Elizabeth O'Connell
About Elizabeth O'Connell
Elizabeth O’Connell, CFA, is a Burford founder and the Chief Strategy Officer (CSO) with responsibility for quantitative/data analytics and management oversight of several functions; she has served as CSO since August 2019 after serving as CFO from December 2017 to August 2019 and earlier as Managing Director . She is 58 years old . Ms. O’Connell holds an MBA in finance (Ivey Business School, University of Western Ontario) and a BA from the University of Western Ontario; she previously held senior roles at Glenavy Capital (MD & CFO), Churchill Ventures (CFO), Credit Suisse (Senior Equity Syndicate Director), Salomon Brothers/Citigroup, and began her finance career in FX sales at Bank of America . Pay-versus-performance for Burford emphasizes net realized gains in the Principal Finance segment and TSR as the most important measures; Pre-2024 PSUs vested at 100% for the 2021–2023 cycle (TSR actual 66% vs 26% target; Adjusted EPS actual 3,335% vs 26% target), aligning incentive outcomes with shareholder returns and profitability metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Burford Capital | Chief Strategy Officer | Aug 2019–present | Leads quantitative/data analytics; oversight of multiple functions; Management and Commitments Committees . |
| Burford Capital | Chief Financial Officer | Dec 2017–Aug 2019 | Transitioned finance leadership pre–U.S. domestic filer; foundational for current strategy . |
| Burford Capital | Managing Director | Through Dec 2017 | Early leadership as a founder; investment/strategy contributions . |
| Glenavy Capital | Managing Director & CFO | n/d | International investment firm finance leadership . |
| Churchill Ventures (NYSE American) | Chief Financial Officer | n/d | Public company CFO (technology/media) . |
| Credit Suisse | Senior Equity Syndicate Director | n/d | Capital markets execution . |
| Salomon Brothers (later Citigroup) | Investment banking roles | n/d | Banking and markets experience . |
| Bank of America | FX Sales | n/d | Early finance career . |
External Roles
No public company directorships or external board roles disclosed for Ms. O’Connell in the proxy .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $500,000 | $500,000 | $583,333 |
| Target Bonus % | n/a (no specific targets set for NEOs other than founders) | n/a | n/a |
| Actual Annual Incentive (Non‑equity) | $1,250,000 | $1,520,000 | $1,520,000 (of which $1,140,000 deferred into NQDC) |
| Stock Awards (grant date FV) | $237,146 | $238,169 | $289,418 |
| All Other Compensation | $198,721 | $548,226 | $612,873 (incl. $594,804 carried interest) |
| Total Compensation | $2,185,867 | $2,806,395 | $3,005,624 |
Notes:
- Other NEO annual incentives (including Ms. O’Connell) are determined by a holistic review of company and individual performance; no guaranteed bonuses or preset metrics; generally equalized among non-founder NEOs .
Performance Compensation
Annual Incentive Plan (AIP)
- Structure: Holistic evaluation of company performance (e.g., realizations, ROIC, issuer transition, capital markets/rating progress, YPF enforcement) and individual contributions; no formal metric targets for non-founder NEOs; not guaranteed .
- 2024 context highlights under NEO leadership: Target realizations on new commitments reached highest tracked level; >$3.6B consolidated and $3.3B Burford-only realizations since inception; 108% ROIC in Principal Finance in 2024 vs 87% historical and >60% in 2023; successful U.S. domestic filer transition; incremental U.S. debt issuance and ratings momentum; global enforcement on ~$16B YPF judgment .
Long-Term Incentive Plan (LTIP): RSUs and PSUs
- Mix and vesting: 50% RSUs, 50% PSUs; both generally vest on 3rd anniversary of grant; PSUs require performance certification; PSUs capped at 100% of target; same vesting practice for founder awards granted in lieu of cash .
- 2024 grants for O’Connell: 10,274 RSUs (FV $152,877) and 10,274 PSUs (FV $136,541); both granted 3/22/2024; PSUs/RSUs vest on 3rd anniversary, subject to service and, for PSUs, performance .
- 2024 PSU performance metrics: Sole metric is relative TSR, earned at 0% or 100% based on meeting median TSR thresholds under either a 5‑year “Rolling TSR” (vs FTSE AllShare as of 1/1/2020) or “Annual TSR” (vs FTSE 350 Financial Services as of 1/1/2024) methodology; designed due to lack of direct peers and long-dated asset duration .
- Pre-2024 PSU metrics: TSR and Adjusted EPS, each 50% weight; annual and end‑of‑period testing; below target = 0%, above target = 100%; satisfactory individual performance also required .
PSU performance determination for 2021–2023 performance cycle vested in 2024:
| PSU Financial Performance Metric | Threshold (0%) | Target (100%) | Actual | Weight | Weighted Payout | Calculated Payout |
|---|---|---|---|---|---|---|
| TSR | 0% | 26% | 66% | 50% | 50% | 50% |
| Adjusted EPS | 0% | 26% | 3,335% | 50% | 50% | 50% |
| Total Payout | 100% |
2024 Vesting Activity
| Type | Shares Acquired on Vesting (2024) | Value Realized |
|---|---|---|
| RSUs | 21,056 | $336,264 |
| PSUs | 21,056 | $336,264 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 336,542 ordinary shares; <1% of 219,421,904 outstanding as of Mar 3, 2025 . |
| Ownership footnote detail | Includes 130,892 shares held by a trust (trustee), and 205,650 shares held by a U.S. charitable foundation established by Ms. O’Connell and spouse (disclaimed beneficial ownership); excludes shares held by spouse (CEO) . |
| Excluded from beneficial tally | Not counted: 13,441 RSUs and 13,441 PSUs expected to vest within 60 days of Mar 3, 2025 (settlement deferred), 28,711 RSUs and 28,711 PSUs not vesting within 60 days, and ~42,112 ordinary shares representing NQDC deferrals . |
| Outstanding equity at 12/31/2024 | Unvested RSUs/PSUs: 10,274 RSUs ($130,994 MV) and 10,274 PSUs ($130,994 MV) granted 3/22/2024; 18,437 RSUs ($235,072 MV) and 18,437 PSUs ($235,072 MV) granted 3/22/2023; 13,441 RSUs ($171,373 MV) and 13,441 PSUs ($171,373 MV) granted 4/5/2022 . |
| Options | No options have ever been granted to or exercised by NEOs in 2024 . |
| Ownership guidelines | 3x base salary for executive officers other than CEO/CIO; 5-year window to comply; retain 100% of net shares until met; as of 12/31/2024, all NEOs have either satisfied or are on track . |
| Hedging/pledging | Prohibited from hedging, short sales, holding in margin accounts, or pledging shares . |
| Clawback | NYSE-compliant recovery policy (effective Oct 2, 2023) plus plan-level 5‑year recoupment for misstatements, erroneous performance assessment, or gross misconduct . |
| Insider activity (2025) | On Mar 7, 2025, allocation of fully vested notional ordinary shares equivalent to deferred cash compensation under NQDC at $13.47 for 90,489.5 notional shares; outside a trading venue . |
Outstanding equity awards (unvested) at FY-end (as of Dec 31, 2024):
| Grant Date | Award Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 04/05/2022 | RSUs | 13,441 | $171,373 |
| 04/05/2022 | PSUs | 13,441 | $171,373 |
| 03/22/2023 | RSUs | 18,437 | $235,072 |
| 03/22/2023 | PSUs | 18,437 | $235,072 |
| 03/22/2024 | RSUs | 10,274 | $130,994 |
| 03/22/2024 | PSUs | 10,274 | $130,994 |
Nonqualified deferred compensation (NQDC) – 2024:
- Year-end balance: $1,912,693 .
- 2024 deferrals by type: $1,140,000 of non‑equity incentive; $226,091 carried interest; $672,529 RSUs/PSUs; total $2,038,620 .
- Matching credits: Company may credit matching notional RSUs when cash deferrals are invested in Burford shares; matching credits vest 100% on the second anniversary of the applicable trading period; forfeited upon separation (other than death/retirement) prior to vesting .
- Settlement of deferred RSUs/PSUs: Not earlier than the fifth anniversary of the grant date .
Employment Terms
| Term | O’Connell Employment Arrangement |
|---|---|
| Effective date | January 1, 2020 . |
| Base salary | Initial $500,000 (may be increased) . |
| Annual bonus eligibility | Eligible (no preset targets for non-founder NEOs; holistic determination) . |
| LTIP eligibility | RSUs/PSUs under LTIP/successor plan . |
| Carried interest | 0.3% of Burford‑only realized net cash gains on capital provision assets originated since Jan 1, 2015; 2024 carry paid: $594,804 (with $226,091 deferred) . |
| Phantom carry pool (2024) | NEOs (other than founders) set at 0.4% target of realized net cash gains for 2024 carry year . |
| Severance | No severance obligations (at company discretion only) ; proxy confirms no severance or CIC benefits for Ms. O’Connell . |
| Restrictive covenants | Perpetual confidentiality/non‑disparagement; 1‑year client/employee non‑solicit; 6‑month non‑compete . |
| Carry forfeiture condition | If employment ends before carry payments become payable, no entitlement to such carry . |
| Change-in-control equity treatment | 2025 Omnibus Plan provides double‑trigger full vesting if terminated without cause/for good reason or death/disability within 2 years post‑CIC; otherwise, awards assumed/continued or, if not assumed, vest at target immediately prior to CIC (plan‑wide) . |
| Clawback/insider trading | Robust clawback; quarterly trading blackout; pre‑approval required; anti-hedging/pledging . |
Investment Implications
- Alignment and incentives: High at‑risk pay via AIP, multi‑year PSUs tied to TSR, and carried interest (0.3%) directly linked to realized gains; share ownership guideline (3x salary) and anti‑pledging policy reinforce long‑term alignment .
- Retention dynamics: Although there is no contractual severance or CIC cash protection for Ms. O’Connell, deferred equity settlement (≥5 years), 2‑year vesting for matching NQDC credits, ownership retention requirements, and ongoing carry economics create meaningful “golden handcuffs” that mitigate near‑term departure risk .
- Selling pressure: 2024 vestings (21,056 RSUs and 21,056 PSUs) were largely deferred into NQDC and subject to long‑dated settlement; recent PDMR disclosure reflects allocation of fully vested notional shares from cash deferrals (not open‑market selling), reducing immediate float pressure .
- Governance/risk flags: Spousal relationship with the CEO is a potential governance sensitivity but is fully disclosed; robust clawback, prohibition on hedging/pledging, no stock options or repricing, no guaranteed bonuses, no tax gross‑ups, and no single‑trigger vesting mitigate investor risk concerns .