bur-20260324

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

____________________

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BURFORD CAPITAL LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

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LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS

Dear Fellow Shareholders:

On behalf of the board of directors (the “Board of Directors”) of Burford Capital Limited (“Burford”, “we”, “us” or “our”), I am pleased to cordially invite you to attend the annual general meeting of shareholders to be held on Wednesday, May 13, 2026, at 9:00 a.m. British Summer Time (the “2026 AGM”).

2026 AGM business

The business to be considered at the 2026 AGM is set forth in the accompanying Notice of Annual General Meeting of Shareholders. The Board of Directors considers that all the resolutions set forth in the accompanying Notice of Annual General Meeting of Shareholders (each, a “Resolution”) are in the best interests of shareholders as a whole. Accordingly, the Board of Directors unanimously recommends that you vote in favor of each Resolution.

Although our corporate governance arrangements and requirements under the US federal securities laws are now aligned with those of a US domestic public company, we remain a foreign company incorporated under the laws of Guernsey with a listing on AIM, a market operated by the London Stock Exchange (“AIM”). As such, we continue to adhere to AIM’s listing obligations and must comply with Guernsey law and our shareholder-approved articles of incorporation to, among other things, seek shareholder approval for certain ordinary and special resolutions included in the accompanying proxy statement (the “Proxy Statement”). As a result, US investors will see certain lengthy resolutions that are customary for UK public companies and that our shareholders have routinely approved for years.

For the 2026 AGM, we will rely on the US practice of notice and access. Instead of mailing a traditional full set of proxy materials, notice and access gives us the option to mail a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to shareholders, directing them to a website to access electronic copies of the proxy materials. As a shareholder, you also have the option to request certain proxy materials after receiving the Notice of Internet Availability. Notice and access will greatly reduce the paper to print and fuel to deliver our proxy materials.

We encourage you to vote promptly, even if you plan to attend the 2026 AGM.

On behalf of the Board of Directors, we thank you for your continued investment in and support of Burford. As always, we remain committed to serving you, our shareholders.

Yours faithfully,

John Sievwright

Chair of the Board of Directors

April 2, 2026

BURFORD CAPITAL LIMITED

Oak House, Hirzel Street

St. Peter Port

Guernsey GY1 2NP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2026 annual general meeting of shareholders (the “2026 AGM”) of Burford Capital Limited (“Burford”, “we”, “us” or “our”) will be held at Oak House, Hirzel Street, St. Peter Port, Guernsey GY1 2NP at 9:00 a.m. British Summer Time on May 13, 2026. If you plan on attending the 2026 AGM in person, for logistics and security reasons, please register your intention to do so by 10:00 a.m. British Summer Time on May 7, 2026 by sending an e-mail to cosec@oak.group. If you are not a registered shareholder, please include evidence of your shareholding. We will only admit to the 2026 AGM (i) shareholders registered on our register of shareholders and (ii) those who have registered to attend the 2026 AGM in advance, confirmed their status as holders of our ordinary shares and received confirmation from us of their entitlement to attend. If you hold your ordinary shares in “street name”, you are not a registered shareholder and will not be admitted to the 2026 AGM unless you register in advance and provide evidence of your shareholding.

At the 2026 AGM, the shareholders will be asked to vote on the following Resolutions, which are described in more detail in the Proxy Statement. Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions, which means that, for each of these Resolutions to be passed, a simple majority of the votes cast by persons entitled to vote must be in favor of the Resolution. Resolutions 15 and 16 are proposed as special resolutions, which means that, for each of these Resolutions to be passed, not less than 75% of the votes cast by persons entitled to vote must be in favor of the Resolution.

Ordinary Resolutions

1.To re-elect Rukia Baruti Dames as a director for a term expiring at the close of our next annual general meeting.

2.To re-elect Christopher Bogart as a director for a term expiring at the close of our next annual general meeting.

3.To re-elect Pamela Corrie as a director for a term expiring at the close of our next annual general meeting.

4.To re-elect Robert Gillespie as a director for a term expiring at the close of our next annual general meeting.

5.To re-elect Christopher Halmy as a director for a term expiring at the close of our next annual general meeting.

6.To elect Rick Noel as a director for a term expiring at the close of our next annual general meeting.

7.To re-elect John Sievwright as a director for a term expiring at the close of our next annual general meeting.

8.To declare a final dividend of 6.25¢ (United States cents) per ordinary share recommended by the Board of Directors and to pay such final dividend on June 12, 2026 to all ordinary shareholders on our register of shareholders at the close of business on May 22, 2026.

9.To reappoint KPMG LLP (“KPMG”) as our external auditor and independent registered public accounting firm until our next general meeting at which accounts are laid.

10.To authorize the audit committee of the Board of Directors (the “Audit Committee”) on behalf of the Board of Directors to agree to the compensation of our external auditor.

11.To receive our accounts for the year ended December 31, 2025 and the report of the Board of Directors and the external auditor thereon.

12.To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement under “Executive compensation”, including the compensation discussion and analysis, the compensation tables and the related narrative discussion included therein (the “Say-on-Pay”).

13.To authorize the Board of Directors to allot and/or issue our unissued ordinary shares and grant rights to subscribe for, or to convert any security into, our ordinary shares up to a specified amount.

14.To authorize us to make market acquisitions of our ordinary shares up to a specified amount.

Special Resolutions

15.To authorize the Board of Directors to allot and/or issue our equity securities for cash without making a pre-emptive offer to shareholders (subject to the limitations set forth in Resolution 15).

16.To authorize the Board of Directors to allot and/or issue our equity securities for cash without making a pre-emptive offer to shareholders (subject to the limitations set forth in Resolution 16) for an acquisition or specified capital investment.

Only holders of our ordinary shares of record as of the close of business on March 16, 2026 (the “Record Date”) are entitled to notice of and to vote at the 2026 AGM or any postponement or adjournment thereof.

As permitted by the rules of the US Securities and Exchange Commission (the “SEC”), we will furnish proxy materials to shareholders via the internet to expedite shareholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of the 2026 AGM. Accordingly, we will send to our shareholders of record and beneficial owners the Notice of Internet Availability beginning on April 2, 2026 to provide instructions on how to access the Proxy Statement and our annual report to shareholders for the year ended December 31, 2025 (the “2025 Annual Report”) via the internet and how to vote online. The Notice of Internet Availability also contains instructions on how to obtain the proxy materials in printed form.

Your vote is important, and you should read the Proxy Statement in its entirety before voting. We encourage you to vote by proxy in advance of the 2026 AGM whether or not you plan to attend the 2026 AGM. Shareholders of record or beneficial shareholders named as proxies by their shareholders of record who attend the 2026 AGM may vote their ordinary shares personally even if they have sent in proxies or voted online. If you hold your ordinary shares through a bank, broker or other nominee, please follow their instructions. See “General information about 2026 AGM” for additional information with respect to the 2026 AGM, including details about how to participate in the 2026 AGM and how to cast your votes.

By order of the Board of Directors of Burford Capital Limited

Oak Fund Services (Guernsey) Limited

Company Secretary

April 2, 2026

iii

TABLE OF CONTENTS


			Page

LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS			i
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
WEBSITE REFERENCES			2
RESOLUTIONS 1 THROUGH 7—ELECTION OF DIRECTORS			3
Director nominees’ biographies			3
Director nominees’ qualifications and attributes			6
Corporate governance			7
Key corporate governance practices			7
Corporate Governance Guidelines			8
Board leadership			8
Director independence			8
Director criteria and nomination process			9
Board of Directors and committee evaluations			9
Board of Directors refreshment and tenure			10
Board onboarding and education			10
Director meeting attendance			10
Committees of the Board of Directors			11
Board of Directors oversight			13
Shareholder engagement			14
Board of Directors communications			15
Code of Business Conduct and Ethics and Ethical Conduct Code for Senior Financial Officers			15
Guernsey Code of Corporate Governance			15
Related Party Transactions			16
Director compensation			17
RESOLUTION 8—DECLARATION OF FINAL DIVIDEND			20
AUDIT COMMITTEE REPORT			21
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Independent auditor fees			22
Pre-Approval Policy			22
Change in independent registered public accounting firm			22
RESOLUTION 9—REAPPOINTMENT OF EXTERNAL AUDITOR			24
RESOLUTION 10—COMPENSATION OF EXTERNAL AUDITOR			25
RESOLUTION 11—RECEIPT OF ANNUAL ACCOUNTS			26
EXECUTIVE OFFICERS			27
Executive officers’ biographies			27
EXECUTIVE COMPENSATION			30
Compensation discussion and analysis			30
Overview			30
2025 fiscal year performance highlights			30
Compensation philosophy			31
Compensation governance best practices			32
Shareholder outreach			33


Determining compensation			34
Compensation structure and elements			37
Other elements of compensation			43
Employee benefits			45
Individual arrangements with the Named Executive Officers			45
Share ownership guidelines for executive officers			48
Clawback policies			48
Recovery of erroneously awarded compensation			49
Restrictions on trading our ordinary shares			49
Restrictions in short-sale, hedging, margining and pledging transactions			49
Tax deductibility of compensation			49
Policies and practices related to grant of certain equity awards			49
Executive compensation program risk assessment			50
Compensation Committee report			50
Summary compensation table			51
Grants of plan-based awards			53
Outstanding equity awards at fiscal year-end			55
Option exercises and stock vested			57
Nonqualified deferred compensation			59
Potential payments upon termination or change in control			60
CEO PAY RATIO			62
PAY VERSUS PERFORMANCE			63
RESOLUTION 12—ADVISORY SAY-ON-PAY VOTE			68
RESOLUTION 13—AUTHORITY TO ALLOT AND/OR ISSUE ORDINARY SHARES			69
RESOLUTION 14—AUTHORITY TO MAKE MARKET ACQUISITIONS OF ORDINARY SHARES			71
RESOLUTIONS 15 AND 16—DISAPPLICATION OF PRE-EMPTION RIGHTS			73
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			76
Beneficial ownership information			76
Delinquent Section 16(a) reports			78
GENERAL INFORMATION ABOUT 2026 AGM			79
SHAREHOLDER PROPOSALS AND NOMINATIONS			84
HOUSEHOLDING			85
OTHER MATTERS			86
SCHEDULE I - NON-GAAP FINANCIAL MEASURES			SCH-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (this “Proxy Statement”) contains “forward-looking statements” within the meaning of Section 27A of the US Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to be covered by the safe harbor provided for under these sections. In some cases, words such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “plan”, “potential”, “predict”, “projected”, “should” or “will”, or the negative of such terms or other comparable terminology, are intended to identify forward-looking statements. Although we believe that the assumptions, expectations, projections, intentions and beliefs about future results and events reflected in forward-looking statements have a reasonable basis and are expressed in good faith, forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause our actual results and events to differ materially from (and be more negative than) future results and events expressed, projected or implied by these forward-looking statements. Factors that might cause future results and events to differ include, among others, the following:

•Adverse litigation outcomes and timing of resolution of litigation matters

•Our ability to identify and select suitable legal finance assets

•Improper use or disclosure of, or access to, privileged information, intellectual property or litigation or business strategy due to cybersecurity breaches, unauthorized use or theft

•Inaccuracy or failure of the probabilistic model and decision science tools, including machine learning technology and generative artificial intelligence, we use to predict the returns on our legal finance assets and in our operations

•Changes and uncertainty in laws, regulations and rules relating to the legal finance industry, including those relating to privileged information and/or disclosure and enforceability of legal finance arrangements

•Inadequacies in our due diligence process or unforeseen developments

•Credit risk and concentration risk relating to our legal finance assets

•Lack of liquidity of our legal finance assets and commitments in excess of our available capital

•Our ability to obtain attractive external capital, refinance our outstanding indebtedness or raise capital to meet our liquidity needs

•Competitive factors and demand for our services and capital

•Failure of lawyers who prosecute and/or defend claims that we have financed to exercise due skill and care or the misalignment of their interests or those of their clients with ours

•Poor performance by the commitments we make on behalf of our private funds

•Negative publicity about or public perception of the legal finance industry or us

•Valuation uncertainty with respect to the fair value of our capital provision assets

•Current and future legal, political and economic factors, including uncertainty surrounding the effects, severity and duration of public health threats and/or military actions

•Developments in machine learning technology and generative artificial intelligence and expectations relating to environmental, social and governance (“ESG”) considerations

•Potential liability from litigation and legal proceedings against us

•Our ability to hire and retain key personnel

•Risks relating to our international operations as a result of differing legal and regulatory requirements, political, social and economic conditions and unforeseeable developments

•Exposure to foreign currency exchange rate fluctuations

•Uncertainty relating to the tax treatment of our financing arrangements

•Information systems risks or improper functioning of our information systems or those of our third-party service providers

•Failure of our third-party service providers to fulfill their obligations or misconduct by our third-party service providers

•Failure by us to maintain the privacy and security of personal information and comply with applicable data privacy and protection laws and regulations

•Failure by us to maintain effective internal control over financial reporting or effective disclosure controls and procedures

•Failure by us to comply with the requirements of being a US domestic public company and the costs associated therewith

•Certain risks relating to our incorporation in Guernsey

•Other factors discussed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”)

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements contained in the 2025 Form 10-K and other periodic and current reports that we file with or furnish to the SEC. Many of these factors are beyond our ability to control or predict, and new factors emerge from time to time. Furthermore, we cannot assess the impact of each such factor on our business or the extent to which any factor or combination of factors may cause actual results and events to be materially different from those contained in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date of this Proxy Statement and, except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

WEBSITE REFERENCES

Website references and their hyperlinks have been provided for convenience and are intended to be inactive textual references only. The contents of our website and of any other referenced websites are not included or incorporated by reference into this Proxy Statement nor do they constitute a part of this Proxy Statement.

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.

Name

Age

Position(s)

Rukia Baruti Dames

Non-Executive Director

Christopher Bogart

Co-Founder and Chief Executive Officer and Director

Pamela Corrie

Non-Executive Director

Robert Gillespie

Non-Executive Director

Christopher Halmy

Non-Executive Vice Chair of the Board of Directors

Rick Noel

Non-Executive Director

John Sievwright

Non-Executive Chair of the Board of Directors

Vote required

Election of each director nominee requires that a simple majority of the votes cast by persons entitled to vote must be cast FOR such director nominee. Shareholders may not cumulate their votes with respect to the election of director nominees. A properly executed proxy marked “Abstain” with respect to the election of one or more director nominees will not be voted with respect to the director nominee(s) indicated, although it will be counted for purposes of establishing whether a quorum is present. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on Resolutions 1 through 7 (inclusive).

Board of Directors’ recommendation

The Board of Directors unanimously recommends that shareholders vote FOR each director nominee.

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.


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.


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.


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

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:


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

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.

Sievwright

Halmy

Baruti

Bogart

Corrie

Gillespie

Noel

Background and Attributes

Board Tenure (years)

N/A

Gender

Race / Ethnicity

Black / African American

✓

White / Caucasian

✓

Corporate governance

Key corporate governance practices

We have corporate governance standards and practices designed to create long-term value for our shareholders. Key corporate governance practices include:

Board structure and independence

•Strong independent Chair of the Board of Directors who is not the Chief Executive Officer

•Majority of independent directors (i.e., all the directors other than the Chief Executive Officer)

•Mix of new and longer-serving directors and commitment to refreshment of the Board of Directors and committees with focus on optimal mix of experience, qualifications and skills

•Executive sessions of independent directors without management

•All members of the Audit Committee, the compensation committee of the Board of Directors (the “Compensation Committee”) and the nominating and corporate governance committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) are independent

•Policy against director overboarding

•Annual evaluations of the Board of Directors and its committees

•Director access to internal and external experts and advisors

Shareholder rights

•Active and ongoing shareholder engagement

•One class of ordinary shares outstanding, with each ordinary share entitled to one vote

• Annual election of all directors for one-year terms

•Majority vote standard for the election of directors in uncontested elections

Other governance practices

•Code of business conduct and ethics applicable to our directors and employees

•Corporate governance guidelines and related party transactions policy aligned with industry best practices

•Annual review of committee charters and other corporate governance documents

•Meaningful share ownership guidelines for non-executive directors and executive officers

•Annual “Say-on-Pay” vote

•Comprehensive clawback policy for incentive compensation

•Anti-hedging and -pledging policy covering directors and executive officers

Corporate Governance Guidelines

The Board of Directors has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) as a general framework to assist the Board of Directors in carrying out its responsibility for our business and affairs. The Corporate Governance Guidelines outline important policies and practices regarding our governance, such as the size and composition, the structure and operations and the duties and responsibilities of the Board of Directors. The Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines annually and recommends any appropriate changes for approval by the Board of Directors. The Corporate Governance Guidelines can be found on our website at https://investors.burfordcapital.com under “Governance—Governance Documents”.

Board leadership

Choosing the right leadership for the Board of Directors is an important responsibility. The Board of Directors selects the Chair of the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, in the manner and upon the criteria that it deems to be in our best interests at the time of selection, considering our current and future strategic and governance needs.

The Board of Directors believes that its current leadership structure, in which the roles of the Chair of the Board of Directors and the Chief Executive Officer are separated, best serves the Board of Directors’ ability to carry out its roles and responsibilities on behalf of our shareholders, including its oversight of management, and our overall corporate governance. The Board of Directors also believes that the current structure allows the Chief Executive Officer to focus on managing our business and day-to-day leadership, while leveraging the independent Chair’s experience to drive accountability at the level of the Board of Directors.

The independent non-executive Chair of the Board of Directors serves as liaison between the Chief Executive Officer and the other independent directors, establishes (in consultation with the Chief Executive Officer) the agenda for the meetings of the Board of Directors and notifies other members of the Board of Directors regarding any significant concerns of shareholders or interested parties of which he or she becomes aware. The independent non-executive Chair of the Board of Directors presides at all meetings of the Board of Directors and all independent director sessions scheduled at regular meetings of the Board of Directors and provides advice and counsel to the Chief Executive Officer.

Upon the recommendation of the Nominating and Corporate Governance Committee and with the full support of the Board of Directors, John Sievwright was appointed as the independent non-executive Chair of the Board of Directors and Christopher Halmy was appointed as the independent non-executive Vice Chair of the Board of Directors following the annual general meeting held in 2024. Both Messrs. Sievwright and Halmy are expected to serve in their respective roles until the annual general meeting to be held in 2027, at which time Mr. Sievwright will retire from the Board of Directors and it is expected that Mr. Halmy will become the Chair of the Board of Directors.

Director independence

Under the Corporate Governance Guidelines, the Board of Directors determines, annually or more frequently as the Board of Directors may so desire or deem necessary, whether each director satisfies the applicable criteria for independence based on all the relevant facts and circumstances. In addition, each independent director of the Board of Directors is required under the Corporate Governance Guidelines to notify the Chair of the Board of Directors and the Chair of the Nominating and Corporate Governance Committee of any developments that may impair such director’s independence. If a conflict of interest exists and cannot be resolved to the satisfaction of the Nominating and Corporate Governance Committee, the relevant director is required to submit to the Board of Directors written notification of such conflict of interest and an offer of resignation from the Board of Directors and each committee of the Board of Directors on which such director serves. The Nominating and Corporate Governance Committee develops and recommends to the Board of Directors for approval the criteria for membership on the Board of Directors, including those relating to director independence.

The Board of Directors currently consists of six directors, and the Board of Directors has determined that each director nominee (other than Mr. Bogart, the Chief Executive Officer) is “independent” under the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange (the “NYSE”).

Members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee must satisfy additional independence requirements imposed by the applicable rules and regulations of the SEC and the listing standards of the NYSE. The Board of Directors determined that each director nominee (other than Mr. Bogart, the Chief Executive Officer, who is not a member of any committee of the Board of Directors) satisfies the additional requirements for “independence” under the applicable rules and regulations of the SEC and the listing standards of the NYSE with respect to the committees of the Board of Directors on which such director nominee serves. See “—Committees of the Board of Directors” for additional information with respect to the membership of each committee.

Director criteria and nomination process

We seek to establish the Board of Directors with an appropriate balance of skills, knowledge, experience, independence and diversity of backgrounds to enable it to discharge its duties and responsibilities effectively. The Board of Directors has delegated to the Nominating and Corporate Governance Committee the responsibility for developing and recommending to the Board of Directors for approval the membership criteria and for identifying individuals qualified to become members of the Board of Directors. The Nominating and Corporate Governance Committee may seek input from an independent search firm to identify potential candidates.

Candidates for potential membership on the Board of Directors must at a minimum satisfy any requirements under the applicable rules and regulations of the SEC and the listing standards of the NYSE. In evaluating director candidates, the Nominating and Corporate Governance Committee seeks members from diverse professional and personal backgrounds with a reputation for integrity and a broad spectrum of experience and expertise. This assessment includes an individual’s independence, as well as consideration of age, skills and experience. Director candidates are also expected to know how to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating our financial performance. In addition, the Nominating and Corporate Governance Committee considers whether individual director candidate’s background, skills, knowledge, experience and other qualifications and attributes complement those of other members of the Board of Directors and may also consider other factors as our needs change based on strategic priorities.

Under the Corporate Governance Guidelines, no director should serve on more than four boards of directors of other public companies, and no member of the Audit Committee should serve on more than three audit committees of other public companies unless the Board of Directors determines and appropriately discloses that such simultaneous service does not impair such member's ability to effectively serve on the Audit Committee. In addition, no director who is an executive officer of a public company, including Burford, should serve on more than two boards of directors of public companies, including Burford, without the prior approval of the Nominating and Corporate Governance Committee. Directors should also avoid any action, position or interest that conflicts or gives the appearance of a conflict with our interests. See “—Director independence” for additional information with respect to director independence and potential conflicts of interest.

Under the Corporate Governance Guidelines, the Board of Directors has committed to reject and prevent any form of discrimination or other unfair treatment on the grounds of race, ethnicity, nationality or country of origin, sex, pregnancy or maternity, disability or other health issue, religion or belief, age, veteran status, sexual orientation or gender reassignment. The Board of Directors also strives to maintain a diverse membership and, in particular, for at least 30% of its membership to be women. As of the date of this Proxy Statement, approximately 33% of the Board of Directors are women. See “—Director nominees’ qualifications and attributes” for additional information with respect to the director nominees.

Board of Directors and committee evaluations

The Board of Directors evaluates its performance and the performance of its committees on an annual basis through an evaluation process overseen by the Nominating and Corporate Governance Committee. The evaluation process assesses the performance and effectiveness of the Board of Directors and its committees, committee charter reviews and numerous aspects of corporate governance and directors’ duties and responsibilities.

As part of this evaluation process, each independent director completes a separate questionnaire on a confidential and anonymous basis for the Board of Directors and each committee on which such director serves, providing responses to specific questions as well as general commentary and suggestions for improvements. The questionnaire responses are compiled and analyzed to measure performance, note trends and highlight areas for improvement. Results and analyses are communicated to the Nominating and Corporate Governance Committee, the Board of Directors and the relevant committees. The Nominating and Corporate Governance Committee discusses evaluation results to determine what, if any, actions should be taken to improve the effectiveness of the Board of Directors or any committee and subsequently discusses such evaluation results with the Board of Directors.

Board of Directors refreshment and tenure

The Board of Directors has been focused on board refreshment in connection with our listing on the NYSE in October 2020 and our transition to US domestic public company status. As a result, two of our non-executive directors have a tenure of three or less years as of the date of this Proxy Statement. In addition, the Board of Directors has nominated Rick Noel for election at the 2026 AGM. See “—Director nominees’ qualifications and attributes” for additional information with respect to the director nominees’ tenures.

All directors serve a one-year term and are subject to election by shareholders at each annual general meeting with the exception of a director who is not appointed at an annual general meeting, whose initial term will run from the date of appointment until our next annual general meeting. As provided in our articles of incorporation (the “Articles”), the Board of Directors may appoint one or more directors between annual general meetings to hold office only until our next annual general meeting. In addition, the Corporate Governance Guidelines specify that no person will be nominated by the Board of Directors to serve as a director after he or she has passed his or her 72nd birthday.

Board onboarding and education

Under the Corporate Governance Guidelines, the Nominating and Corporate Governance Committee oversees our orientation programs for new directors and continuing education programs for directors.

Each new director, upon joining the Board of Directors, is provided with an orientation session regarding the Board of Directors and our business and operations. As part of this orientation, each new director has an opportunity to meet with members of our senior management and the Board of Directors’ advisors relevant for his or her responsibilities on the Board of Directors or committees of the Board of Directors. In addition, new directors receive key documents, including our governance documents and filings, past minutes and agenda programs of the Board of Directors and its committees and strategy presentations.

Directors are also provided with continuing education on various subjects that will assist them in discharging their duties, which may include presentations by our management or the Board of Directors’ advisors on our business, compliance efforts, applicable legal, regulatory or other developments or other matters as the Board of Directors, or the Nominating and Corporate Governance Committee in its oversight of the Board of Directors’ continuing education program, may deem appropriate. In addition, we provide the directors, at their request, with access to reasonable outside education programs pertaining to the directors’ responsibilities. Finally, site visits to our global offices or to cities where we carry on business are coordinated for the directors from time to time, enabling them to engage directly with a broader group of our executives, employees and clients and gain firsthand insight into our culture, operations and strategic priorities.

Director meeting attendance

Under the Corporate Governance Guidelines, directors are expected to use their best efforts to attend (either in person, telephonically, via the Internet or by other suitable means of remote communication) the annual meeting of shareholders, meetings of the Board of Directors and meetings of committees of the Board of Directors on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are expected to review meeting materials prior to meetings of the Board of Directors and committees of the Board of Directors on which they serve. Each director’s attendance at, and preparation for, meetings of the Board of Directors and committees of the Board of Directors on which they serve is considered by the Nominating and Corporate Governance Committee when recommending director nominees.

SEC Form DEF 14A filed by Burford Capital Limited