DEF 14A of Willis Lease Finance Corp, Apr 24, 2026

DEF 14A of Willis Lease Finance Corp

Filed Apr 24, 2026 · FY20250001193125-26-177136

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 7 meetings during the fiscal year ended December 31, 2025. 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. Biographical Information

    Biographical Information

  4. Biographical Information

    | | Director Since | Age* | | Class I Director Whose Term Expires at the 2029 Annual Meeting (provided he is re-elected at the 2026 Annual Meeting): | | | | Stephen Jones | 2025 | 64 | | Class II Directors Whose Term Expires at the 2027 Annual Meeting: | | | | Colm Barrington | 2024 | 80 | | Austin C. Willis | 2008 | 45 | | Class III Directors Whose Term Expires at the 2028 Annual Meeting: | | | | Brendan J. Curran | 2024 | 63 | | Charles F. Willis, IV | 1985 | 77 |

  5. Biographical Information

    * Age as of April 6, 2026.

  6. Biographical Information

    | | Stephen Jones Stephen Jones brings decades of global aviation leadership experience and deep, long-standing relationships with airlines and aircraft manufacturers across North America, Europe and Asia Pacific. His trusted operator relationships and firsthand fleet management experience provide the Board with actionable insight into airline capital allocation priorities, aircraft and engine utilization strategies and leasing economics. | | Independent Director Director since: 2025 Class: I Term: Expires at the 2029 Annual Meeting (provided he is re-elected at the 2026 Annual Meeting) Age: 64 Board Committees: • Compensation (Chair) • Audit Education: • Bachelor of Mechanical Engineering, University of Auckland | Key Skills & Experience As President and CEO of Flair Airlines, Mr. Jones established Canada’s first ultra-low-cost carrier (ULCC), successfully scaling the company’s operations across Canada, U.S., Mexico and the Caribbean. Previously, as Deputy CEO of Wizz Air, one of Europe’s largest ULCCs, Mr. Jones helped oversee a fleet of more than 100 aircraft while leading operations, marketing, supply chain and digital functions to enhance margin performance and operational resilience in highly competitive environments. During a period of rapid expansion, he contributed to disciplined network growth, improved asset utilization and strengthened competitive positioning across European, Middle Eastern and Asian markets. Mr. Jones began his aviation career at Air New Zealand, where he held multiple senior leadership roles guiding domestic, Tasman and Pacific Islands airline businesses, including Freedom Air. As Chief Strategy, Networks and Alliances Officer, he leveraged his cross-border expertise to develop strategic partnerships with major global carriers, such as United Airlines and Air China. He also chaired the Star Alliance Management Board and Strategy Committee, coordinating strategic initiatives across member airlines. | | | Career Highlights Live Ocean • Chairman of the Board (since 2025) Flair Airlines • Chief Executive Officer (2020-2024) |

  7. Biographical Information

    | Wizz Air (OTCMKTS: WZZZY) • Deputy Chief Executive Officer (2017-2019) Air New Zealand (OTCMKTS: ANZFF) • Chief Strategy, Networks and Alliances Officer (2013-2017) • General Manager, Strategy (2009 – 2012), Domestic Airline (2008-2009), Tasman and Pacific Islands Airline (2006 – 2007), Freedom Air (2004-2006) • VP, Investor Relations (2001-2002) |

  8. Biographical Information

    | | Colm Barrington Colm Barrington brings more than five decades of experience in the global aviation and aircraft leasing industry. A recognized pioneer in aircraft leasing, Mr. Barrington provides the Board with deep expertise in capital deployment, portfolio management, corporate transactions and international expansion. His experience building, scaling and leading global leasing platforms strengthens the Board’s oversight of disciplined growth, asset risk management and long-term shareholder value creation. | | Independent Director Director since: 2024 Class: II Term: Expires at the 2027 Annual Meeting Age: 80 Board Committees: • Audit • Compensation Education: • Master’s degree in Economics, University College Dublin • Public Administration Diploma, Institute of Public Administration | Key Skills & Experience At GPA Group Plc, Mr. Barrington held multiple senior leadership roles and was instrumental in establishing and scaling a global market for leased aircraft as financial assets. He played a key role in advancing strategic transactions and restructuring initiatives, including the $1.3 billion acquisition of GPA by GE Capital Aviation Services, an industry-transformative transaction that reshaped the leasing industry landscape. Mr. Barrington founded an aircraft lease management company in 1994, which was subsequently merged into Babcock & Brown Limited. He remained as Chief Executive with the firm and led the global growth of the aircraft operating lease and asset management platform. In 2007, he became CEO and Director of Babcock & Brown Air (subsequently renamed Fly Leasing Limited) upon its listing on the New York Stock Exchange, leading the company’s growth and successful sale to Carlyle Aviation Partners in 2021. In addition to his executive roles, Mr. Barrington has served in various non-executive director roles at public companies in the aircraft leasing, airline, real estate and financial services sectors and listed on stock exchanges in New York, Dublin, London and Helsinki. He was Non-Executive Chairman at Aer Lingus (2008-2015), where he oversaw the return to profitability of the company, the successful restructuring of its pension plans and the eventual sale of the company to International Aviation Group in 2015. He was Vice Chair of Finnair (2016-2021). | | | Career Highlights Fly Leasing Limited (NYSE: FLY, acquired by Carlyle Aviation Partners in 2021) • Chief Executive Officer and Director (2007-2021) Babcock & Brown • Babcock & Brown LLP (subsequently Babcock & Brown Limited) (1994 – 2007) • Babcock & Brown Aviation Services (BBAM) 2007 - 2021) • BBAM Senior Ambassador (2021-2023) GE Capital Aviation Services (GECAS) • President, GECAS Ireland (1993-1994) |

  9. Biographical Information

    | GPA Group Plc • Various roles, including Executive Vice President, Chief Operating Officer and Chief Executive, GPA Capital (1980-1993), through GPA’s acquisition by GE Capital Aviation Services in 1993) Aer Lingus (former IR: AERL) • Roles with progressive scope of responsibilities, including Vice President, Development with Aer Lingus US hotels subsidiary (1968-1980) |

  10. Biographical Information

    | | Austin C. Willis As an experienced aviation executive and entrepreneur, Austin C. Willis contributes to the Board his extensive industry knowledge and strategic leadership across leasing, aftermarket operations and corporate development. His combination of hands-on operating experience and long-standing Board service provides informed perspective on the Company’s commercial model, enterprise risk oversight and competitive positioning, enhancing the Board’s oversight of strategic initiatives, capital allocation and financial performance. | | Chief Executive Officer Director since: 2008 Class: II Term: Expires at the 2027 Annual Meeting Age: 45 Board Committees: • None Education: • B.S., Industrial Relations, London School of Economics and Political Science | Key Skills & Experience Mr. Willis directs the development and execution of Willis Lease Finance Corporation’s strategic plan, advancing sustained value creation. Since assuming the role of CEO, he has expanded the Company’s global platform and delivered record revenues and earnings, driven by operational discipline, improved asset utilization and continued investment in its engine portfolio. Under his leadership, the Company has strengthened and expanded its capital base through disciplined capital allocation and institutional partnerships. In January 2026, the Company announced a strategic aircraft engine leasing partnership with Blackstone Credit & Insurance to form a scaled engine leasing platform with plans to deploy over $1 billion in current and next-generation engine assets, accelerating growth and strengthening the Company’s competitive advantage. In December 2025, the Company closed an inaugural partnership with Liberty Mutual Insurance to invest up to $600 million in loan engine financings, an initiative that will fund the Company’s growing credit strategy. Before becoming CEO, Mr. Willis founded and led J.T. Power, a commercial jet engine parts trading and leasing business, where he developed deep expertise in engine asset valuation, aftermarket supply dynamics and structured leasing solutions. His leadership has enabled the Willis Lease Finance Corporation to scale capabilities beyond traditional leasing, including through the expansion of the ConstantThrust® engine program and third-party asset management capabilities, along with the integration of technical and maintenance offerings. Mr. Willis is the son of Charles F. Willis, IV. | | | Career Highlights Willis Lease Finance Corporation (Nasdaq: WLFC) • Chief Executive Officer (since 2022) • Senior Vice President, Corporate Development (2017-2022) J.T. Power • Founder and President (2004-2013) |

  11. Biographical Information

    | | Brendan J. Curran With a distinguished career in the aerospace industry spanning nearly four decades, Brendan J. Curran brings extensive experience driving operational performance, disciplined capital deployment and strategic growth across engine and airframe segments in global aerospace enterprises. He contributes deep insights into commercial and aftermarket engine businesses, aircraft systems, global supply chains, engineering and M&A, which enable him to provide strong oversight of strategy execution and long-term value creation. | | Independent Director Director since: 2024 Class: III Term: Expires at the 2028 Annual Meeting Age: 63 Board Committees: • Audit (Chair) • Compensation Education: • B.S., Mechanical Engineering, University of Vermont • MBA, Columbia Business School | Key Skills & Experience Mr. Curran serves as an Operating Partner and Senior Advisor to ATL Partners, an aerospace‑focused private equity firm. In this role, he advises on investment evaluation, operational diligence and post-acquisition integration, bringing a disciplined approach to capital allocation, performance improvement and shareholder value realization. Previously, he served as Vice President of Commercial Services for Boeing Global Services (BGS) and was a member of the BGS Leadership Team. Commercial Services, a $9 billion global business, provides lifecycle maintenance, repair, supply chain and support solutions across Boeing and non-Boeing platforms. He held full P&L responsibility and led operations, program execution and integrated sales and marketing efforts, driving growth, margin performance and customer retention. As President of Crane Aerospace & Electronics, Mr. Curran led the strategic direction and financial performance of six aerospace business segments. He drove profitable growth initiatives while strengthening supply chain performance, customer support models and lifecycle service economics. Earlier in his career at United Technologies Corporation, he led major sales campaigns with aircraft manufacturers and coordinated investment partnerships for new and existing engine programs, aligning capital deployment with long-term platform growth. | | | Career Highlights Aero Accessories • Chairman of the Board (since 2022) ATL Partners • Operating Partner, Senior Advisor (since 2022) Boeing (NYSE: BA) • Chairman of the Board, Boeing Asia-Pacific Aviation Services (2020-2022) // Senior Vice President, Commercial Services (2020- 2022) • President, AvionX (2018-2022) Crane Co. (NYSE: CR) • President, Aerospace (2013-2018) United Technologies Corporation (former NYSE: UTX) • Pratt & Whitney Division: Vice President, Business Development, Strategy & Partnerships (2012-2013); Boeing Programs (2011- 2012) • Hamilton Sundstrand Division: Vice President & General Manager, Repair and Supply Chain (2009- 2011); Commercial Spares and Aftermarket Sales (2002-2008); Director of Asia Pacific (1985-1998) Bombardier (OTCMKTS: BDRBF) • Vice President, Business Development Commercial Aviation Services (1998-2000) |

  12. Biographical Information

    | | Charles F. Willis, IV Charles F. Willis, IV is the Founder, Executive Chairman and former CEO of Willis Lease Finance Corporation and has been a key architect of the Company’s growth strategy since its inception in 1985. As a seasoned aviation executive, Mr. Willis brings unparalleled institutional knowledge and an invaluable perspective on the Company’s global growth strategy, competitive positioning, customer relationships and operational execution. | | Executive Chairman of the Board Director since: 1985 Executive Chairman since 2022 Class: III Term: Expires at the 2028 Annual Meeting Age: 77 Board Committees: • None | Key Skills & Experience As CEO, Mr. Willis transformed Willis Lease Finance Corporation from a start-up focused on commercial aircraft engines into a publicly traded, globally recognized provider of aviation leasing and diversified asset management solutions. Under his leadership, the Company successfully navigated multiple aviation industry cycles, credit environments and technological shifts, while consistently expanding its market presence. Mr. Willis drove several of the Company’s strategic initiatives, including its 1996 IPO and the launch of the pioneering engine “pooling” lease program, an offering that attracted major partners such as American Airlines, Southwest Airlines and Canada’s WestJet. He also spearheaded transformational growth moves, including the joint venture that launched a $300M aircraft engine portfolio in 2011 and the acquisition of TES Ltd. in 2016, which laid the foundation for Willis Asset Management Limited and expanded the Company’s services and asset management capabilities. Mr. Willis brings deep relationships across the U.S. and international aviation ecosystem and regulatory bodies developed throughout his more than five decades in the aviation industry. His leadership of the Company’s 2014 joint venture with China Aviation Supplies Co. diversified Willis Lease’s global footprint and strengthened access to one of the world’s strategic aviation markets. | | | Career Highlights Willis Lease Finance Corporation (Nasdaq: WLFC) – a global aviation services leader • Founder (since 1985) • Chief Executive Officer (1985-2022) • President (1985-2011) Charles F. Willis Company – predecessor company of Willis Lease Finance Corporation • President (1975-1985) Seaboard World Airlines – a U.S.-based aviation freight carrier • Assistant Vice President, Sales (1972-1973) Alaska Airlines – a commercial airline carrier • Roles of increasing responsibility, including in flight operations, sales and marketing departments (1965-1972) |

  13. Biographical Information

    | PROPOSAL 1: ELECTION OF ONE CLASS I DIRECTOR |

  14. Biographical Information

    Our Board is divided into three classes, each class having a three-year term that expires in successive years. At the Annual Meeting, one Director will be elected in Class I, to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders or until succeeded by another qualified Director who has been duly elected. The Board of Directors proposes that Mr. Stephen Jones be elected as Director in Class I for a three-year term expiring at the 2029 Annual Meeting or until his successor is 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 nominee, unless instructions to the contrary are marked on the proxy. In the event that the foregoing 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 NOMINEE AS A CLASS I DIRECTOR.

  15. Biographical Information

    | EXECUTIVE OFFICERS OF THE COMPANY |

  16. Biographical Information

    Our current executive officers and their respective ages as of April 6, 2026 were as listed below.

  17. Biographical Information

    | Name | Age | Positions and Offices | | Charles F. Willis, IV* | 77 | Executive Chairman | | Austin C. Willis* | 45 | Chief Executive Officer | | Scott B. Flaherty | 60 | Executive Vice President and Chief Financial Officer | | Z. Clifton Dameron IV | 54 | Senior Vice President, General Counsel and Corporate Secretary |

  18. Biographical Information

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

  19. Compensation Consultant and Peer Group

    Compensation Consultant and Peer Group For 2025, the Compensation Committee engaged the services of Exequity, LLP (“Exequity”) as its independent executive compensation advisor. To help the Compensation Committee in its review of our program, Exequity helped the Compensation Committee select a peer group of companies for purposes of evaluating the compensation to be provided to our executives for 2025. The Compensation Committee reviewed the compensation provided by the peer companies to their executives in comparable positions as background reference for its decisions regarding our executive compensation program. In selecting the peer companies, the Compensation Committee focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics. Identifying a suitable group of peer companies is particularly challenging for the Company given its highly specialized industry in which many of its direct competitors are foreign, private, or are subsidiaries of much larger companies. The peer group for 2025 consisted of the following 17 companies, which we believe represent a balanced mix of companies with operations in the areas of aerospace leasing, aerospace components, other non-aerospace leasing, and asset management:

  20. Compensation Consultant and Peer Group

    | • AAR Corp. • AeroVironment, Inc. • AerSale Corporation • Air Lease Corporation | • FTAI Aviation Ltd. • GATX Corporation • Hercules Capital, Inc. • Kratos Defense & Security Solutions, Inc. |

  21. Compensation Consultant and Peer Group

    | • Alta Equipment Group Inc. • Artisan Partners Asset Management Inc • Civeo Corporation • DigitalBridge Group, Inc. • Ducommun Incorporated | • McGrath RentCorp • TriMas Corporation • Victory Capital Holdings, Inc. • WisdomTree, Inc. |

  22. Compensation Consultant and Peer Group

    Exequity did not provide any additional services to the Company during 2025 beyond its services in support of the Compensation Committee. The Compensation Committee reviewed the services provided by Exequity and considered the factors prescribed by the SEC and The Nasdaq Stock Market to assess the independence of Exequity, and based on its review, the Compensation Committee does not believe there is any conflict of interest between the Company and Exequity.

  23. Elements of Compensation

    Elements of Compensation Base Salary: Each NEO’s base salary is set on the basis of the Compensation Committee’s assessment of salary levels in effect for comparable positions with the peer companies identified above, the officer’s personal performance, and considerations of any special internal responsibilities. Base salaries are reviewed annually and adjustments are made in accordance with the factors described above. Base salary increases depend in part on market competitiveness, time in position, individual performance and growth during the year, as well as expected future performance. Annual Incentive Compensation: Target cash incentive percentages for the Company’s NEOs started with the target incentive percentage relative to salary set forth in their respective employment agreements, which percentages were determined in part by compensation negotiations at hire and by evaluating target incentive levels in the prevailing market. The employment agreement for Messrs. Charles Willis, Austin Willis, Hole, and Flaherty as of the end of December 31, 2025 provided for target incentive percentages of 150%, 125%, 90%, and 50%, respectively, which represent a portion of base salary. Pre-bonus, pre-tax income of $189 million resulted in the 2025 cash incentive pool being funded at approximately 255% of target incentive levels. Each of our NEOs achieved 100% of target bonus payout based on business performance and their personal performance compared to target metrics and goals, respectively. The approximately 155% premium to target incentive payout was based upon the Company’s actual pre-bonus, pre-tax income. Because of the performance of the Company as reflected above, the Compensation Committee approved incentives for the 2025 year with 70% of the potential incentive for executives based objectively on the achievement of the pre-bonus, pre-tax performance metrics. The other 30% of the potential incentive (based on the incentive pool established) with respect to each individual was determined by the Committee based on the Committee’s subjective judgment after receiving input regarding executive performance and recommendations from the Chief Executive Officer with respect to executives (other than the CEO and the Executive Chairman) and other reports from management about each such individual’s contribution to the Company’s performance during 2025. The amounts earned by the NEOs under the Company’s 2025 annual incentive plan are set forth under the "Bonus" column of the Summary Compensation Table. Special Transactional Bonus Compensation: To reward specific employees for their contribution to transactions completed in 2025 that were outside the normal course of business for the Company, the Compensation Committee established a specific pool of monies, which pool was reduced from the incentive pool for annual incentive compensation. The individual special bonus compensation awards are included under the “Bonus” column of the Summary Compensation Table.

  24. 2025 Equity Awards

    2025 Equity Awards This section discusses the equity incentive awards granted to the NEOs under both our 2024 program and our 2025 program. As described below, consistent with prior years, the Compensation Committee determined that equity awards for 2024 would be granted in April 2025 based on its assessment of Company performance during 2024. For accounting purposes, these awards were treated as granted in 2025 when the number of shares earned were determined by the Compensation Committee, even though we consider them part of our 2024 compensation program. For 2025, the Compensation Committee modified its approach so that stock awards in respect of the 2025 compensation year were granted in January 2025, based on the target number of performance shares, with the amount of performance shares actually earned being based on 2025 performance as determined in 2026. For accounting purposes, these awards were also treated as granted in 2025. As the applicable SEC rules require that equity incentive awards be reported in the proxy statement as compensation for the year in which the awards were granted (as determined for accounting purposes), the Summary Compensation Table below includes the value of the equity awards granted to our NEOs under both our 2024 and 2025 programs as compensation for the NEO in 2025. For 2025, the Compensation Committee established an equity award grant structure for the NEOs which awards a combination of time-based vesting restricted stock and target performance shares. Specifically, 40% of awards are time-based restricted stock and 60% are performance shares. The time-based restricted stock, as determined by the Compensation Committee based on 2024 performance, was granted to each NEO on April 1, 2025 pursuant to the Company’s 2023 Incentive Plan, and vests ratably over a three-year period. As part of our 2024 compensation program, each NEO was eligible to be granted two ranges of performance shares based on achievement, in 2024, of minimum, target or maximum goals, pursuant to the Company’s 2023 Incentive Plan. For the awards to be issued in April of 2025, the Compensation Committee determined that the performance shares for the NEOs would be based on return on equity and net contribution margin (defined as lease rent revenue, less depreciation and interest expenses) as of December 31, 2024. If the Company’s return on equity for fiscal year 2024 achieved 12.5%, 10% or 7.5%, each NEO would receive 125%, 100% or 75% of their target number of related performance shares. Additionally, if the Company’s net contribution margin for fiscal year 2024 achieved $36.2 million, $29.0 million or $21.7 million, each NEO would receive 125%, 100% or 75% of their target number of related performance shares. Our return on equity and net contribution margin as of December 31, 2024 exceeded 12.5% and $36.3 million, respectively. If actual performance for a metric was less than the threshold level, the performance shares subject to that metric would be forfeited. The performance shares that were earned based on achievement of these targets are subject to additional time-based vesting over a two-year period following their grant date. As a result of the Company’s performance, the Compensation Committee determined the maximum number of performance shares had been earned and formally issued them to each NEO, subject to vesting conditions, on April 1, 2025:

  25. 2025 Equity Awards

    | Executive | Time-Based Restricted Stock (A) | Target Performance Shares (B) | Earned Performance Shares (Based on 2024 performance) (C) | Total (Columns (A) + (C)) | Total Grant Date Fair Value of Columns (A) + (C) ($) | | Austin C. Willis | 23,200 | 34,800 | 43,500 | 66,700 | 10,499,247 | | Charles F. Willis, IV | 40,000 | 60,000 | 75,000 | 115,000 | 18,102,150 | | Scott B. Flaherty | 12,400 | 18,600 | 23,250 | 35,650 | 5,611,667 | | Brian R. Hole | 15,200 | 22,800 | 28,500 | 43,700 | 6,878,817 |

  26. 2025 Equity Awards

    It is important to note that for our 2024 compensation program, consistent with our historic practice, the number of performance shares eligible to be earned in respect of 2024 performance (to be granted in April 2025) were determined in December of 2023 by dividing the dollar value of the NEO’s performance share award opportunity by the closing price of a share of our common stock on that determination date, which was trading in the high $40 dollar ranges during such time. This stock price was relatively low as compared to the closing price of a share of our common stock on the date that the earned 2024 performance shares were ultimately granted in April 2025, which was $157.41. While the Company believes that this increase in stock price has been beneficial for all stockholders and has resulted in enhanced alignment, because the accounting value (and SEC reporting value) of these performance awards is based on the aggregate fair value on the grant date, the relatively higher number of performance shares (yielded as a result of the high-$40 stock price), combined with the increased closing stock price in April 2025, results in the aggregate grant date fair value of these awards appearing higher than the target level of performance share compensation determined as part of the 2024 compensation program. As noted above, for 2025, the Compensation Committee modified its approach so that stock awards in respect of the 2025 compensation year were granted in January 2025, based on the target number of performance shares with the amount of performance shares actually earned being based on 2025 performance as determined in 2026. Each NEO was granted an award consisting of 40% of time-based restricted stock award and 60% of a target number of performance shares The Compensation Committee determined that each NEO would be granted three tranches of performance shares based upon the achievement of three separate performance goals, measured over the one year period through December 31, 2025, of a minimum, target or maximum level of achievement established for each performance goal (with one of the performance goals only being able to be achieved at 100% if attained). For these performance shares granted in January 2025, the Committee determined that each tranche of performance shares for the NEOs would be earned based on (i) year-end assets under management (defined as the combined assets owned on balance sheet, through our joint ventures, through our investment vehicles, and the value of portfolios managed for third parties), (ii) adjusted Earnings Before Taxes (“EBT”) for our services businesses combined, and (iii) the Company making a final investment decision, with respect to our sustainable aviation fuel initiative. Assets under management, services business EBT and final investment decision performance shares represent 30%, 20% and 10% respectively, of the NEOs total 2025 performance share award opportunity. If the Company’s assets under management were at or above $5.0 billion, $3.7 billion or $3.0 billion, each NEO would receive 125%, 100% or 75% of their target number of performance shares. If our services business combined EBT was at or above $1.5 million, $0.5 million or $0.25 million each NEO would receive 125%, 100% or 75% of their target number of related performance shares. If the Company made a final investment decision with respect to our sustainable aviation fuels initiative each NEO would receive 100% of their target number of related performance shares. If actual performance for a metric was less than the threshold level (or a final investment decision on the sustainable aviation fuels initiative was not made), the performance shares subject to that metric would be forfeited. Following the end of the performance period, it was determined that the Company’s assets under management were in excess of $3.0 billion but not more than $3.7 billion and therefore the Compensation Committee determined our NEOs earned 75% of their targeted performance shares. The services business EBT was less than $0.25 million and therefore our Compensation Committee determined that our NEOs did not earn their related performance shares on this metric. The Company did make a final investment decision on its sustainable aviation fuel initiative and therefore our Compensation Committee determined that our NEOs did earn 100% of their related performance shares. The performance shares related to the achievement of these targets are subject to additional time-based vesting over a two-year period following the end of the performance cycle.

  27. 2025 Equity Awards

    | Executive | Time-Based Restricted Stock (A) | Target Performance Shares Granted (B) | Earned Performance Shares (Earned for 2025 Performance) (C) | Total (Columns (A) + (C)) | Total Fair Value of Columns (A) + (C) ($)* | | Austin C. Willis | 7,772 | 11,658 | 6,315 | 14,087 | 2,999,968 | | Charles F. Willis, IV | 13,400 | 20,100 | 10,888 | 24,288 | 5,172,372 | | Scott B. Flaherty | 4,154 | 6,232 | 3,376 | 7,530 | 1,603,589 | | Brian R. Hole | 5,092 | 7,638 | 4,137 | 9,229 | 1,965,408 |

  28. 2025 Equity Awards

    * This column reflects the aggregate total of (i) the grant date fair value of the time-based restricted stock awards shown in column A above, plus (ii) the value of the earned performance shares shown in column C above, derived by multiplying the number of earned performance shares shown in column C by the closing price of a share of common stock on the date the Compensation Committee determined the shares had been earned. As described above, during 2025, the Compensation Committee modified its approach with respect to granting equity-based awards, in order to transition to an approach of granting awards at the beginning of the year to which such awards relate, rather than granting awards following the end of the year to which such awards relate. As a result of this transition, during 2025, the Compensation Committee approved two sets of stock awards, with one set being tied to the 2024 compensation program and the other set being tied to the 2025 compensation program. Although these awards were designed to cover two separate years (and were earned in respect of two separate years), the applicable SEC rules require that equity incentive awards be reported in the proxy statement as compensation for the year in which the awards were granted (as determined for accounting purposes), and therefore the Summary Compensation Table included in this proxy statement includes the value of the equity awards granted to our NEOs under both our 2024 and 2025 programs as compensation for the NEO in 2025. The effect of this modified approach will: (i) over time, allow the Company to better manage stock-based compensation expense because the grant date value of stock based compensation awards will be fixed upon grant at the beginning of an annual compensation program year, and (ii) following 2025, improve the presentation of stock award compensation as shown in the Summary Compensation Table (as compared to what is being shown for 2025), because the amount of stock based compensation presented will only reflect stock based compensation awarded for that specific compensation year. As noted above, in accordance with SEC disclosure rules, the “stock awards” column of the Summary Compensation Table for 2025 includes the grant date fair value of the stock awards granted to our NEOs under both our 2024 and 2025 compensation programs, even though the stock awards granted in April of 2025 relate to 2024 performance and the stock awards granted in January of 2025 relate to 2025 performance. The Compensation Committee believes it is important for shareholders to better understand what the “stock awards” column of the Summary Compensation Table for 2025 would look like for the 2025 annual compensation award if the April 2025 grants (related to 2024 performance) were not reported as compensation in respect of 2025. The Compensation Committee believes that it is important for shareholders to have a more clear understanding of what compensation decisions related specifically to the 2025 compensation year.

  29. 2025 Equity Awards

    | Executive | Grant Date Fair Value of Stock Awards as Reported in 2025 Summary Compensation Table* | Grant Date Fair Value of Stock Awards granted during 2025 (Excluding Awards Granted in April 2025 Related to 2024 Performance)* | Value of Stock Awards Actually Earned in respect of 2025 Performance | | Austin C. Willis | $14,637,060 | $4,137,813 | $2,999,968 | | Charles F. Willis, IV | $33,628,868 | $15,526,718 | $5,172,372 | | Scott B. Flaherty | $7,823,469 | $2,211,802 | $1,603,589 | | Brian R. Hole | $9,589,798 | $2,710,981 | $1,965,408 |

  30. 2025 Equity Awards

    * Excludes grant date fair value of time-based stock awards granted to Mr. Charles Willis in March of 2025 having a grant date fair value of $8,392,558. These awards are excluded from this table because those awards were not granted under the 2025 compensation program but rather were granted in connection with Mr. Charles Willis entering into a new employment agreement, as described in more detail below. The above chart is not intended to modify, override or replace the information reported in the Summary Compensation Table below, but rather is intended to clarify for shareholders what portion of the aggregate grant date fair value reported in the Summary Compensation Table as “stock awards” relates to the 2024 performance year and what portion relates to the 2025 performance year.

  31. Special Equity Awards to Mr. Charles Willis

    Special Equity Awards to Mr. Charles Willis On March 13, 2025, the Compensation Committee approved the renewal and amendment of the Employment Agreement between the Company and Mr. Charles Willis (the “A&R Employment Agreement”). In connection with the A&R Employment Agreement, the Compensation Committee approved a restricted stock grant to Mr. Charles Willis consisting of 44,904 restricted shares of Common Stock (the “Sign-On RSs”). The Sign-On RSs were fully vested as of the grant date. In connection with the A&R Employment Agreement, the Compensation Committee approved a grant of non-qualified stock options consisting of 231,000 stock options (the “March Stock Option”). The March Stock Option was scheduled to vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, or, if earlier, upon a change in control, subject generally to Mr. Willis’s continued service with the Company, from the grant date until the applicable vesting date. On March 31, 2025 (the “Amendment Effective Date”), the Compensation Committee approved an amendment to the A&R Employment Agreement. This amendment (the “Employment Agreement Amendment”) amended the terms of the Sign-On RSs in order to provide for a vesting schedule applicable to the Sign-On RSs. As part of the Employment Agreement Amendment, the March Stock Option was cancelled. There was no commitment made to Mr. Charles Willis to grant him any award of any type whatsoever in substitution or in lieu of the March Stock Option. Pursuant to the Employment Agreement Amendment, the Sign-On RSs are scheduled to vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, subject generally to Mr. Willis’ continued service with the Company through each applicable vesting date. If Mr. Willis’ employment is terminated by the Company without Cause (as defined in the A&R Employment Agreement), by Mr. Willis for Good Reason (as defined in the A&R Employment Agreement), or due to Mr. Willis’ death or disability, subject to the terms and conditions of the Employment Agreement and the Sign-On RSs Award Agreement, all then unvested shares of common stock underlying the Sign-On RSs as of the date of Mr. Willis’ termination of employment will immediately vest. If Mr. Willis’ employment is terminated by the Company for Cause or by reason of Mr. Willis’ voluntary resignation without Good Reason, all then unvested shares of Common Stock underlying the Sign-On RSs as of the date of Mr. Willis’ termination of employment will be forfeited and cancelled for no additional consideration. On November 10, 2025, the Compensation Committee approved the grant of a non-qualified stock option (the “Option Award”) to Mr. Charles Willis, to purchase up to 300,000 shares of the Company’s common stock, par value $0.01. The Option Award was intended to retain and incentivize Mr. Charles Willis to continue in the role of Executive Chairman and is structured to vest over a four-year period as further outlined below. The Option Award will vest, subject generally to Mr. Willis’s continued service with the Company, in four equal annual installments on each of the first four anniversaries of November 10, 2025, or, if earlier, upon a change in control. The Option Award has a six-year term, measured from November 10, 2025, and was granted with an exercise price equal to the greater of (i) Fair Market Value (as defined in the Company’s 2023 Incentive Stock Plan) on November 10, 2025 and (ii) the five-day average volume weighted average Fair Market Value of the Common Stock for the five trading days occurring from (and including) November 10, 2025 through (and including) November 14, 2025. The Option Award will be exercisable during the term following vesting, subject to Mr. Willis’s continued service with the Company at the time of exercise; provided, however, if Mr. Willis’s employment with the Company is terminated due to his death, disability or resignation for Good Reason or by the Company without Cause, the Option Award will remain exercisable for the shorter of (i) two years following the termination of Mr. Willis’s service with the Company and (ii) the remainder of the term of the Option Award. The Compensation Committee determined at the time it approved the option (on November 10, 2025) to use the greater of the closing price on November 10, 2025 and a five-day average volume-weighted price to mitigate the impact of short-term stock price volatility so that the exercise price would reflect a more representative measure of the Company’s market value at the time the award was granted.

  32. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. As noted above, we granted a stock option to Mr. Charles Willis in March 2025 that was subsequently cancelled without being exercised. In accordance with the requirements of the SEC, the following table discloses additional information with respect to these stock options:

  33. Equity Award Timing Policies and Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Share) | Grant Date Fair Value of the Award ($)(1) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information(2) | | Charles F. Willis, IV | 3/19/2025 | 231,000 | 186.90 | 13,809,180 | 3.941% |

  34. Equity Award Timing Policies and Practices

    (1) The amount reported in this column reflects the grant-date fair value of the option award as determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions and methodologies used to value the award, please see the discussion of option awards contained in Note 12 of the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) Represents the percentage change in the closing price of our common stock between the trading day ending immediately prior to the disclosure of material nonpublic information (a closing price of $178.89 on March 18, 2025) and the trading day beginning immediately following the disclosure of material nonpublic information (a closing price of $185.94 on March 20, 2025). Perquisites and Other Personal Benefits: The Company provides its NEOs with certain perquisites and other personal benefits in addition to those provided to other employees, including additional life insurance, personal use of company cars, personal use of Company aircraft, for Mr. Charles Willis, personal use of marine vessel travel, for Mr. Austin Willis, reimbursement of flight training classes, club memberships, travel expenses and, under limited circumstances, spousal travel. The Company provided Mr. Austin Willis with a personal benefit of financial tax planning. The Company also provided Mr. Flaherty with a personal benefit for tax reporting given the incremental reporting requirements associated with his role and responsibilities. The costs to the Company of the perquisites and personal benefits for the NEOs for the fiscal year ended December 31, 2025 are included in the “All Other Compensation” column of the “2025 Summary Compensation Table” in this proxy statement. Retirement Plan: As part of its overall compensation program, the Company provides all full-time employees, including each of the NEOs, with the opportunity to participate in a defined contribution 401(k) plan. The plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to the plan. The 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees. The Company’s current policy is to make a matching contribution equal to 50% of an employee’s deferrals under the plan up to the maximum amount allowed for such employee as determined under Section 401 of the Internal Revenue Code and the plan.

  35. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025

  36. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Austin C. Willis | 2025 | 850,662 | 3,445,424(3) | 14,637,060 | — | — | 275,859(4) | 19,209,005 | | Chief Executive Officer | 2024 | 825,375 | 2,856,519 | 3,253,626 | — | — | 274,341 | 7,209,861 | | Charles F. Willis, IV | 2025 | 1,210,202 | 5,251,327(3) | 33,628,868 | 11,364,000 | — | 637,084(5) | 52,091,481 | | Executive Chairman | 2024 | 1,209,442 | 4,185,726 | 8,609,728 | — | — | 152,192 | 14,157,088 | | Scott B. Flaherty | 2025 | 607,278 | 1,402,669(3) | 7,823,469 | — | — | 93,079(6) | 9,926,494 | | Chief Financial Officer | 2024 | 565,738 | 1,002,099 | 1,739,007 | — | — | 78,576 | 3,385,420 | | Brian R. Hole | 2025 | 664,599 | 1,974,759(3) | 9,589,798 | — | — | 47,716(7) | 12,276,872 | | President | 2024 | 663,706 | 2,030,590 | 3,843,928 | — | — | 48,125 | 6,586,349 |

  37. Summary Compensation Table for Fiscal Year 2025

    (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, 2025 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 target achievement of the performance conditions. For 2025, 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 2025 subject only to time-based vesting conditions (i.e., were not tied to performance goals) granted under the 2024 compensation program and the 2025 compensation program; and (ii) performance-based restricted stock awards granted in 2025, which includes (x) the grant date fair value of awards granted in April of 2025 based on achievement of performance goals during 2024 and (y) the grant date fair value of awards granted in January 2025 (with the number of shares earned being based on achievement of performance goals during 2025 as determined in 2026), reported at the probable outcome of the performance conditions, which will then be subject to further time-based vesting conditions, as described below: • For Mr. Austin Willis, the grant date fair value of $14,637,060 includes $3,651,912 for 23,200 time-based restricted stock awards granted under the 2024 compensation program; $1,655,125 for 7,772 time-based restricted stock awards granted under the 2025 compensation program; $6,847,335 for 43,500 earned performance shares based on 2024 performance and $2,482,688 for 11,658 target performance stock awards subject to 2025 performance conditions. • For Mr. Charles Willis, the grant date fair value of $33,628,868 includes $6,296,400 for 40,000 time-based restricted stock awards granted under the 2024 compensation program; $2,853,664 for 13,400 time-based restricted stock awards granted under the 2025 compensation program; $11,805,750 for 75,000 earned performance shares based on 2024 performance; $4,280,496 for 20,100 target performance stock awards subject to 2025 performance conditions and $8,392,558 for 44,904 time-based restricted stock awards. For Mr. Flaherty, the grant date fair value of $7,823,469 includes $1,951,884 for 12,400 time-based restricted stock awards granted under the 2024 compensation program; $884,636 for 4,154 time-based restricted stock awards granted under the 2025 compensation program; $3,659,783 for 23,250 earned performance shares based on 2024 performance and $1,327,167 for 6,232 target performance stock awards subject to 2025 performance conditions. For Mr. Hole, the grant date fair value of $9,589,798 includes $2,392,632 for 15,200 time-based restricted stock awards granted under the 2024 compensation program; $1,084,392 for 5,092 time-based restricted stock awards granted under the 2025 compensation program; $4,486,185 for 28,500 earned performance shares based on 2024 performance and $1,626,588 for 7,638 target performance stock awards subject to 2025 performance conditions. (2) Represents the aggregate fair value on the date of grant of the NEO’s option grants as calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions considered in the valuation, please see Note 12 of our notes to consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. For Mr. Charles Willis, excludes 231,000 stock options granted on March 19, 2025, which stock options were cancelled on March 31, 2025 without being exercised. (3) This column includes amounts earned by each named executive officer in respect of the 2025 annual incentive program, a portion of which were paid in August of 2025 and a portion of which were paid in March of 2026. This column also includes amounts paid to Mr. Austin Willis, Charles Willis, Flaherty, and Hole in January 2026 as a one-time special transaction payment for their work performed in 2025 of $326,124, $326,124, $616,011, and $362,360 respectively. (4) Includes (i) a 401(k) matching contribution in the amount of $11,751, (ii) $818 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) $70,751 for personal use of the Company’s planes (based on the SIFL rate which is determined by calculating for each leg of a trip from January 1, 2025 to June 30, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2869, 0.2187 and 0.2103, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $52.44, then multiplying the total amount by the number of passengers; from July 1, 2025 to December 31, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2933, 0.2237 and 0.2150, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $53.62, then multiplying the total amount by the number of passengers), (iv) $46,140 for financial advisory services, (v) $63,339 for membership dues associated with club memberships and personal use of such memberships, (vi) $55,802 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) $27,259 for tax reimbursement with respect to the items listed above. (5)

  38. Summary Compensation Table for Fiscal Year 2025

    Includes (i) a 401(k) matching contribution in the amount of $15,166, (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) $32,748 for spousal travel (based on the actual cost to the Company), (iv) $13,408 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) $30,247 for membership dues associated with a club membership and personal use of such membership, (vi) $34,115 for personal use of the Company’s plane (based on the SIFL rate which is determined by calculating for each leg of a trip from January 1, 2025 to June 30, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2869, 0.2187 and 0.2103, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $52.44, then multiplying the total amount by the number of passengers; from July 1, 2025 to December 31, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2933, 0.2237 and 0.2150, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $53.62, then multiplying the total amount by the number of passengers), (vii) $37,091 for tax reimbursements with respect to the items listed above and (viii) $461,949 for personal use of the Company’s vessel for travel commencing during 2025, calculated based on total fuel costs and other expenses incurred to operate the vessel during such period and a related tax reimbursement. Includes (i) a 401(k) matching contribution in the amount of $17,375, (ii) $3,960 for the allocated cost of Mr. Flaherty’s participation in a group life, disability, and accidental death and dismemberment policy that covers certain of the Company’s executive officers, (iii) $15,477 for personal use of a company car which was calculated as a proration of a total fuel costs and highway tolls (based on personal use as a percentage of total use), (iv) $5,000 for tax return preparation services, (v) $40,398 for membership dues associated with club membership and personal use of such membership, (vi) $10,270 for personal use of the Company’s plane (based on the SIFL rate which is determined by calculating for each leg of a trip from January 1, 2025 to June 30, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2869, 0.2187 and 0.2103, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $52.44, then multiplying the total amount by the number of passengers; from July 1, 2025 to December 31, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2933, 0.2237 and 0.2150, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $53.62, then multiplying the total amount by the number of passengers), and (vii) $599 for health club membership. Includes (i) a 401(k) matching contribution in the amount of $11,750, (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) $11,794 for membership dues associated with club membership and personal use of such membership, and (iv) $5,284 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 (v) $17,988 for personal use of the Company’s plane (based on personal use as a percentage of total use), (iv) $5,000 for tax return preparation services, (v) $40,398 for membership dues associated with club membership and personal use of such membership, (vi) $10,270 for personal use of the Company’s plane (based on the SIFL rate which is determined by calculating for each leg of a trip from January 1, 2025 to June 30, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2869, 0.2187 and 0.2103, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $52.44, then multiplying the total amount by the number of passengers; from July 1, 2025 to December 31, 2025 the IRS multiplier for 0-500 miles, 501-1500 miles and 1500+ miles at a rate of 0.2933, 0.2237 and 0.2150, respectively, multiplied by the number of nautical miles, multiplied by the aircraft multiple at a rate of 300% and then adding the terminal charge in the amount of $53.62, then multiplying the total amount by the number of passengers).

  39. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table provides information regarding each unvested stock award and each outstanding option award held by our NEOs as of December 31, 2025. The market value of stock awards presented below is calculated using the closing price of our common stock on the last trading day of 2025 ($135.64).

  40. Outstanding Equity Awards at Fiscal 2025 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 | | | | | | | | | | | — | — | — | 4/1/2023 | 6,893(1) | 934,967 | — | $— | | | — | — | — | 4/1/2024 | 15,466(1) | 2,097,808 | — | $— | | | — | — | — | 4/1/2024 | 21,750(2) | 2,950,170 | — | $— | | | — | — | — | 1/2/2025 | 7,772(1) | 1,054,194 | — | $— | | | — | — | — | 1/2/2025 | 11,658(2) | 1,581,291 | — | $— | | | — | — | — | 4/1/2025 | 23,200(1) | 3,146,848 | — | $— | | | — | — | — | 4/1/2025 | 43,500(2) | 5,900,340 | — | $— | | Charles F. Willis, IV | | | | | | | | | | | — | — | — | 4/1/2023 | 13,333(1) | 1,808,488 | — | $— | | | — | — | — | 4/1/2024 | 26,666(1) | 3,616,976 | — | $— | | | — | — | — | 4/1/2024 | 37,500(2) | 5,086,500 | — | $— | | | — | — | — | 1/2/2025 | 13,400(1) | 1,817,576 | — | $— | | | — | — | — | 1/2/2025 | 20,100(1) | 2,726,364 | — | $— | | | — | — | — | 3/19/2025 | 44,904(1) | 6,090,779 | — | $— | | | — | — | — | 4/1/2025 | 40,000(1) | 5,425,600 | — | $— | | | — | — | — | 4/1/2025 | 75,000(2) | 10,173,000 | — | $— | | | 300,000(3) | 126.55 | 11/10/2031 | — | — | - | — | $— | | Brian R. Hole | | | | | | | | | | | — | — | — | 4/1/2023 | 4,666(1) | 632,896 | — | $— | | | — | — | — | 4/1/2024 | 10,133(1) | 1,374,440 | — | $— | | | — | — | — | 4/1/2024 | 14,250(2) | 1,932,870 | — | $— | | | — | — | — | 1/2/2025 | 5,092(1) | 690,679 | — | $— | | | — | — | — | 1/2/2025 | 7,638(2) | 1,036,018 | — | $— | | | — | — | — | 4/1/2025 | 15,200(1) | 2,061,728 | — | $— | | | — | — | — | 4/1/2025 | 28,500(2) | 3,865,740 | — | $— | | Scott B. Flaherty | | | | | | | | | | | — | — | — | 4/1/2023 | 3,733(1) | 506,344 | — | $— | | | — | — | — | 4/1/2024 | 8,266(1) | 1,121,200 | — | $— | | | — | — | — | 4/1/2024 | 11,625(2) | 1,576,815 | — | $— | | | — | — | — | 1/2/2025 | 4,154(1) | 563,449 | — | $— | | | — | — | — | 1/2/2025 | 6,232(2) | 845,308 | — | $— | | | — | — | — | 4/1/2025 | 12,400(1) | 1,681,936 | — | $— | | | — | — | — | 4/1/2025 | 23,250(2) | 3,153,630 | — | $— |

  41. Outstanding Equity Awards at Fiscal 2025 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. Shares of restricted stock (credited to the NEO based on the Company’s performance during 2025 or, for the grants made on April 1, 2025, based on the Company’s performance during 2024) vest in two equal annual installments on each anniversary the performance determination date. The number listed reflects the remaining number of shares to vest over the remaining period. This option was granted with an exercise price of $126.55 and vests in four equal installments on November 10, 2026, November 10, 2027, November 10, 2028, and November 10, 2029.

  42. 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 required calculation of compensation that differs significantly from the Summary Compensation Table calculation of 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.

  43. Pay Versus Performance Table

    Pay Versus Performance Table

  44. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Austin C. Willis (1)(4) $ | Compensation Actually Paid to Austin C. 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) $ | | 2025 | 19,209,005 | 11,117,102 | 24,764,949 | 16,858,111 | 236 | 114 | | 2024 | 7,209,861 | 20,431,448 | 10,371,719 | 27,743,290 | 359 | 109 | | 2023 | 6,381,908 | 5,107,021 | 7,369,209 | 5,397,068 | 83 | 44 |

  45. 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 to calculate Compensation Actually Paid include:

  46. Pay Versus Performance Table

    | | 2025 | | 2024 | | | 2023 | | | | Austin C. Willis | Average Non-PEO NEOs | Austin C. Willis | Average Non-PEO NEOs | | Austin C. Willis | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $19,209,005 | $24,764,949 | $7,209,861 | $10,371,719 | | $6,381,908 | $7,369,209 | | 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 | $- | $- | $- | $- | | $- | $- | | | | 0 | | 0 | | | | | Adjustments for Equity Awards | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table (8) | $(14,637,060) | $(20,802,045) | $(3,253,626) | $(6,226,828) | | $(3,619,752) | $(4,441,500) | | Year-end fair value of unvested awards granted in the current year | $11,682,673 | $18,267,091 | $13,843,585 | $16,469,093 | | $2,527,096 | $3,299,400 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(3,171,878) | $(3,120,247) | $2,635,985 | $4,780,013 | | $(85,892) | $(314,496) | | 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 | $(1,965,638) | $(2,251,637) | $(4,357) | $(6,842) | | $(96,338) | $(515,544) | | 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 | $(8,091,903) | $(7,906,838) | $13,221,587 | $17,371,571 | $- | $(1,274,887) | $(1,972,140) | | Compensation Actually Paid (as calculated) | $11,117,102 | $16,858,111 | $20,431,448 | $27,743,290 | $- | $5,107,021 | $5,397,068 |

  47. Pay Versus Performance Table

    (4) Mr. Austin C. Willis, our current CEO, has served as our CEO since April 1, 2022. (5) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: a. 2025: Messrs. Charles F. Willis, IV, Brian R. Hole, and Scott B. Flaherty b. 2024: Messrs. Charles F. Willis, IV and Brian R. Hole c. 2023: Messrs. Charles F. Willis, IV and Brian R. Hole Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2022. Historic stock price performance is not necessarily indicative of future stock price performance. As an additional, supplementary data point, prior to the introduction of new tariff policies in 2025, the Company’s three-year return was 455.5%, including a 332.7% return in the prior year. (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.

  48. 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

  49. Director Compensation

    Director Compensation The following table summarizes compensation for 2025 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 2025” for the compensation paid to Messrs. Austin Willis and Charles Willis for their service to the Company.

  50. Director Compensation for Fiscal Year Ended 2025

    Director Compensation for Fiscal Year Ended 2025

  51. Director Compensation for Fiscal Year Ended 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Brendan J. Curran | $112,500 | $125,045 | — | — | $237,545 | | Colm Barrington | $95,000 | $125,045 | — | — | $220,045 | | Stephen Jones(4) | $112,500 | $375,060 | — | — | $487,560 |

  52. Director Compensation for Fiscal Year Ended 2025

    (1) Mr. Curran, Mr. Barrington and Mr. Jones received quarterly payments of $23,750 for the first, second, third and fourth quarters of 2025 ($95,000for the year). For services as head of the Audit Committee, Mr. Curran received an additional $4,375 quarterly payment ($17,500 for the year). Mr. Jones also received an additional $4,375 quarterly payment ($17,500 for the year) for his services as head of the Compensation Committee. (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 2025, 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, 2025. (3) The unvested restricted stock held by each non-employee Director was as follows as of December 31, 2025: Mr. Curran, 4,622; Mr. Barrington, 4,622; Mr. Jones, 2,046. Beginning in 2025, 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 a number of restricted stock awards having a grant date fair value (for accounting purposes) equal to $125,000. Each annual restricted stock grant vests in one installment on the recipients’ completion of one year of Board service, measured from the grant date. Mr. Jones also receive an additional grant of restricted stock awards having a grant date fair value (for accounting purposes) of approximately $250,015, vesting over two years from the grant date. Mr. Jones was appointed to the Board of Directors effective January 1, 2025.

  53. Director Compensation for Fiscal Year Ended 2025

    | REPORT OF THE AUDIT COMMITTEE |

  54. Director Compensation for Fiscal Year Ended 2025

    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 2025, 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, 2025 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, 2025 be included in our Annual Report on Form 10-K for 2025 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

  55. Director Compensation for Fiscal Year Ended 2025

    | PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO EFFECT A FORWARD STOCK SPLIT AND INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK |

  56. Director Compensation for Fiscal Year Ended 2025

    On April 13, 2026, the Board of Directors adopted a resolution approving and declaring advisable, subject to stockholder approval and the requirements of applicable law, an amendment (the “Proposed Amendment”) to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 20,000,000 shares to 60,000,000 shares, the number of authorized shares of preferred stock, $0.01 par value (the “Preferred Stock”), from 5,000,000 to 15,000,000 shares, and to effect a 3-for-1 forward stock split of the Common Stock (the “Stock Split”). Other than the Proposed Amendment, the Board of Directors has not approved any other change to the Certificate of Incorporation.