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Four Tree Island Advisory is urging Willis Lease Finance Corp. (WLFC) stockholders to vote against all proposals in the company’s proxy statement for the 2026 Annual Meeting of Stockholders, scheduled for May 26, 2026, except for the proposal to ratify Grant Thornton LLP as WLFC’s independent registered public accounting firm.
In its campaign, Four Tree Island points to Executive Chairman Charles Willis’s disclosed total 2025 compensation of $52.1 million, arguing it is unjustifiable given WLFC’s size and 2025 total shareholder returns (TSR). The firm also contrasts the compensation level with pay at larger, higher-performing companies.
Four Tree Island cites Equilar’s report, “Equilar 100: An Early Look at the Highest-Paid CEOs in 2025,” published April 23, 2026. Using Equilar’s top 20 highest-paid CEOs in 2025 and comparing them with year-end 2025 market capitalizations and 2025 TSR, the firm says WLFC’s compensation practices stand out.
Four Tree Island argues it is “impossible to reconcile” the approximately $52.1 million in 2025 compensation for an executive it describes as not the company’s CEO with the economic reality faced by WLFC’s minority stockholders. The firm also questions whether the board is fulfilling its fiduciary responsibilities.
The firm says it previously raised concerns about WLFC’s governance, related party transactions, and executive compensation practices in a letter sent privately to independent board members on January 6, 2026, later made public as an attachment to a March 30, 2026 press release.
Four Tree Island also addresses a proposed increase in share capital and a potential 3-for-1 forward stock split (the Charter Amendment). The firm says the company needs support from 80% of the outstanding shares for the proposal to be approved, meaning minority stockholders will determine whether it passes.
Four Tree Island argues that the board has “routinely made decisions” benefiting Executive Chairman Willis at the expense of minority stockholders. It cites what it describes as a consistent high rate of stockholder dilution through stock-based compensation and says any measure that could further dilute minority holders is not deserving of an affirmative vote, calling for a protest against vote based on Willis’s compensation alone.
Four Tree Island encourages stockholders to communicate their views directly to the board. It states that, according to WLFC’s proxy statement, communications may be directed through the company’s General Counsel and Corporate Secretary at cdameron@willislease.com.
Stockholders are directed to their proxy materials for voting instructions. Four Tree Island states that votes must be received by 11:59 p.m. Eastern Time on May 25, 2026, and may be submitted by telephone or online at proxydocs.com/WLFC. It also notes that stockholders who have already voted retain the right to change their vote before the deadline.
THIS COMMUNICATION IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY AND DOES NOT REQUEST OR SEEK THE POWER TO ACT AS A PROXY FOR ANY STOCKHOLDER. DO NOT SEND US YOUR PROXY CARD. FOUR TREE ISLAND IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. FOUR TREE ISLAND IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
Four Tree Island Advisory LLC
info@fourtreeislandadvisory.com
(603) 427-8053
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