Willis Lease Finance (WLFC) Proxy filing summary

Executive summary

• Achieved 22% increase in lease rent revenue in 2025 compared to 2024, with strong profitability and cash flow generation.

• Established Willis Aviation Capital to expand asset management and diversify capital sources, supporting long-term growth.

• Appointed three new independent directors since 2024, enhancing expertise in aviation, capital allocation, and expansion strategies.

• Maintained focus on innovation, operational excellence, and disciplined value creation for shareholders.

• Forward-looking statements highlight confidence in continued growth and strategic partnerships.

Voting matters and shareholder proposals

• Election of one Class I Director (Stephen Jones) to serve until 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, divided into three classes, with three independent directors.

• Audit and Compensation Committees are composed solely of independent directors.

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

• Leadership structure separates Executive Chairman and CEO roles for effective oversight.

• Independent directors hold executive sessions for candid discussion.