UNITED STATES

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

WILLIS LEASE FINANCE CORPORATION

NOTICE OF 20142016 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

You are cordially invited to attend the 20142016 Annual Meeting of Stockholders of WILLIS LEASE FINANCE CORPORATION, which will be held at our executive offices at 773 San Marin Drive, Suite 2215, Novato, California, 94998 at 2:00 p.m. local time on Thursday, May 29, 2014.26, 2016. Directions to attend the Annual Meeting, where you may vote in person, can be found on our website:www.willislease.com (see "Investors"“Investors”).

In addition to any other business that may properly come before the meeting or any adjournment or postponement thereof, the following proposals are to be voted on at the Annual Meeting:

•

To elect two Class I Directors to serve until the 2017 Annual Meeting of Stockholders: Robert T. Morris and W. William Coon, Jr. The Board of Directors recommends that you vote FOR this proposal.



•

An advisory vote on executive compensation as disclosed in this proxy statement. The Board of Directors recommends that you vote FOR approval of such executive compensation.



•

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm. The Board of Directors recommends that you vote FOR this proposal.

The Board of Directors has fixed the close of business on April 1, 20142016 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 20142016 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 20142016 Annual Meeting of Stockholders. You may revoke your proxy at any time prior to the time it is voted.

The proxy material is being mailed to you on or about April 28, 2014.29, 2016. Please read the proxy material carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented.

April 25, 2014

WILLIS LEASE FINANCE CORPORATION

PROXY STATEMENT

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You should read thethis entire proxy

statement carefully prior to returning your proxy

PROXY STATEMENT

FOR
2014

2016 ANNUAL MEETING OF STOCKHOLDERS

OF

WILLIS LEASE FINANCE CORPORATION

To Be Held on May 29, 201426, 2016

SOLICITATION AND VOTING OF PROXIES

General

General

This proxy statement is furnished in connection with the solicitation by the Board of Directors (also referred to as the "Board"“Board”, “Directors”, or individually, “Director”) of WILLIS LEASE FINANCE CORPORATION ("(“we," "us," "our," "Willis Lease"” “us,” “our,” “Willis Lease” or the "Company"“Company”) offor proxies to be voted at the 20142016 Annual Meeting of Stockholders, which will be held at 2:00 p.m. local time on Thursday, May 29, 201426, 2016 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 20142016 Annual Meeting of Stockholders.

This proxy statement is being mailed to stockholders on or about April 28, 2014.29, 2016. Our 20132015 Annual Report is being mailed to stockholders concurrently with this proxy statement. You should not regard the 20132015 Annual Report as proxy soliciting material or as a communication by means of which any solicitation of proxies is to be made.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting to be held on May 29, 2014:
26, 2016:

The Proxy Statement and the 20132015 Annual Report are also available at

https://materials.proxyvote.com/970646.

Voting

Voting

The close of business on April 1, 20142016 is the record date for determining whether you, in your capacity as a stockholder, are entitled to notice of and to vote at the 20142016 Annual Meeting of Stockholders. As of that date, we had 8,436,0287,368,654 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 20142016 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.

Shares of our common stock represented by proxies which are properly executed and returned to us on the accompanying proxy card will be voted at the 20142016 Annual Meeting of Stockholders in accordance with the instructions you markmarked 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'sBoard’s nominees as Class IIII Directors, and in favor of Proposals 2 and 3.Proposal 2. In the election for Directors (Proposal 1), the nominees for Class IIII Directors receiving the

highest number of affirmative votes will

Board meetings during 2013 partly as a result of scheduling conflicts with his military commitment (described in more detail under "Principal Occupations, Background and Qualifications of Director Nominees and Continuing Directors").

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, 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

 Director

Chairman Charles F. Willis, IV and Director Robert T. Morris attended the 20132015 Annual Meeting of Stockholders; ourStockholders. Our other Directors did not attend. Weattend, and we have no policy requiring Board 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 standards.standards (the “Audit Committee” and the “Compensation Committee”, respectively).

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 notAs there is no such established such a committee, and thereforethe Company 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. And although not part of any formal policy, our goal is a balanced and diverse Board, with members whose skills, background and experience are complementary and, together, cover the spectrum of areas that impact our business. 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.

As 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,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'syear’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 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

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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'sNASDAQ’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 registered public accounting firm 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 (Chair), W. William Coon, Jr. and Hans Joerg Hunziker.Hunziker and Robert J. Keady. 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 20132015 fiscal year. The Audit Committee'sCommittee’s charter is available on the Company'sCompany’s web site (www.willislease.com).

The Compensation Committee reviews and approves our compensation arrangements for executive officers and administers the Company’s 2007 Incentive Stock Plan, amended and restated with the approval of the Shareholders at the 2015 Annual Meeting (the “2007 Incentive Plan.Stock Plan”). The Compensation Committee currently consists of Directors Hans Joerg Hunziker (Chair), W. William Coon, Jr.,Robert J. Keady and Robert T. Morris. The Compensation Committee held sevenfive meetings during the 20132015 fiscal year. For additional details, see "Compensation“Compensation of Executive Officers—Officers — Compensation Discussion and Analysis"Analysis” elsewhere in this proxy statement. The Compensation Committee'sCommittee’s charter is available on the Company'sCompany’s web site (www.willislease.com).

The Board of Directors may also establish a committee of independent Directors, as defined by the NASDAQ listing standards, to address specific issues from time to time. In 2013,2015, such a committee was established to review and oversee the transaction with J.T. Power describedCompany’s modified “Dutch Auction” tender offer, which resulted in more detail under "Certain Relationships and Related Transactions."the Company’s repurchase of 643,821 shares of the Company’s common stock. 

Board Leadership Structure

Our companyCompany is led by its founder, Charles F. Willis, IV, the founder of the Company, who serves as our Chairman of the Board and Chief Executive Officer. This approach is commonly utilized by public companies in the United States and we believe it has been effective for our companyCompany as well. Serving in both these roles since the Company was founded has allowed Mr. Willis to be seen by participants in the aviation industry and by our customers, business partners, investors and the other stakeholders as providing strong leadership for our companyCompany and in our industry. The Board believes that his combined role is the optimal structure for us and our stockholders because it enables decisive leadership, ensures clear accountability and enhances our ability to consistently communicate our message and strategy to all of our stakeholders. Moreover, Mr. Willis possesses detailed and in-depthin‑depth knowledge of the issues, opportunities and challenges facing us and our business and, therefore, is best positioned to develop agendas that focus the Board'sBoard’s time and attention on the most critical matters, while minimizing the potential for confusion or duplication of efforts. We recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. We believe that our current Board leadership structure is optimal for us because it demonstrates to our employees, suppliers, customers and other stakeholders that Willis Lease is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations.

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We have not appointed an independent Board chairman or lead independent Director, as we believe that the members of our Board and the two standing Board Committees consisting of independent Directors provide an appropriate level of oversight. In this regard, the Audit Committee oversees the accounting and financial reporting processes, as well as risk, legal and compliance matters. The Compensation Committee oversees the compensation of our Chairman and Chief Executive Officer, and upon the recommendation of the Chief Executive Officer,CEO, the compensation of the other Named Executive Officers.Officers (“NEOs”). Each of these Committees is led by a chairperson other than the Chairman and Chief Executive OfficerCEO and, as discussed in more detail in this proxy, the entire Board of Directors is actively involved in overseeing our risk management. The entire Board, or, as appropriate, the independent Directors, monitors matters such as the composition of the Board and its committees, Board performance and "best practices"“best practices” in corporate governance. Our independent Directors also conduct meetings in executive session. These meetings are typically held in conjunction with Board meetings. In 2013 one2015 three Board meetingmeetings included an independent Directors'Directors’ session. This allows Directors to speak candidly on any matters of interest without the Chief Executive Officer or

other managers present. We believe this framework strikes a sound balance with appropriate oversight and that appointing an independent Board chairman would not improve the performance of the Board in a material way.

The Board'sBoard’s Role in Risk Oversight

It is management'smanagement’s responsibility to manage risk and bring to the Board'sBoard’s attention the most material risks to the Company. Our Board, including through the Audit Committee and Compensation Committee, each of which are comprised solely of independent Directors, regularly reviews various areas of significant risk to the Company, and advises and directs management on the scope and implementation of policies, strategic initiatives and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by the full Board include competition risks, industry risks, economic risks, liquidity risks, business operations risks and risks related to acquisitions and dispositions. Our Audit Committee regularly reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures. Specific examples of risks primarily overseen by the Audit Committee include risks related to the preparation of Willis Lease'sLease’s financial statements, disclosure controls and procedures, internal controls and procedures required by the Sarbanes-OxleySarbanes‑Oxley Act and the Dodd-FrankDodd‑Frank Act, accounting, financial and auditing risks, treasury risks (insurance, credit and debt), risks posed by significant litigation matters, risks associated with proposed affiliate transactions, and compliance with the Company's CodeCompany’s Standards of EthicsEthical Conduct Policy and other applicable laws and regulations. The Compensation Committee reviews and evaluates risks related to the attraction and retention of talent, risks associated with management succession planning, and risks related to the design of compensation programs established by the Compensation Committee for our executive officers. The Compensation Committee has determined in its reasonable business judgment that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

Director Compensation

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

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Biographical Information

Principal Occupations, Background and Qualifications of Director Nominees and Continuing Directors

Charles F. Willis, IV is the founder of Willis Lease, has served as Chief Executive Officer and a Director since our incorporation in 1985, served as President until July 2011 (when Donald A. Nunemaker was promoted to that position), and has served as Chairman of the Board of Directors since 1996. Mr. Willis has over 4045 years of experience in the aviation industry. From 1975 to 1985, Mr. Willis served as presidentPresident of Willis Lease'sLease’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 flight operations, sales and marketing departments. As our founder and Chief Executive Officer, Mr. Willis brings to the Board significant senior leadership, sales and marketing, industry, technical and global experience, and a deep institutional knowledge of the Company, its operations and customer relations.

Hans 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. Since 2002, Mr. Hunziker has been the owner and CEO of AllJets AG (formerly known as HLF Aviation GmbH (formerly known asand Hunziker Lease & Finance), a company he founded in Switzerland whichthat 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 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 master'smaster’s 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 Directordirector of Willis Lease, he was Chairman of the Board of Flightlease Holdings (Guernsey) Limited (and a Directordirector 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

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was a member of the Board of Directors of Jetbird AG from 2006-2009, and was also previously a member of the Board of Directors of each of FlightTechnics LLC, Delaware, Swissport Brazil Ltd., Polygon Insurance Company Ltd. and Gotland Shipping AG. Mr. Hunziker brings to the Board a high level of financial sophistication, broad international exposure and significant experience in commercial aviation and the aviation equipment leasing industry.

W. William Coon, Jr.Robert J. Keady was elected to the Board in February 2015 and re-elected at the 2015 Annual Meeting. Mr. Keady founded and currently serves as the President of Eastern Aviation Consulting Group, LLC, a company that provides consulting services for several aerospace and aviation firms. Prior to Eastern Aviation Consulting Group, LLC, Mr. Keady spent 3433 years at GE AircraftPratt & Whitney Commercial Engines, ("GEAE"), a division of General Electric Company (NYSE:GE), where he served as Vice President, Business Development & Marketing, as well as in numerous other senior management positions. Prior to retiring from GEAEEastern Aviation Consulting Group’s client list has included major aviation manufacturers as well as a diverse client base of maintenance, repair and operations companies and services providers.  Mr. Keady received his BA 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. In addition to those executive positions, Mr. Coon was a Director of each of T Group America and Flight Technics from 2003 through 2007. Mr. Coon holds a Bachelor of Science Degree in Aeronautical EngineeringSociology from the University of MichiganNotre Dame and a Master of Business AdministrationScience in Management from XavierPurdue University. Mr. CoonKeady brings to the Board a valuable technical literacy, knowledgean in-depth understanding of an important manufacturer and supplier of enginesexperience in the engine, airline, lessor and MRO industries.

Robert T. Morris was elected to the Company, and familiarity with the needs of the Company's commercial airline customer base.

Robert T. MorrisBoard in October, 2006. He is currently President of Robert Morris & Company, a company he founded in 1992. HeMr. Morris 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 master'smaster’s degree from the American Graduate School of International Management and a Bachelor of Arts Degree from the University of Denver with majors in Economics, Political Science and History. Mr. Morris brings to the Board considerable expertise in the aviation equipment leasing industry, with a focus on finance and risk evaluation.

Austin C. Willis was elected to the Board in December 2008. Mr. Willis was the founder of J.T. Power LLC, a privately held company engaged in the business of selling commercial jet turbine engine parts and leasing commercial aircraft. In 2013, the Company purchased certain assets and hired employees from J.T. Power, as part of our launching of Willis Aeronautical Services, Inc. Mr. WillisHe served as J.T. Power's presidentPresident from its founding in 2004 until 2012 when day-to-day management as presidentPresident of J.T. Power was transitioned to another individual with Mr. Willis continuing as Chief Executive Officer. This transition was implemented to facilitate Mr. Willis' enlistment in the U.S. armed forces in 2012. He has completed his basic training and is undergoing the selection process to determine his duties in the immediate future. The Board is fully supportive of Mr. Willis' decision to enter into military service and his efforts to continue fulfilling his duties as a member of the Board while undergoing his military training.Board. In addition to his duties with J.T. Power and the U.S. armed forces, Mr. Willis has invested in commercial real estate in south Florida since 2013. Since 2006 Mr. Willis has also owned and served as Chief Executive Officer of Aviation Management LLC, an aviation consulting firm.firm, which Mr. Willis sold in 2014. Mr. Willis holds a bachelor'sbachelor’s 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. Mr. Willis brings to the Board familiarity with the aviation industry generally, with a focus on the after-marketafter‑market disposition of the aircraft engines and parts whichthat comprise the Company'sCompany’s engine portfolio.

PROPOSAL 1

ELECTION OF TWO CLASS IIII DIRECTORS

Our Board is divided into three classes, each class having a three-yearthree‑year term that expires in successive years. At the 20142016 Annual Meeting of Stockholders, two Directors will be elected in Class I,III, to serve a three-yearthree‑year term expiring at the 20172019 Annual Meeting of Stockholders or until succeeded by another qualified Director who has been duly elected.

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The nominees for Director in Class IIII are Robert T. MorrisCharles F. Willis, IV and W. William Coon, Jr.Hans Joerg Hunziker.

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 20142016 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"“FOR” THE ELECTION OF THE NOMINEES AS CLASS IIII DIRECTORS.

EXECUTIVE OFFICERS OF WILLIS LEASE FINANCE CORPORATION

Our current executive officers areand their respective ages as follows:of April 1, 2016 were as listed below.

Donald A. NunemakerBrian R. Hole has been with us since July 1997joined Willis Lease in August 2014 and currently serves as our President.was promoted to President on April 1, 2016. Prior to his appointment as President, he served as General Manager—Leasing until July 2011, 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 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 a Master of Business Administration degree from Indiana University.

Bradley S. Forsyth, who currently serves as our Senior Vice President & Chief Investment Officer. Formerly, Mr. Hole was Owner and Chief Financial Officer, joined usPresident of Aviation Opportunity Management LLC, where he advised bank, private equity and alternative investment funds regarding investment in January 2007, bringing more than 14 yearslarge commerical aircraft and engines. Prior to starting his own business, from 2008 to 2012, Mr. Hole served as an attorney for United Technologies Corporation, Pratt & Whitney Division, where he worked with the Commerical Engines Group in assisting with the next generation product family of experience inengines, and specifically, on the finance and aviation industries. Mr. Forsyth is responsiblepartnership for the capital markets, finance, treasury, accounting, risk managementPW1100G engine on the Airbus A320neo family of aircraft and systems functions of the Company. Prior to joining Willis Leaseat IAE International Aero Engines, where he structured and negotiated engine sales and aftermarket programs as well as spare engine and aircraft financings. Mr. Hole earned his undergraduate degree from 1994 to 2006, he served as Vice President of Finance for Standard Aero, an international aviation maintenance, repairGeorgetown University and overhaul services provider, providing financial management support to nine business unitsa law degree, with $800 million in annual sales. Prior to that, he was with PriceWaterhouse (now PricewaterhouseCoopers) practicing in their audit and tax departments. He is a Chartered Accountant and graduatedhigh honors, from the University of Manitoba with a BachelorConnecticut School of Commerce degree.

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    Ernest J. Furtado joined us in February 2016 and serves as our interim Chief Financial Officer. Prior to joining the Company, Mr. Furtado was with Textainer Group Holdings Limited, the world's largest lessor of intermodal shipping containers (NYSE:TGH), from 1991 through 2015, where heheld positions including Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Secretary. Prior to joining Textainer, Mr. Furtado was Controller for Itel Container. Mr. Furtado was also a Manager of Internal Audit for Wells Fargo Bank and worked as a Certified Public Accountant at John F. Forbes & Co. Mr. Furtado is a Certified Public Accountant and holds a B.S. in business administration from the University of California at Berkeley and an M.B.A. in information systems from Golden Gate University.

Dean M. Poulakidas joined Willis Lease in September 2011 and currently serves as our Senior Vice President, General Counsel and Corporate Secretary. Prior to his appointment as General Counsel, he served as Senior Counsel until March 31, 2013. Formerly, Mr. Poulakidas was Vice President and Corporate Counsel with International Lease Finance Corporation (ILFC), where he managed a wide variety of aviation transactions working with airlines, manufacturers, purchasers, financiers, service providers and aviation authorities in many jurisdictions. Prior to ILFC, he was a corporate attorney at Pillsbury Madison & Sutro, where his transactional experience included international and domestic joint ventures, mergers and acquisitions. Mr. Poulakidas earned his undergraduate degree from the University of California at Los Angeles, his masters degree from Columbia University and his law degree from the University of California'sCalifornia’s Hastings College of Law in San Francisco.Law.

Judith M. WebberAnthony R. Spaulding, our Senior Vice President, Technical Services, has been with us since 1996.2012. Immediately prior to joining us, shehe was Powerplant Technical Services Manager at Hawaiian Airlines for 9 years. Ms. Webberwith Pratt & Whitney Commercial Engines where he spent seven years in various roles of increasing responsibility within Pratt & Whitney and the International Aero Engine Consortium. Mr. Spaulding also worked for a number of years inContinental Airlines where he managed all the Canadian high arctic and northern Canada. Additionally Ms. Webber spent time working in the Caribbean as Chief Engineer for a local airline and also served for 2 years as an Airworthiness Inspector for Transport Canada. Ms. Webber currently has more than 46 years' experience in aircraft andoutsourced engine maintenance ranging from widebody aircraft and engines to small turbo props. She holds an FAA Airframe and Powerplant certificate and previously held both Transport Canada and British CAA Aircraft Maintenance Engineer licenses. Ms. Webber started herfor the airline’s fleet of over 350 aircraft. Mr. Spaulding began his 30-year aviation career by serving as an Aircraft PropulsionAirframe and Powerplant Technician in the Royal Air Force.United States Navy. Mr. Spaulding earned his undergraduate degree in Aeronautics and his Masters in Business Administration/Aviation from Embry Riddle Aeronautical University, Daytona Beach, FL. He holds a FAA Airframe and Powerplant License as well as his FAA Private Pilot License.

Certain NEOs not included in the above table, but referenced in this proxy, are no longer executive officers at the Company. Donald A. Nunemaker retired from his position as President of the Company effective March 31, 2016. Bradley S. Forsyth resigned as our Chief Financial Officer (“CFO”) effective February 22, 2016. Effective, January 15, 2016, Judith Webber retired from her position as the Company’s Senior Vice President, Technical Services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of April 15, 20142016 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 (including a former officer) listed in the Summary Compensation Table; and (iv) all Directors and Executive Officers (including a former officer) 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.

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As of April 15, 2014,2016 we had 8,431,7087,347,075 shares of common stock, $0.01 par value, issued and outstanding.

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 for the fiscal year ended December 31, 2013,2015, we believe that during the fiscal year ended December 31, 20132015 and through April 15, 2014, that the following2016, our Directors, executive officers filed the following late reports: Mr. Willis—seven late reports (three reportsand holders of more than ten percent of our common stock complied with respect to three 2013 transactions and four reports with respect to six 2012 transactions); Mr. Nunemaker—fourteen late reports (twelve reports with respect to thirty-six 2013 transactions and two reports with respect to sixteen 2012 transactions); Mr. Forsyth—seven late reports with respect to ten 2013 transactions; Mr. Poulakidas—one late report with respect to one 2013 transaction; Ms. Webber—two late reports with respect to two 2013 transactions; Mr. Johnson—one late report with respect to one 2013 transaction; and Mr. Thomas Nord, our former General Counsel—one late report with respect to one 2013 transaction.

        In March 2014, the staff of the Securities and Exchange Commission ("SEC"), the Company and three of its current executive officers (Messrs. Willis, Forsyth, and Nunemaker) entered into an agreement in principle to settle an administrative proceeding alleging that in certain instances they had failed to timely file public reports of the officers' stock ownership. The officers had the understanding that the reports were being timely filed by its legal department, and the Company has since hired a new General Counsel and taken remedial steps to ensure ongoing compliance withall applicable Section 16(a) filing deadlines. The Company understands that this is part of a broad SEC review of purportedly late filings by multiple public companies and certain of their officers and directors. The Company agreed to pay a civil penalty of $150,000, and the individuals have agreed to pay $75,500, $25,000, and $25,000, respectively, all without admitting or denying the allegations. The settlements are subject to approval by the SEC. The Company does not expect this matter to materially impact its business or operations.

requirements.

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COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND 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 "Compensation Committee") oversees the design and administration of our executive compensation programs. The Compensation Committee is currently comprised of three independent Directors: Hans Joerg Hunziker (Chair), W. William Coon, Jr.,Robert J. Keady and Robert T. Morris. The Compensation Committee meets formally at least twice per year, and more often if needed. Each meeting agenda includes an executive session with no member of management present. The Compensation Committee'sCommittee’s charter is available on the Company'sCompany’s web site(www.willislease.com).

2013

2015 Performance Overview

 The Company took a variety of steps in expanding and developing its business and positioning

In 2015 the Company for future growth. The Company performed wellsaw record revenues driven through improvements in 2013, significantly increasing profitability from 2012,our global sales force, portfolio utilization, maintenance reserve management and executing on a number of strategies to capitalize on future growth opportunities. Set forth below are sometrading volume. Highlights of our more notable accomplishments for 2013:2015 financial and operational performance include:

•

Grew the lease portfolio to $1.03 billion, an increase of 7.4% from last year



•

Increased the size

·

Total revenues grew 14.5% to $199.6 million in 2015, fueled by higher portfolio utilization, our growing lease portfolio and higher spare parts and equipment sales.

·

Average utilization improved to 87% for 2015 from 83% in 2014. Utilization at year-end was 90% compared to 79% a year ago.

·

The owned lease portfolio grew 5.3% in 2015 to $1.123 billion from $1.066 billion a year ago, with $171 million in acquisitions compared to acquisitions of $112 million in 2014.

·

Tangible book value per share increased 7.2% to $27.86 at December 31, 2015, compared to $25.99 a year ago.

·

Cash provided by operating activities increased during 2015 to $109.1 million or 74.0% from $62.7 million during 2014.

   We feel each of the engine lease portfolio ofabove items contributed to our superior return to our shareholders, with 11% annualized return over the Willis Mitsui joint venture by more than $100 million



•

Launched Willis Aeronautical Services, Inc. to provide end-of-life solutions for aviation materialsprior three years and services related to aircraft engines



•

Integrated9% annualized return over the assets and personnel of J.T. Power into the newly formed Willis Aeronautical Services, Inc.



•

Increased our portfolio utilization to 86% by year-end as compared to an average 83% for 2012



•

Expanded the Company's revolving credit facility to $450 million to support growth in the lease portfolio



•

Following the sale of aircraft and engines to Hawaii Island Air, the Company booked a $1.9 million profit in the third quarter bringing the Company's long-term investment in these assets to a successful conclusion



•

Increased the Company's share price more than 21% in theprior five year period (both ending December 31, 2013 and at an annualized rate of over 13% per year over the past five years ending December 31, 2013.

 2013 was a positive year for the Company in that both its portfolio size and utilization increased compared to the prior year. The Company, together with its joint venture with Mitsui & Co., Ltd., Willis Mitsui & Co Engine Support Limited, also closed the largest sale-leaseback transaction in its history, purchasing nineteen spare engines of varied model types, all on long-term leases with Scandinavian Airlines. The Company also continued to help grow Willis Mitsui & Co Engine Support Limited to more than $239 million of assets by March 2014. Additionally, the Company purchased certain assets and hired the employees of J.T. Power, in launching the Company's wholly-owned subsidiary, Willis Aeronautical Services, Inc., which will focus on after-market solutions to the Company's and third party assets.

Results from Our ShareholderStockholder Advisory Vote

The Compensation Committee carefully considers feedback from the Company'sCompany’s stockholders regarding the Company'sCompany’s executive compensation program, including the results of the stockholders'stockholders’ advisory vote on executive compensation at the 20112014 annual meeting which was approved by more than

99% 85% of the votes cast. In accordance

with the preference which received the most votes cast at the 2011 annual meeting among the alternatives regarding the frequency of future advisory votes on executive compensation, the Board decided that future advisory votes on executive compensation would be submitted to stockholders every three years. Accordingly, Proposal 2 of this proxy statement sets forth the advisory vote on executive compensation. Stockholders will next have an advisory vote on executive compensation as well as a vote on the preferred frequency of future advisory votes on executive compensation at the 2017 annual meeting of stockholders. Stockholders are invited to express their views to the Board regarding executive compensation as well as other matters as described in this proxy statement under the heading "Communications“Communications with the Board"Board”.

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'sCompany’s performance and executive pay, and to provide stockholders with a superior rate of return. It is the Compensation Committee'sCommittee’s philosophy to link the Named Executive Officers'Officers’ compensation to corporate performance. The individual elements of compensation are areas addressed differently. Base salaries should be sufficiently competitive to attract and retain highly capable executives; annual incentive bonuses are intended to reward meeting or exceedingbudgeted earnings and other established goals each year; long-termlong‑term incentives, now primarily in the form of grants of restricted stock, are intended to align executive and stockholder interest, reward long term growth of revenues and earnings, and provide an incentive for key executives to stay with the organization over the long term.

The charts below show that a significant portion of our CEO'sCEO’s and nearlyslightly less than half of our other Named Executive Officers' ("NEOs")Officers’ target total direct compensation (salary,(current salary, target annual cash incentives, and long-termthe three-year average long‑term equity awards)award values) is variable, or "at-risk"“at‑risk” or focused on long-term results. "At-risk"long‑term results (“at‑risk” actual compensation as a percentage of total actual direct compensation is lower due to the limited bonus payments made in 2015). “At‑risk” pay is tied to the achievement of corporate and individual performance or share price performance.

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Compensation Committee Process for Establishing Pay

The Compensation Committee retains compensation consultants from time to time to evaluate executive compensation levels and advise on specific programs. Those compensation consultants report directly to the Compensation Committee. During 2013, the Compensation Committee retained Smith Compensation Consulting to advise on various compensation issues. For 2014,2015, the Compensation Committee retained Pearl Meyer & Partners ("Pearl Meyer") to advise on various compensation issues. Pearl Meyer has provided the Compensation Committee information regarding its independence as an advisor, including the fact that it has no other contract or business relationship with Willis Lease, and the Compensation Committee took that information into account in concluding that there was no conflict of interest within the meaning of Section 10C-1 ofRule 10C‑1 under the Securities Exchange Act of 1934 affecting Pearl Meyer'sMeyer’s independence.

The base salary, annual incentive compensation and long-termlong‑term incentive compensation of the Named Executive Officers are determined in part by the Compensation Committee reviewing data on prevailing compensation practices of comparable companies with whom we compete for executive talent and evaluating such information in connection with our corporate goals and compensation practices. The Compensation Committee considers various

sources of data when determining executive compensation levels, including compensation data from a sampling of public companies and public compensation surveys.

However, it is difficult to determine a precise peer group of publicly-heldpublicly held companies because the vast majority of the Company'sCompany’s direct competitors are business units within much larger corporations, such as General Electric, United Technologies and Bank of Tokyo Mitsubishi, such that the heads of the leasing divisions do not appear in proxy statements as Named Executive Officers. Therefore,Other direct competitors are internationally based, where compensation programs are not comparable due to the fact that components of compensation are often driven by the cultural norms and local tax implications. In 2014, the Compensation Committee, makes its decisions based primarily on itswith the assistance of Pearl Meyer, reviewed the approach to identify companies for compensation comparison (“2014 Comparator Companies”) to supplement the Committee’s understanding of compensation policies and practices in theof aviation servicesleasing and leasing markets, generally, and for companies of comparable size. With the help of its prior compensation consultant, Smith Compensation Consulting, the Company previously developed information on executive pay practices in (i) public financial services and leasing companies and (ii) other public companies that are generally representative of the market in which the Company competes for talent. For fiscal year 2013, the sample of companies consisted of the following companies:

finance competitors. In selecting the public companies for inclusion in the sample,as 2014 Comparator Companies, the following factors were considered: industry, geographic location, neta more analogous range of annual revenues market capitalization, and whether the company may compete against us for executive talent. For fiscal year 2012, these companies ranged in annual revenue from approximately $56($30 million to $1.42 billion (median$600 million), business operation (leasing, distribution, or support services), and location. The approved 2014 Comparator Companies include:

In 2015, Pearl Meyer evaluated our group of $282 million)2014 Comparator Companies and market capitalization from less than $1 millionpresented a revised group to $2.8 billion (medianthe Committee for consideration and approval. The Compensation Committee approved the exclusion of $444 million).three previously selected comparators due to size, specifically: Heartland Express, Inc.; Infinera Corporation; and Mitcham Industries Inc. The Compensation Committee also approved the addition of three new comparitors, including: Neff Corp.; On Deck Capital, Inc.; and NewStar Financial, Inc.

Our general guideline is to provide a total compensation opportunity that is reasonable. The Compensation Committee does not seek to specifically benchmark compensation based upon the sample companies reviewed nor does the Compensation Committee employ any other formulaic process in making compensation decisions. Rather the Compensation Committee uses its subjective judgment based upon a review of all information, including an annual review for each officer of his or her level of responsibility, contributions to our financial results and our overall performance. The

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Compensation Committee makes a generalized assessment of these factors and this information is not weighted in any specific manner. Actual compensation packages may vary based on the Compensation Committee'sCommittee’s and Mr. Willis'Willis’ subjective evaluation of each executive'sexecutive’s performance and potential as well as the Company'sCompany’s overall financial position and performance.

Governance of Compensation Programs

Our Chief Executive Officer, in conjunction with our human resources department, develops recommended annual salaries, incentive targets and long-termlong‑term incentive compensation for the Named Executive Officers. After reviewing the survey and peer group information described above under "Compensation“Compensation Philosophy and Objectives"Objectives” and the market information provided by the Compensation Committee'sCommittee’s outside consultant, the Compensation Committee determines in its subjective judgment the annual salaries, incentive targets and long-termlong‑term incentive compensation for the Named Executive Officers.

Elements of Compensation

Each element of compensation has a different purpose, although in combination they are intended to make sure that Willis Lease has a competitive compensation package that attracts top talent and provides incentives that

encourage a high level of short-short‑ and long-termlong‑term performance for the benefit of stockholders. The Compensation Committee looks at these elements both individually (to ensure that each element is achieving its objective) and collectively (to ensure that the total compensation package is competitive). Components of the total executive compensation package, the details of which are discussed below, generally include (i) base salary, (ii) annual incentive compensation in the form of cash bonuses, (iii) long-termlong‑term incentive compensation in the form of restricted stock, (iv) participation in the Company'sCompany’s employee stock purchase plan and other employee benefit plans and programs, and (v) in some cases, severance payments to be made upon an employment termination or change of control of the Company.

The Compensation Committee'sCommittee’s subjective determinations for 20132015 compensation took special note of Named Executive Officers'Officers’ contribution to the transactions and other strategic initiatives set forth in the "2013“2015 Performance Overview"Overview” above.

Base Salary:  Each officer'sofficer’s base salary is set on the basis of the Compensation Committee'sCommittee’s assessment of salary levels in effect for comparable positions in the labor market, the officer'sofficer’s personal performance, and considerations of any special internal responsibilities. Specifically, as the Company is different in some respects from the other industrial and financial companies in the survey samples, and as to some degree responsibilities of the Company'sCompany’s executive officers differ from those in typical companies, the Compensation Committee gives some consideration to internal responsibilities when determining salaries. The weight given to these various factors may vary from individual to individual.

Base salaries are reviewed annually each year after updated peer company salary information becomes available, and adjustments are made in accordance with the factors described above. Base salary increases depend in part on market competitiveness, time in position, individual performance and growth during the year, and expected future performance. For 2013,In 2015, the Compensation Committee approved an increase of 10% to Mr. Willis received increases to his annualNunemaker’s base salary, to reflect his ongoing excellent performance and efforts in furtherance of certain key transactions undertaken by the Company during 2013 with a view towards placing the Company in an improved strategic position in the coming years. Mr. Poulakidas' salary was increased upon his assumptionas part of the General Counsel role and responsibilities. NoCompensation Committee’s approved incentive to retain Mr. Nunemaker as President through March 31, 2016. There were no increases in base salaries for the other executive officer's salary was increased.officers in 2015.

Annual Incentive Compensation:  Target bonus percentages for each of the Named Executive Officers started with the target bonus percentage set forth in their respective employment agreements, which percentages were determined in part by compensation negotiations at hire and in part by evaluating target incentive levels in the prevailing market. (See "Compensation“Compensation Philosophy and

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Objectives" Objectives”.) The employment agreement for Messrs. Willis, Forsyth, and Poulakidas provide for target bonus percentages of 100%, 60%, and 50%, respectively. Mr. Nunemaker'sNunemaker’s target bonus percentage has fluctuated over the course of his employment with the Company depending on his position at the time. It is currently 75% based onAs another part of the Compensation Committee’s approved incentives to retain Mr. Nunemaker as President through March 31, 2016, his promotiontarget bonus opportunity was increased from 85% of his salary to 100% beginning in 2015, and he was paid a retention bonus of $100,000 with another $100,000 to be paid upon the completion of his service as President in July 2011.through March 31, 2016. Ms. Webber'sWebber’s target bonus percentage iswas 30%. No bonus was considered for Mr. Johnson since his employment terminated before the end of the year.

The Company established a company-wideCompany‑wide bonus plan for 20132015 based on an aggressive overall return on equity goal. The 20132015 bonus pool was to be determined based on return on equity and then 50% of such pool was to be allocated in proportion to target bonuses and the other 50% of the pool was to be allocated based on individual contributions. No bonuses became payablewould have been paid under the plan for 2013 sinceif the plan's threshold pre-taxpre‑tax return on equity of 12.7%5% was not achieved.

Because of the performance of the Company as reflected above, the Compensation Committee determined to provideapproved bonuses for the 20132015 year based on the Company’s 2015 bonus plan and on their subjective judgment after receiving input regarding executive performance and recommendations from the Chief Executive Officer with respect to executives other than the Chief Executive Officer. Based upon the Chief Executive Officer'sCEO’s recommendations and other reports from management about each such individual'sindividual’s contribution to the Company'sCompany’s performance during 2013,2015, the Compensation Committee made the ultimate determination in their subjective judgment as to the recipients and the amounts of such annual incentive bonuses. The Compensation Committee considered numerous quantitative and

qualitative factors in a subjective manner, including:

•

General economic and marketplace conditions,



•

Long-term strategy development and other specific accomplishments that are important to the long-term health of the Company, including the SAS sale-leaseback transaction and the launching of Willis Aeronautical Services, Inc.,



•

Innovation in the products and services that the Company can offer its customers,



•

Maintenance and development of customer and vendor relationships,



•

Future company leader development, and



•

Effectiveness of the executive team as a group.

 Historically, bonus payments have been moderate as a percent of salary. Since 2010, no current Named Executive Officer has received a bonus which was more than 100% of salary in any given year, and annual incentives or bonuses have averaged approximately 30% of salary for the Named Executive Officers overall.

        Long-termLong‑term Incentive Compensation:  To reward executives for the long-termlong‑term growth in the value of the Company'sCompany’s shares, the Compensation Committee also makes annual long-termlong‑term incentive grants.grants annually. Grants of restricted stock awarded to officers, including all Named Executive Officers,NEOs, are based primarily on competitive grant practices as determined by the Compensation Committee. Also, as explained above, each element of compensation is determined separately and therefore other forms of compensation paid to the Named Executive Officers do not directly influence the amount of long-termlong‑term incentive compensation that the Company awards.

The 2007 Incentive Stock Plan approved by the stockholders, provides the flexibility to grant a variety of types of equity awards to provide long-termlong‑term incentives to employees rather than being limited to options as the prior plan required. In conjunction with the approval of the new incentive plan, theemployees. The Compensation Committee shifted itsCommittee’s primary type of long-termlong‑term incentive grants from options tois restricted stock. The Compensation Committee, after consulting with its compensation consultants, has determined that restricted stock is the best vehicle for long-termlong‑term executive incentives, instead of the

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

Perquisites and Other Personal Benefits:  The Company provides its NEOs with limited perquisites and other personal benefits in addition to those provided to other employees, including additional life insurance, financial tax planning, personal use of company cars, travel expenses, and spousal travel under limited circumstances. The Company also provided Mr. Willis with relocation assistance in connection with his moves to the United Kingdom and Florida. The costs of the perquisites and personal benefits for the NEOs for the fiscal year ended December 31, 2015 are included in the “2015 Summary Compensation Table” in this Proxy Statement.

Executive Stock Ownership

While the Company promotes share ownership by its executives, and encourages them to acquire shares through the ESPP (in which all eligible executives may participate) and long-termlong‑term stock incentives in the form of restricted stock, there are currently no specific guidelines for executive stock ownership or requirementrequirements for them to hold shares. Including restricted stock awards, the ownership levels of the Named Executive Officers generally exceed significantly exceed the typical ownership guidelines established in the marketplace. For example, our Chairman and Chief Executive Officer,CEO, Charles F. Willis, IV, directly owns stock worth more than 10 times his salary, well in excess of typical market guidelines.

Employment Agreements and Severance Payments

Employment agreements have been entered into with Messrs. Willis, Forsyth, Nunemaker and Poulakidas. In addition to providing for severance as described below, such agreements provide for base salary (subject to increase but not decrease unless part of a salary reduction program affecting all senior executive officers), bonus compensation (as described in the "Annual“Annual Incentive Compensation"Compensation” section of the "Elements“Elements of Compensation"Compensation” portion of the Compensation Discussion and Analysis) and certain benefits. As described in detail below, the employment contracts specify certain severance benefits to be paid in the event of an involuntary termination. Consistent with our compensation philosophy, the Compensation 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“Termination and Change in Control Payments"Payments” elsewhere in this proxy statement. The

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employment agreements also provide a nondisclosure and non-solicitationnon‑solicitation of employees covenant for three years after termination of employment (except for Mr. Forsyth whose non-solicitationnon‑solicitation covenant period is two years after termination of employment). None of the Named Executive Officers are eligible for a tax gross-upgross‑up of any parachute excise tax in the event of a change in control.

Ms. Webber iswas employed pursuant to an offer letter which providesprovided for an annual base salary. She also participatesqualified to participate in our annual incentive program with a target bonus opportunity of 30% of her base salary. Ms. Webber iswas not entitled to any severance benefits or other payments to be made to her upon a termination or change of control.

 Mr. Johnson was employed pursuant to an offer letter which provided for an annual base salary and certain other benefits. The offer letter entitled Mr. Johnson to severance benefits equal to one year of his base salary upon a termination without cause. In connection with a change of duties, Mr. Johnson's employment with the Company terminated and the Company paid approximately one-half of his annual base salary as a severance benefit.

Impact of Accounting and Tax Treatments of a Particular Form of Compensation

The accounting and tax treatment of the elements of our compensation program is one factor considered in the design of the compensation program. Under Section 162(m) of the Internal Revenue Code of 1986, as amended, the federal income tax deduction for certain types of compensation paid to the chief executive officer and the three other most highly compensated executive officers of publicly held companies (other than the principal financial officer) is limited to $1 million per officer per fiscal year unless such compensation meets certain requirements. The principal requirement is that such compensation must qualify as "performance-based."“performance‑based.”

The Compensation Committee considers the impact of this rule when developing and implementing our executive compensation program. However, the Compensation Committee also believes that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, the Board has not adopted a policy that all compensation must qualify as deductible under Section 162(m). Amounts paid under any of our compensation programs, including salaries, annual incentive awards, performance awards and grants of restricted stock units, may not qualify as performance-basedperformance‑based compensation that is excluded from the limitation on deductibility. In addition, due to the ambiguities and uncertainties as to the application and interpretation of Section 162(m), no assurance can be given that compensation even if intended by the Compensation Committee to satisfy the requirements for deductibility under Section 162(m) would, in fact, do so.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors has submitted the following report for inclusion in this Proxy Statement:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on our review of and the discussions with management with respect to the Compensation Discussion and Analysis, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company'sCompany’s Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 20132015 for filing with the SEC.

The foregoing report is provided by the following Directors, who constitute the Compensation Committee:

COMPENSATION COMMITTEE

Hans Joerg Hunziker, Committee Chair
W. William Coon, Jr.


Robert J. Keady

Robert T. Morris

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of the following three independent Directors: Hans Joerg Hunziker (Chair), W. William Coon, Jr.,Robert J. Keady and Robert T. Morris. None of our executive officers currently serves on our Compensation Committee. None of our executive officers is, or was during 2013,2015, serving as a Directordirector 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 Compensation Committee.

   The following table sets forth certain information with respect to the compensation of our Chief Executive Officer, Chief Financial Officer, the three most highly compensated executive officersExecutive Officers other than the CEO and CFO based on total compensation and a former executive officer for their services with us in all capacities.

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2013
2015

The following table sets forth certain information with respect to the outstanding equity awards held by the Named Executive Officers at the end of 2013.2015.

OUTSTANDING EQUITY AWARDS AT FISCAL 2013 YEAR-END
2015 YEAR‑END