Willis Lease Finance Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Industrial Specialties
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): March 31, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2025 (the “Amendment Effective Date”), the Compensation Committee (the “Committee”) of the Board of Directors of Willis Lease Finance Corporation (the “Company”) approved an amendment to the Amended and Restated Employment Agreement, dated as of March 13, 2025, between the Company and Charles F. Willis IV (the “Employment Agreement”).
Effective as of the Amendment Effective Date, the Committee and Mr. Willis agreed to the cancellation of a non-qualified stock option to purchase up to 231,000 shares of the Company’s common stock, par value $0.01 (the “Common Stock”) granted to Mr. Willis on March 19, 2025 (the “Option Award”). The Company makes no commitment to Mr. Willis to grant him any award of any type whatsoever in substitution or in lieu of the Option Award.
The amendment to the Employment Agreement (the “Employment Agreement Amendment”) amends the terms of the fully vested restricted stock award (the “Sign-On RS Award”) over 44,094 shares of the Common Stock previously granted to Mr. Willis on March 19, 2025 (the “Grant Date”). Effective as of the Amendment Effective Date, the Sign-On RS Award will not be fully vested and instead, will vest, subject generally to Mr. Willis’ continued service with the Company, from the Amendment Effective Date until the applicable vesting, in three equal annual installments on each of the first, second and third anniversaries of the Grant Date. The Sign-On RS Award, as amended, will be subject to the terms and conditions of the Company’s 2023 Incentive Stock Plan (the “Incentive Plan”) and an amended and restated restricted stock bonus agreement (the “RS Award Agreement”). If Mr. Willis’ employment is terminated by the Company without Cause (as defined in the Employment Agreement), by Mr. Willis for Good Reason (as defined in the Employment Agreement), or due to Mr. Willis’ death or disability, subject to the terms and conditions of the Employment Agreement and the RS Award Agreement, all then unvested shares of Common Stock underlying the Sign-On RS Award as of the date of Mr. Willis’ termination of employment will immediately vest. If Mr. Willis’ employment is terminated by the Company for Cause or by reason of Mr. Willis’ voluntary resignation without Good Reason, all then unvested shares of Common Stock underlying the Sign-On RS Award as of the date of Mr. Willis’ termination of employment will be forfeited and cancelled for no additional consideration.
The foregoing description of the Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements & Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
† This exhibit is a management contract or a compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer.
Dated: April 4, 2025
| WILLIS LEASE FINANCE CORPORATION | ||||||||
| By: | /s/ Scott B. Flaherty | |||||||
| Scott B. Flaherty | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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