Christopher Bogart
About Christopher Bogart
Christopher Bogart (age 59) is co-founder, Chief Executive Officer, and a director of Burford Capital. He previously held senior roles at Time Warner (EVP & General Counsel; CEO of Time Warner Cable Ventures and Time Warner Entertainment Ventures) and practiced at Cravath; he earned his law degree with distinction from the University of Western Ontario and clerked for the Chief Justice of Ontario . 2024 performance under his leadership included consolidated net income of $230 million (Burford-only “total segments” net income of $146 million) and robust cash realization metrics; the company also completed the transition to US domestic issuer status and advanced its YPF enforcement strategy . Over 2022–2024, Burford’s cumulative TSR (value of a fixed $100 investment measured from 12/31/2021) moved from 78 (2022) to 193 (2023) and 82 (2024) alongside volatility typical of the asset class .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Time Warner Inc. | EVP & General Counsel | Not disclosed | Senior legal leadership; governance and legal risk management |
| Time Warner Cable Ventures | Chief Executive Officer | Not disclosed | Led cable ventures; operating leadership |
| Time Warner Entertainment Ventures | Chief Executive Officer | Not disclosed | Led entertainment ventures; investing and operations |
| Cravath, Swaine & Moore | Litigator | Not disclosed | Complex litigation for blue-chip clients |
| Glenavy Capital LLC | Chief Executive Officer | Not disclosed | Legal-finance-focused investing; predecessor platforms to Burford |
| Churchill Ventures | Chief Executive Officer | Not disclosed | Public media/technology investment vehicle |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RAND Institute for Civil Justice | Board of Advisors | Not disclosed | Policy and research input on civil justice |
| International Legal Finance Association | Director | Not disclosed | Industry advocacy and standards |
| Association of Litigation Funders (England & Wales) | Director | Not disclosed | UK market standards and best practices |
| Hackley School | Trustee | Not disclosed | Non-profit governance |
| Zoning Board of Appeals, Briarcliff Manor (NY) | Chair | Not disclosed | Local governance |
| NYC Legal Aid Society | Board of Advisors | Not disclosed | Access-to-justice engagement |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 1,400,000 | Raised per new employment agreement effective 2024 |
| 2023 | 950,000 | Prior agreement |
| 2022 | 950,000 | Prior agreement |
Additional fixed policy elements:
- Comprehensive clawback policy (NYSE-compliant, effective Oct 2, 2023) covering restatement-related recovery and other misconduct/error-based recovery up to five years .
- Anti-hedging and anti-pledging policy for directors and executive officers (no short sales, hedging, margining, or pledging of company stock) .
- Insider trading policy with trading windows and pre-clearance .
Perquisites (select 2024 items):
- Tax preparation services reimbursed (including tax gross-up on the benefit) of $235,511; HSA/insurance contributions and tech/professional reimbursements totaled $21,033 .
Performance Compensation
Compensation philosophy and structure (key features):
- Annual bonus moved in 2024 from a formulaic revenue-based plan to a target bonus framework (200% of salary) assessed holistically on company and individual performance; up to 50% of CEO bonus may be delivered in equity (50% RSUs/50% PSUs), capped at target for PSUs .
- Long-term incentives: PSUs and RSUs generally vest on the third anniversary; 2024 PSUs vest based on relative TSR vs FTSE comparators, achieved at 0% or 100% if at/above median; prior PSU cycles used TSR and Adjusted EPS (each 50%) with straight-line criteria .
- Pay emphasizes realized cash gains (carried-interest-like payouts) rather than interim fair value marks; compensation is tied to cash realizations from concluded matters .
Annual bonus outcomes:
| Year | Non-Equity Annual Incentive ($) |
|---|---|
| 2024 | 1,500,000 |
| 2023 | 2,000,000 (one-time discretionary addition) |
| 2022 | — |
Long-term incentive program mechanics:
- RSUs/PSUs vest on 3rd anniversary of grant; PSUs vest only if performance goals are met .
- Pre-2024 PSU cycle (2021–2023) paid at 100% (both TSR and Adjusted EPS at or above targets) .
- 2024 PSUs: vest if relative TSR meets/ exceeds median on either Rolling (5-year) or Annual comparator constructs (FTSE cohorts); binary 0% or 100% .
Equity Ownership & Alignment
- Beneficial ownership: 9,194,125 shares (4.19% of outstanding); holdings primarily via investment vehicles and trusts; certain deferred/contingent awards excluded from this count .
- Outstanding unvested awards (as of 12/31/2024): 84,917 RSUs and 84,917 PSUs granted 3/22/2024; 107,568 RSUs and 107,569 PSUs granted 3/22/2023; 74,819 RSUs and 74,819 PSUs granted 4/5/2022 .
- Ownership guidelines: CEO must hold 6x base salary; all NEOs either satisfied or on track to meet requirements as of 12/31/2024 .
- Hedging/pledging prohibited; robust insider trading controls .
Ownership snapshot
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 9,194,125 |
| % of shares outstanding | 4.19% |
| RSUs outstanding (unvested) | 84,917 (2024 grant); 107,568 (2023); 74,819 (2022) |
| PSUs outstanding (target) | 84,917 (2024); 107,569 (2023); 74,819 (2022) |
| Ownership guidelines | 6x salary (CEO) |
| Hedging/Pledging | Prohibited |
Vesting and potential supply overhang (selected grants):
- 4/5/2022 RSUs/PSUs: vest on third anniversary, performance applied to PSUs .
- 3/22/2023 RSUs/PSUs: vest on third anniversary (performance for PSUs) .
- 3/22/2024 RSUs/PSUs: vest on third anniversary (2024 PSUs TSR-based) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement through 12/31/2028; auto-renews annually thereafter |
| Base salary | $1,400,000 during term |
| Target bonus | 200% of salary; portion may be delivered as LTIs (max 50% of equity portion subject to performance) |
| Carried-interest cash payments | 3.75% of realized net cash gains (Burford-only) on assets originated 1/1/2015–12/31/2023; 3.00% on assets originated during agreement term |
| Severance (no CIC) | 2x (salary + average bonus over prior 2 years), paid over 24 months; RSUs vest; PSUs vest per actual performance; continued carried-interest payments on eligible vintages; 3-year tech device usage |
| Severance (during CIC period) | 3x the “Cash Severance” amount (installments over 24 months) plus equity treatment as above; 3-year tech device usage |
| Restrictive covenants | 12-month post-employment non-compete/non-solicit (24 months if resigning without Good Reason); perpetual confidentiality |
| Estimated cash payment illustrations (as of 12/31/2024) | Without CIC: $9,259,150; With CIC: $13,888,725 (excludes carried-interest continuation value) |
| Clawback | NYSE-compliant clawback plus enhanced recovery for errors/misconduct |
Compensation Detail (Multi-Year)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,400,000 | 853,868 (matching notional RSUs under NQDC) | 1,500,000 | 7,993,914 (incl. $7,692,971 carried-interest; perqs and benefits) | 11,747,782 |
| 2023 | 950,000 | — | 2,000,000 | 8,777,836 (incl. revenue-tied equity portion for 2023; carried-interest) | 11,727,836 |
| 2022 | 950,000 | 430,091 | — | 4,351,060 | 5,731,151 |
Notes:
- 2024 “All Other Compensation” includes carried-interest cash payments of $7,692,971 (with $4,421,486 deferred), 401(k) match $13,800, medical plan costs $30,599, and perquisites including $235,511 for tax preparation (with tax gross-up) and $17,208 technology/professional reimbursements .
- Company aligns realized compensation to cash net gains; CEO also defers significant amounts under the NQDC Plan (2024 deferrals totaled $10,643,940 across bonus, carry, and vested RSU/PSUs) .
Compensation Structure Analysis
- Alignment levers: Emphasis on realized gains (carry-style payouts), multi-year equity vesting, and a TSR-based PSU construct (2024 awards) tie pay to shareholder outcomes and cash generation rather than interim fair value marks .
- 2024 shift reduces reliance on a formulaic revenue metric to a target-bonus model, strengthening discretion and multi-factor assessment; up to half the bonus can be delivered in RSUs/PSUs to extend alignment and retention .
- Governance safeguards: Robust clawback policy and strict anti-hedging/pledging rules; share ownership guideline for CEO set at 6x base salary; compliance status on track/satisfied .
- Potential red flags: Significant perquisite tax gross-up on tax preparation services ($235k in 2024) is shareholder-unfriendly and may attract scrutiny despite otherwise conservative policies .
Board Governance
- Role: Director since May 2020; not independent (CEO), and not a member of any board committee .
- Board leadership: Independent non-executive Chair (John Sievwright) and independent Vice Chair (Christopher Halmy); separation of Chair/CEO roles; majority independent directors .
- Committees: Audit (Chair Halmy), Compensation (Chair Sievwright), Nominating & Corporate Governance (Chair Gillespie); all members independent .
- Attendance: Four quarterly in-person board meetings in 2024; all directors attended (one attended by teleconference post-surgery) .
- Director compensation: Bogart receives no additional board compensation as CEO .
Director Service, Compensation, and Independence Considerations
- Independence: Board has determined all directors other than Bogart are independent under SEC/NYSE rules; CEO’s spouse, Elizabeth O’Connell, is Burford’s Chief Strategy Officer (relationship disclosed) .
- Dual-role implications: CEO + director model is standard; mitigated by independent Chair, majority-independent board, and independent committees .
- Say-on-Pay: Shareholders asked to approve NEO pay (advisory) and annual frequency; Board recommends FOR both .
Related Party & Other Governance Disclosures
- Employee/founder commitments to Burford private funds: Bogart committed $1,000,000 to Burford Opportunity Fund B LP; several executives have similar commitments; employees in aggregate committed ~$4.6 million as of 12/31/2024 .
- Holdings of Burford debt: Bogart held $500,000 of 6.125% bonds due 2025 .
- Anti-related-party controls: Audit Committee oversees related party transactions under a written policy .
Vesting Schedules & Insider Selling Pressure
- Unvested equity concentrations: Multiple tranches (2022–2024) of RSUs/PSUs vest on third anniversaries; 2024 PSUs require relative TSR performance at/above median on either comparator measure to vest .
- Policy mitigants: Strict no-pledging/hedging, pre-clearance windows, and ownership guidelines reduce forced-selling risk; material deferrals under NQDC and matching notional RSUs (vesting 2 years from election window) add retention .
Performance & Track Record
| Metric | 2024 | Context |
|---|---|---|
| Consolidated net income | $230 million | Positive profit year |
| Total segments (Burford-only) net income | $146 million | Segment reporting basis |
| Consolidated realizations | $907 million | Cash generation |
| Burford-only proceeds from capital provision assets | $648 million | Cash proceeds |
| TSR (fixed $100 from 12/31/2021) | 82 in 2024; 193 in 2023; 78 in 2022 | Volatility consistent with legal finance |
Key achievements: Transition to US domestic issuer status (effective 1/1/2025), Russell 3000/2000 membership, successful debt issuance with tighter spreads; ongoing YPF enforcement campaign referenced in executive performance assessment .
Equity and Deferred Compensation Mechanics
- NQDC Plan: Executives may defer salary/bonus/carry and equity; company may provide “matching notional RSUs” on deferrals invested notionally in Burford shares; matching vests 100% on the second anniversary of the election window; plan is being amended to authorize share settlement capacity .
- 2024 deferrals (Bogart): $10,643,940 total contributed (bonus, carry, vested RSU/PSUs, and SRA transfer) with $853,868 matching notional RSUs granted .
Compensation Peer Group (Benchmarking Approach)
- No direct public peer; evaluates law firm profits per partner and GC comp for CEO/CIO context; also references a monitoring peer set (AMG, Blue Owl, Carlyle, TPG, Houlihan Lokey, PJT, Moelis, SoFi, Janus Henderson, Walker & Dunlop, LegalZoom, Esquire Financial, PennyMac) for broader market alignment .
Risk Indicators & Red Flags
- Clawback and anti-hedging/pledging: Strong mitigants .
- Perquisite tax gross-up: Material gross-up for tax preparation services ($235k) may draw governance concern .
- Related party context: Spousal executive (CSO) and fund commitments disclosed with Audit Committee oversight .
Investment Implications
- Alignment: High equity ownership (4.19%), stringent ownership/hedging policies, and multi-year PSU/RSU design (including relative TSR) align CEO incentives with shareholder value creation; carry-linked payouts tied to realized cash gains further reinforce cash discipline .
- Retention vs. supply: Layered vesting across 2022–2024 grants and sizable deferred balances support retention; anti-pledging/hedging and trading windows reduce forced selling, though scheduled vestings could introduce periodic supply events .
- Governance: Independent Chair and committees offset dual-role concerns; Say-on-Pay and updated omnibus/NQDC plans indicate alignment with US market practices; however, the tax gross-up perquisite stands out as a shareholder-unfriendly element .
- Pay-for-performance: Shift from formulaic revenue credit to target bonus with equity delivery, PSU performance rigor, and realized-gain carry mechanics should increase the correlation between realized value creation and executive rewards .