Willis Lease Finance Corp. faces an investigation from securities law firm Bleichmar Fonti & Auld LLP over the board’s approval of more than $14.2 million in compensation for its executive chairman in 2025.
The investigation concerns "potential breaches of their fiduciary duties to shareholders" in connection with "excessive compensation to Mr. Willis," BFA said in a statement on April 29.
The probe focuses on Executive Chairman Charles F. Willis, IV, who founded the company and owns approximately 40% of its stock. His compensation rose from $6.2 million in 2022 to $14.2 million in 2025. The firm also highlighted an unexplained "double-issuance" of stock options worth $23.9 million to Willis in 2024 and a separate grant for 300,000 shares in November 2025.
The investigation raises questions about corporate governance at a company "effectively controlled" by its founder. Shareholders are being encouraged to join the inquiry, which could lead to litigation seeking to reform compensation practices or claw back funds.
The inquiry puts the decisions of the board's compensation committee, comprised of three purportedly independent directors, under scrutiny. Shareholders will be watching for the company's formal response to the investigation and any potential changes to its executive pay structure.
This article is for informational purposes only and does not constitute investment advice.