Stephen Jones
About Stephen Jones
Stephen Jones is an independent Class I director of Willis Lease Finance Corporation, appointed effective January 1, 2025; his current term runs to the 2026 Annual Meeting. He is 63 years old (as of April 7, 2025) and holds a Bachelor of Mechanical Engineering from the University of Auckland. His 40-year career spans airline operations, strategy, alliances, and ULCC leadership, including senior roles at Air New Zealand, Deputy CEO at Wizz Air (2017), and CEO of Flair Airlines (2020–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air New Zealand | VP Investor Relations; later Chief Network, Strategy & Alliances Officer; managed Freedom Air and domestic NZ operations | From 2001 (subsequent roles over 2000s) | Built alliances with United and Air China; Chaired Star Alliance Management Board and Strategy Committee |
| Wizz Air | Deputy CEO | 2017 onward (tenure noted in biography) | Drove growth; led operations, commercial, digital, sustainability initiatives |
| Flair Airlines | Chief Executive Officer | 2020–2024 | Established Canada’s first true ULCC; expanded across Canada/U.S./Mexico/Caribbean |
| Energy sector (oil & gas development) | Engineer/Project leader (gas turbine cogeneration) | Early career | North America and Australia development projects |
External Roles
| Organization/Body | Capacity | Notes |
|---|---|---|
| Star Alliance | Chair, Management Board and Strategy Committee (while at Air New Zealand) | Alliance governance leadership with major global carriers |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined Stephen Jones is independent under Nasdaq standards |
| Board class/term | Class I; term expires at 2026 Annual Meeting |
| Committees | Compensation Committee (Chair); Audit Committee (Member) |
| Committee expertise | All Audit Committee members can read/understand financial statements; Audit Committee financial expert is B. Curran (not Jones) |
| Committee activity (context) | Audit Committee held 4 meetings in FY2024; Compensation Committee held 10 meetings in FY2024 (Jones appointed 1/1/2025; counts reflect 2024 activity) |
| Board activity (context) | Board held 9 meetings in FY2024; each incumbent director attended ≥75% of Board and committee meetings (pertains to 2024 incumbents) |
| Nominating | No standing Nominating Committee; independent directors as a group handle nominations |
| Risk oversight | Cybersecurity, financial reporting, treasury, litigation, compensation risk, succession overseen by Board/Audit/Compensation |
Fixed Compensation
Director-level 2024 structure (context for Jones, who joined 1/1/2025; his 2024 pay is not applicable):
- Non-employee director cash retainer paid quarterly: $23,398 per quarter in 2024 .
- Committee chair fees (annualized): Audit Chair $17,500; Compensation Chair $17,500 (paid $4,375 quarterly) .
| Component (2024 structure) | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $23,398 per quarter | Paid to non-employee directors in 2024 |
| Audit Committee Chair fee | $17,500 per year | Paid as $4,375 quarterly in 2024 |
| Compensation Committee Chair fee | $17,500 per year | Paid as $4,375 quarterly in 2024 |
| Meeting fees | Not disclosed | — |
| Option awards | $0 in 2024 for non-employee directors (table shows “—”) |
Performance Compensation
- Annual equity policy for non-employee directors: the Board’s policy (since 2019) has been to grant 3,000 shares of restricted stock annually under the 2023 Incentive Plan, vesting in one installment upon completion of one year of Board service from grant date .
- No option awards to directors disclosed for 2024; equity delivered as restricted stock .
| Equity element | Design | Vesting |
|---|---|---|
| Annual director restricted stock | 3,000 shares (policy) | Cliff vest after one year of service from grant date |
| Options (directors) | None in 2024 | Not used for director pay in 2024 |
Other Directorships & Interlocks
| Company | Capacity | Notes |
|---|---|---|
| — | — | No current public company directorships disclosed for Jones in the 2025 proxy |
Expertise & Qualifications
- Mechanical engineering background; extensive airline commercial/network/alliances expertise with global carrier relationships and ULCC operating experience—relevant to WLFC’s customer base and leasing market dynamics .
- Audit Committee literacy (all members can read/understand financial statements); Compensation Committee leadership as Chair .
- Independent director with no related-party transactions disclosed involving him .
Equity Ownership
As of April 7, 2025:
- Beneficial ownership: 1,174 WLFC shares; marked as unvested restricted stock over which he has voting but not investment power until vesting; less than 1% of shares outstanding (7,669,763) .
| Metric | Amount |
|---|---|
| Shares beneficially owned | 1,174 (all unvested restricted stock) |
| Percent of class | “*” (less than 1%) |
| Vested vs. unvested | Vested: 0; Unvested: 1,174 |
| Pledged shares | Not disclosed/none indicated in ownership table |
Governance Assessment
-
Strengths:
- Independent appointment with deep airline customer-side insight; immediate elevation to Compensation Committee Chair and service on Audit suggests the Board values his operating/strategic expertise and governance capacity .
- No related-party transactions involving Jones disclosed; independence reaffirmed by the Board .
- Equity-based alignment via restricted stock (unvested) is in place, supporting shareholder alignment .
-
Watch items / potential red flags (company-level context that can affect director effectiveness and investor confidence):
- No standing Nominating Committee; independent directors collectively perform the function—can concentrate nomination discretion, warranting focus on process transparency .
- Hedging policy: the company has not adopted specific policies or practices restricting hedging by employees/directors (transactions still governed by Insider Trading Policy)—a governance gap many investors monitor .
- Ownership concentration: Founder/Executive Chairman beneficially owns 41.41% (including affiliated entities), which can limit minority shareholder influence over governance and compensation oversight; places added importance on the independence and assertiveness of independent directors such as Jones .
-
Compensation committee context: In September 2024 (prior to Jones’ appointment and chairmanship), the independent members of the Compensation Committee granted a $3 million fully vested RSU one-time award to the Executive Chairman, citing record performance and stock appreciation, with input from an independent advisor. As the new Chair in 2025, Jones’ stewardship of pay practices will be a key indicator of board independence and pay discipline going forward .
Related-Party and Conflicts Check
- Policy: Audit Committee must approve material discretionary related-party transactions; formal policy described with defined thresholds and pre-approvals .
- Disclosures (2023–present): No transactions >$120,000 involving directors were disclosed other than those specified; the notable related person disclosure pertains to CEO Austin C. Willis (family of the Executive Chairman) compensation, not to Jones .
Voting/Shareholder Signals (context)
- 2025 Annual Meeting: Directors elected were Curran and Charles F. Willis; Jones continued in office (Class I). Auditor ratification passed with 6,833,486 votes for, 74,523 against, 560 abstain; high participation indicates engaged shareholder base, relevant for independent directors’ mandate .