Willis Lease Finance (WLFC) Proxy filing summary

Executive summary

• Achieved record financial performance in 2025, driven by operational excellence and revenue diversification initiatives.

• Established an asset management arm, Willis Aviation Capital, to expand asset management capabilities and support long-term growth.

• Five-year revenue grew by more than 2.6x, with strong and improving profitability metrics.

• Total return to stockholders outperformed the Russell 3000 over three- and five-year periods, with returns of 336% and 327.7%, respectively.

• Forward-looking statements highlight expectations for continued growth and value creation, subject to market and economic risks.

Voting matters and shareholder proposals

• Board unanimously recommends voting in favor of all proposals at the May 26, 2026 annual meeting.

• Proposal 2 seeks to amend the certificate of incorporation to effect a three-for-one forward stock split.

• ISS and Glass Lewis both recommend voting in favor of the stock split.

• Approval of Proposal 2 requires 80% of outstanding shares; every vote is emphasized as important.

Board of directors and corporate governance

• Board includes three independent directors and regularly explores opportunities to enhance stockholder value.

• Reelection of one independent director is included among the proposals.