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."
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- Investigation Background: Bleichmar Fonti & Auld LLP is investigating whether the board of directors of Willis Lease Finance Corporation and Executive Chairman Charles F. Willis, IV have breached their fiduciary duties to shareholders, particularly concerning potentially excessive compensation payments.
- Compensation Data: Charles F. 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 over the years.
- Equity Incentive Issues: In 2024, the board issued stock options worth $23.9 million to Willis and other executives, and in 2025, granted him an option to purchase 300,000 shares, aimed at retaining him as Executive Chairman, raising concerns about the appropriateness of such compensation practices.
- Impact on Shareholder Rights: Given that Willis controls approximately 40% of the company's shares, the outcome of this investigation could significantly affect the company's governance structure and shareholder trust, potentially impacting future stock performance.
- Investigation Background: 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's compensation increased from approximately $6.2 million in 2022 to $14.2 million in 2025, with over half of this amount in stock awards, indicating potential issues with the compensation structure.
- Shareholder Risk: The investigation focuses on whether Mr. Willis's compensation constitutes excessive or wasteful payments, which could jeopardize shareholder interests, particularly given Mr. Willis's controlling shareholder status and the governance structure.
- Legal Options: Current shareholders are encouraged to submit information for legal assistance, with BFA offering representation on a contingency fee basis, emphasizing their commitment to protecting shareholder rights.
- Investigation Background: 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 fiscal year 2023, and $14.2 million in fiscal year 2025, with over half of his compensation in stock awards, indicating potential issues with the compensation structure.
- Options Grant: Despite high compensation, the compensation committee awarded Mr. Willis an option grant for up to 300,000 shares in November 2025, intended to retain him as Executive Chairman, raising questions about the appropriateness of this decision.
- Shareholder Rights: BFA is assessing whether Mr. Willis's compensation constitutes excessive or wasteful payments and whether the board has breached fiduciary duties to shareholders, which could impact shareholder rights and corporate governance.
- Investigation Background: 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 to shareholders related to excessive compensation payments.
- Compensation Data: Charles F. Willis IV received approximately $6.2 million in fiscal year 2022, $10.7 million in 2023, and $14.2 million in 2025, with over half of his compensation in stock awards, indicating potential issues with the compensation structure.
- Options Grant: Despite substantial compensation, Willis Lease's compensation committee awarded Mr. Willis an option grant for up to 300,000 shares in November 2025, intended to retain him as Executive Chairman, raising questions about the appropriateness of this decision.
- Shareholder Rights: BFA is assessing whether Mr. Willis's compensation represents excessive or wasteful payments and whether the board has breached its fiduciary duties, which could impact shareholder rights and corporate governance.
- Valuation Metrics: Willis Lease's enterprise value/EBITDA stands at approximately 8.8, which is below that of its leasing and aviation service peers, indicating a pessimistic market view on its cash flow and asset durability, potentially impacting future financing capabilities.
- Revenue Growth Momentum: For the period ending March 31, 2025, Willis Lease reported revenue of about $157.7 million, reflecting a 33% year-over-year increase, showcasing strong momentum in its core engine leasing business that may attract investor interest.
- Improved Asset Utilization: As of 2025, the company's owned engine portfolio was valued at approximately $2.82 billion, with utilization rising to 86.4%, directly supporting growth in lease rental and maintenance revenues, thereby enhancing the company's competitive position in the market.
- Debt Risk Warning: Willis Lease's net debt/EBITDA exceeds 9, significantly higher than typical industry averages, indicating substantial financial risk, where future earnings volatility could materially impact its debt servicing capability.
- Investigation Background: Bleichmar Fonti & Auld LLP is investigating whether the board of directors of Willis Lease Finance Corporation and Executive Chairman Charles F. Willis, IV have breached their fiduciary duties to shareholders, particularly concerning excessive compensation payments to Mr. Willis.
- Compensation Data: Mr. Willis received approximately $6.2 million in fiscal year 2022, $10.7 million in fiscal year 2023, and $14.2 million in fiscal year 2025, with over half of his compensation in stock awards, indicating potential issues with the compensation structure.
- Options Grant: Despite substantial compensation, the compensation committee awarded Mr. Willis an option to purchase up to 300,000 shares on November 10, 2025, aimed at retaining him as Executive Chairman, with the exercise price linked to the company's stock price, raising concerns about the appropriateness of such incentives.
- Impact on Shareholder Rights: BFA is assessing whether Mr. Willis's compensation represents excessive or wasteful payments, and if confirmed, the findings could significantly impact the company's governance structure and shareholder rights.










