Pay Versus Performance

Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO NEOs, as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards, which remain subject to forfeiture if the vesting conditions are not satisfied.

Pay Versus Performance Table


Year	Summary Compensation Table Total for Austin Willis(1)(4) $		Summary Compensation Table Total for Charles Willis(1)(4) $		Compensation Actually Paid to Austin Willis(2)(3)(4) $		Compensation Actually Paid to Charles Willis(2)(3)(4) $		Average Summary Compensation Table Total for Non-PEO NEOs(1)(5) $		Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(5) $		Value of Initial Fixed $100 Investment based on WLFC Total Shareholder Return(6)		Net Income (in millions)(7) $
2024		7,209,861		—		20,431,448		—		10,371,719		27,743,290		562.00		108.6
2023		6,381,908		—		5,107,021		—		7,369,209		5,397,068		130.00		43.8
2022		1,952,344		6,213,110		3,354,169		11,929,180		1,589,396		2,960,493		157.00		5.4

(1)

Summary Compensation Table Totals: For PEOs, the dollar amount reported for a particular fiscal year is the amount of total compensation reported in the Summary Compensation Table for each PEO who served during the corresponding year. For Non-PEO NEOs, the dollar amount reported for a particular fiscal year is the average of the amounts reported in the Summary Compensation Table for all Non-PEO NEOs as a group during the corresponding year.

(2)

Compensation Actually Paid Totals: For PEOs, the dollar amount reported for a particular fiscal year is the amount of “compensation actually paid” to each PEO who served during the corresponding year. For Non-PEO NEOs, the dollar amount reported for a particular fiscal year is the average of “compensation actually paid” amounts for all Non-PEO NEOs as a group during the corresponding year. All “compensation actually paid” amounts are computed in accordance with Item 402(v) of Regulation S-K.

(3)

Deductions from, and additions to, total compensation in the Summary Compensation Table for 2023 to calculate Compensation Actually Paid include:


	2024						2023						2022
	Austin Willis			Average Non- PEO NEOs			Austin Willis			Average Non- PEO NEOs			Austin Willis			Charles Willis IV			Average Non- PEO NEOs

Total Compensation from Summary Compensation Table	$	7,209,861		$	10,371,719		$	6,381,908			7,369,209			1,952,344		$	6,213,110		$	1,589,396

Adjustments for Pension
Adjustment Summary Compensation Table Pension	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Amount added for current year service cost	$	—		$	—		$	—		$	—		$	—		$	—		$	—

Amount added for prior service cost impacting current year	$	—		$	—		$	—		$	—		$	—		$	—		$	—

Total Adjustments for Pension	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Adjustments for Equity Awards

Adjustment for grant date values in the Summary Compensation Table (8)	$	(3,253,626	)	$	(6,226,828	)	$	(3,619,752	)	$	(4,441,500	)	$	(1,278,220	)	$	(3,909,088	)	$	(1,066,586	)


Year-end fair value of unvested awards granted in the current year	$	13,843,585		$	16,469,093		$	2,527,096		$	3,299,400		$	2,330,895		$	7,128,408		$	1,944,970


Year-over-year difference of year-end fair values for unvested awards granted in prior years	$	2,635,985		$	4,780,013		$	(85,892	)	$	(314,496	)	$	486,410		$	3,397,650		$	686,639


Fair values at vest date for awards granted and vested in current year	$	—		$	2,356,135		$	—		$	—		$	—		$	—		$	—


Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	$	(4,357	)	$	(6,842	)	$	(96,338	)	$	(515,544	)	$	(137,260	)	$	(900,900	)	$	(193,926	)


Forfeitures during current year equal to prior year-end fair value	$	—		$	—		$	—		$	—		$	—		$	—		$	—


Dividends or dividend equivalents not otherwise included in total compensation	$	—		$	—		$	—		$	—		$	—		$	—		$	—

Total Adjustments for Equity Awards	$	13,221,587		$	17,371,571		$	(1,274,887	)	$	(1,972,140	)	$	1,401,825		$	5,716,070		$	1,371,097
Compensation Actually Paid (as calculated)	$	20,431,448		$	27,743,290		$	5,107,021		$	5,397,068		$	3,354,169		$	11,929,180		$	2,960,493

(4)

Mr. Austin Willis, our current CEO, has served as our CEO since April 1, 2022. Mr. Charles Willis is the founder of the Company and served as our CEO until April 1, 2022, at which time he assumed the role of Executive Chairman of the Board.

(5)

Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:

a.

2024: Messrs. Charles Willis and Brian Hole

b.

2023: Messrs. Charles Willis and Brian Hole

c.

2022: Mr. Brian Hole

(6)

Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2021. Historic stock price performance is not necessarily indicative of future stock price performance.

(7)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)

The reported value of equity awards held by each NEO for each applicable year is based on the same methodology as disclosed in the Summary Compensation Table of this proxy statement and represents the following: (i) for time-based restricted stock awards, the value of such awards as of the grant date, and (ii) for performance-based restricted stock awards, the value for such awards based upon the probable outcome of the performance conditions as of the applicable measurement date.

Narrative Disclosure to Pay Versus Performance Table

We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance.” The total “Compensation Actually Paid for each of the PEO and NEOs fluctuated year-over-year, primarily due to fluctuations in our stock price over the period.

The illustrations below compare “Compensation Actually Paid” (as calculated in accordance with the SEC rules) and the following measures:

•

the Company’s cumulative TSR; and

•

the Company’s Net Income

Adjustment To PEO Compensation, Footnote

(3)

Deductions from, and additions to, total compensation in the Summary Compensation Table for 2023 to calculate Compensation Actually Paid include:


	2024						2023						2022
	Austin Willis			Average Non- PEO NEOs			Austin Willis			Average Non- PEO NEOs			Austin Willis			Charles Willis IV			Average Non- PEO NEOs

Total Compensation from Summary Compensation Table	$	7,209,861		$	10,371,719		$	6,381,908			7,369,209			1,952,344		$	6,213,110		$	1,589,396

Adjustments for Pension
Adjustment Summary Compensation Table Pension	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Amount added for current year service cost	$	—		$	—		$	—		$	—		$	—		$	—		$	—

Amount added for prior service cost impacting current year	$	—		$	—		$	—		$	—		$	—		$	—		$	—

Total Adjustments for Pension	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Adjustments for Equity Awards

Adjustment for grant date values in the Summary Compensation Table (8)	$	(3,253,626	)	$	(6,226,828	)	$	(3,619,752	)	$	(4,441,500	)	$	(1,278,220	)	$	(3,909,088	)	$	(1,066,586	)


Year-end fair value of unvested awards granted in the current year	$	13,843,585		$	16,469,093		$	2,527,096		$	3,299,400		$	2,330,895		$	7,128,408		$	1,944,970


Year-over-year difference of year-end fair values for unvested awards granted in prior years	$	2,635,985		$	4,780,013		$	(85,892	)	$	(314,496	)	$	486,410		$	3,397,650		$	686,639


Fair values at vest date for awards granted and vested in current year	$	—		$	2,356,135		$	—		$	—		$	—		$	—		$	—


Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	$	(4,357	)	$	(6,842	)	$	(96,338	)	$	(515,544	)	$	(137,260	)	$	(900,900	)	$	(193,926	)


Forfeitures during current year equal to prior year-end fair value	$	—		$	—		$	—		$	—		$	—		$	—		$	—


Dividends or dividend equivalents not otherwise included in total compensation	$	—		$	—		$	—		$	—		$	—		$	—		$	—

Total Adjustments for Equity Awards	$	13,221,587		$	17,371,571		$	(1,274,887	)	$	(1,972,140	)	$	1,401,825		$	5,716,070		$	1,371,097
Compensation Actually Paid (as calculated)	$	20,431,448		$	27,743,290		$	5,107,021		$	5,397,068		$	3,354,169		$	11,929,180		$	2,960,493

Non-PEO NEO Average Compensation Actually Paid Amount

$ 27,743,290

5,397,068

2,960,493

Compensation Actually Paid vs. Net Income

Total Shareholder Return Amount

$ 562

$ 130

$ 157

PEO Total Compensation Amount

$ 7,209,861

$ 6,381,908

$ 1,952,344

PEO Name

Mr. Austin Willis