DEF 14A of Willis Lease Finance Corp, Apr 25, 2025

DEF 14A of Willis Lease Finance Corp

Filed Apr 25, 2025 · FY20240000950170-25-058680

Open on EDGAR

  1. Board of Directors

    Board of Directors Our bylaws authorize us to have up to seven Directors. Presently, the Board consists of five Directors divided into three classes: one Director in Class I and two Directors in each of Class II and Class III. One class is elected each year for a three-year term. The Board has affirmatively determined that each of Colm Barrington, Brendan J. Curran and Stephen Jones qualifies as an independent Director, as defined in the Nasdaq listing standards. Our business, property and affairs are managed under the direction of the Board. Directors are kept informed of our business through discussions with our Executive Chairman and our Chief Executive Officer (“CEO”) as well as our other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. The Board held a total of nine meetings during the fiscal year ended December 31, 2024. Each incumbent Director attended at least 75% of the aggregate of (i) the total number of meetings of the Board, and (ii) the total number of meetings held by all committees of the Board on which that Director served.

  2. Director Compensation

    Director Compensation For details regarding Director compensation, see “Compensation Tables — Director Compensation” elsewhere in this proxy statement.

  3. Principal Occupations, Background and Qualifications of Director Nominees and Continuing Directors

    Principal Occupations, Background and Qualifications of Director Nominees and Continuing Directors Class I Director Whose Term Expires at the 2026 Annual Meeting:

  4. Charles F. Willis, IV

    Charles F. Willis, IV

  5. Charles F. Willis, IV

    | Director since: 1985 Executive Chairman of the Board | Charles F. Willis, IV is the founder of Willis Lease, has served as a Director since our incorporation in 1985, served as President until July 2011 and CEO until April 1, 2022, has served as Chairman of the Board of Directors since 1996 and assumed the role of Executive Chairman on April 1, 2022. Mr. Charles Willis has over 45 years of experience in the aviation industry. From 1975 to 1985, Mr. Willis served as President of Willis Lease’s predecessor, Charles F. Willis Company, which purchased, financed and sold a variety of large commercial transport aircraft and provided consulting services to the aviation industry. During 1974, Mr. Charles Willis operated a small business not involved in the aviation industry. From 1972 through 1973, Mr. Charles Willis was Assistant Vice President of Sales at Seaboard World Airlines, a freight carrier. From 1965 through 1972, he held various positions at Alaska Airlines, including positions in the flight operations, sales and marketing departments. As our founder and Executive Chairman, Mr. Charles Willis brings to the Board significant senior leadership, sales and marketing, industry, technical and global experience, as well as a deep institutional knowledge of the Company, its operations and customer relations. |

  6. Charles F. Willis, IV

    | PROPOSAL 1: ELECTION OF TWO CLASS III DIRECTORS |

  7. Charles F. Willis, IV

    Our Board is divided into three classes, each class having a three-year term that expires in successive years. At the Annual Meeting, two Directors will be elected in Class III, to serve a three-year term expiring at the 2028 Annual Meeting of Stockholders or until succeeded by another qualified Director who has been duly elected. The Board of Directors proposes that Brendan J. Curran and Charles F. Willis, IV be elected as Directors in Class III for a three-year term expiring at the 2028 Annual Meeting or until their respective successors are duly elected and qualified or until such Director’s earlier death, resignation, disqualification or removal. The proxy holders intend to vote all proxies received by them for the foregoing nominees, unless instructions to the contrary are marked on the proxy. In the event that any nominee is unable or declines to serve as a Director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill the vacancy. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or will decline to serve as a Director. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES AS CLASS III DIRECTORS.

  8. Charles F. Willis, IV

    | EXECUTIVE OFFICERS OF THE COMPANY |

  9. Charles F. Willis, IV

    Our current executive officers and their respective ages as of April 7, 2025 were as listed below.

  10. Charles F. Willis, IV

    | Name | Age | Positions and Offices | | Charles F. Willis, IV* | 76 | Executive Chairman | | Austin C. Willis* | 44 | Chief Executive Officer | | Brian R. Hole | 47 | President | | Scott B. Flaherty | 59 | Executive Vice President and Chief Financial Officer | | Dean M. Poulakidas | 56 | Executive Vice President, General Counsel and Corporate Secretary |

  11. Charles F. Willis, IV

    * See business experience background under “Principal Occupations, Background and Qualifications of Director Nominees and Continuing Directors.”

  12. Dean M. Poulakidas

    * Less than one percent of our outstanding common stock. (1) Except as indicated in the footnotes to this table, the stockholders named in the table are known to us to have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable. With respect to restricted stock, individuals have voting power or are expected to have voting power within 60 days of April 5, 2024, but not investment power before such restricted stock vests. Of the shares listed above for Messrs. Charles Willis, Austin Willis, Hole, Poulakidas, Flaherty, Keady, Hunziker, Ms. McKeating, Mr. Curran, Mr. Jones, and Mr. Barrington, 270,903 shares, 130,239 shares, 85,479 shares, 54,291 shares, 69,660 shares, 0 shares, 0 shares, 0 shares, 3,750 shares, 1,174 shares and 3,750 shares, respectively, are unvested shares of restricted stock over which the respective stockholder has voting power but not investment power. (2) Includes 2,134,148 shares held by CFW Partners, L.P., a California limited partnership (“CFW Partners”), of which Charles F. Willis, IV, holds a one percent (1%) interest as sole general partner and a seventy percent (70%) interest as a limited partner. Austin C. Willis holds nineteen percent (19%) interest as a limited partner and the remaining ten percent (10%) ownership interest is held by the 2019 Willis Family Trust of which Austin Willis is trustee. Also includes (i) 13,798 shares held under an account in the name of Charlotte Montressor Willis, (ii) 584 shares held under an account in the name of Wilder Grace Willis 2016 Trust, and (iii) 1,027,146 shares held by Mr. Charles Willis in his individual capacity. Of the total number of shares of which Mr. Charles Willis is deemed to have beneficial ownership, he has (i) sole voting power over 1,027,146 shares, (ii) sole dispositive power over 801,146 shares, (iii) shared voting power over 2,148,530 shares, and (iv) shared dispositive power over 2,148,530 shares. Consists of (i) Mr. Austin Willis’ 19% interest as a limited partner of CFW Partners which equates to 405,488 shares, (ii) 218,302 shares held by Mr. Austin Willis in his individual capacity, (iii) the following shares held by trusts over which Mr. Austin Willis is a trustee: (a) 8,692 shares held under an account in the name of Charles F. Willis V 2016 Trust, (b) 25,922 shares held under an account in the name of Charles F. Willis V 2019 Trust, (c) 5,422 shares held under an account in the name of Wilder Grace Willis 2019 Trust, (d) 5,422 shares held under an account in the name of Rooster A. Willis 2019 Trust, (e) 232,715 shares held under an account in the name of 2019 Willis Family Trust, of which 213,415 shares are held by CFW Partners, (f) 584 shares held under an account in the name of Justin Y. Brown 2014 Trust, (g) 484 shares held under an account in the name of Phoebe W. Brown 2014 Trust, (h) 8,837 shares held under an account in the name of Justin Y. Brown 2019 Trust, and (i) 8,837 shares held under an account in the name of Phoebe W. Brown 2019 Trust; and (iv) 2,654 shares held under an account in the name of Austin C. Willis Irrevocable Trust, whose trustee is Mary Willis. Of the total number of shares of which Mr. Austin Willis is deemed to have beneficial ownership, he has (i) sole voting power over 276,464 shares, (ii) sole dispositive power over 146,224 shares, (iii) shared voting power over 646,895 shares, and (iv) shared dispositive power over 27,992 shares. Based on Schedule 13G/A filed by M3 Partners, LP with the SEC on February 13, 2025. According to its Schedule 13G/A, M3 Partners, LP reported having shared voting power over 504,229 shares and shared dispositive power over 504,229 shares. M3 Partners, LP’s general partner is M3 Funds, LLC (“General Partner”) and its investor advisor is M3F, Inc. (“Investment Adviser”). The General Partner and the Investment Adviser may each be deemed to be indirect beneficial owners of the 504,229 shares owned by M3 Partners, LP. Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser. M3 Partners, LP’s mailing address is 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109. (5) Based on Schedule 13G/A filed by Dimensional Fund Advisors LP with the SEC on February 9, 2024. According to its Schedule 13G/A, Dimensional Fund Advisors LP reported having sole voting power over 491,579 shares and sole dispositive power over 492,937 shares. Dimensional Fund Advisors LP’s mailing address is 6300 Bee Cave Rd., Building One, Austin, TX 78746. Shares beneficially owned include performance-based awards granted on January 2, 2025, and reflected in Table II of the respective Form 4s.

  13. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024

  14. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Austin C. Willis | 2024 | 825,375 | 2,856,519 | 3,253,626 | — | — | 274,341(2) | 7,209,861 | | Chief Executive Officer | 2023 | 697,375 | 1,947,332 | 3,619,752 | — | — | 220,324 | 6,484,783 | | Charles F. Willis, IV | 2024 | 1,209,442 | 4,185,726 | 8,609,728(5) | — | — | 152,192(3) | 14,157,088 | | Executive Chairman | 2023 | 1,103,857 | 3,027,643 | 6,486,000 | — | — | 160,145 | 10,777,645 | | Brian R. Hole | 2024 | 663,706 | 2,030,590 | 3,843,928(6) | — | — | 48,125(4) | 6,586,349 | | President | 2023 | 702,693 | 1,294,239 | 2,397,000 | — | — | 76,611 | 4,470,543 |

  15. Summary Compensation Table for Fiscal Year 2024

    (1) The amounts in this column represent (a) the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, of restricted stock awards granted during the applicable period, as discussed in Note 12 of our notes to consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and (b) the aggregate value of any performance awards, based upon the probable outcome of the performance conditions, valued as of the date of grant under FASB ASC Topic 718. With respect to time-based restricted stock awards, the amounts in this column represent the value of such awards as of the grant date. With respect to performance-based restricted stock awards, the amounts in this column represent the value for such awards based upon the probable outcome of the performance conditions as of the date of grant under FASB ASC Topic 718, which is equal to the value of each award as of such date assuming maximum achievement of the performance conditions. For 2024, the reported grant date fair value represents the value of each of the following awards granted under the Company’s 2023 Incentive Stock Plan: (i) restricted stock awards granted in 2024 subject to time-based vesting conditions; and (ii) performance-based restricted stock awards granted in 2024 and issued in 2025, based on the achievement of performance goals during the 2024 performance cycle and reported at the probable outcome value, which will then be subject to further time-based vesting conditions, as described below: • For Mr. Austin Willis, the grant date fair value of $3,253,626 includes $1,131,696 for 23,200 time-based restricted stock awards granted in 2024 and $2,121,930 for 43,500 restricted stock awards subject to 2024 performance conditions. • For Mr. Charles Willis, the grant date fair value of $5,609,700 includes $1,951,200 for 40,000 time-based restricted stock awards granted in 2024 and $3,658,500 for 75,000 restricted stock awards subject to 2024 performance conditions. • For Mr. Hole, the grant date fair value of $2,131,686 includes $741,456 for 15,200 time-based restricted stock awards granted in 2024 and $1,390,230 for 28,500 restricted stock awards subject to 2024 performance conditions. For 2023, the reported grant date fair value represents the value of each of the following awards granted under the Company’s 2023 Incentive Stock Plan (“2023 Incentive Plan”): (i) restricted stock awards granted in 2023 subject to time-based vesting conditions; and (ii) performance-based restricted stock awards granted in 2023 and issued in 2024, based on the achievement of performance goals during the 2023 performance cycle and reported at the probable outcome value, which will then be subject to further time-based vesting conditions, as described below: • For Mr. Austin Willis, the grant date fair value of $3,619,752 includes $1,166,352 for 20,680 time-based restricted stock awards granted in 2023 and $2,453,400 for 43,500 restricted stock awards subject to 2023 performance conditions. • For Mr. Charles Willis, the grant date fair value of $6,486,000 includes $2,256,000 for 40,000 time-based restricted stock awards granted in 2023 and $4,230,000 for 75,000 restricted stock awards subject to 2023 performance conditions. • For Mr. Hole, the grant date fair value of $2,397,000 includes $789,600 for 14,000 time-based restricted stock awards granted in 2023 and $1,607,400 for 28,500 restricted stock awards subject to 2023 performance conditions. Includes (i) a 401(k) matching contribution in the amount of $11,500, (ii) $600 for the allocated cost of Mr. Austin Willis’ participation in a group life, disability, and accidental death and dismemberment policy that covers certain of the Company’s executive officers, (iii) $68,969 for personal use of the Company’s planes (based on the SIFL rate which is determined by calculating for each leg of a trip the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.3012, 0.2296 and 0.2208, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 400% and then adding the terminal charge in the amount of $44.98, then multiplying the total amount by the number of passengers), (iv) $52,446 for financial advisory services, (v) $65,085 for membership dues associated with club memberships and personal use of such memberships, (vi) $55,170 for personal use of a company car which was calculated as a proration of total fuel costs and highway tolls (based on personal use as a percentage of total use), and (vii) $20,571 for tax reimbursement with respect to the items listed above. Includes (i) a 401(k) matching contribution in the amount of $13,000, (ii) $12,360 for the allocated cost of Mr. Charles Willis’ participation in a group life, disability and accidental death and dismemberment policy that covers certain of the Company’s executive officers, (iii) $37,529 for spousal travel (based on the actual cost to the Company), (iv) $13,612 for personal use of a company car which was calculated as a proration of total fuel costs and highway tolls (based on personal use as a percentage of total use), (v) $27,214 for membership dues associated with a club membership and personal use of such membership, (vi) $17,093 for personal use of the Company’s plane (based on the Standard Industry Fair Level (“SIFL”) rate which is determined by calculating for each leg of a trip the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.3012, 0.2296 and 0.2208, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 400% and then adding the terminal charge in the amount of $44.98, then multiplying the total amount by the number of passengers), and (vii) $30,300 for tax reimbursements with respect to the items listed above. (4) Includes (i) a 401(k) matching contribution in the amount of $11,500, (ii) $900 for the allocated cost of Mr. Hole’s participation in a group life, disability, and accidental death and dismemberment policy that covers certain of the Company’s executive officers, (iii) $23,925 for membership dues associated with club membership and personal use of such membership, and (iv) $11,800 for personal use of a company car which was calculated as a proration of total fuel costs and highway tolls (based on personal use as a percentage of total use). (5) In September 2024, Mr. Charles Willis, was granted a special one-time award of fully vested restricted stock units valued at $3 million for his contributions to the Company’s strong financial performance through the first half of 2024 and its recent historic stock price highs. The independent members of the compensation committee evaluated the award using their business judgment in the context of recent performance (Q1/Q2 results of record pre-tax income; since December 2023, WLFC’s stock price has more than doubled, resulting in an increase of approximately $400M in shareholder value) and considered market data and input from the committee’s independent advisor. (6) In October 2024, and in connection with the renewal of his employment agreement, Mr. Brian Hole was granted 11,066 shares of the Company’s restricted stock, with a grant date value of $1,446,928, that was fully vested on the grant date.

  16. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table provides information regarding each unvested stock award held by our NEOs as of December 31, 2024.

  17. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Option Awards | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Austin C. Willis | | | | | | | | | | | — | — | — | 4/1/2022 | 2,826(1) | 586,536 | — | $— | | | — | — | — | 4/1/2023 | 13,786(1) | 2,861,284 | — | $— | | | — | — | — | 4/1/2024 | 23,200(1) | 4,815,160 | — | $— | | | — | — | — | 4/1/2024 | 43,500(2) | 9,028,425 | — | $— | | Charles F. Willis, IV | | | | | | | | | | | | | | 4/1/2022 | 20,266(1) | 4,206,208 | | | | | — | — | — | 4/1/2023 | 26,666(1) | 5,534,528 | — | $— | | | — | — | — | 4/1/2024 | 40,000(1) | 8,302,000 | — | $— | | | — | — | — | 4/1/2024 | 75,000(2) | 15,566,250 | — | $— | | Brian R. Hole | | | | | | | | | | | — | — | — | 4/1/2022 | 3,986(1) | 827,294 | — | $— | | | — | — | — | 4/1/2023 | 9,333(1) | 1,937,064 | — | $— | | | — | — | — | 4/1/2024 | 15,200(1) | 3,154,760 | — | $— | | | — | — | — | 4/1/2024 | 28,500(2) | 5,915,175 | — | $— |

  18. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) Shares of restricted stock vest in three equal annual installments on each anniversary of the grant date. The number listed reflects the remaining number of shares to vest over the remaining period. (2) Shares of restricted stock vest in two equal annual installments on each anniversary of the grant date. The number listed reflects the remaining number of shares to vest over the remaining period.

  19. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO NEOs, as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards, which remain subject to forfeiture if the vesting conditions are not satisfied.

  20. Pay Versus Performance Table

    Pay Versus Performance Table

  21. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Austin Willis(1)(4) $ | Summary Compensation Table Total for Charles Willis(1)(4) $ | Compensation Actually Paid to Austin Willis(2)(3)(4) $ | Compensation Actually Paid to Charles Willis(2)(3)(4) $ | Average Summary Compensation Table Total for Non-PEO NEOs(1)(5) $ | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(5) $ | Value of Initial Fixed $100 Investment based on WLFC Total Shareholder Return(6) | Net Income (in millions)(7) $ | | 2024 | 7,209,861 | — | 20,431,448 | — | 10,371,719 | 27,743,290 | 562.00 | 108.6 | | 2023 | 6,381,908 | — | 5,107,021 | — | 7,369,209 | 5,397,068 | 130.00 | 43.8 | | 2022 | 1,952,344 | 6,213,110 | 3,354,169 | 11,929,180 | 1,589,396 | 2,960,493 | 157.00 | 5.4 |

  22. Pay Versus Performance Table

    Summary Compensation Table Totals: For PEOs, the dollar amount reported for a particular fiscal year is the amount of total compensation reported in the Summary Compensation Table for each PEO who served during the corresponding year. For Non-PEO NEOs, the dollar amount reported for a particular fiscal year is the average of the amounts reported in the Summary Compensation Table for all Non-PEO NEOs as a group during the corresponding year. (2) Compensation Actually Paid Totals: For PEOs, the dollar amount reported for a particular fiscal year is the amount of “compensation actually paid” to each PEO who served during the corresponding year. For Non-PEO NEOs, the dollar amount reported for a particular fiscal year is the average of “compensation actually paid” amounts for all Non-PEO NEOs as a group during the corresponding year. All “compensation actually paid” amounts are computed in accordance with Item 402(v) of Regulation S-K. (3) Deductions from, and additions to, total compensation in the Summary Compensation Table for 2023 to calculate Compensation Actually Paid include:

  23. Pay Versus Performance Table

    | | 2024 | | 2023 | | 2022 | | | | | Austin Willis | Average Non- PEO NEOs | Austin Willis | Average Non- PEO NEOs | Austin Willis | Charles Willis IV | Average Non- PEO NEOs | | Total Compensation from Summary Compensation Table | $7,209,861 | $10,371,719 | $6,381,908 | 7,369,209 | 1,952,344 | $6,213,110 | $1,589,396 | | Adjustments for Pension | | | | | | | | | Adjustment Summary Compensation Table Pension | $— | $— | $— | $— | $— | $— | $— | | Amount added for current year service cost | $— | $— | $— | $— | $— | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Pension | $— | $— | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table (8) | $(3,253,626) | $(6,226,828) | $(3,619,752) | $(4,441,500) | $(1,278,220) | $(3,909,088) | $(1,066,586) | | Year-end fair value of unvested awards granted in the current year | $13,843,585 | $16,469,093 | $2,527,096 | $3,299,400 | $2,330,895 | $7,128,408 | $1,944,970 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $2,635,985 | $4,780,013 | $(85,892) | $(314,496) | $486,410 | $3,397,650 | $686,639 | | Fair values at vest date for awards granted and vested in current year | $— | $2,356,135 | $— | $— | $— | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(4,357) | $(6,842) | $(96,338) | $(515,544) | $(137,260) | $(900,900) | $(193,926) | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $— | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $13,221,587 | $17,371,571 | $(1,274,887) | $(1,972,140) | $1,401,825 | $5,716,070 | $1,371,097 | | Compensation Actually Paid (as calculated) | $20,431,448 | $27,743,290 | $5,107,021 | $5,397,068 | $3,354,169 | $11,929,180 | $2,960,493 |

  24. Pay Versus Performance Table

    Mr. Austin Willis, our current CEO, has served as our CEO since April 1, 2022. Mr. Charles Willis is the founder of the Company and served as our CEO until April 1, 2022, at which time he assumed the role of Executive Chairman of the Board. Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: a. 2024: Messrs. Charles Willis and Brian Hole b. 2023: Messrs. Charles Willis and Brian Hole c. 2022: Mr. Brian Hole (6) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2021. Historic stock price performance is not necessarily indicative of future stock price performance. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) The reported value of equity awards held by each NEO for each applicable year is based on the same methodology as disclosed in the Summary Compensation Table of this proxy statement and represents the following: (i) for time-based restricted stock awards, the value of such awards as of the grant date, and (ii) for performance-based restricted stock awards, the value for such awards based upon the probable outcome of the performance conditions as of the applicable measurement date.

  25. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance.” The total “Compensation Actually Paid for each of the PEO and NEOs fluctuated year-over-year, primarily due to fluctuations in our stock price over the period. The illustrations below compare “Compensation Actually Paid” (as calculated in accordance with the SEC rules) and the following measures: • the Company’s cumulative TSR; and • the Company’s Net Income

  26. Director Compensation

    Director Compensation The following table summarizes compensation for 2024 by individual non-employee Directors. Messrs. Austin Willis and Charles Willis are also members of the Board but receive no additional compensation for such service. Please see the “Summary Compensation Table for Fiscal Year 2024” for the compensation paid to Messrs. Austin Willis and Charles Willis for their service to the Company.

  27. Director Compensation for Fiscal Year Ended 2024

    Director Compensation for Fiscal Year Ended 2024

  28. Director Compensation for Fiscal Year Ended 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Brendan J. Curran(4) | $111,090 | $427,900 | — | — | $538,990 | | Colm Barrington(5) | $46,795 | $582,240 | | | $629,035 | | Robert J. Keady(6) | $27,773 | $— | — | — | $27,773 | | Rae Ann McKeating(7) | $111,090 | $— | — | — | $111,090 |

  29. Director Compensation for Fiscal Year Ended 2024

    (1) Mr. Curran and Ms. McKeating received quarterly payments of $23,398 for the first, second, third and fourth quarters of 2024 ($93,590 for the year). Mr. Barrington received quarterly payments of $23,398 for the third and fourth quarters of 2024 ($46,795 for the yar). For services as chair of the Compensation Committee, Ms. McKeating received an additional $4,375 quarterly payment ($17,500 for the year). Mr. Curran also received an additional $4,375 quarterly payment ($17,500 for the year) for his services as head of the Audit Committee. Mr. Keady received one quarterly payment of $23,398 as well as one quarterly payment of $4,375 for his role as member of the Board and head of the Special Committee during the first quarter of 2024. (2) The amounts in this column represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, of restricted stock awards granted in fiscal year 2024, as discussed in Note 12 of our notes to consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2024. (3) The unvested restricted stock held by each non-employee Director was as follows as of December 31, 2024: Mr. Curran, 8,000; Mr. Barrington, 8,000; Ms. McKeating, 0; Mr. Keady, 0. Beginning in 2019, it has been the Board’s policy that each non-employee Director who is to continue to serve as an independent Director is granted annually 3,000 shares of restricted stock under the 2023 Incentive Plan. Each annual restricted stock grant vests in one installment on the recipients’ completion of one year of Board service, measured from the grant date. (4) Mr. Curran was appointed to the Board of Directors effective January 1, 2024. (5) Mr. Barrington was appointed to the Board of Directors effective April 3, 2024. (6) Mr. Keady ceased serving on the Board of Directors effective April 1, 2024. Ms. McKeating ceased serving on the Board of Directors effective December 31, 2024.

  30. Director Compensation for Fiscal Year Ended 2024

    | REPORT OF THE AUDIT COMMITTEE |

  31. Director Compensation for Fiscal Year Ended 2024

    The Audit Committee of the Board of Directors (the “Audit Committee”) oversees our accounting function, internal controls and financial reporting process on behalf of the Board of Directors. The Audit Committee is composed of three Directors, each of whom is independent as defined by the Nasdaq listing standards and operates pursuant to the Audit Committee Charter. The Audit Committee reviews our financial reporting process on behalf of the Board. Management has primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Grant Thornton LLP (“Grant Thornton”), the Company’s independent registered public accounting firm for 2024, is responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the Company’s internal control over financial reporting. In this context, the Audit Committee has reviewed and discussed with management and Grant Thornton the audited financial statements for the year ended December 31, 2024 and Grant Thornton’s evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed with Grant Thornton the matters that are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. Grant Thornton provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Grant Thornton that firm’s independence. The Audit Committee concluded that Grant Thornton’s provision of audit and non-audit services to the Company is compatible with Grant Thornton’s independence. Based on the review and discussions referred to above, the Audit Committee recommended to our Board that the audited financial statements for the year ended December 31, 2024 be included in our Annual Report on Form 10-K for 2024 for filing with the Securities and Exchange Commission. This report is provided by the following independent Directors, who comprise the Audit Committee: Brendan J. Curran, Committee Chair Colm Barrington Stephen Jones

  32. Director Compensation for Fiscal Year Ended 2024

    | PROPOSAL 2: ADVISORY VOTE ON THE APPOINTMENT OF GRANT THORNTON LLP |

  33. Director Compensation for Fiscal Year Ended 2024

    The Audit Committee has appointed the firm of Grant Thornton to audit our 2025 financial statements, and Grant Thornton also served in this capacity in 2024. Although not required by the Company’s bylaws or otherwise, the Audit Committee and the Board of Directors believe it appropriate, as a matter of good corporate practice, to request that Willis Lease’s stockholders ratify, on an advisory basis, the appointment of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. If the stockholders do not so ratify, the Audit Committee will reconsider the appointment and may retain Grant Thornton or another firm without re-submitting the matter to the Company’s stockholders. Even if the stockholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.