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 20152016 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

You are cordially invited to attend the 20152016 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 28, 2015.26, 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 II Directors to serve until the 2018 Annual Meeting of Stockholders: Robert J. Keady and Austin C. Willis. The Board of Directors recommends that you vote FOR this proposal.



•

To approve the amendment and restatement of the 2007 Incentive Stock Plan. The Board of Directors recommends that you vote FOR this proposal.



•

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, 20152016 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 20152016 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 20152016 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, 2015.29, 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 26, 2015

WILLIS LEASE FINANCE CORPORATION

PROXY STATEMENT

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You should read this entire proxy

statement carefully prior to returning your proxy

PROXY STATEMENT

FOR
2015

2016 ANNUAL MEETING OF STOCKHOLDERS

OF

WILLIS LEASE FINANCE CORPORATION

To Be Held on May 28, 201526, 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"“Directors”, or individually, "Director"“Director”) of WILLIS LEASE FINANCE CORPORATION ("(“we," "us," "our," "Willis Lease"” “us,” “our,” “Willis Lease” or the "Company"“Company”) for proxies to be voted at the 20152016 Annual Meeting of Stockholders, which will be held at 2:00 p.m. local time on Thursday, May 28, 201526, 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 20152016 Annual Meeting of Stockholders.

This proxy statement is being mailed to stockholders on or about April 28, 2015.29, 2016. Our 20142015 Annual Report is being mailed to stockholders concurrently with this proxy statement. You should not regard the 20142015 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 28, 2015:
26, 2016:

The Proxy Statement and the 20142015 Annual Report are also available at

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

Voting

Voting

The close of business on April 1, 20152016 is the record date for determining whether you, in your capacity as a stockholder, are entitled to notice of and to vote at the 20152016 Annual Meeting of Stockholders. As of that date, we had 8,309,3737,368,654 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 20152016 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 20152016 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 IIIII Directors, and in favor of Proposals 2 and 3.Proposal 2. In the election for Directors (Proposal 1), the nominees for Class IIIII Directors receiving the

highest number of affirmative votes will

Board on which he served; other than Mr. Austin Willis, who was unable to attend four of the five Board meetings during 2014 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") and the other Board meeting due to a sudden short-term illness.

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 20142015 Annual Meeting of Stockholders. Our other Directors did not attend, 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 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

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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'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), Hans Joerg 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 20142015 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), Robert T. MorrisJ. Keady and Robert J. Keady. Robert J. Keady was appointed to the Compensation Committee February 23, 2015 upon the resignation of W. William Coon, Jr. who served as a member of the Compensation Committee until that date.T. Morris. The Compensation Committee held fourfive meetings during the 20142015 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 2015, such a committee was established to review and oversee the Company’s modified “Dutch Auction” tender offer, which resulted in the Company’s repurchase of 643,821 shares of the Company’s common stock. 

Board Leadership Structure

Our Company 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 Company 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 Company 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 20142015 three Board meetings 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.

Robert J. Keady was elected to the Board in February 2015.2015 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 33 years at Pratt & Whitney Commercial Engines, where he served as Vice President, Business Development & Marketing, as well as in numerous other numerous senior management positions. Mr. Keady is currentlyEastern Aviation Consulting Group’s client list has included major aviation manufacturers as well as a Senior Advisor to Mitsubishi Aircraft Corporationdiverse client base of maintenance, repair and a member of the Board of Advisors of ASE Holdings, an industry leader in engine test cells, wind tunnelsoperations companies and aero labs.services providers.  Mr. Keady received his BA in Sociology from the University of Notre Dame and a Master of Science in Management from Purdue University. Mr. Keady brings to the Board an in-depth understanding of and experience in the engine, airline, lessor and MRO industries.

Robert T. Morris was elected to the Board in October, 2006. He is currently President of Robert Morris & Company, a company he founded in 1992. Mr. 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.

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PROPOSAL 1

ELECTION OF TWO CLASS IIIII DIRECTORS

Our Board is divided into three classes, each class having a three-yearthree‑year term that expires in successive years. At the 20152016 Annual Meeting of Stockholders, two Directors will be elected in Class II,III, to serve a three-yearthree‑year term expiring at the 20182019 Annual Meeting of Stockholders or until succeeded by another qualified Director who has been duly elected.

The nominees for Director in Class IIIII are Robert J. KeadyCharles F. Willis, IV and Austin C. Willis.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 20152016 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 IIIII DIRECTORS.

PROPOSAL 2
APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2007 INCENTIVE STOCK PLAN

General

        We are asking stockholders to approve the Willis Lease 2007 Incentive Plan (the "Incentive Plan"), as an amendment and restatement of the Company's 2007 Incentive Stock Plan (the "2007 Plan").

        We last added shares to our stock plan in 2007. As of April 17, 2015, 13,096 shares of Common Stock remained available for future grants of equity awards under the 2007 Plan. Our Board believes that we currently have an insufficient number of shares available for additional future stock-settled awards, which we rely on to link employee and executive compensation to stockholder returns and attract and retain key individuals. Accordingly, our Board approved the Incentive Plan on April 21, 2015 to increase the shares available for future awards and make certain other changes. The primary changes in the Incentive Plan are to (i) increase the number of shares of Common Stock available for grant by 800,000 shares of Common Stock, (ii) increase the maximum annual grant with respect to performance-based stock awards from 100,000 shares of Common Stock to 200,000 shares of Common Stock, (iii) incorporate the provisions of the Performance-Based Compensation Policy providing for cash awards into the Incentive Plan, (iv) extend the plan term for five years from the date the stockholders approve the Incentive Plan and (v) specifically prohibit repricing of options and stock appreciation rights. If the amendment is approved, we expect the pool of requested shares to last approximately three to four years based on our recent three-year average usage of equity.

        The purpose of the 2007 Plan has been to promote the interests of the Company by providing eligible persons with the opportunity to acquire a proprietary interest or otherwise increase their proprietary interest in the Company as an incentive for them to remain in the service of the Company.

        A copy of the Incentive Plan is attached to this Proxy Statement as Annex A and is incorporated herein by reference. The following description is a summary and does not purport to be a complete description and is qualified in its entirety by reference to the text of the Incentive Plan set forth in Annex A. See Annex A for more detailed information.

Purpose of Adopting the Incentive Plan

        Adoption of the amendment and restatement of the 2007 Plan as the Incentive Plan will provide the Company with the continued ability to provide equity-based and cash-based compensation to

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eligible employees, directors and consultants, thereby aligning their interests with those of the stockholders to increase the Company's value over the long-term.

        One of the requirements of Section 162(m) of the Internal Revenue Code is that stockholders must approve the types of performance criteria pursuant to which incentive compensation is intended to qualify as "performance-based compensation." Approval of Proposal 2 is intended to constitute stockholder approval of the material terms of the Incentive Plan and the performance criteria set forth therein for purposes of Section 162(m) of the Internal Revenue Code.

        If stockholders approve the amendment and restatement of the 2007 Plan as the Incentive Plan, the Company will use the Incentive Plan to compensate eligible employees, directors and consultants. If the required votes to approve the Incentive Plan are not obtained, the Incentive Plan will not become effective and the Company will continue to make grants of awards to the extent available pursuant to the terms of the 2007 Plan as currently in effect and subject to applicable law.

Summary of the Key Terms of the Incentive Plan

        Eligibility.    All employees, directors and consultants of the Company or of any parent or any subsidiary of the Company are eligible to receive awards under the Incentive Plan (each employee, director or consultant who receives such an award, a "Participant"). As of April 1, 2015, there were approximately 97 employees, 3 independent directors and 9 consultants who were eligible to participate in the 2007 Plan. Participants receive grants of awards at the discretion of the Board or Compensation Committee as compensation for their services to the Company.

        Types of Awards.    The types of awards that are available for grant under the Incentive Plan are:

•

incentive stock options;



•

non-qualified stock options;



•

restricted stock bonuses;



•

restricted stock purchase rights;



•

stock appreciation rights;



•

phantom stock units;



•

restricted stock units;



•

performance share bonuses;



•

performance share units;



•

stapled stock appreciation rights; and



•

cash incentives.

        Administration of the Incentive Plan.    The Board shall continue to administer the Incentive Plan unless and until the Board delegates administration to a committee (the "Committee"). The Board has the power and authority to, among other things: (i) designate eligible participants in the Incentive Plan, (ii) determine the type(s), number, terms and conditions of awards, as well as the timing and manner of grant, (iii) interpret the Incentive Plan, and establish, amend and revoke rules and regulations to administer the Incentive Plan, (iv) amend the Incentive Plan or any award granted pursuant thereto and (v) exercise such powers and perform such acts as the Board deems necessary, desirable or expedient to promote the best interests of the Company that are not in conflict with the provisions of the Incentive Plan. If the Board delegates administration to the Committee, the Committee may exercise, in connection with the administration of the Incentive Plan, any of the powers and authority granted to the Board under the Incentive Plan. The Committee may delegate to a subcommittee any of

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the administrative powers the Committee is authorized to exercise, subject to such resolutions as may be adopted from time to time by the Board (references in this summary to the Board shall thereafter be to the Committee or the subcommittee, as applicable). The Board may revoke the delegation to the Committee at any time and assume the administration of the Incentive Plan.

        Stock Subject to the Incentive Plan.    The maximum aggregate number of shares of our Common Stock that may be issued pursuant to stock awards under the Incentive Plan would be increased by eight hundred thousand to two million eight hundred thousand shares (the "Share Reserve"). Any stock award will reduce the Share Reserve by one share. To the extent that a distribution pursuant to a stock award is made in cash, the Share Reserve will be reduced by the number of shares of Common Stock subject to the redeemed or exercised portion of such stock award. Shares of Common Stock covered by stock awards that expire, are cancelled, terminate, or are reacquired by us prior to vesting will revert to or be added to the Share Reserve and become available for issuance under the Incentive Plan. Shares of Common Stock tendered in payment of an option exercise price, delivered or withheld by the Company to satisfy any tax withholding obligation, or covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the award will not again be available for issuance under the Plan.

        Other Share Limits.    The maximum aggregate number of shares of Common Stock that may be issued pursuant to incentive stock options under the Incentive Plan is two million eight hundred shares. No employee shall be eligible to be granted incentive stock options, non-qualified stock options, or stock appreciation rights or awards intending to qualify as performance-based awards under section 162(m) of the Internal Revenue Code covering more than two hundred thousand shares of Common Stock during any fiscal year.

        Fair Market Value.    Generally, fair market value of the Company's Common Stock will be the closing sales price of the Company's Common Stock on any established stock exchange (including the Nasdaq Stock Market) or on the Nasdaq SmallCap Market (if applicable) on the date of determination. On April 1, 2015, the fair market value per share of the Company's Common Stock determined on this basis was $18.88.

        Terms and Conditions of Options.    The Incentive Plan provides that options must have an exercise price that is at least equal to 100% of the fair market value of our Common Stock on the date the option is granted. To the extent permitted in his or her option agreement and to the extent permitted by law, an option holder may exercise an option by payment of the exercise price in a number of different ways, including: (i) in cash or by check at the time the option is exercised, or (ii) in the discretion of the Board: (1) by delivery to the Company of other Common Stock, (2) pursuant to a "same day sale" program to the extent permitted by law, (3) by any other form of consideration permitted by law, or (4) by some combination of the foregoing. Unless there is a provision to the contrary in the individual optionholder's stock award agreement, payment for Common Stock pursuant to an option may only be made in the form of cash, check or pursuant to a "same day sale" program. The vesting of options generally will be determined by the Board.

        If an optionholder's continuous service terminates for any reason other than disability, death or misconduct he or she will generally have three months from the date of such termination to exercise his or her options (to the extent that the optionholder was entitled to exercise such options as of the date of such termination), unless his or her option agreement provides otherwise. If an optionholder's continuous service terminates as a result of disability or death, he or she will generally have twelve months in the case of disability and eighteen months in the case of death for his or her estate to exercise his or her options (to the extent that the optionholder was entitled to exercise such options as of the date of such termination), unless his or her option agreement provides otherwise. If an optionholder's continuous service is terminated for misconduct, his or her option will immediately terminate, unless his or her option agreement provides otherwise. However, in no event may the

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optionholder exercise an option past the expiration of its term as set forth in the option agreement. The term of each option granted under the Incentive Plan will generally be ten years from the date of grant.

        Automatic Awards to Non-Employee Directors.    The Incentive Plan provides that in addition to any other awards that non-employee directors may be granted, non-employee directors will automatically be granted restricted stock bonuses as follows:

•

Initial award of 5,000 shares of restricted stock. Such shares will vest over a four year period.



•

Annual award of restricted stock will be equal in value to fifty percent of the Director's annual fee. The shares will vest on the first anniversary of grant.

        Terms and Conditions of Restricted Stock Bonuses and Performance Share Bonuses.    Restricted stock bonuses and performance share bonuses are grants of shares of Common Stock not requiring the payment of any monetary consideration by a Participant (except as may be required by the General Corporation Law of the State of Delaware). The vesting of restricted stock bonuses may be based on a Participant's continuous service or the achievement of performance criteria. The vesting of performance share bonuses will always be based on the achievement of performance criteria. Restricted stock bonuses that vest based solely on a Participant's continuous service will not fully vest in less than two years. Restricted stock bonuses that vest based solely on a Participant's performance will not fully vest in less than one year. In the event a Participant's continuous service terminates, all unvested shares under these awards shall be reacquired by us at no cost to us.

        Terms and Conditions of Restricted Stock Purchase Rights.    Restricted stock purchase rights entitle a Participant to purchase shares of Common Stock that are subject to restrictions determined by the Board. The purchase price is determined by the Board and will not be less than 100% of the fair market value per share of Common Stock on the date the stock award is made or at the time the purchase is consummated. The purchase price of Common Stock acquired pursuant to a restricted stock purchase right will be paid by a Participant either in cash or by check at the time of purchase, or at the discretion of the Board, according to a deferred payment or other similar arrangement to the extent permitted by law. The Board shall determine the criteria under which shares of Common Stock under a restricted stock purchase right agreement may vest.

        Terms and Conditions of Stock Appreciation Rights.    The Board may grant stock appreciation rights independently of or in connection with an option grant. The base price per share of a stock appreciation right will be at least 100% of the fair market value per share of underlying Common Stock on the date of grant. Each stock appreciation right entitles a Participant upon redemption to an amount equal to (a) the excess of (1) the fair market value on the redemption date of one share of Common Stock over (2) the base price, times (b) the number of shares of Common Stock covered by the stock appreciation right being redeemed. To the extent a stock appreciation right is granted concurrently with an option grant, the redemption of the stock appreciation right will proportionately reduce the number of shares of Common Stock subject to the concurrently granted option. Stock appreciation rights may be paid in shares of Common Stock, cash or a combination thereof in the Board's discretion.

        Terms and Conditions of Phantom Stock Units.    A phantom stock unit is the right to receive the value of one share of Common Stock, redeemable upon terms and conditions set by the Board. Distributions upon redemption of phantom stock units may be in shares of Common Stock valued at fair market value on the date of redemption or in cash, or a combination of both, as determined by the Board in its sole discretion.

        Terms and Conditions of Restricted Stock Units and Performance Share Units.    The Board also may award restricted stock units and performance share units, both of which entitle a Participant to

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receive the value of one share of Common Stock per unit at the time the unit vests. Holders of restricted stock units or performance share units are not entitled to dividend equivalents unless provided by the Board at the time of grant. The Board has discretion to provide that a Participant pay for restricted stock units or performance share units with cash or other consideration permissible by law. The vesting of restricted stock units may be based on a Participant's continuous service or the achievement of performance criteria. The vesting of performance share units will be based on the achievement of performance criteria. Restricted stock units may vest based solely on either a Participant's continuous service or performance criteria. Restricted stock units that vest based solely on the achievement of performance criteria will not vest fully in less than one year. In the event a Participant's continuous service terminates, the unvested portion of any restricted stock unit or performance share unit will expire immediately. To the extent permitted by the Board in a restricted stock unit or performance share unit agreement, a Participant may elect to defer receipt of the value of the shares of Common Stock otherwise deliverable upon the vesting of such restricted stock units or performance share units if such election complies with the procedures established by applicable law.

        Terms and Conditions of Cash Awards.    The Board also may grant cash awards and the vesting of such cash awards may be based on the achievement of performance criteria.

        Performance Criteria.    Performance criteria under the Incentive Plan with respect to awards intending to qualify as performance-based awards under 162(m) of the Internal Revenue Code include (i) earnings, (ii) net income, (iii) operating income, (iv) operating profit, (v) cash flow, (vi) stockholder returns, (vii) return measures, (viii) earnings before or after either (or any combination of) interest, taxes, depreciation or amortization, (ix) gross revenues, (x) common stock share price, (xi) reductions in expense levels in each case, where applicable, determined either on a Company-wide basis or in respect of any one or more business units, (xii) market share, (xiii) annual net income to common stock, (xiv) earnings per share, (xv) annual cash flow provided by operations, (xvi) changes in annual revenues, (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, objectively identified project milestones, cost targets and goals relating to acquisitions or divestitures, (xviii) sales, (xix) costs, (xx) results of customer satisfaction surveys, (xxi) service reliability, (xxii) operating and maintenance cost management, and/or (xxiii) achievement of business or operational goals such as market share and/or business development.

        Acceleration of Awards.    The Board shall have the power to accelerate exercisability and/or vesting of any award granted pursuant to the Incentive Plan upon a Change of Control (as defined below) or upon the death, disability or termination of continuous service of a Participant, notwithstanding any provision in any award agreement to the contrary.

        Adjustment.    The maximum number of shares of Common Stock subject to the Incentive Plan, the maximum number of shares of Common Stock that can be granted to an employee during any fiscal year pursuant to incentive stock options, non-qualified stock options, or stock appreciation rights, and the number of securities or other property and exercise or base price of securities or other property subject to outstanding stock awards, will be appropriately and proportionally adjusted by the Board on account of mergers, consolidations, reorganizations, recapitalizations, reincorporations, stock splits, spin-offs, stock dividends, extraordinary dividends and distributions, liquidating dividends, combinations or exchanges of shares, changes in corporate structure or other transactions in which the Company does not receive any consideration (except that conversion of convertible securities of the Company shall not be treated as a transaction in which the Company does not receive any consideration). Subject to any required action by the stockholders, the Board shall make such adjustments and the Board's determinations with respect to any adjustment will be final, binding and conclusive.

        Effect of Change of Control.    In the event of a Change of Control (as defined below), other than a dissolution or liquidation of the Company, the Board or the board of directors of any surviving entity

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or acquiring entity may provide or require that the surviving or acquiring entity (a) assume or continue all or any part of the awards outstanding under the Incentive Plan or (b) substitute substantially equivalent awards for those outstanding under the Incentive Plan. If the outstanding awards will not be so continued, assumed, or substituted, then with respect to stock awards held by Participants whose continuous service has not terminated, the Board in its discretion may (1) provide for payment of a cash amount in exchange for the cancellation of the stock awards, (2) continue the stock awards, or (3) terminate the stock awards upon the consummation of the Change of Control, but only if Participants have been permitted to exercise or redeem any portion of (including, at the discretion of the Board, any unvested portion of) any option, stock appreciation right, phantom stock unit, restricted stock unit or performance share unit at or prior to the Change of Control. In the event of a Change of Control involving dissolution or liquidation of the Company, all outstanding stock awards will terminate immediately prior to such dissolution or liquidation.

        "Change of Control" means the occurrence of any of the following: (a) the sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act, (b) a merger, consolidation or similar transaction involving the Company, (c) any person or group is or becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise, (d) a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are either (i) Directors of the Company as of the date the Plan first becomes effective, or (ii) elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those Directors whose election or nomination was not in connection with any transaction described above or in connection with an actual or threatened proxy contest relating to the election of Directors to the Company or (e) a dissolution or liquidation of the Company.

        Amendment and Termination of the Incentive Plan.    The Board may amend, suspend or terminate the Incentive Plan in any respect and at any time, subject to stockholder approval, if such approval is required by applicable law or stock exchange rules. Further, any amendment or termination of the Incentive Plan will not materially impair the rights of any Participant with respect to any stock awards already granted to such Participant without such Participant's consent.

        Effective Date; Term of the Incentive Plan.    The 2007 Plan became effective on May 24, 2007 immediately upon its approval by the Company's stockholders at the 2007 Annual Meeting of Stockholders. Unless earlier terminated by the Board, the 2007 Plan will terminate on May 23, 2017, the day before the tenth anniversary of the date that the 2007 Plan is adopted by the stockholders. If the amendment and restatement of the 2007 Plan as the Incentive Plan is approved by the stockholders at the 2015 Annual Meeting of Stockholders, unless earlier terminated by the Board, the Incentive Plan will terminate on May 28, 2020.

Tax Consequences of the Incentive Plan

        The following discussion of the federal income tax consequences of the Incentive Plan is intended to be a summary of applicable federal law as currently in effect. Foreign, state and local tax consequences may differ and laws may be amended or interpreted differently during the term of the Incentive Plan or of awards granted thereunder.

        Options:    An optionholder is not taxed when a non-qualified stock option is granted. On exercise, however, the optionholder recognizes ordinary income equal to the difference between the option's exercise price and the fair market value of the underlying Common Stock on the date of exercise. Any gain (or loss) on subsequent disposition of the shares of Common Stock acquired through exercise of an option is long-term capital gain (or loss) if the shares are held for at least one year following

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exercise. When an incentive stock option is granted, an optionholder is not taxed on the grant of such option. Upon exercise, the optionholder does not recognize ordinary income and the Company is not entitled to an income tax deduction. The optionholder, however, must treat the excess of fair market value of the underlying Common Stock on the date of exercise over the option's exercise price as an item of adjustment for purposes of the alternative minimum tax. If the optionholder disposes of the underlying Common Stock after the optionholder has held the Common Stock for at least two years from the date of grant and one year after the incentive stock option was exercised, the amount the optionholder receives upon the disposition over the exercise price is treated as long-term capital gain for the optionholder. If the optionholder makes a "disqualifying disposition" of the underlying Common Stock by disposing of the Common Stock before it has been held for at least two years after the date of grant and one year after the date the incentive stock option was exercised, the optionholder recognizes ordinary income equal to the excess of the fair market value of the underlying Common Stock on the date of exercise over the option's exercise price. The Company generally is entitled to an income tax deduction equal to the ordinary income recognized by the optionholder for the Company's taxable year that ends with or within the taxable year in which the optionholder recognized such ordinary income.

        Stock Appreciation Rights and Phantom Stock Units:    The grant of a stock appreciation right or phantom stock unit generally is not a taxable event for a Participant or the Company. Upon redemption of the stock appreciation right or vesting of the phantom stock unit, the Participant generally will recognize ordinary income equal to the amount of cash and/or the fair market value (as of the date of receipt) of shares received. The Company will be entitled to a tax deduction in the same year and for the same amount of ordinary income recognized. If the stock appreciation right is settled in shares, the Participant's subsequent sale of the shares generally will give rise to capital gain or loss equal to the difference between the sale price and the ordinary income recognized when the Participant received the shares, and these capital gains (or losses) will be taxable as long-term capital gains if the recipient held the shares for more than one year.

        Restricted Stock Bonuses, Performance Share Bonuses, Restricted Stock Purchase Rights, Restricted Stock Units and Performance Share Units:    Recipients of restricted stock bonuses, performance shares bonuses, restricted stock purchase rights, restricted stock units and performance share units do not recognize income at the time of the grant of such awards (unless, in the case of the grant of restricted stock bonuses and performance share bonuses or the purchase of shares under a restricted stock purchase right, the recipient makes an election under Section 83(b) of the Internal Revenue Code to be taxed at the time of grant or exercise, as applicable). However, upon payment to Participants of shares of Common Stock with respect to stock units or upon the lapse of restrictions with respect to restricted stock, Participants generally recognize ordinary income in an amount equal to the fair market value of the stock or units at such time, and the Company will receive a corresponding deduction.

        Section 162(m) and Performance-Based Compensation:    As a public company, the Company is subject to the tax-deduction rule of Section 162(m) of the Internal Revenue Code (applicable to compensation in excess of $1 million paid to certain of the Company's executive officers during any year). The Incentive Plan includes a limitation on the number of shares that may be granted subject to awards made to an employee during any year to permit, but not require, the Company to qualify certain awards granted under the Incentive Plan as performance-based compensation under Section 162(m). The Section 162(m) stock limit in the Plan is 200,000 shares for an employee per fiscal year. Under the Incentive Plan, there is a limit of four million dollars cash award for an employee during a year. Stock options issued under the Incentive Plan will generally qualify as performance-based compensation with an exercise price equal to at least the fair market value of the underlying stock on the date of grant, while stock awards with service based vesting will generally not qualify as performance-based compensation, and therefore compensation amounts arising in connection with stock units and stock awards with service based vesting may be subject to the Section 162(m) tax deduction rule.

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        Awards granted under the Incentive Plan may (but are not required to) be structured to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. To qualify, stock options and other awards must be granted under the Incentive Plan by a committee consisting solely of two or more outside directors (as defined under Section 162 regulations) and satisfy the Incentive Plan's limit on the total number of shares that may be awarded to any one participant during any calendar year. For awards other than stock options and stock appreciation rights to qualify, the grant, issuance, vesting, or retention of the award must be contingent upon satisfying one or more of the performance criteria set forth in the Incentive Plan, as established and certified by a committee consisting solely of two or more outside directors. In addition, the material terms of the performance goals under which compensation may be paid must be disclosed to and approved by the stockholders. For purposes of Section 162(m) of the Internal Revenue Code, the material terms include (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on which the performance goal is based, and (iii) the maximum amount of compensation that can be paid to an individual under the performance goal. With respect to the various types of awards under the Incentive Plan, each of these aspects is discussed above, and stockholder approval of the Incentive Plan is intended to constitute approval of each of these aspects of the Incentive Plan for purposes of the approval requirements of Section 162(m). The Company generally will be entitled to a deduction at the same time and in the same amount as a participant recognizes ordinary income, subject to the limitations imposed under Section 162(m) of the Internal Revenue Code.

Incentive Plan Benefits

        No options or stock appreciation rights have been granted under the 2007 Plan. The effectiveness of the amendment and restatement of the 2007 Plan as the Incentive Plan is dependent on receiving stockholder approval. The granting of awards under the Incentive Plan to employees and consultants is generally discretionary, and we cannot now determine the number or type of award to be granted in the future to any particular person or group of employees except that the Board has approved an award of 125,000 restricted stock units to Mr. Charles F. Willis, IV as Chief Executive Officer contingent on the approval of the Incentive Plan by the stockholders. The granting of restricted stock bonuses to non-employee directors will be non-discretionary as described above in the section entitled "Automatic Awards to Non-Employee Directors." In addition, non-employee directors are eligible for discretionary grants of awards.

Amended Plan Benefits

2007 Incentive Plan

        The table below provides information regarding the determinable benefits to be awarded under the Incentive Plan to Mr. Charles F. Willis, IV as Chief Executive Officer and an estimate of the aggregate value of non-discretionary grants to four non-employee directors for five years, assuming the closing price of Company stock on the day of grant is $18.88.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE WILLIS LEASE FINANCE CORPORATION 2007 INCENTIVE STOCK PLAN.

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Equity Compensation Plan Information

EXECUTIVE OFFICERS OF WILLIS LEASE FINANCE CORPORATION

Our current executive officers and their respective ages as of December 31, 2014April 1, 2016 were the individualsas listed below. Ms. Webber ceased to be an executive officer as of February 1, 2015 but currently continues as an employee.

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

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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 Lease,at 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.Law.

    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 was, our Senior Vice President, Technical Services, until February 1, 2015 when she continued her employment with us but stepped down from such role as part of the transition of such role to Anthony Spaulding. Ms. Webber 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 10, 201515, 2016 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

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Corporation, 773 San Marin Drive, Suite 2215,  Novato,  CA 94998. As of April 10, 201515, 2016 we had 8,259,6587,347,075 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, 2014,2015, we believe that during the fiscal year ended December 31, 20142015 and through April 15, 2015, that the following2016, our Directors, executive officers filed the following late reports: Mr. Charles F. Willis, IV—one late reportand holders of more than ten percent of our common stock complied with respect to two 2012 transactions; and Mr. Forsyth—one late report with respect to two 2013 transactions.all applicable Section 16(a) filing requirements.

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), Robert J. Keady and Robert T. Morris. Robert J. Keady replaced W. William Coon, Jr. upon Mr. Coon's resignation effective February 23, 2015. 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).

2014

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 2014, significantly increasing profitability from 2013,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 2014:2015 financial and operational performance include:

•

Grew the lease portfolio to $1.3 billion, an increase of 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 $38 million;



•

Further integrated Willis Aeronautical Services, Inc., providing end-of-life solutions for aviation materialsprior three years and services related to aircraft engines;



•

Expanded9% annualized return over the Company's revolving credit facility to $700 million to support growth in the lease portfolio and extended the term of that facility to June 4, 2019;



•

Increased the Company's share price more than 23.73% in theprior five year period (both ending December 31, 2014 and at an annualized rate of over 28.33% per year over the past five years ending December 31, 2014; and



•

Entered into a joint venture agreement with China Aviation Supplies Import & Export Corporation to form a Shanghai Free Trade Zone entity, CASC Willis Engine Lease Company, initially focused on the growing engine leasing market in China.

2015).  

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Results from Our Stockholder 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 2014 annual meeting which was approved by more than 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. 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 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 approximatelyslightly less than half of our other Named Executive Officers' ("NEOs")Officers’ target total direct compensation (current salary, target annual cash incentives, and most recent long-termthe three-year average long‑term equity awards)award values) is variable, "at-risk"“at‑risk” or focused on long-termlong‑term results ("at-risk"(“at‑risk” actual compensation as a percentage of total actual direct compensation is lower due to the limited bonus payments made in 2014)2015). "At-risk"“At‑risk” pay is tied to the achievement of corporate and individual performance or share price performance.

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 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

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within the meaning of Rule 10C-110C‑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 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. 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, with the assistance of Pearl Meyer, reviewed the approach to identify companies for compensation comparison ("(“2014 Comparator Companies"Companies”) to supplement the Committee'sCommittee’s understanding of compensation policies and practices of aviation leasing and finance competitors. In selecting the public companies for inclusion as 2014 Comparator Companies, the following factors were considered: a more analogous range of annual revenues ($30 million to $600 million), business operation (leasing, distribution, or support services), and location. For fiscal yearThe approved 2014 the Comparator Companies include:

In 2015, Pearl Meyer evaluated our group of 2014 Comparator Companies and presented a revised group to the Committee for consideration and approval. The Compensation Committee approved the exclusion of 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 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.

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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 20142015 compensation took special note of Named Executive Officers'Officers’ contribution to the transactions and other strategic initiatives set forth in the "2014“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 increasesNunemaker’s base salary, as part of the Compensation Committee’s approved incentive to his annual salary to reflect his ongoing excellent performance and efforts in furtherance of certain key transactions undertaken by the Company during 2014 with a view towards placing the Company in an improved strategic position in the coming years.retain Mr. Nunemaker as President through March 31, 2016. There were no increases in base salaries for the other executive officers in 2013, except for the increase to Mr. Poulakidas' salary in connection with his promotion. In 2014, Messrs. Nunemaker's, Forsyth's and Poulakidas' salaries were increased for 2014 to reflect ongoing excellent performance and to keep those salaries competitive.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 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 became 75% uponAs another part of the Compensation Committee’s approved incentives to retain Mr. Nunemaker as President through March 31, 2016, his promotion to President in July 2011 andtarget bonus opportunity was increased from 85% of his salary to 85% for 2014.100% 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 through March 31, 2016. Ms. Webber'sWebber’s target bonus percentage iswas 30%.

The Company established a Company-wideCompany‑wide bonus plan for 20142015 based on an aggressive overall return on equity goal. The 20142015 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 2014, asif the plan's threshold pre-taxpre‑tax return on equity of 5% was not achieved.

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Because of the performance of the Company as reflected above, the Compensation Committee determined to provideapproved bonuses for the 20142015 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 2014,2015, 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 increase and extension of the Company's revolving credit facility and formation of a Chinese joint venture;



•

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 2012, no current Named Executive Officer has received a bonus which was more than 55% 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 long-termlong‑term incentive 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. The Compensation Committee'sCommittee’s primary type of long-termlong‑term incentive grants is 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 stock options previously granted. In the Compensation Committee'sCommittee’s judgment, restricted stock reduces the dilution of stockholders'stockholders’ interest by providing similar value with estimatedan estimate of only1/₃ of the number of shares as would be involved in an option grant. The introduction of the requirement to expense option awards for financial statement reporting purposes also makes restricted stock more attractive in both an absolute dollar sense and simplicity in calculating the accounting expense of the grants. The Compensation Committee also believes that restricted stock has a stronger retention value than do options which can expire without providing any incentive benefit. The current expectation is that restricted stock awards will be the primary form of long-termlong‑term incentives for our executives.

The Compensation Committee begins its analysis of the value of long-term incentive grantsapproved a grant of restricted stock to an executive by applying a multiplier of one toMr. Willis in 2015, that executive's base salary. In determining the restricted stock grants for 2014 the Compensation Committee took into consideration the Company's outstanding stock price performance over the past year, the achievementwas part of a joint venture agreement with China Aviation Supplies Import & Export Corporation Limitedgrant it had approved in 2014 and the

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renewal and extension ofamendments to the Company's revolving credit facility.2007 Incentive Stock Plan. The Compensation Committee andapproved this grant in 2014 as the result of Mr. Willis then make a subjective overall assessment with respectachieving the objectives set out for him as CEO up to that time. On July 1, 2015, after Stockholders approved the amendments to the executives (other than Mr. Willis) to determine the appropriate size of restricted stock grants to such executives. The Compensation Committee made a similar subjective assessment with respect to2007 Incentive Stock Plan, Mr. Willis to determinewas granted 125,000 restricted shares which will vest in three equal annual installments beginning one year from the appropriate sizedate of his restricted stock grants.grant. No other executive officer was issued a long-term incentive grant in 2015. 

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 (as amended, the "ESPP"“ESPP”) 250,000 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' 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 market price of the common stock on the date of entry into an offering period.

Perquisites and Other Personal Benefits:  The Company provides theits 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 temporary movemoves to the United Kingdom and reimbursement of his club membership dues.Florida. The costs of the perquisites and personal benefits for the NEOs for the fiscal year ended December 31, 20142015 are included in the "2014“2015 Summary Compensation Table"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.

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 to 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, 20142015 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
Robert T. Morris


Robert J. Keady

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of the following three independent Directors: Hans Joerg Hunziker (Chair), Robert T. MorrisJ. Keady and Robert J. Keady.T. Morris. None of our executive officers currently serves on our Compensation Committee. None of our executive officers is, or was during 2014,2015, 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 for their services with us in all capacities.

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 20142015

The following table sets forth certain information with respect to the outstanding equity awards held by the Named Executive Officers at the end of 2014.2015.

OUTSTANDING EQUITY AWARDS AT FISCAL 2014 YEAR-END
2015 YEAR‑END