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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- 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.

- Increased Offering Size: Willis Lease Finance Corporation has raised the size of its 2.50% convertible senior notes offering from $175 million to $200 million, with expected net proceeds of approximately $193.1 million, which will be used to temporarily repay amounts under its revolving credit facility, thereby enhancing the company's financial flexibility.
- Conversion Rights Advantage: The initial conversion rate of the notes is set at 3.7202 shares of common stock per $1,000 principal amount, with a conversion price of approximately $268.80, representing a 40% premium over the public offering price, providing investors with potential capital appreciation opportunities and increasing market attractiveness for the company's stock.
- Redemption Flexibility: The company has the option to redeem the notes after May 21, 2029, at a cash redemption price equal to the principal amount plus any unpaid interest, incentivizing investors to hold the notes if the stock price exceeds 130% of the conversion price, thereby boosting market confidence.
- Concurrent Offering Plan: The concurrent short sale of common stock aims to provide investors with hedging opportunities, further enhancing market liquidity while ensuring the company's continued engagement in capital markets.
- Financing Plan: Willis Lease Finance Corporation (WLFC) announced plans to raise $175 million through a public offering of convertible senior notes due 2031, reflecting the company's focus on optimizing its future capital structure.
- Over-Allotment Option: The company may allow underwriters to purchase an additional $25 million in notes to cover over-allotments, enhancing market appeal for the offering and ensuring the financing target is met.
- Use of Proceeds: Proceeds will primarily be used to temporarily repay borrowings under its revolving credit facility before being allocated to general corporate purposes, indicating the company's strategic intent to optimize its financial position and support daily operations.
- Interest Payment Arrangement: The notes will mature on May 15, 2031, with semi-annual interest payments beginning on November 15, 2026, ensuring investors receive a stable cash flow during the holding period.







