WLFC Securities News: Willis Lease Finance Board Investigated for Breaches of Fiduciary Duties Over Executive Compensation

Core Viewpoint - Willis Lease Finance Corporation is under investigation for potential breaches of fiduciary duties by its board of directors and executive chairman Charles F. Willis, IV, related to excessive executive compensation practices [1][5]. Group 1: Investigation Details - The investigation is led by Bleichmar Fonti & Auld LLP, focusing on whether the compensation awarded to Charles F. Willis, IV, is excessive or wasteful [5]. - Charles F. Willis, IV, founded Willis Lease in 1985 and controls approximately 40% of the company's stock, with the board including his son and three additional directors [2]. Group 2: Executive Compensation - In fiscal year 2022, Mr. Willis received approximately $6.2 million, which increased to about $10.7 million in fiscal year 2023, and further to approximately $14.2 million in fiscal year 2025 [3]. - Over half of Mr. Willis' total compensation during these years has been in the form of stock awards [3]. Group 3: Stock Options and Performance - On November 10, 2025, the compensation committee awarded Mr. Willis an option grant to purchase up to 300,000 shares of common stock, intended to retain and incentivize him, with a four-year vesting period [4]. - Following the option grant, Willis Lease's stock price has risen significantly, enhancing the value of the options for Mr. Willis [4].