Willis Lease Finance (WLFC) Proxy filing summary

Executive summary

• Achieved 22% increase in lease rent revenue in 2025, with strong profitability and cash flow generation.

• Launched Willis Aviation Capital to expand asset management and diversify capital sources.

• Added three new independent directors since 2024, enhancing board expertise in aviation and finance.

• Strategic partnerships with Blackstone and Liberty Mutual to deploy over $1.6 billion in engine assets and financings.

• Focused on innovation, operational excellence, and long-term value creation.

Voting matters and shareholder proposals

• Election of one Class I Director (Stephen Jones) for a term expiring at the 2029 Annual Meeting.

• Approval of an amendment to the Certificate of Incorporation for a 3-for-1 forward stock split and increase in authorized shares.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote to ratify Grant Thornton LLP as independent auditor for 2026.

• Approval of adjournment of the Annual Meeting if more time is needed to solicit votes for Proposal 2.

Board of directors and corporate governance

• Board consists of five directors, with three classes and annual elections for one class.

• All Audit and Compensation Committee members are independent under Nasdaq standards.

• No separate nominating committee; independent directors fulfill this function.

• Board leadership split between Executive Chairman and CEO roles.

• Regular executive sessions held by independent directors.