case, during the 2025 fiscal year, the 2024 fiscal year, the 2023 fiscal year and the 2022 fiscal year and our financial performance. See “Executive compensation” for additional information with respect to our compensation philosophy and processes and compensation structure and elements. The calculation of “compensation actually paid” is not reflective of how the Compensation Committee assesses compensation of the Named Executive Officers. The values of equity-based awards may not reflect actual economic benefit that will be received due to uncertain market value and vesting schedules, among other factors.
PAY VERSUS PERFORMANCE
| 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) ($) | | | | 2025 | 11,424,139 | 11,251,405 | 4,816,589 | 4,524,079 | 71 | 109 | 72,188,000 | 157,744,000 | | 2024 | 11,747,782 | 10,353,388 | 5,070,916 | 4,490,662 | 82 | 119 | 229,583,000 | 327,174,000 | | 2023 | 11,727,836 | 19,336,976 | 4,914,556 | 6,793,242 | 193 | 105 | 718,199,000 | 187,376,000 | | 2022 | 5,731,151 | 4,664,352 | 3,023,362 | 2,565,418 | 78 | 86 | 97,459,000 | 134,473,000 |
PAY VERSUS PERFORMANCE
(1)Mr. Bogart was the PEO and Messrs. Molot (the Chief Investment Officer), Licht (the Chief Financial Officer) and Arnott (Chief Investment Officer—International) and Ms. O’Connell (the Chief Strategy Officer) were the non-PEO Named Executive Officers during the 2025 fiscal year, the 2024 fiscal year, the 2023 fiscal year and the 2022 fiscal year. (2)Amounts in these columns have been calculated in accordance with the requirements of Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received. The table below sets forth the adjustments prescribed by Item 402(v) of Regulation S-K to the applicable “Total” column in the “Summary compensation table” to determine the “Compensation actually paid” amounts. In addition, all amounts presented for non-PEO Named Executive Officers are averages of the non-PEO Named Executive Officers group. (3)Amounts for the 2022 fiscal year for non-PEO Named Executive Officers do not include any compensation for Mr. Kenneth Brause, the former Chief Financial Officer who ceased serving as the Chief Financial Officer on September 5, 2022. The exclusion of Mr. Brause’s compensation from these calculations is in connection with our transition to US domestic public company reporting status and due to his individualized compensation not being previously disclosed and not being required to be disclosed by us prior to such transition to US domestic public company reporting status.
PAY VERSUS PERFORMANCE
| Fiscal year | Summary compensation table total for PEO ($) | 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 ($) | Total (compensation actually paid to PEO) ($) | | 2025 | 11,424,139 | (3,176,660) | — | (491,474) | 3,238,181 | 257,219 | — | — | 11,251,405 | | 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 |
PAY VERSUS PERFORMANCE
| 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) ($) | | 2025 | 4,816,589 | (1,046,789) | 152,172 | (251,157) | 847,117 | 6,147 | — | — | 4,524,079 | | 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 |
PAY VERSUS PERFORMANCE
i.Amounts in this column for Messrs. Bogart and Molot represent the sum of (x) the aggregate grant date fair value of the matching notional RSUs granted under the NQDC Plan in the applicable fiscal year set forth in the “Stock awards” column of the “—Summary compensation table” and (y) the portion of their annual incentive bonus for the applicable fiscal year paid in the form of RSUs and PSUs (for PSUs, assuming achievement of the applicable performance conditions as determined by the Compensation Committee), as set forth in footnote 5 to the “All other compensation” column in the “—Summary compensation table”. For additional information with respect to Messrs. Bogart’s and Molot’s annual incentive bonus paid in the form of RSUs and PSUs (at the election of the Compensation Committee), see “Executive compensation—Compensation discussion and analysis—Individual arrangements with Named Executive Officers—Bogart and Molot Employment Agreements” and “Executive compensation—Compensation discussion and analysis—Compensation structure and elements—Long-term incentive compensation”. Amounts in this column for Messrs. Licht and Arnott and Ms. O’Connell represent the aggregate grant date fair value of RSUs and PSUs granted under the OICP (or any predecessor plan thereto) (for PSUs, assuming achievement of the applicable performance conditions as determined by the Compensation Committee) set forth in the “Stock awards” column of the “—Summary compensation table”. ii.Amounts in this column represent the respective share-based awards granted to the PEO and each of the non-PEO Named Executive Officers disclosed in the “Deduct: stock awards for PEO” and “Deduct: stock awards for non-PEO NEOs”, respectively, and corresponding footnote multiplied by the closing price of $8.92 per ordinary share on the NYSE on December 31, 2025, which was the last trading day for the 2025 fiscal year. (4)The peer group for these purposes is the S&P Small Cap 600 Financials index. Pursuant to Item 402(v) of Regulation S-K, we used the same peer group used for purposes of Item 201(e) of Regulation S-K, the S&P Small Cap 600 Financials index. This column reflects corrected TSR values from the 2022 fiscal year through the 2024 fiscal year that have been updated due to a prior error.
Relationship between “compensation actually paid” and performance measures
Relationship between “compensation actually paid” and performance measures The graph below shows the relationship between the “compensation actually paid” to the PEO and the average of the “compensation actually paid” to the non-PEO Named Executive Officers (in each case, with “compensation actually paid” calculated as set forth above in accordance with Item 402(v) of Regulation S-K) during the 2025 fiscal year, the 2024 fiscal year, the 2023 fiscal year and the 2022 fiscal year and the net realized gains/(losses) for the Principal Finance segment over the same period. The portion of the “compensation actually paid” attributable to long-term incentive compensation may not always correlate with net realized gains/(losses) in a given year, because carried interest allocation is only paid once cash proceeds are received. In some cases, net realized gains/(losses) may be recognized upon the definitive conclusion of an asset in one period, but the cash proceeds may not be received until the following period, being reflected as a due from settlement receivable in the interim. Nonetheless, net realized gains/(losses) remains the most directly relevant key metric in determining executive compensation in a given period. The graph below shows the relationship between the “compensation actually paid” to the PEO and the average of the “compensation actually paid” to the non-PEO Named Executive Officers (in each case, with “compensation actually paid” calculated as set forth above in accordance with Item 402(v) of Regulation S-K) during the 2025 fiscal year, the 2024 fiscal year, the 2023 fiscal year and the 2022 fiscal year and our cumulative TSR measured starting from December 31, 2021 for each covered fiscal year. The graph below also shows the relationship between our TSR performance and the TSR performance of the peer group in the “pay versus performance” table above (which is the S&P Small Cap 600 Financials index) over the same period.
Relationship between compensation actually paid and net income/(loss)
Relationship between compensation actually paid and net income/(loss) We are a finance and asset management company focused on the business of law and manage a portfolio of legal finance assets funded primarily by our balance sheet. The legal finance assets comprising our portfolio are Level 3 assets for purposes of determining their fair value, which we report on a quarterly basis. Quarterly fluctuations in the fair value of the legal finance assets drive our capital provision income/(loss), which is the primary source of our consolidated revenues. As a result, our net income/(loss) is subject to significant volatility from period to period resulting from a range of inputs to our fair value methodology, and any correlation between our net income/(loss) and executive compensation levels is coincidental. In any given period, the “compensation actually paid” to the PEO and the non-PEO Named Executive Officers is more closely tied to (i) the net realized gains/(losses) generated by our portfolio, which are listed as Burford-selected financial performance measure in the “pay versus performance” table above, and (ii) the change in price of our ordinary shares. To align the compensation of the PEO and the non-PEO Named Executive Officers with the performance of our legal finance portfolio, a significant portion of their respective total compensation is awarded as long-term incentive compensation, which is tied directly to the cash profits generated by our legal finance portfolio. While long-term incentive compensation is accrued in our consolidated financial statements based on fair value gains/(losses) resulting from the quarterly portfolio valuation process (i.e., capital provision income/(loss)), that compensation is only paid upon the realization of those fair value gains/(losses) and receipt of cash proceeds. Therefore, the payment of long-term incentive compensation is more closely related to the cash-based metric of net realized gains/(losses), and only when those realized gains have been definitively settled in cash. In addition, the interests of the PEO and the non-PEO Named Executive Officers are highly aligned with those of our shareholders through their beneficial ownership of approximately 8.8% of our outstanding ordinary shares as of March 2, 2026, as well as through their significant outstanding share-based awards. See “Security ownership of certain beneficial owners and management—Beneficial ownership information” for additional information with respect to the beneficial ownership of our ordinary shares by Messrs. Bogart and Molot and “Outstanding equity awards at fiscal year-end” and “Option exercises and stock vested” tables for additional information with respect to the outstanding share-based awards of Messrs. Bogart and Molot. As a result, the “compensation actually paid” to the PEO and the non-PEO Named Executive Officers, as calculated in accordance with Item 402(v) of Regulation S-K, is significantly driven by movements in our share price that occur after the grant date of such share-based awards.