Four Tree Island Issues Open Letter to WLFC Board
Four Tree Island Advisory, one of the largest stockholders of Willis Lease Finance (WLFC), issued an open letter to the independent members of WLFC's board of directors, which read in part, "It has been nearly three months since Four Tree Island Advisory delivered a private letter to the independent members of the WLFC Board noting our significant concerns with a series of compensation and related-party decisions benefiting Executive Chairman Charles Willis that appear inconsistent with the Board's duties of care and loyalty and with widely accepted governance norms...While the independent directors initially indicated on January 13th that they would revert on the serious concerns raised in our communications 'at the appropriate time,' and further indicated on February 12th that they would like to have a call post-Q4 earnings, the independent members of the Board have still not engaged with us despite our repeated efforts. Unfortunately, it appears that the Board only responds when publicly confronted. While we attempted to address our concerns numerous times privately, it was not until we issued an open letter on January 6, 2026 that we saw any constructive changes to the Company's behavior, including: Initiating a strategic alternatives process for the Sustainable Aviation Fuel project, and Making greater efforts to improve stockholder communication around earnings calls, including a Q4 earnings presentation that incorporated a helpful slide deck and adjusted EBITDA metrics that better framed WLFC's 2025 earnings growth. To date, it remains far from clear that anything meaningful has been, or will be, done to address what we view as an egregious excess compensation and perquisite culture that has long permeated WLFC. As such, we felt compelled to bring it into greater public focus given the considerable interest and concern from investors and other stakeholders that our first open letter generated. In our view, the Company's chief steward has for years operated in a manner that reflects a troubling disregard for fiduciary and corporate governance responsibilities, and an overarching focus on personal benefit. If the Executive Chairman remains primarily focused on extracting value for himself, then the responsibility for reining in this behavior necessarily falls to the independent members of the Board. From our perspective, it is not at all apparent that the independent directors have fully recognized or exercised their fiduciary duties in this regard. We remain a top 10 stockholder of the Company and have continued to add to our position since our first public letter issued earlier this year. We continue to have strong conviction in the material upside potential of WLFC shares, but we are equally convinced that the stock will continue to suffer a meaningful valuation discount so long as the current compensation and perquisite framework persists. This is a defining element of poor corporate governance and a key impediment to unlocking greater institutional interest in WLFC. Importantly, we believe this is easily addressable. In our view, a rational reset would redirect resources from outsized executive pay and perquisites toward materially enhanced dividends that benefit all stockholders, rather than primarily the executive members of the Willis family."
Trade with 70% Backtested Accuracy
Analyst Views on WLFC
About WLFC
About the author

- Voting Results: At WLFC's 2026 Annual Meeting, nearly 84% of unaffiliated shareholders opposed the re-election of director Stephen Jones, indicating significant dissatisfaction with the company's governance, which may lead to management changes to restore trust.
- Compensation Program Opposition: Over 92% of unaffiliated shareholders voted against the executive compensation program, reflecting widespread discontent with WLFC's pay practices, potentially prompting a reevaluation of its compensation structure to regain shareholder confidence.
- Failed Share Expansion Proposal: WLFC did not secure enough shareholder support to triple its authorized share count, and although the company plans to reconvene on June 23 for another vote, this move may exacerbate tensions between shareholders and management.
- Call for Governance Reform: Four Tree Island Advisory urges the board to implement measures such as canceling executive stock options and selling luxury assets to address shareholder dissatisfaction with governance and capital allocation, as failure to act could lead to further erosion of company value.
- Shareholder Rejection of Pay: At the 2026 Annual Meeting, over 92% of unaffiliated shareholders voted against WLFC's executive compensation plan, indicating widespread dissatisfaction that could hinder the company's ability to attract and retain talent.
- Board Re-Election Denied: Nearly 84% of unaffiliated shareholders opposed the re-election of director Stephen Jones, reflecting a profound lack of confidence in the company's governance and oversight, which may necessitate essential reforms in board structure and governance practices.
- Authorized Share Proposal Fails: WLFC failed to secure sufficient shareholder support to triple its authorized share count, despite plans to reconvene the meeting on June 23 for additional votes, highlighting missteps in the company's capital allocation decisions.
- Call for Governance Reform: Four Tree Island Advisory urges shareholders to continue opposing the increase in authorized shares and demands critical governance and capital discipline measures to restore shareholder trust and enhance company value.
- Severe Underperformance: WLFC's revenue grew approximately 160% over the past five years, yet EBITDA increased only 89%, while SG&A expenses surged by 236%, indicating management's extraction of value through excessive compensation, ultimately harming shareholder interests.
- Unfavorable Peer Comparison: WLFC has dramatically underperformed FTAI Aviation by about 431% and 629% in total shareholder returns over the last three and five years, respectively, highlighting poor corporate governance and entrenched family control that prioritize insiders over common stockholders.
- Shareholder Voting Recommendations: Independent advisory firms ISS and Glass Lewis have recommended that shareholders vote against the election of Stephen Jones and the approval of executive compensation, emphasizing the company's failure to adequately address shareholder concerns regarding pay structures and the limited frequency of votes that restrict shareholder dissent.
- Convertible Debt Impact: WLFC's recent convertible debt offering has resulted in approximately $262 million in losses for shareholders, and the proposal to triple authorized shares could further dilute existing investors, increasing market volatility and negatively impacting long-term shareholder value.
- Severe Underperformance: WLFC's revenue has grown approximately 160% over the past five years, yet EBITDA has only increased by 89%, while SG&A expenses surged by 236%, indicating management is extracting value through excessive compensation, harming shareholder interests.
- Poor Peer Comparison: WLFC has dramatically underperformed FTA Aviation by approximately 431% and 629% in total shareholder returns over the past three and five years, respectively, highlighting issues of poor corporate governance and compensation practices favoring insiders over common shareholders.
- Shareholder Voting Recommendations: While ISS and Glass Lewis support the stock split, they also recommend voting against the election of Stephen Jones and the company's executive compensation, reflecting shareholder dissatisfaction with governance and pay structures.
- Convertible Debt Impact: The recent convertible debt offering led to a 15% drop in WLFC's stock price, resulting in a market cap loss of approximately $255 million, and could lead to a 9.3% dilution of shares, further exacerbating shareholder value erosion.

- Board Investigation: Bleichmar Fonti & Auld LLP is investigating Willis Lease Finance Corporation's board and Executive Chairman Charles F. Willis IV for potential breaches of fiduciary duties related to excessive compensation payments to Mr. Willis.
- Compensation Data: Mr. Willis received approximately $6.2 million in fiscal year 2022, $10.7 million in 2023, $14.0 million in 2024, and $14.2 million in 2025, indicating a significant upward trend in his compensation, with over half being stock awards.
- Stock Option Grant: In November 2025, the compensation committee awarded Mr. Willis an option grant to purchase up to 300,000 shares, intended to retain him as Executive Chairman, raising concerns about the justification for such high compensation amidst ongoing investigations.
- Legal Options: Current shareholders of Willis Lease Finance are encouraged to submit their information to explore legal options, with BFA offering contingency-based representation, indicating potential legal recourse for shareholders affected by these practices.
- Increased Offering Size: Willis Lease Finance has raised its convertible senior notes offering from $175 million to $200 million, with expected net proceeds of approximately $193.1 million, which will strengthen the company's capital structure and support future financing needs.
- Interest Rate and Maturity: The notes carry an interest rate of 2.50% and will mature in 2031, with interest payable semi-annually, providing the company with a low-cost financing option that aids in optimizing financial expenses.
- Underwriter Arrangement: Morgan Stanley, BofA Securities, and Deutsche Bank Securities are acting as joint book-running managers for the offering, while also granting investors a 30-day option to purchase an additional $30 million in notes, enhancing market liquidity.
- Use of Proceeds: The company intends to use the net proceeds from the notes issuance to temporarily repay outstanding amounts under its revolving credit facility until deployed for general corporate purposes, a strategy that will enhance financial flexibility and operational efficiency.








