Willis Lease Finance (WLFC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 5, 2025, with stockholders able to participate, ask questions, and vote online.

• Stockholders will vote on electing two Class III Directors and ratifying the appointment of Grant Thornton LLP as the independent auditor for 2025.

• The record date for voting is April 7, 2025, with 7,669,763 shares of common stock outstanding and eligible to vote.

• Proxy materials were distributed on April 25, 2025, and multiple voting methods are available before and during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of Brendan J. Curran and Charles F. Willis, IV as Class III Directors for a term expiring at the 2028 Annual Meeting.

• Proposal 2: Advisory vote to ratify Grant Thornton LLP as the independent registered public accounting firm for 2025.

• The Board recommends voting FOR both proposals.

• Shareholder proposals for the 2026 Annual Meeting must be received by December 26, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of five Directors divided into three classes, with staggered three-year terms.

• Three Directors are independent per Nasdaq standards; the Board has Audit and Compensation Committees, both fully independent.

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

• Board leadership is split between an Executive Chairman and a CEO, with regular independent Director sessions.

• Directors are encouraged, but not required, to attend the Annual Meeting; four attended in 2024.