Willis Lease shareholder Four Tree Island urges votes against directors, executive pay at meeting

• Four Tree Island, a top-10 shareholder of Willis Lease Finance, urged investors to vote against all proposals at the May 26 annual meeting except the auditor ratification.
• ISS, Glass Lewis recommended votes against director nominee Stephen Jones, citing pay-for-performance misalignment, one-time awards, high base salary, outsized discretionary bonuses, undisclosed goals.
• Glass Lewis also recommended voting against executive compensation, flagging substantial one-off equity grants to Charles Willis.
• Four Tree Island opposed Proposal 2 to triple authorized shares, pointing to a history of dilution, SG&A growth of about 236% over five years, severe underperformance versus FTAI Aviation.
• The investor also criticized a recent 5-year convertible notes deal, estimating about USD 262 million of value impact from the share drop and fees, warning of potential dilution of about 9.3% if converted.

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