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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Definitive Proxy Statement


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Soliciting Material Pursuant to §240.14a-12

Willis Lease Finance Corporation
(Name of Registrant as Specified In Its Charter)

 
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WILLIS LEASE FINANCE CORPORATION


NOTICE OF 20082009 ANNUAL MEETING OF STOCKHOLDERS

and

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE STOCKHOLDER MEETING

To Be Held on May 22, 200821, 2009


To our Stockholders:

        You are cordially invited to attend the 20082009 Annual Meeting of Stockholders of WILLIS LEASE FINANCE CORPORATION, which will be held at our executive offices, 773 San Marin Drive, Suite 2215, Novato, California, 94998 at 2:00 p.m. local time on Thursday May 22, 2008, for21, 2009. Directions to attend the following purposes:Annual Meeting where you may vote in person can be found on our website:www.willislease.com (see "Investor") . Additionally, in accordance with new Securities and Exchange Commission rules, you are receiving this notice thatthe proxy statement and annual report to stockholders are available at:http://materials.proxyvote.com/970646. No control or identification number is necessary to access these proxy materials online in PDF format:

        In addition to any other business asthat may properly come before the meeting or any adjournment or postponement thereof.thereof, the following proposal is to be voted on at the Annual Meeting:

        These matters are more fully described in the proxy statement accompanying this Notice.

        The Board of Directors has fixed the close of business on March 24, 20082009 as the record date for determining those stockholders who will be entitled to notice of and to vote at the meeting. The stock transfer books will not be closed between the record date and the date of the meeting.

A quorum comprising the holders of the majority of the outstanding shares of our common stock on the record date must be present or represented for the transaction of business at the 20082009 Annual Meeting of Stockholders. Accordingly, it is important that your shares be represented at the meeting.WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE, to ensure that your shares will be voted at the 20082009 Annual Meeting of Stockholders. You may revoke your proxy at any time prior to the time it is voted.

        The Proxyproxy material is being deliveredmailed to you on or about May 1, 2008.April 30, 2009. Please read the proxy material carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented.

April 29, 200830, 2009

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WILLIS LEASE FINANCE CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS

 
 Page

SOLICITATION AND VOTING OF PROXIES

 1

INFORMATION ABOUT THE BOARD OF DIRECTORS AND THE COMMITTEES OF THE BOARD

 2

PROPOSAL 1 ELECTION OF CLASS III DIRECTORS

 56

EXECUTIVE OFFICERS OF WILLIS LEASE FINANCE CORPORATION

 6

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 7

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 8

COMPENSATION OF EXECUTIVE OFFICERS—COMPENSATION DISCUSSION AND ANALYSIS

 9

REPORT OF THE COMPENSATION COMMITTEE

 18

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 1918

REPORT OF THE AUDIT COMMITTEE

 1918

INDEPENDENT PUBLIC ACCOUNTANTS

 2019

EQUITY COMPENSATION PLAN INFORMATION

 2120

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 2120
STOCK PERFORMANCE GRAPH

STOCKHOLDER PROPOSALS

 2221
STOCKHOLDER PROPOSALS22

STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

 2321

OTHER MATTERS

 2322

i

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You should read the entire proxy
statement carefully prior to returning your proxy


PROXY STATEMENT
FOR
20082009 ANNUAL MEETING OF STOCKHOLDERS
OF
WILLIS LEASE FINANCE CORPORATION
To Be Held on May 22, 200821, 2009



SOLICITATION AND VOTING OF PROXIES

General

        This proxy statement is furnished in connection with the solicitation by the Board of Directors (also referred to as the "Board") of WILLIS LEASE FINANCE CORPORATION ("we," "us," "our," "Willis Lease" or the "Company") of proxies to be voted at the 20082009 Annual Meeting of Stockholders, which will be held at 2:00 p.m. local time on Thursday, May 22, 200821, 2009 at our executive offices, located at 773 San Marin Drive, Suite 2215, Novato, California 94998, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of 20082009 Annual Meeting of Stockholders.

        This proxy statement is being mailed to stockholders on or about May 1, 2008.April 30, 2009. Our 20072008 Annual Report is being mailed to stockholders concurrently with this proxy statement. You should not regard the 20072008 Annual Report as proxy soliciting material or as a communication by means of which any solicitation of proxies is to be made.

Voting

        The close of business on March 24, 20082009 is the record date for determining whether you in your capacity as a stockholder are entitled to notice of and to vote at the 20082009 Annual Meeting of Stockholders. As of that date, we had 8,642,8859,068,166 shares of common stock, $0.01 par value, issued and outstanding. All of the shares of our common stock outstanding on the record date are entitled to vote at the 20082009 Annual Meeting of Stockholders. If you are entitled to vote at the meeting, you will have one vote for each share of common stock you hold with regard to each matter to be voted upon.

        The required quorum for the meeting is a majority of the outstanding shares of common stock eligible to be voted on the matters to be considered at the meeting. In the election for directors (Proposal 1), the nominees for Class III Directors receiving the highest number of affirmative votes will be elected.

        Shares of our common stock represented by proxies on the accompanying proxy card, which are properly executed and returned to us on the accompanying proxy card will be voted at the 20082009 Annual Meeting of Stockholders in accordance with the instructions you mark on the proxy card. If you do not mark any instructions on the proxy card, your shares represented by the proxy card will be voted for the election of the Board's nominees as Class III Directors.

        If a properly signed proxy or ballot indicates that you abstain from voting or that your shares are not to be voted on a particular proposal, your shares will not be counted as having been voted on that proposal, although your shares will be counted as being in attendance at the meeting for purposes of determining the presence of a quorum. Broker non-votes (i.e., shares held by brokers or nominees as to which instructions have not been received from beneficial owners or persons entitled to vote that the


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broker or nominee does not have discretionary power to vote on a particular matter) are counted



towards a quorum, but are not counted for any purpose in determining whether a matter has been approved by a majority of the shares represented in person or by proxy and entitled to vote.

        Our management does not know of any matters to be presented at the 20082009 Annual Meeting of Stockholders other than those set forth in this proxy statement and in the Notice accompanying this proxy statement. If other matters should properly come before the meeting, the proxy holders will vote on such matters in accordance with their best judgment.

Revocability of Proxies

        If you give a proxy in the form accompanying this proxy statement, you have the right to revoke it at any time before it is voted at the meeting. You may revoke your proxy by:

Solicitation

        This solicitation is made by our Board of Directors on our behalf. The entire cost of preparing, assembling and mailing the Notice of 20082009 Annual Meeting of Stockholders, this proxy statement and the enclosed proxy card, and of soliciting proxies, will be paid by us. Proxies will be solicited principally through the use of the mails, but if we desire, we may solicit proxies personally or by telephone, electronic mail or special letter by our officers and our regular employees for no additional compensation. We have retained American Stock Transfer & Trust and ADP Investor Communication ServicesBroadridge to aid in the solicitation at an estimated cost to us of approximately $7,750$11,000 plus out-of-pocket expenses.


INFORMATION ABOUT THE BOARD OF DIRECTORS
AND THE COMMITTEES OF THE BOARD

Board of Directors

        Our Bylaws authorize us to have fivesix Directors. At the present time, the Board consists of fivesix Directors who are divided into three classes: Class I (two Directors), Class II (two Directors) and Class III (one Director)(two Directors). One class is elected each year for a three-year term. Gérard Laviec, W. William Coon, Jr., Hans J.Joerg Hunziker, and Robert T. Morris are independent directors, as defined in the Nasdaq listing standard.

        Our business, property and affairs are managed under the direction of the Board. Directors are kept informed of our business through discussions with our President and Chief Executive Officer and our other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. The Board held a total of fivefour meetings during the fiscal year ended December 31, 2007.2008. Each incumbent director attended at least 75% of the aggregate of: (i) the total number of meetings of the Board; and (ii) the total number of meetings held by all Committees of the Board on which he served.

Communications with the Board

        You may communicate with the Board of Directors by sending a letter to: Board of Directors, Willis Lease Finance Corporation, c/o Office of the Corporate Secretary, 773 San Marin Drive, Suite 2215, Novato, California 94998. Our Office of the Corporate Secretary will receive your correspondence and forward it to the Board of Directors or to any individual director or directors to whom your communication is directed, unless the communication is unduly hostile, threatening, illegal,


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does not reasonably relate to us or our business, or is similarly inappropriate. The Office of the Corporate Secretary has the authority to discard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Attendance at the Annual Meeting of Stockholders

        Mr. Willis attended the 20072008 Annual Meeting of Stockholders; our other directors did not attend. We have no policy requiring boardBoard members to attend our annual meeting.

Committees of the Board

        The Board of Directors has an Audit Committee and a Compensation Committee, both currently comprised solely of independent directors, as defined by the Nasdaq listing standard.

        The Nasdaq's listing rules require that our Audit Committee be composed of at least three independent directors.

        The Board does not have a nominating committee or committee performing the functions of such a committee. The Board has determined that the function of a nominating committee is adequately fulfilled by the independent directors. It has not established such a committee and therefore has no nominating committee charter. The full Board of Directors participates in the consideration of any director nominee.

        Although we have not formally set any specific minimum qualifications that director nominees must possess, we look for candidates with the appropriate experience in aviation and leasing, a strong professional background, and a general understanding of marketing, finance and other disciplines related to the success of a company in our industry. Our directors are generally nominated by our management or other directors, and each nominee is evaluated based on the above qualifications and in the context of the Board as a whole. While we do not normally engage professional search firms or other third parties in connection with our Board nomination process, we may do so in the future.

        Since we do not have a history of stockholder nominations of directors, we do not have a formal policy regarding stockholder nominees to the Board. Under our Bylaws, stockholders wishing to nominate a candidate for director must give notice to our Corporate Secretary no later than the close of business on the 90th day prior to the first anniversary of our preceding year's annual meeting. If the annual meeting is more than 30 days before or 60 days after such anniversary date, the notice must be delivered no later than the 90th day prior to such annual meeting or the 10th day following the day on which we publicly announce of the annual meeting date. The notice should set forth: (i) the name, age, business address and residence address of the nominee; (ii) the principal occupation or employment of the nominee; (iii) the class and number of our shares beneficially owned by the nominee; (iv) a description of all arrangements or understandings between the stockholder and the nominee and any other person(s) pursuant to which the nomination is made by the stockholder; and (v) any other information relating to the nominee that is required to be disclosed in proxy statements for the election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934. Nominees proposed by stockholders will be evaluated in the same manner as those proposed by management or existing directors.

        The Audit Committee oversees our accounting function, internal controls and financial reporting process on behalf of the Board. The Nasdaq's listing rules require that our Audit Committee be composed of at least three independent directors. The Audit Committee meets with our financial management and our independent auditors to review our financial statements and filings, the audit and matters arising from them, and financial reporting procedures, including any significant judgments made in preparation of the financial statements. The Audit Committee currently consists of Directors Robert T. Morris (Chairman), Hans J.Joerg Hunziker, and Gérard Laviec.Laviec and W. William Coon, Jr. All members of the audit committee are able to read and understand financial statements. Mr. Morris also qualifies as an audit committee financial



expert, as defined by the SEC, and is financially sophisticated as required by the Nasdaq listing standards. The Committee held four meetings during the 20072008 fiscal


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year. On May 17, 2004December 16, 2008 the Board reviewed and reapproved (originally approved on June 13, 2000) the Audit Committee Charter dated June 13, 2000 that meetsmeeting the requirements of the Securities and Exchange Commission and the Nasdaq. The Audit Committee's charter is available on the Company's web site (www.willislease.com).

        The Compensation Committee reviews and approves our compensation arrangements for executive officers and administers the 2007 Stock Incentive Plan. The Compensation Committee currently consists of Directors Gérard Laviec (Chairman), W. William Coon, Jr. and, Robert T. Morris.Morris and Hans Joerg Hunziker. This Committee held fivethree meetings during the 20072008 fiscal year. For additional details, see "Compensation of Executive Officers—Compensation Discussion and Analysis" elsewhere in this proxy statement.

Director Compensation

        For details regarding director compensation, see "Compensation of Executive Officers—Compensation Discussion and Analysis—Director Compensation" elsewhere in this proxy statement.

Biographical Information


 Director
Since
 Age*
 Director Since Age* 
Class I Directors Whose Terms Expire at the 2011 Annual Meeting:     
Robert T. Morris 2006 59 2006 60 
W. William Coon, Jr.  2003 68 2003 69 
Class II Directors Whose Terms Expire at the 2009 Annual Meeting:     
Hans J. Hunziker 2006 58

Austin C. Willis

 2008 28 
Gérard Laviec 2002 68 2002 69 
Class III Director Whose Term Expires at the 2010 Annual Meeting:    

Class III Directors Whose Term Expires at the 2010 Annual Meeting:

 
Charles F. Willis, IV 1985 59 1985 60 

Hans Joerg Hunziker

 2006 59 
*
Age as of March 24, 2008.2009.

Principal Occupations of Nominees and Continuing Directors

        Charles F. Willis, IV is the founder of Willis Lease, has served as Chief Executive Officer, President and a Director since our incorporation in 1985, and has served as Chairman of the Board of Directors since 1996. Mr. Willis has over 40 years of experience in the aviation industry. From 1975 to 1985, Mr. Willis served as president of Willis Lease's predecessor, Charles F. Willis Company, which purchased, financed and sold a variety of large commercial transport aircraft and provided consulting services to the aviation industry. During 1974, Mr. Willis operated a small business not involved in the aviation industry. From 1972 through 1973, Mr. Willis was Assistant Vice President of Sales at Seaboard World Airlines, a freight carrier. From 1965 through 1972, he held various positions at Alaska Airlines, including positions in the departments of flight operations, sales and marketing.marketing departments.

        Hans J.Joerg Hunziker previously served as one of our Directors from November 2000 until July 1, 2003. He was elected a Class II Director at the 2006 Annual Meeting. Mr. Hunziker currently serves as the CEO of Hunziker Lease & Finance, a company he founded in Zug, Switzerland in 2002 which offers independent business consulting services to the aviation industry. From 1998 to 2002, he was the President and Chief Executive Officer of Flightlease AG Ltd., a public company involved in aircraft leasing as a subsidiary of SAirGroup whose headquarters are in Zurich, Switzerland. From 1998 to 2001, he was also co-CEO of GATX Flightlease Management GmbH, an asset management and commercial aircraft leasing company. From 1996 to 1998, he was the Chief Financial Officer of SAirServices Ltd., a group of companies including aircraft maintenance and overhaul, ground handling


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services, information technology and real estate, and Managing Director of SAirServices Invest Ltd. From 1991 to 1996, he was Chief Financial Officer of Swissair Associated Companies Ltd., a group of 150 companies, primarily in the hotel, catering (Gate Gourmet) and trading business. Mr. Hunziker holds a Masters Degree in Economics and Business Administration from the University of Zurich. He also received the equivalent of a doctoral degree from the University of Zurich, after successful completion of his thesis on Strategic Planning in the Airline Industry. In addition to previously serving as a director of Willis Lease Finance, he was Chairman of the Board of Flightlease Holdings (Guernsey) Limited (and a director of several of its subsidiaries in Guernsey and Bermuda), as well as Chairman of the Board of Flightlease (Netherlands) B.V., SRTechnics Group AG, SRTechnics Switzerland AG, Swisscargo AG and SAirServices Invest AG. He was also a member of the Board of Directors of FlightTechnics LLC, Delaware, Swissport Brazil Ltd., Polygon Insurance Company Ltd. and Gotland Shipping AG.

        Gérard Laviec joined our Board of Directors in February 2002. In 2001, Mr. Laviec retired from his position as President and Chief Executive Officer of CFM International, a partnership between General Electric Company and SNECMA and a supplier of engines for commercial jets. Mr. Laviec joined CFM Internationalthe CFM-56 Program in 1976 in its incipient phase. From 1983 to 1995, he served as General Manager in product support engineering, business operations, sales and marketing, and was named President and Chief Executive Officer of CFM International in 1995. Mr. Laviec has also served as the Chairman of the Board of Shannon Engine Support, a wholly-owned CFM International subsidiary in Ireland, since 1995.from 1995 until 2001. Mr. Laviec is a graduate of INSA Lyon, France with a degree in Mechanical Engineering. He served in the French Air Force as a Flight Officer in Search and Rescue teams prior to joining SNECMA, andSNECMA. He is a Knight for the French National Order of Merit.

        W. William Coon, Jr. spent 34 years at GE Aircraft Engines ("GEAE"), a division of General Electric Company (NYSE:GE), where he served in numerous management positions. Prior to retiring from GEAE in 2000, Mr. Coon was General Manager for Small Commercial Aircraft Services. From 1984 to 1998 he served as Director of Product Support, where he was responsible for supplying global services to the company's regional airline customers. Mr. Coon holds a Bachelor of Science Degree in Aeronautical Engineering from the University of Michigan and a Masters in Business Administration from Xavier University.

        Robert T. Morris is currently President of Robert Morris & Company. He joined Union Bank of California Leasing in 2004 to establish an innovative equipment leasing group, and served as its President through March 2007. Prior to joining Union Bank of California Leasing, he was a consultant to more than 25 commercial banks for their equipment leasing operations over a 12 year period. He has also worked for Bank of San Francisco, Bank of Montreal and GATX Leasing Corporation. Mr. Morris holds a Masters Degree from the American Graduate School of International Management and a BachelorsBachelor of Arts Degree from the University of Denver with majors in Economics, Political Science and History.

        Austin C. Willis was elected to the Board in December 2008. At the time of his election the number of directors was increased from five to six. Mr. Willis was elected to be a Class II director in order to stand for reelection at this Annual Meeting. Mr. Willis is the founder of and has, since 2004, served as the president of JT Power LLC, a privately held company engaged in the business of selling commercial jet turbine engine parts and leasing commercial aircraft. Mr. Willis has, since 2006, also owned and served as Chief Executive Officer of Aviation Management LLC, an aviation consulting firm. Mr. Willis holds a bachelors degree from the London School of Economics and Political Science where he studied finance and industrial relations. He is the son of Charles F. Willis, IV.


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PROPOSAL 1
ELECTION OF TWO CLASS III DIRECTORS

        Our Board is divided into three classes, each class having a three-year term that expires in successive years. At the 20082009 Annual Meeting of Stockholders, two Directors will be elected in Class I,II, to serve a three-year term expiring at the 20112012 Annual Meeting of Stockholders or until succeeded by another qualified director who has been duly elected.

        The nominees for Director in Class III are Robert T. MorrisGérard Laviec and W. William Coon, Jr.Austin C. Willis.

        The proxy holders intend to vote all proxies received by them for the foregoing nominees, unless instructions to the contrary are marked on the proxy. In the event that any nominee is unable or declines to serve as a Director at the time of the 20082009 Annual Meeting of Stockholders, the proxies will



be voted for any nominee who shall be designated by the present Board to fill the vacancy. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or will decline to serve as a director.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES AS CLASS III DIRECTORS.


EXECUTIVE OFFICERS OF WILLIS LEASE FINANCE CORPORATION

        Our executive officers are as follows:follows (1):

Name
 Age*
 Positions and Offices

Charles F. Willis, IV**

 5960 President and Chief Executive Officer
Lee G. Beaumont

Bradley S. Forsyth

 50Executive Vice President and Chief Operating Officer
Donald A. Nunemaker60Executive Vice President, General Manager—Leasing
Bradley S. Forsyth4243 Senior Vice President and Chief Financial Officer

Donald A. Nunemaker

61Executive Vice President, General Manager—Leasing

Thomas C. Nord

 6768 Senior Vice President, General Counsel and Secretary

Judith M. Webber

58Senior Vice President, Technical Services
*
Age as of March 24, 2008.2009.

**
See business experience background under "Principal Occupation of Nominees and Continuing Directors."

(1)
Lee G. Beaumont, , a 20 year veteran in the aerospace industry, joined us in 2006. He currently serves as ourpreviously Executive Vice President and Chief Operating Officer. Formerly,Officer, left the Company's employ in November 2008.

        Bradley S. Forsyth joined us in January 2007, bringing more than 14 years of experience in the finance and aviation industries. Mr. Beaumont was a consultant to The Carlyle GroupForsyth is responsible for the capital markets, finance, treasury, accounting, risk management and systems functions of Washington, D.C.the Company. Prior to his consulting assignment,joining Willis Lease, he served as Standard Aero's Vice President of Finance, providing financial management support to nine business units with $800 million in annual sales. Formerly he was with Standard Aero Limited for 20 years, including four years as PresidentPriceWaterhouse (now PricewaterhouseCoopers) practicing in their audit and tax departments. He is a Chartered Accountant and graduated from the University of their US subsidiary. Under his leadership the company more than tripled its share of the engine remanufacturing market to 45% and generated more than $400 million in revenue. A 1997 graduate of the Stanford Executive Program, Mr. Beaumont holds bothManitoba with a Bachelor of Commerce Degree and a Bachelor of Science Degree from the University of Manitoba. He is a member of the Canadian Institute of Chartered Accountants and has lectured at the University of Manitoba on computer accounting systems.Degree.

        Donald A. Nunemaker has been with us since July 1997 and currently serves as our Executive Vice President and General Manager—Leasing. Prior to his appointment as General Manager—Leasing, he served as Chief Operating Officer until September of 2006, and prior to that as Chief Administrative Officer until March 2001. Mr. Nunemaker also served on our Board of Directors from June to November 2000. Mr. Nunemaker is responsible for managing our day-to-day operation and has been extensively involved in the equipment leasing industry since 1973. From 1995 to 1996, Mr. Nunemaker was President and CEO of LeasePartners, Inc., a leasing company based in Burlingame, California, which was acquired in 1996 by Newcourt Credit Group. From 1990 to 1994, Mr. Nunemaker was Executive Vice President of Concord Asset Management, Inc., an aircraft and computer leasing


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subsidiary of Concord Leasing, Inc., which was owned by the HSBC Group. Before joining Concord in 1990, Mr. Nunemaker was President and CEO of Banc One Leasing Corporation of New Jersey. Prior to that he spent thirteen years with Chase Manhattan Leasing Company in a variety of senior line and staff positions. Mr. Nunemaker has ana Masters in Business Administration Degree from Indiana University.

        Bradley S. Forsyth joined us in January 2007, bringing more than 14 years of experience in the finance and aviation industries. Mr. Forsyth is responsible for the capital markets, finance, treasury,



accounting, risk management and systems functions of the Company. Prior to joining Willis Lease, he served as Standard Aero's Vice President of Finance, providing financial management support to nine business units with $800 million in annual sales. Formerly he was with Price Waterhouse (now Pricewaterhouse Coopers) practicing in their audit and tax departments. He is a Chartered Accountant and graduated from the University of Manitoba with a Bachelor of Commerce Degree.

        Thomas C. Nord has served as our Senior Vice President and General Counsel since July 2003. Mr. Nord is responsible for managing our legal affairs. From May 1977 to March 2003, he was an attorney with GATX Financial Corporation, a specialized finance and leasing company ("GATX") located in San Francisco, California. During most of his career at GATX, from January 1981 until March 2003, he was their Managing Director, General Counsel and Secretary. From February 1974 until May 1977, Mr. Nord was Counsel to Irving Trust Company in New York, New York. From June 1969 to February 1974 Mr. Nord was associated with the New York City law firm of Seward & Kissel. Mr. Nord holds a Juris DoctorateDoctor Degree from the University of North Carolina.

        Judith M. Webber, our Senior Vice President, Technical Services, has been with us since 1996. Before joining us, she was Powerplant Technical Services Manager at Hawaiian Airlines for 9 years. Ms. Webber also worked in the Canadian high arctic and northern Canada for a number of years and served for 2 years as an Airworthiness Inspector for Transport Canada. She started her aviation career by serving in the Royal Air Force as an Aircraft Propulsion Technician for 8.5 years. Ms. Webber has more than 40 years experience in aircraft and engine maintenance. She holds an FAA Airframe and Powerplant license and previously held both Transport Canada and British CAA Aircraft Maintenance Engineer licenses.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

        The following table sets forth information regarding the beneficial ownership of our common stock as of March 24, 20082009 by: (i) each person who is known to us to own beneficially more than five percent of the outstanding shares of our common stock; (ii) each Director; (iii) each officer listed in the Summary Compensation Table; and (iv) all Directors and Executive Officers as a group. Unless specified below, the mailing address for each individual, officer or director is c/o Willis Lease Finance Corporation, 773 San Marin Drive, Suite 2215, Novato, CA 94998.


 Common stock(1)
 Common stock(1)
Name and Address of Beneficial Owner
 Number of
Shares
 Percentage of
Class
 Number of
Shares		 Percentage of
Class
Charles F. Willis, IV 3,483,147(2)37.83% 3,498,302(2)36.31%
Donald A. Nunemaker 407,457(3)4.52% 393,674(3)4.19%
Thomas C. Nord 89,608(4)* 128,440(4)1.41%
Lee G. Beaumont 59,306 *
Bradley S. Forsyth 55,978 * 97,795(5)1.08%

Austin C. Willis

 80,718(2)*

Judith M. Webber

 79,842(6)*
Gérard Laviec 42,294(5)* 35,313(7)*
W. William Coon, Jr 8,863 * 13,232 *
Robert T. Morris 8,863 * 13,232 *
Hans J. Hunziker 5,113(6)*
All Directors and Executive Officers as a group (9 persons) 4,160,629 45.47%

Hans Joerg Hunziker

 10,732(8)*

All Directors and Executive Officers as a group (10 persons)

 4,351,280 45.55%

Lee G. Beaumont

 36,006(9)*

Sy Jacobs

 1,164,495(10)12.84%
Wells Fargo & Company 1,051,471(7)12.17% 964,421(11)10.64%
Dimensional Fund Advisors Inc.  553,631(8)6.41% 669,305(12)7.38%
JAM Partners LP 936,719(9)10.84%
*
Less than one percent of our outstanding common stock.


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(1)
Except as indicated in the footnotes to this table, the stockholders named in the table are known to us to have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable. The number of shares beneficially owned includes common stock of which such individual has the right to acquire beneficial ownership either currently or within 60 days after March 24, 2008,2009, including, but not limited to, upon the exercise of an option.

(2)
Includes 2,471,2322,420,635 shares held by CFW Partners, L.P., a California limited partnership, of which Charles F. Willis, IV, holds a one percent (1%) interest as sole general partner and an eighty

$6.71.

(3)
Includes 366,650321,150 options to purchase shares at a weighted average exercise price of $7.56$7.18 per share.

(4)
Includes 41,00046,500 options to purchase shares at a weighted average exercise price of $6.18$6.54 per share. Mr. Nord also owns 2,500 Series A preferred shares which he purchased on February 7, 2006 at $10.00 per share.

(5)
Mr. Forsyth also owns 300 Series A preferred shares which he purchased on June 5, 2008 at $10.25 per share.

(6)
Includes 38,43146,250 options to purchase shares at a weighted average exercise price of $5.56$7.46 per share.

(6)(7)
Includes 1,25027,081 options to purchase shares at a weighted average exercise price of $6.42 per share.

(8)
Includes 2,500 options to purchase shares at a weighted average exercise price of $8.70 per share.

(7)(9)
Based on Schedule 13G/A filed by Wells Fargo & Company withMr. Beaumont left the Securities and Exchange Commission on January 24,Company's employ in November 2008. Wells Fargo & Company's mailing address is 420 Montgomery Street, San Francisco, CA 94104.

(8)
Based on Schedule 13G/A filed by Dimensional Fund Advisors Inc. with the Securities and Exchange Commission on February 6, 2008. Dimensional Fund Advisors Inc.'s mailing address is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

(9)(10)
Based on a Form 4 filing by Sy Jacobs with the Securities and Exchange Commission on February 21, 2008.25, 2009. Includes 682,868 shares held by JAM Partner,Partners, L.P.'s, 446,527 shares held by JAM Special Opportunities Fund, L.P., and 35,100 shares held by Sy Jacobs. The mailing address of all three is One Fifth Avenue, New York, NY 10003.

(11)
Based on Schedule 13G filed by Wells Fargo & Company with the Securities and Exchange Commission on January 20, 2009. Wells Fargo & Company's mailing address is 525 Montgomery Street, San Francisco, CA 94105.

(12)
Based on Schedule 13G filed by Dimensional Fund Advisors Inc. with the Securities and Exchange Commission on February 9, 2009. Dimensional Fund Advisors LP mailing address is Palisades West, Building One, 6300 Bee Cave Rd., Austin, TX 78746.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Directors, executive officers and holders of more than ten percent of our common stock are required by Securities and Exchange Commission regulation to furnish us with copies of all Section 16(a) reports they file.

        Based solely upon review of the copies of such reports furnished to us and written representations from our officers and Directors, we believe that except as set forth in the following sentences, during the fiscal year ended December 31, 2007,2008, our Directors, executive officers and holders of more than ten percent of our common stock complied with all applicable Section 16(a) filing requirements. Lee G. Beaumont, Executive Vice President purchased 300 shares of the Company's common stock on April 18, 2007, but his Form 4 was not filed until April 24, 2007.


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COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION DISCUSSION & ANALYSIS

        This Compensation discussion and analysis describes the material elements of our compensation program for named executive officers. The Compensation Committee of the Board of Directors (the "Committee") oversees the design and administration of our executive compensation programs. The Committee is comprised of threefour independent directors: Gérard Laviec (Chair), W. William Coon, Jr., Hans Joerg Hunziker and Robert T. Morris. The Committee meets formally twice per year, and more often if needed. Each meeting includes an executive session, with no member of management present. The Committee's charter is available on the Company's web site(www.willislease.com).

        The Committee retains compensation consultants from time to time to evaluate executive compensation levels and advise on specific programs; the consultants report directly to the Committee. In late 2006,For the past two years, the Committee has retained Smith Consulting to advise on various compensation issues. Smith Consulting has no other contract or business relationship with Willis Lease.

        None of our executive officers currently serves on the Committee. None of our executive officers is, or was during 2007,2008, serving as a director of or member of the compensation committee of another entity, one of whose executive officers serves, or served, as a director of or on our Committee.

Compensation Philosophy and Objectives

        The objectives of our compensation programs are to attract and retain high performing executives, to provide a substantial link between the company's performance and executive pay, and to provide shareholders with a superior rate of return.

        It is difficult to make direct comparisons with our competitor's pay practices—most of the Company's direct competitors are business units within much larger corporations such as General Electric, United Technologies and Bank of Tokyo Mitsubishi—therefore, the Committee makes its decisions based primarily on its understanding of compensation practices in the aviation services and leasing markets, generally and for companies of comparable size. This information comes through executive recruiting and compensation surveys including, "Watson Wyatt Data Services 2007 Top Management Compensation Report." Comparisons included financial institutions with comparable assets and all industry data for companies with comparable sales volume. These surveys allow the Committee, with the aid of Smith Consulting, to consider the compensation practices of comparably sized companies.

        Our intention is to provide total compensation opportunity targeted at the 75th percentile of prevailing market compensation, and to pay that level of compensation only when the Company's financial goals are achieved or exceeded.

Governance of Compensation Programs

        Our CEO, in conjunction with human resources, develops recommended annual salaries, incentive targets and long-term incentive compensation for the named executive officers. Using the published survey and comparator group information described above under "Compensation Philosophy and Objectives," and based on competitive market information provided by the Committee's outside consultant, the Committee approves the annual salaries, incentive targets and long-term incentive compensation for the named executive officers.

        In 2006 and early 2007, with the advice of Smith Consulting, the Committee approved the terms of employment contracts negotiated with Messrs. Beaumont and Forsyth as being consistent with current market for their respective positions. The Committee also approved increases in Messrs. Willis' and Nord's base salaries. In Mr. Willis' case the increase represents the Committee's assessment of his


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performance and input from its consultant. In Mr. Nord's case the Committee considered Mr. Willis' recommendation and input from its consultant and increased his compensation over a two-year period because it believed that it was out of step with the market. Effective January 1, 2008 the Committee increased Mr. Willis' and Mr. Forsyth's base salary. On December 16, 2008 the Committee approved a revised Employment Agreement for Mr. Willis which superseded his previous agreement entered into in 2000.

Elements of Compensation

        Components of the total executive compensation package include:

        Base Salary:    Each officer's base salary is set on the basis of the Committee's assessment of salary levels in effect for comparable positions in the labor market, the officer's personal performance, and internal comparability considerations. The weight given these factors may vary from individual to individual. Base salaries are reviewed annually, and adjustments are made in accordance with the factors described above.

        Annual Incentive Compensation:    The Committee has established an annual incentive program designed to reward both the achievement of specific financial goals and individual performance. Executives participate in a company-wide bonus plan with each employee participant having an individual target bonus based on a percentage of base salary. The bonus plan rewards the achievement of a financial goal set by the Board on an annual basis. A "bonus pool" is determined in the annual budgeting process which will be funded if we achieve the financial goal.

        In 20072008 the bonus plan provided for a bonus pool based on the achievement of a return on common equity goal established by the Board. If the pre-established goal is achieved the bonus pool will be fully funded and all employees, including the executives, will receive essentially 100% of their target bonuses which range from 100% (in the case of the CEO) to 50% of base salary. If return on common equity is less than the pre-established goal the bonus pool is correspondingly reduced. If net income is less than 80% of this goal the bonus pool is eliminated and no bonuses are paid. Similarly, if the results exceed the goal, 20% of the profits in excess of the goal is added to the bonus pool. The bonus program also provides for a discretionary pool which is deducted fromto be distributed to all employees participating in the larger pool. This discretionary pool is allocated by the Committee based on evaluation of performance as recommended by the CEO.Company-wide plan.

        Long-term Incentive Compensation:    To reward executives for the long term growth in the value of the Company's shares, the Committee also makes annual long-term incentive grants.

        Prior to June 2006, stock options (non-qualified and incentive stock options) were the primary form of long-term incentives for our executives. Because the 1996 Stock Option Plan expired in June 2006, no option grants were made after that date. The stockholders approved the 2007 Incentive Stock Plan ("2007 Plan") at the 2007 Annual Meeting of Stockholders. Under the 2007 Plan, these awards may take the form of stock options, restricted stock, stock appreciation rights, or long-term cash incentives. The intent is to model awards under this program to provide potential gains that are competitive with those offered in comparable companies. The current expectation is that restricted stock awards will be the primary form of long term incentives for our executives.

        Employee Stock Purchase Plan:    With the exception of the CEO, whose ownership level precludes his participation under IRS regulations, our named executive officers, as well as all other eligible employees, may purchase Company shares at a discount under the Employee Stock Purchase Plan.

        Under the 1996 Employee Stock Purchase Plan (the "Purchase Plan") 175,000 shares of common stock have been reserved for issuance. Participants may purchase not more than 1,000 shares or $25,000 of common stock in any one calendar year. Each January 31 and July 31, shares of common stock are purchased with the employees' payroll deductions from the immediately preceding six months at a price per share of 85% of the lesser of the market price of the common stock on the purchase date or the


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market price of the common stock on the date of entry into an offering period. The weighted average



per share fair value of the employee's purchase rights under the Purchase Plan for the rights granted in 20072008 was $3.05.

        Although we do not have a specific policy requiring stock ownership, we believe that the Stock Purchase Plan encourages our executives to purchase shares of the Company's stock. All the eligible executives participate in the Purchase Plan. We encourage stock ownership in order to align our executives' interests with those of our stockholders.$2.77.

Executive Stock Ownership

        While the Company promotes share ownership by its executives, and encourages them to acquire shares through the Employee Stock Purchase Plan (in which all eligible executives participate) and long-term stock incentives in the form of restricted stock and stock options, there are currently no specific guidelines for executive ownership in relation to compensation.stock ownership.

Deferred Compensation

        We maintained a Deferred Compensation Plan through September 19, 2007. That Plan permitedpermitted participating executives to defer payment of up to 80% of their base salaries and/or part or all of their bonuses. Through the Deferred Compensation Plan, the Willis Lease Finance Corporation Deferred Compensation Plan Trust invested all deferred amounts in investment funds and horizon portfolios (compatible with the investment options under Section 401(k) of the Internal Revenue Code of 1986, as amended) pursuant to the election of each participant. The Compensation Committee determined the participant's "Annual Company Matching Amount" for any plan year to be added to the amount the participant elects to contribute from his/her salary and/or bonus. Such amounts are vested in accordance with a vesting schedule set forth in the Deferred Compensation Plan. In the 2007 fiscal year, we did not contribute any "Annual Company Matching Amount".

Mr. Willis was the only executive who elected to participate in the Deferred Compensation Plan. In 2006 he terminated his participation and in early 2007 withdrew the balance of his previous deferred compensation. As a result he has no accumulated deferrals. Because of the lack of utilization of the plan, it was terminated by the Board on September 19, 2007.

Severance Payments

        As described in detail below, employment contracts for Messrs. Willis, Beaumont, Forsyth, Nunemaker and Nord specify certain severance benefits to be paid in the event of an involuntary termination or termination after a change of control. Consistent with our compensation philosophy, the Committee believes that the interests of stockholders are best served if the interests of senior management are aligned with those of the stockholders. To this end, we provide enhanced change of control severance benefits to certain of our executive officers to reduce any reluctance of the executive officers to pursue or support potential change in control transactions that would be beneficial to our stockholders. The agreement to pay such severance resulted from negotiations of employment terms with our named executive officers. For further details, please refer to the section "Termination and Change in Control Payments" elsewhere in this proxy statement.

        The following table sets forth certain information with respect to the compensation of our Chief Executive Officer, Chief Financial Officer, and the three most highly compensated executive officers other than the CEO and CFO and one individual for whom information would have been provided but for the fact that he was not serving as an executive officer at the end of the year, based on total compensation for their services with us in all capacities.


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SUMMARY COMPENSATION TABLE

Name and Principal Position
(a)
Name and Principal Position
(a)
 Year
(b)		 Salary
($)
(c)		 Bonus
($)
(d)		 Stock
Awards
($)(1)
(e)		 Option
Grants
($)
(f)		 Non-Equity
Incentive
Plan
Compensation
($)(3)
(g)		 Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)		 All Other
Compensation
($)(4)
(i)		 Total
($)
(j)		 

Charles F. Willis, IV

  2006  618,125  —  —  —  584,391  —  38,011(5) 1,240,527 
 

PRES., CEO

  2007  650,000  —  88,559  —  920,527  200,379  53,486(5) 1,912,951 

  2008  682,500  —  565,000  —  1,275,475  —  113,439(5) 2,636,414 

Bradley S. Forsyth

  
2006		  
—		  
—		  
—		  
—		  
—		  
—		  
—		  
—		 
 

SVP, CFO

  2007  230,000  —  20,891  —  245,435  —  57,966(6) 554,292 

  2008  260,000  —  147,733  45,200(2) 291,537  —  8,002  752,472 

Donald A. Nunemaker

  
2006		  
297,275		  
—		  
—		  
—		  
238,894		  
—		  
19,423		  
555,592		 
 

EVP, GM-Leasing

  2007  297,275  —  13,511  —  210,500  —  24,287(5) 545,573 

  2008  297,275  —  100,788  —  277,778  —  21,991(5) 697,832 

Thomas C. Nord

  
2006		  
237,040		  
—		  
—		  
—		  
113,914		  
—		  
12,850		  
363,804		 
 

SVP, GC, Sec.

  2007  265,000  —  26,341  —  187,646  —  13,527  492,514 

  2008  290,000  —  158,487  —  270,980  —  14,164  733,631 

Judith M. Webber

  
2006		  
168,050		  
—		  
—		  
—		  
47,664		  
—		  
9,810		  
225,524		 

SVP, Technical Svcs.

  2007  173,537  —  7,632  —  88,729  —  10,972  280,870 

  2008  190,000  —  50,054  —  106,523  —  10,972  357,549 

Lee G. Beaumont

  
2006		  
182,474		  
—		  
—		  
—		  
150,580		  
—		  
35,284
(7)		 
368,338		 

EVP, COO

  2007  360,000  —  27,340  241,500(2) 433,355  —  27,762(5) 1,089,957 

  2008  297,050  —  76,320  —  —  —  775,543(5)(8) 1,148,913 
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock
Awards
($)(1)
(e)
Option
Grants
($)
(f)
Non-Equity
Incentive Plan
Compensation
($)(3)
(g)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)
All Other
Compensation
($)(4)
(i)
Total
($)
(j)
Charles F. Willis, IV
    PRES., CEO		2006
2007		618,125
650,000		—
—		—
88,559		—
—		584,391
920,527		—
200,379		38,011
53,486		(5)
(5)		1,240,527
1,912,951

Bradley S. Forsyth
    SVP, CFO

2006
2007

—
230,000

—
—

—
20,891

—
—

—
245,435

—
—

—
57,966

(6)
—
554,292

Lee G. Beaumont
    EVP, COO

2006
2007

182,474
360,000

—
—

—
27,340

—
241,500

(2)
150,580
433,355

—
—

35,284
27,762
(7)
(5)
368,338
1,089,957

Donald A. Nunemaker
    EVP, GM-Leasing

2006
2007

297,275
297,275

—
—

—
13,511

—
—

238,894
210,500

—
—

19,423
24,287

(5)
555,592
545,573

Thomas C. Nord
    SVP, GC, Sec.

2006
2007

237,040
265,000

—
—

—
26,341

—
—

113,914
187,646

—
—

12,850
13,527

363,804
492,514

Option Awards

(1)
The amounts in this column represent the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with SFAS 123(R). These amounts may reflect options and awards granted in years prior to 2007.2008.

(2)
Payment under Stock Appreciation Right.

Annual Incentive Program

(3)
Reflects cash bonuses paid to our named executive officers pursuant to the annual incentive program. For a description of the program, see "Compensation of Executive Officers—Compensation Discussion & Analysis—Elements of Compensation—Annual Incentive Compensation" elsewhere in this proxy statement.

All Other Compensation

(4)
Unless otherwise noted, amounts shown represent the following payments made on behalf of the officers: a 401(k) matching contribution, life insurance premium, and perquisites (if applicable).

(5)
As part of an employment agreement executed in 2000,2008, Mr. Willis is provided a company car, three club memberships to facilitate his role as a Company representative in the community, and financial, tax and estate planning services with a maximum value of $15,000$30,000 per year. The amount