Gregory Willis
AIR LEASEAbout Gregory Willis
Gregory B. Willis is Executive Vice President and Chief Financial Officer at Air Lease Corporation (AL). He oversees all aspects of finance including debt and equity investor relations, banking and rating agencies, and leads Accounting, Treasury, Managed Business, Tax, IR and IT functions . Company performance in 2024: total revenues rose 1.8% to $2.7B while net income attributable to common stockholders declined to $372.1M due to higher interest expense; adjusted net income before income taxes was $574.2M; AL’s cumulative TSR index value in 2024 was 111.73 (base $100) . AL’s compensation program ties Willis’ incentives to rigorous financial metrics (revenues, adjusted pre‑tax income), strategic goals, book value growth, and relative TSR .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $729,167 | $776,667 | $826,667 |
| 401(k) Employer Match ($) | $36,634 | $39,578 | $26,680 |
| Insurance Premiums Paid by Company ($) | $36,634 | $39,578 | $12,588 |
| All Other Compensation ($) | $36,634 | $39,578 | $39,268 |
Additional current-year salary:
- 2025 Base Salary: $865,000 (+3.59% vs 2024)
Performance Compensation
Annual Bonus Structure and Results (2024)
| Item | Detail |
|---|---|
| Performance metrics (Company factor 80% financial / 20% strategic) | Total Revenue (40%), Adjusted Net Income Before Income Taxes (40%), Increase Irish Presence (10%), % Fleet Newest Gen (10%) |
| 2024 Targets | Revenue $2,862M; Adj. pre‑tax income $754M; Irish presence 14%; Newest gen fleet 77% |
| 2024 Actuals | Revenue $2,734M; Adj. pre‑tax income $574M; Irish presence 23%; Newest gen fleet 80% |
| Company Performance Factor (weighted payout) | 114% |
| Willis Target Bonus ($) | $835,000 |
| Willis Individual Performance Factor | 95% |
| Willis Actual Bonus Paid ($) | $904,305 |
Detailed metric outcomes (2024):
| Metric | Weight | Target | Actual | Payout contribution |
|---|---|---|---|---|
| Total Revenue ($M) | 40% | 2,862 | 2,734 | 39% weighted payout |
| Adjusted Net Income Before Income Taxes ($M) | 40% | 754 | 574 | 35% weighted payout |
| Increase Irish Presence (%) | 10% | 14 | 23 | 20% weighted payout |
| % Fleet Newest Generation (%) | 10% | 77 | 80 | 20% weighted payout |
| Company Performance Factor | — | — | — | 114% total |
2025 change: annual bonus program shifted to 100% financial (50% Total Revenue, 50% Adjusted Pre‑Tax Income) .
Long-Term Incentives
| Award Type | 2024 Grant (2/25/2024) | Vesting | Performance Conditions | Grant-date FV ($) |
|---|---|---|---|---|
| Book Value RSUs | 12,051 target / 24,102 max units | Cliff at end of 3-year period (1/1/2024–12/31/2026) | Book value per share growth: 7.5% = 0%; 15% = 100%; 20.25% = 200% | $481,678 |
| TSR RSUs | 6,025 target / 12,050 max units | Cliff at end of 3-year period (1/1/2024–12/31/2026) | Relative TSR vs S&P MidCap 400: 55th=100%; 85th+=200% | $281,466 |
| Time-based RSUs | 6,025 units | 33% on 2/25/2025, 33% on 2/25/2026, 34% on 2/25/2027 | — | $240,819 |
| Total Stock Awards (2024) | — | — | — | $1,003,964 |
2025 LTIs (granted 2/25/2025): Book Value RSUs 10,582 target / 21,164 max; TSR RSUs 5,291 target / 10,582 max (relative to S&P 600 MidCap Index); Time RSUs 5,291 units; time RSUs vest 33%/33%/34% on 2/25/2026–2/25/2028 .
Historical vesting results of prior performance cycles: 2022 Book Value RSUs vested at 116%; 2022 TSR RSUs vested at 100% (three-year period ended 12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned | 68,812 shares of Class A Common Stock |
| Total shares outstanding (for context) | 111,759,135 shares as of March 7, 2025 |
| Unvested time-based RSUs (12/31/2024) | 6,025 units |
| Unearned performance RSUs (12/31/2024) | 12,051 Book Value RSUs; 6,025 TSR RSUs (projected at target during the cycle) |
| Ownership guidelines | Executive officers (other than CEO/Executive Chairman) must hold Class A Common Stock equivalents equal to 2x base salary; all executives are in compliance |
| Hedging/Pledging | Prohibited for directors and executive officers (no hedging or pledging of Company stock) |
| Clawback policy | Restatement-based recoupment of incentive compensation for current/former Section 16 officers per Rule 10D‑1 and NYSE standards |
Employment Terms
| Provision | Terms for Executive Vice Presidents (incl. Willis) |
|---|---|
| Severance plan participation | Covered under AL Executive Severance Plan (amended May 3, 2017) |
| Termination without Cause (no CIC) | Cash severance equal to salary + average of prior 3 bonuses (multiplier: 1x for EVPs) paid over 1 year; prorated annual bonus based on actual performance; continued health coverage for 1 year; pro‑rata vesting of outstanding performance awards; pro‑rata vesting through termination for time‑based awards |
| Double‑trigger Change-in-Control (CIC within 24 months) | Lump sum cash equal to 2x (salary + target bonus) for EVPs; pro‑rata payout of target annual bonus; full vesting of performance awards at target; full vesting of time‑based awards; lump sum COBRA costs for 2 years |
| Death/Disability | Accrued benefits; prorated annual bonus for year of termination; continued vesting of performance awards based on actual performance; full vesting of time‑based awards |
| Potential payout illustrations | For Willis: no‑cause termination total value $4,738,804; death/disability $3,827,374; double‑trigger CIC $7,224,075 (includes cash, equity vesting, benefits) |
| Deferred Bonus Plan | Immediate pro‑rata vesting of outstanding deferred bonus awards upon certain terminations; full vesting upon double‑trigger CIC |
Compensation and Pay Mix Trends (Multi-year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $729,167 | $776,667 | $826,667 |
| Stock Awards (FV at grant) | $935,620 | $943,201 | $1,003,964 |
| Annual Bonus (Cash) | $936,390 | $1,096,253 | $904,305 |
| All Other Compensation | $36,634 | $39,578 | $39,268 |
| Total Compensation | $2,637,811 | $2,855,699 | $2,774,204 |
Key governance features:
- Say‑on‑pay approval ~94% at 2024 annual meeting .
- No stock options granted since 2011; net equity burn <1% in 2024; double‑trigger CIC; no evergreen; no liberal share recycling .
- Executive stock ownership guidelines and prohibited hedging/pledging .
Investment Implications
- Alignment: Willis’ pay is heavily at‑risk and tied to book value growth and relative TSR, with explicit three‑year performance cycles; anti‑hedging/pledging and ownership guidelines strengthen alignment with shareholders .
- Retention and selling pressure: Time‑based RSUs vest annually (2/25/2025–2027 for 2024 grants; 2026–2028 for 2025 grants), and performance RSUs cliff vest at cycle end; upcoming releases could add supply but vesting is contingent for performance RSUs, mitigating near‑term selling pressure .
- Change‑in‑control economics: Double‑trigger CIC yields 2x salary+target bonus and full vesting at target for performance awards; this provides certainty in a strategic transaction but caps upside via target-level vesting .
- Execution risk vs financial goals: 2024 results missed targets on revenue and adjusted pre‑tax income (driven by higher funding costs), but exceeded strategic metrics; bonus paid below prior-year, indicating pay-for-performance sensitivity amidst interest-rate headwinds .