WLFC Securities Alert: Willis Lease Finance Investigation Focuses on Executive Compensation; BFA Law Notifies Shareholders to Contact the Firm

Leading securities law firm Bleichmar Fonti & Auld LLP has announced an investigation into Willis Lease Finance Corporation’s (NASDAQ: WLFC) board of directors and executive chairman Charles F. Willis, IV, as the controlling shareholder, regarding potential breaches of fiduciary duties to shareholders. The investigation focuses on the company’s past and ongoing practices of paying potentially excessive compensation to Mr. Willis.

Background to the investigation

Willis Lease is described as being “effectively controlled” by Charles F. Willis, IV, who founded the company in 1985 and owns approximately 40% of its stock. The company’s board includes Mr. Willis, his son, who serves as chief executive officer, and three additional directors described as independent and forming the company’s compensation committee.

Compensation figures cited by the firm

According to the announcement, Mr. Willis received compensation of approximately $6.2 million in fiscal year 2022 and approximately $10.7 million in fiscal year 2023. For fiscal year 2025, the firm cites compensation of approximately $14.2 million. The firm also states that more than half of Mr. Willis’ total compensation for these years was in the form of stock awards.

Option grant and subsequent stock performance

The firm says that on November 10, 2025, Willis Lease’s compensation committee awarded Mr. Willis an option grant to purchase up to 300,000 shares of Willis Lease common stock. The grant is described as intended to retain and incentivize Mr. Willis to continue in the role of executive chairman, with a four-year vesting period and an exercise price linked to the company’s stock price at the time of the option grant. The announcement states that in the months following the grant, Willis Lease’s stock price rose significantly, increasing the options’ value to Mr. Willis.

Issues under review

Bleichmar Fonti & Auld LLP said it is investigating whether Willis Lease’s compensation to Charles F. Willis, IV constitutes excessive or wasteful compensation. The firm also said it is examining whether the board of directors, together with Charles F. Willis, IV as the controlling shareholder, breached fiduciary duties to Willis Lease’s stockholders in connection with the compensation.

Shareholder participation and legal process

The firm encouraged current holders of Willis Lease Finance Corporation stock to submit information for potential legal options. It states that representation is on a contingency fee basis, with no cost to shareholders, and that shareholders are not responsible for court costs or litigation expenses. The firm said it will seek court approval for any potential fees and expenses.

Contact

Adam McCall
adam@bfalaw.com
212.789.3619

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