Austin Willis
About Austin Willis
Austin C. Willis is Chief Executive Officer (since April 1, 2022) and a Director (since December 2008) at Willis Lease Finance Corporation (WLFC). Age 44 as of April 7, 2025; BSc from the London School of Economics; prior experience includes founding JT Power LLC (commercial aircraft engine parts/leases) and service as a U.S. Army Green Beret . WLFC’s pay-versus-performance disclosures show strong recent performance: cumulative TSR for a hypothetical $100 investment rose to $562 in 2024 (from $157 in 2022 and $130 in 2023), while net income advanced to $108.6 million in 2024 (from $5.4 million in 2022 and $43.8 million in 2023) . Board leadership is split between Executive Chairman (founder Charles F. Willis, IV) and the CEO, with no lead independent director; independent directors chair Audit and Compensation Committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WLFC | Senior Vice President, Corporate Development | Not disclosed (served >5 years prior to CEO appointment) | Built knowledge of WLFC’s business lines and prepared for CEO role |
| JT Power LLC | Founder (sold engine parts; leased engines/aircraft) | Not disclosed | Commercial aftermarket and leasing domain expertise |
| U.S. Armed Forces | Army Green Beret | Not disclosed | Leadership, discipline, and operational execution credentials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in the proxy for Austin Willis . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 697,375 | 825,375 |
| Cash Bonus ($) | 1,947,332 | 2,856,519 |
| Stock Awards – Grant Date Fair Value ($) | 3,619,752 | 3,253,626 |
| All Other Compensation ($) | 220,324 | 274,341 |
Perquisites detail (2024): aircraft usage $68,969; financial advisory services $52,446; club memberships $65,085; company car personal-use $55,170; tax reimbursement $20,571; 401(k) match $11,500; group insurance $600 .
Director pay: Austin Willis receives no additional compensation for Board service; compensation is solely per his executive role .
Performance Compensation
2024 equity program design: mix of time-based RS and performance-based RS tied to ROE and net contribution margin; 2024 awards issued April 1, 2024 based on 2023 performance; subsequent two-year vesting for performance shares; three-year ratable vesting for time-based RS .
2025 equity program design: similar structure; awards issued April 1, 2025 based on 2024 performance (two-year vesting for performance shares; three-year ratable vesting for time-based RS) .
| Award Year | Metric | Thresholds (Min / Target / Max) | Actual Outcome | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| 2023 performance; granted 4/1/2024 | Return on Equity | 6% / 8% / 10% → 75% / 100% / 125% of target shares | Exceeded 10% | Maximum (125%) | Earned shares vest in two equal annual installments |
| 2023 performance; granted 4/1/2024 | Net Contribution Margin ($mm) | 18 / 24 / 30 → 75% / 100% / 125% of target shares | Exceeded $30mm | Maximum (125%) | Earned shares vest in two equal annual installments |
| 2024 performance; granted 4/1/2025 | Return on Equity | 7.5% / 10% / 12.5% → 75% / 100% / 125% of target shares | Exceeded 12.5% | Maximum (125%) | Earned shares vest in two equal annual installments |
| 2024 performance; granted 4/1/2025 | Net Contribution Margin ($mm) | 21.7 / 29.0 / 36.3 → 75% / 100% / 125% of target shares | Exceeded $36.3mm | Maximum (125%) | Earned shares vest in two equal annual installments |
2024 and 2025 equity grants (counts):
| Executive | Date | Time-based RS (#) | Target Performance RS (#) | Earned Performance RS (#) | Total Shares Granted |
|---|---|---|---|---|---|
| Austin C. Willis | 4/1/2024 | 23,200 | 34,800 | 43,500 | 66,700 |
| Austin C. Willis | 4/1/2025 | 23,200 | 34,800 | 43,500 | 66,700 |
Options: WLFC did not grant stock options or option-like instruments to NEOs in fiscal 2024 .
Clawback: WLFC’s Compensation Recovery Policy (Nasdaq-compliant) mandates recovery of erroneously awarded incentive compensation for covered persons after accounting restatements, regardless of fault; applies to performance-based incentive compensation received on or after October 2, 2023 .
Insider trading/hedging/pledging: Trading policy allows Rule 10b5-1 plans; WLFC has not adopted specific hedging policies; the proxy’s “Hedging, Pledging and Insider Trading” section does not describe pledging restrictions .
Equity Ownership & Alignment
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Austin C. Willis | 923,359 | 12.04% | Includes 19% LP interest in CFW Partners (405,488 shares), individual holdings, and multiple trusts for which he is trustee; mix of sole and shared voting/dispositive power as detailed in footnote . |
Unvested equity at 12/31/2024:
| Award Grant Date | Unvested Shares (#) | Vesting Pattern | Market Value ($) |
|---|---|---|---|
| 4/1/2022 | 2,826 | 3 equal annual installments | 586,536 |
| 4/1/2023 | 13,786 | 3 equal annual installments | 2,861,284 |
| 4/1/2024 (time-based RS) | 23,200 | 3 equal annual installments | 4,815,160 |
| 4/1/2024 (performance RS) | 43,500 | 2 equal annual installments | 9,028,425 |
Ownership structure and alignment considerations:
- Significant insider ownership (12.04%) aligns incentives but concentrates control; family LP (CFW Partners) is a large holder; Austin has a 19% LP interest .
- No disclosure of pledging by Austin; proxy does not articulate a pledging prohibition .
- Stock option exposure is nil for 2024, indicating shift to RS-based compensation with explicit performance metrics .
Employment Terms
| Provision | Terms |
|---|---|
| Severance – “Involuntary Termination” | Two times base salary; unpaid salary and prorated annual incentives and accrued vacation/sick pay; two times average annual incentives over prior two years (or greater of one year or target bonus for such year); distribution of unpaid deferred comp; accelerated vesting of restricted stock scheduled to vest during the two years following termination; two years continuation of group benefit coverage . |
| Notice Requirement | If terminated with less than six months’ notice, lump sum equal to annual base salary . |
| Change-of-Control Treatment | Immediate vesting of all restricted stock bonus awards (single-trigger equity acceleration) . |
| 280G Cutback | Payments reduced, if necessary, to avoid excise tax if cut yields higher after-tax value . |
| Clawback | Mandatory recovery on restatement, regardless of fault, for incentive compensation received on/after Oct 2, 2023 . |
Board Governance
- Board service: Director since 2008; Class II Director with term expiring at 2027 Annual Meeting .
- Independence: WLFC designated independent directors are Colm Barrington, Brendan J. Curran, and Stephen Jones; Austin (as CEO) is not independent .
- Committee roles: Audit (Curran Chair; Barrington; Jones) and Compensation (Jones Chair; Barrington; Curran) are composed solely of independent directors; Austin is not a member .
- Board leadership: Split Chairman/CEO roles (Executive Chairman Charles F. Willis IV; CEO Austin C. Willis); no lead independent director; six independent director executive sessions in 2024 .
- Attendance: Board met nine times in 2024; each incumbent director attended at least 75% of Board and committee meetings .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial Fixed $100 Investment (TSR) | $157 | $130 | $562 |
| Net Income ($mm) | 5.4 | 43.8 | 108.6 |
Other notes:
- Related-party context: Austin is the son of Executive Chairman Charles F. Willis, IV; compensation disclosed in proxy .
- Director compensation policy: Independent directors receive cash and restricted stock; Austin, as CEO, receives no incremental director compensation .
Compensation Structure Analysis
- Equity-heavy, performance-tied RS design: Two explicit metrics (ROE and net contribution margin) with maximum payout at 125% when exceeding targets; earned shares subject to multi-year vesting, reinforcing retention .
- No options granted in 2024, signaling a shift away from higher-beta option incentives to RS and performance shares .
- Discretionary/special awards elsewhere on the team (e.g., Executive Chairman fully vested RSUs $3mm in Sep 2024), highlighting committee use of judgment; not directly applicable to Austin but pertinent to governance context .
- Perquisites and tax reimbursements present (e.g., aircraft use, club dues, car use, tax reimbursements), which can be viewed as shareholder-unfriendly if excessive; amounts disclosed and modest relative to total comp .
Vesting Schedules and Insider Selling Pressure
- Time-based RS: three-year ratable vesting (grants 2022–2025) .
- Performance RS: two-year ratable vesting (grants issued 2024 and 2025 based on prior-year performance) .
- Near-term supply risk: Multiple tranches scheduled to vest across 2025–2027 (time-based and performance RS) could create mechanical selling pressure if shares are withheld/sold for taxes; WLFC permits Rule 10b5-1 plans to pre-schedule trades .
Equity Ownership & Alignment Risk Indicators
- Concentrated control: Family-related holdings via CFW Partners; Austin’s 12.04% stake aligns incentives but concentrates influence .
- Pledging policy: Proxy does not articulate pledging prohibitions; absence of explicit restrictions is a governance gap; no pledging by Austin is disclosed in ownership footnotes .
- Change-of-control: Single-trigger equity acceleration for Austin may reduce deal-contingent retention alignment .
Employment Contracts, Severance, Change-of-Control Economics
- Robust severance formula (cash and equity acceleration) improves retention but increases cost of turnover; two-year benefit continuation .
- 280G cutback mechanism avoids excise tax inefficiency .
Investment Implications
- Strong pay-for-performance linkage with explicit ROE and net contribution margin metrics that paid out at maximum in 2023 and 2024, supporting alignment with shareholder value creation during a period of outsized TSR and net income growth .
- Material insider ownership (12.04%) by Austin and concentrated family holdings underpin long-term alignment but raise governance concerns given related-party context, lack of lead independent director, and single-trigger equity acceleration .
- Multi-year vesting cadence for large RS grants suggests recurring potential supply from vesting/tax transactions; monitor Form 4 filings and 10b5-1 plans for selling pressure signals around vest dates .
- Perquisites and tax reimbursements are disclosed and not dominant, but continued scrutiny of committee judgment is warranted given special awards elsewhere and family relationships .