Sector: Financials
BURFORD CAPITAL LTD · Meeting: May 13, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Election of Directors (Resolutions 1–7)
Against Analysis
Dr. Baruti Dames has served since August 2022 (over 24 months), so the TSR exemption does not apply; BUR's stock has fallen 40.2% over three years while the compensation peer group median rose 67.9%, a gap of 108pp that far exceeds the 20pp trigger threshold, and the five-year record (-56.8% vs. peer median +39.2%, a gap of 96pp) does not provide the mitigating track record needed to downgrade the vote to FOR.
Mr. Bogart has served since May 2020 and the TSR trigger fires on the same basis as other long-tenured directors (108pp underperformance vs. the 20pp threshold); additionally, Mr. Bogart is married to Chief Strategy Officer Elizabeth O'Connell, a senior management familial relationship that is an independent negative governance flag under policy, and the five-year TSR gap of 96pp confirms sustained underperformance rather than a temporary trough.
Mr. Gillespie has served since May 2020, well beyond the 24-month exemption window; BUR's three-year stock decline of 40.2% against a peer median gain of 67.9% produces a 108pp gap that dwarfs the 20pp trigger threshold, and the five-year gap of 96pp confirms that the underperformance is not a recent aberration against an otherwise strong long-term record.
Mr. Halmy joined in May 2022, which is now beyond the 24-month exemption window; while he joined during a period of existing underperformance (a mitigating factor noted for context), the policy does not exempt him, and the three-year TSR gap of 108pp (threshold: 20pp) combined with a five-year gap of 96pp indicates the poor shareholder returns have continued throughout his tenure with no sign of recovery.
Mr. Sievwright has served since May 2020 and is the longest-tenured director on the board; BUR's stock has lost 40.2% over three years while the peer group gained a median 67.9%, a 108pp gap against a 20pp trigger threshold, and the five-year TSR gap of 96pp confirms sustained underperformance across his entire tenure, leaving no basis to apply the mitigating five-year downgrade.
For Analysis
Ms. Corrie joined the board in January 2024, which is within the 24-month exemption window as of the May 2026 meeting date, so the TSR underperformance trigger does not apply; she brings relevant restructuring and legal expertise and there are no other policy disqualifiers.
Mr. Noel is a new nominee who has not yet served on the board, so the TSR trigger does not apply; he brings relevant financial services, credit investing, and audit expertise, and there are no other policy disqualifiers.
The TSR underperformance trigger fires for all directors with more than 24 months of tenure: BUR's three-year stock return of -40.2% compares to a peer group median of +67.9%, a gap of 108 percentage points that overwhelms the 20pp threshold applicable to companies with negative absolute TSR. The five-year comparison (-56.8% vs. +39.2% peer median, gap of 96pp) similarly exceeds the threshold, confirming sustained rather than transient underperformance, so the five-year mitigant does not apply. Two directors are exempt: Pamela Corrie (joined January 2024, within 24 months) and Rick Noel (new nominee). Christopher Bogart receives an additional AGAINST flag for his marital relationship with Chief Strategy Officer Elizabeth O'Connell.
CEO
Christopher Bogart
Total Comp
$11,424,139
Prior Support
67%%
Burford received approximately 67% shareholder support on its 2025 Say on Pay vote — below the 70% threshold that triggers a No vote if no meaningful changes are made — and while the company did eliminate the discretionary annual bonus for the CEO and CIO in response to that feedback, this represents only partial remediation since the underlying carried interest structure and total pay levels remain elevated against a backdrop of catastrophic stock performance. BUR's stock has declined 40.2% over three years while the compensation peer group median rose 67.9%, a 108 percentage point gap that represents a severe pay-for-performance misalignment: executives are receiving above-benchmark variable compensation (carried interest allocations, RSUs, performance stock awards) while shareholders have lost nearly half their investment. The CEO's total compensation of approximately $11.4 million is difficult to justify against this performance record, and the compensation committee's independence is further clouded by the CEO's marriage to the Chief Strategy Officer, who is also a named executive officer participating in the same compensation plans.
Auditor
KPMG LLP
Tenure
2 yrs
Audit Fees
$5,721,000
Non-Audit Fees
$301,000
KPMG has served as Burford's auditor since mid-2024 (approximately two years), well below the 25-year tenure threshold; non-audit fees of $301,000 represent about 5.3% of audit fees of $5,721,000, far below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Burford's size and complexity; and the one-time audit-related fee in 2025 was for comfort letters on a debt issuance, a legitimate transaction-driven cost.
The 2026 Burford Capital annual meeting is dominated by the company's severe stock underperformance — BUR's three-year price return of -40.2% compares to a peer group median gain of +67.9%, a gap of 108 percentage points that triggers AGAINST votes for all five directors with more than 24 months of tenure and an AGAINST vote on Say on Pay, which also failed to clear the 70% threshold at the 2025 meeting and has received only partial remediation. The two exceptions on the director slate are new nominee Rick Noel and recently-joined Pamela Corrie, both of whom are exempt from the TSR trigger, and the auditor ratification (KPMG, tenure approximately two years, minimal non-audit fees) passes all policy screens cleanly.
14 companies disclosed in 2026 proxy filing
