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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
(310) 553-0555

March 25, 2014

Dear Fellow Stockholder:

        Your officers and directors join me in inviting you to attend the 2014 Annual Meeting of Stockholders at 7:30 a.m., Pacific time, on Wednesday, May 7, 2014, at Century Plaza Towers, 2029 Century Park East, Concourse Level, Conference Room A, Los Angeles, California 90067.

        The expected items of business for the meeting are described in detail in the attached Notice of 2014 Annual Meeting of Stockholders and Proxy Statement.

        We look forward to seeing you on May 7th.

Sincerely,
Steven F. Udvar-Házy Chairman and Chief Executive Officer

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NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

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Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
(310) 553-0555

PROXY STATEMENT
for the
2014 ANNUAL MEETING OF STOCKHOLDERS

General Information

When and where is the Annual Meeting being held?

        The Annual Meeting will be held on Wednesday, May 7, 2014, at 7:30 a.m., Pacific time, at Century Plaza Towers, 2029 Century Park East, Concourse Level, Conference Room A, Los Angeles, California 90067.

What is the purpose of this Proxy Statement?

        The Board of Directors is providing you with this Proxy Statement to solicit your voting proxy for the Annual Meeting. It provides you with information to help you decide how you want your shares to be voted at the Annual Meeting. This Proxy Statement, the Notice of Annual Meeting and a form of proxy are first being made available to stockholders on or about April 4, 2014.

Who can vote at the Annual Meeting?

        Holders of record of the 101,897,236 shares of our Class A Common Stock outstanding on March 17, 2014, which is the "record date" for the Annual Meeting, are entitled to one vote for each share held. There is no cumulative voting.

Who is a "holder of record"?

        If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered a "holder of record". If your shares are held in a brokerage account, by a financial institution or by another holder of record, you are considered the "beneficial owner" of the shares, and they are considered held in "street name".

Who is paying the costs of soliciting proxies?

        The Company is paying the costs of soliciting proxies on behalf of the Board of Directors. In addition to this Proxy Statement, our officers, directors and other employees may solicit proxies personally or in writing or by telephone for no additional compensation. We will, if requested, reimburse banks, brokers and other custodians and nominees for their reasonable expenses in providing these materials to their beneficial holders. We have hired D.F. King & Co., Inc., a professional advisory firm, to assist us in proxy solicitation. We will pay D.F. King & Co., Inc. $10,000 plus reimbursement of out-of-pocket expenses.

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What is the quorum requirement for the Annual Meeting?

        For stockholders to take action at the Annual Meeting, a majority of the shares of our Class A Common Stock outstanding on the record date must be present or represented at the Annual Meeting. Abstentions and broker non-votes are counted for this purpose.

What is a broker non-vote?

        A broker non-vote occurs when a broker does not receive voting instructions from a beneficial owner and does not have discretionary authority under applicable rules to vote on a proposal. At the Annual Meeting, we understand that brokers have discretionary authority to vote only on the proposal to ratify the appointment of our independent registered public accounting firm.

How do I cast my vote?

        Holders of record may vote by mail, telephone or the Internet. Holders of record may also vote in person at the Annual Meeting. If you are a beneficial owner, your broker should send you voting instructions. Beneficial owners who want to attend and vote in person at the Annual Meeting will need to obtain a legal proxy from their broker and present it with their ballot.

How can I change my vote?

        Holders of record can revoke a prior proxy vote by submitting a later-dated proxy, by voting in person at the Annual Meeting, or by sending a letter to our Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement so that it arrives no later than the close of business on May 6, 2014. If you are a beneficial owner, you will need to contact your broker to obtain instructions on how to change your vote.

Who are the proxies?

        The named proxies for the Annual Meeting are Steven F. Udvar-Házy and Carol H. Forsyte, and they will follow all properly submitted voting instructions. They will vote as the Board of Directors recommends as to any submitted instructions that do not direct how to vote on any item of business, and will vote in their judgment on any other matters properly presented at the Annual Meeting.

What are the votes required to approve the proposals?

        Election of Directors.    The Company's Bylaws provide that to be elected, a director nominee must receive the affirmative vote of the holders of a majority of the shares present in person or by proxy, and entitled to vote, at the Annual Meeting. Abstentions will have the same effect as a vote "Against" the director nominee. Broker non-votes will have no effect on the outcome of the director election.

        Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm.    The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of KPMG LLP. Abstentions will have the same effect as a vote "Against" the proposal.

        Approve the Air Lease Corporation 2014 Equity Incentive Plan.    The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve the Air Lease Corporation 2014 Equity Incentive Plan. Abstentions will have the same effect as an "Against" vote. Broker non-votes will have no effect on the outcome of this proposal.

        Advisory Vote to Approve Named Executive Officer Compensation.    With regard to the stockholder advisory vote on executive compensation, the affirmative vote of the holders of a majority of the shares

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present in person or by proxy and entitled to vote at the Annual Meeting will be required for the advisory approval. Abstentions will have the same effect as a vote "Against" the proposal. Broker non-votes will have no effect on the outcome of the advisory vote. The results of this vote are not binding on the Board of Directors.

Are there any dissenters' rights available?

        There are no rights of appraisal or other rights of dissenters with respect to any matter to be acted upon at the Annual Meeting.

Who will serve as the inspector of the election?

        We have engaged First Coast Results, Inc. to count the votes and act as an independent inspector of the election.

How can I obtain directions to be able to attend the meeting and vote in person?

        You may request directions to the location of the Annual Meeting by sending a letter to our Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement.

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Corporate Governance

Board of Directors

        Our Board of Directors is currently composed of seven members: Matthew J. Hart, Cheryl Gordon Krongard, Robert A. Milton, John L. Plueger, Ian M. Saines, Ronald D. Sugar and Steven F. Udvar-Házy. In addition to electing the seven current members of our Board of Directors at the Annual Meeting, we are proposing that Marshall O. Larsen also be elected, bringing the total number of directors to eight. Our directors serve until their successors are duly elected and qualified at the stockholders' annual meeting each year. Certain information regarding our directors is set forth below in Proposal 1: Election of Directors. There are no family relationships among any of our directors or executive officers.

        Our Board of Directors held six meetings in 2013. Each of the directors standing for re-election at the Annual Meeting attended at least 75% of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served. We expect but do not require our directors to attend the annual meeting of stockholders each year. All of our directors who stood for election at the 2013 annual meeting attended that meeting other than Ian Saines and former directors, Messrs. John G. Danhakl, Antony P. Ressler and Wilbur L. Ross, Jr.

Director Independence

        Each director will qualify as "independent" pursuant to the New York Stock Exchange (the "NYSE") listing standards only if our Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Accordingly, our Board of Directors has affirmatively determined that each of the former directors Messrs. Danhakl, Ressler and Ross and five of our seven current directors, Mr. Hart, Ms. Krongard, Mr. Milton, Mr. Saines and Dr. Sugar, were independent in accordance with the NYSE rules during the periods in 2013 and 2014 that they served as directors of our Board of Directors. Mr. Milton serves as our lead independent director. If elected, Mr. Larsen also will be independent in accordance with the NYSE rules. Messrs. Udvar-Házy and Plueger are not independent because they are employees of the Company.

Executive Sessions of Non-Employee Directors

        As part of the Board of Directors' regularly scheduled meetings, the non-employee directors meet in executive session. Any non-employee director can request additional executive sessions. Mr. Milton, as lead independent director, schedules and chairs the executive sessions.

Committees of the Board of Directors

        Our Board of Directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board of Directors has determined that each of these committees is composed solely of independent directors under the applicable NYSE rules. Our Board of Directors has adopted a charter for each committee that is available on our website at www.airleasecorp.com.

        Audit Committee.    Our audit committee consists of Messrs. Hart, Milton and Saines. Mr. Saines was appointed to the committee in December 2013 when Mr. Ross retired from the Board of Directors. Mr. Hart is the Chairman of the audit committee. Our audit committee's duties include, but are not limited to, monitoring (1) the integrity of the financial statements of the Company, (2) the independent registered public accounting firm's qualifications and independence, (3) the performance of our internal audit function and independent registered public accounting firm, (4) our compliance with legal and regulatory requirements and (5) our overall risk profile. Our audit committee is a separately designated

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standing audit committee as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.

        Our audit committee must at all times be composed exclusively of directors who are "financially literate" as defined under the NYSE listing standards. The audit committee also must have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that results in the individual's financial sophistication, and who qualifies as an "audit committee financial expert," as defined under the rules and regulations of the Securities and Exchange Commission ("SEC"). All of our audit committee members are financially literate, and our Board of Directors has determined that Mr. Hart is our audit committee financial expert. Mr. Hart serves on the audit committees of three other public companies and, as required by NYSE rules, our Board has determined that such service does not impair his ability to effectively serve on the Company's audit committee. In addition to being "independent" under NYSE rules, each member of our audit committee also meets the independence requirements of the SEC for purposes of serving on an audit committee.

        Our audit committee held four meetings in 2013.

        Nominating and Corporate Governance Committee.    Our nominating and corporate governance committee consists of Messrs. Milton and Hart and Dr. Sugar. Mr. Milton is the Chairman of the nominating and corporate governance committee. Our nominating and corporate governance committee monitors the implementation of sound corporate governance principles, practices and risks and will, among other things: (1) identify individuals believed to be qualified to become a member of our Board of Directors and select or recommend candidates for all directorships to be filled, (2) annually review and recommend changes, as appropriate, to our corporate governance guidelines and (3) oversee the evaluation of our Board of Directors. Our nominating and corporate governance committee also reviews and approves all related party transactions in accordance with our policies with respect to such matters.

        Our nominating and corporate governance committee held five meetings in 2013.

        Compensation Committee.    Our compensation committee consists of Dr. Sugar, Ms. Krongard and Mr. Milton. Ms. Krongard and Mr. Milton were appointed to the committee in December 2013 when Messrs. Danhakl and Ressler retired from the Board of Directors. Dr. Sugar is the Chairman of the compensation committee. Our compensation committee has overall responsibility for evaluating, and approving or recommending, all of our compensation plans, policies and programs as they affect the executive officers, including the Chief Executive Officer, as well as overseeing the evaluation of management and succession planning for executive officer positions and to review risk exposures related to its areas of responsibility. The compensation committee also oversees preparation of the compensation discussion and analysis to be included in our annual proxy statement, recommends to the Board of Directors whether to so include the compensation discussion and analysis and provides an accompanying report to be included in our annual proxy statement.

        The compensation committee has engaged Exequity Inc., a nationally recognized independent compensation consultant, to provide advice with respect to compensation decisions for the non-employee directors of our Board of Directors and our executive officers.

        In addition to being "independent" under NYSE rules, each member of our compensation committee also qualifies as a "non-employee director" under SEC rules and as an "outside director" under Section 162(m) of the Internal Revenue Code for purposes of serving on a compensation committee.

        Our compensation committee held five meetings in 2013.

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The Board of Directors' Role in Risk Oversight and Board Leadership Structure

        The Board of Directors has delegated risk oversight responsibilities to the audit committee, except for risks relating to executive compensation. In accordance with its charter, the audit committee is responsible for monitoring the Company's policies and practices with respect to risk assessment and risk management. The audit committee periodically meets with our senior executives to discuss, among other things, material risks to our business. The audit committee also periodically meets with representatives of our independent registered public accounting firm. The Chairman of the audit committee reports to the full Board of Directors regarding material risks as deemed appropriate.

        The compensation committee provides oversight with respect to risks that may arise from our compensation arrangements and policies. This is accomplished on an ongoing basis through the compensation committee's review and approval of specific arrangements and policies to ensure that they are consistent with our overall compensation philosophy and our business goals. The compensation committee periodically discusses any risk-related concerns with senior management and with its outside compensation consultant. The Chairman of the compensation committee will report to the full Board of Directors regarding any material risks as deemed appropriate. In view of this oversight and based on our ongoing assessment, we do not believe that our present employee compensation arrangements, plans, programs or policies are likely to have a material adverse effect on the Company.

        The Board of Directors believes that its governance structure supports the Board's role in risk oversight. Independent directors chair each of the Board committees responsible for risk oversight. The Company has a lead independent director who facilitates communication between management and directors, and all directors are involved in the review of key enterprise risks. Our Board of Directors has determined that the combined role of Chairman and Chief Executive Officer provides strong and unambiguous leadership in our relationship-driven industry, appropriately balanced by independent oversight of management through the presence of our lead independent director and the governance structure of our Board of Directors described above.

Corporate Governance Guidelines and Code of Business Conduct

        Corporate Governance Guidelines.    Our Board of Directors has adopted Corporate Governance Guidelines to assist the Board of Directors in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. The Guidelines are intended to serve as a flexible framework for the conduct of the Board of Directors' business and not as a set of legally binding obligations. The Guidelines describe the Board of Directors' responsibilities, the qualification criteria for serving as a director, and standards for the conduct of meetings and establishing and maintaining committees. The Guidelines also confirm that the directors will have full and free access to officers and employees of the Company and have authority to retain independent advisors as necessary and appropriate in carrying out their activities. In addition, the Guidelines establish frameworks for director compensation, director orientation and continuing education, and an annual evaluation of the Board and its committees and of the Guidelines. Finally, the Guidelines charge the compensation committee with oversight of management evaluation and succession, and detail the Company's policies regarding confidentiality and communications between our Board of Directors and the press and media on matters pertaining to the Company. Our Corporate Governance Guidelines are available on our website at www.airleasecorp.com.

        Code of Business Conduct and Ethics.    Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors, employees and officers. Among other things, the Code of Business Conduct and Ethics is intended to ensure fair and accurate financial reporting, to promote ethical conduct and compliance with applicable laws and regulations, to provide guidance with respect to the handling of ethical issues, to foster a culture of honesty and accountability and to deter wrongdoing. It also requires disclosure to us of any situation, transaction or relationship that may give

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rise to any actual or potential conflict of interest. Such conflicts must be avoided unless approved by our nominating and corporate governance committee. The Code of Business Conduct and Ethics prohibits our employees, officers and directors from taking, or directing a third party to take, a business opportunity that is discovered through the use of our property. A copy of our Code of Business Conduct and Ethics is available on our website at www.airleasecorp.com.

Compensation Committee Interlocks and Insider Participation

        None of the members of our compensation committee has at any time been one of our officers or employees. None of our executive officers serves, or in the past year has served, as a member of the board of directors or the compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or compensation committee.

Consideration of Director Candidates

        Our nominating and corporate governance committee is responsible for identifying and evaluating director candidates based on the perceived needs of the Board of Directors at the time made. Among other attributes, our nominating and corporate governance committee will consider a director candidate's diversity of background and personal experience. In this context, diversity may encompass a candidate's educational and professional history, community or public service, expertise or knowledge base and certain unique personal characteristics, as well as the candidate's race, ethnicity, national origin and gender. The nominating and corporate governance committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and a candidate's background and personal experience, while important, does not necessarily outweigh other attributes or factors the nominating and corporate governance committee considers in evaluating candidates.

        The most important characteristic of any director candidate is his or her ability to faithfully represent the interests of our stockholders. Other important qualities include the candidate's integrity, judgment and independence of thought; an absence of conflicting time commitments; financial literacy; leadership experience; and a fit of abilities and personality that helps build an effective, collegial and responsive Board of Directors.

        Any stockholder may recommend a director candidate for our nominating and corporate governance committee to consider by submitting the candidate's name and qualifications to us in care of the Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement. Director candidates recommended by a stockholder are considered in the same manner as any other candidates, although the nominating and corporate governance committee may prefer candidates who are personally known to the existing directors and whose reputations are highly regarded. Our nominating and corporate governance committee has not retained professional search firms to assist it in recruiting potential director candidates.

        Our bylaws provide that stockholders of record seeking to nominate candidates for election as directors at our annual meeting of stockholders (or to bring other business before our annual meeting of stockholders) may do so by providing timely notice of their intent in writing. To be timely, the notice from the stockholder of record must be delivered to the Secretary at our principal executive office not less than 90 days nor more than 120 days prior to the annual meeting. Our bylaws also specify certain requirements as to the form and content of the necessary notice. For more information, see the section below titled Stockholder Proposals and Director Nominations for our 2015 Annual Meeting of Stockholders.

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Communications with the Board of Directors

        Stockholders and any other interested parties who wish to communicate with the Board of Directors or an individual director, including our lead independent director, may send a letter to the Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Board Communication" or "Director Communication". All such letters must clearly state the author's interest in the Company and whether the intended recipients are all members of the Board of Directors or just certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors.

Section 16(a) Beneficial Ownership Reporting Compliance

        Based solely on written representations furnished to us from reporting persons and our review of Forms 3, 4 and 5 and any amendments thereto furnished to us, we believe all such Forms required to be filed during 2013 under Section 16(a) of the Securities Exchange Act of 1934, as amended, were filed on a timely basis except for one late Form 4 filing by a former director, Wilbur L. Ross, Jr. to report the sale of shares of the Company's Class A Common Stock.

Director Compensation

        Our Board of Directors sets non-employee director compensation based on recommendations from the compensation committee. Messrs. Udvar-Házy and Plueger do not receive separate compensation for their service on our Board of Directors. The compensation committee's independent compensation consultant assists in obtaining market information and designing various aspects of our compensation program for the directors.

        With respect to 2013, we provided the non-employee members of our Board of Directors with an annual retainer in the amount of $80,000 payable in quarterly installments. In addition, the Chairmen of our compensation committee and nominating and corporate governance committee each received an additional annual retainer of $20,000, while the other members of our compensation committee and nominating and corporate governance committee each received an additional annual retainer of $10,000. The Chairman of our audit committee received an additional annual retainer of $35,000, while the other members of the audit committee each received an additional annual retainer of $15,000. Our lead independent director received an additional annual retainer of $50,000. As a matter of policy, each director could elect to have his or her retainer paid in cash or shares of our Class A Common Stock, or a combination thereof. However, to date we have paid our directors' retainers in cash only.

        We reimbursed directors for travel and lodging expenses incurred in connection with their attendance at meetings. We also have entered into agreements with each of our non-employee directors to provide them with indemnification and advancement of expenses to supplement that provided under our certificate of incorporation and bylaws, subject to certain requirements and limitations.

        Finally, each current non-employee director and each non-employee director who joins our Board of Directors in the future has received or will receive an initial grant of restricted stock units ("RSUs") to be settled in shares of Class A Common Stock with an aggregate value equal to $120,000 ("Initial Director Grant") pursuant to our Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan (the "2010 ALC Equity Incentive Plan") or any successor plan.

        Thereafter, each year our non-employee directors will receive an annual RSU award to be settled in shares of Class A Common Stock with an aggregate value equal to $80,000 (the "Annual Director Grant"). On May 8, 2013, each non-employee director received the Annual Director Grant, other than Mr. Saines (who voluntarily declined receipt of an award pursuant to the policies of his employer at the time of the grant) and Ms. Krongard. On December 13, 2013, Ms. Krongard received an Initial

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Director Grant of RSUs upon election to the Board of Directors. The value of all grants of RSUs is based on the closing price of our Class A Common Stock on the date of grant. All RSUs awarded to our non-employee directors vest in full on the first anniversary of the grant date, and if the Board of Directors service of such a director terminates for any reason, the RSUs will vest on a daily prorated basis according to the number of days between the grant date and the termination of service, divided by 365.

Director Compensation Summary

        The following table sets forth compensation paid to or earned by the individuals who served as non-employee directors of our Company during 2013.

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Items of Business

Proposal 1: Election of Directors

        At the Annual Meeting, the Board of Directors is recommending to stockholders that Mr. Matthew J. Hart, Ms. Cheryl Gordon Krongard, Mr. Marshall O. Larsen, Mr. Robert A. Milton, Mr. John L. Plueger, Mr. Ian M. Saines, Dr. Ronald D. Sugar and Mr. Steven F. Udvar-Házy each be elected as a director to serve for a one-year term ending at the 2015 annual meeting of stockholders. Each of the nominees named below, except for Mr. Larsen, is currently a director and each was elected at the Annual Meeting held on May 8, 2013, except for Ms. Krongard and Mr. Larsen. Each nominee has consented to be nominated and has agreed to serve as a director if elected. Should any of these individuals become unable to serve as a director prior to the Annual Meeting, the proxies for the Annual Meeting will, unless otherwise directed, vote for the election of such other individual as the Board of Directors may recommend, unless the Board in its discretion reduces the number of directors.

        Under our bylaws, the election of each director nominee will require the affirmative vote of a majority of shares of Class A Common Stock present or represented, and entitled to vote, at the Annual Meeting. Abstentions will have the same effect as a vote "Against" the director nominee. Broker non-votes will have no effect on the outcome of the director election.

        The Board of Directors recommends that you vote "FOR" the election to the Board of Directors of each of the eight nominees.

        A summary of each nominee's principal occupation, recent professional experience, directorships at other public companies for at least the past five years, and certain other qualifications, is provided below:

        Matthew J. Hart, age 61, has served as one of our directors since May 2010. Mr. Hart served as President and Chief Operating Officer of Hilton Hotels Corporation, a global hospitality company, from May 2004 until the buyout of Hilton by the Blackstone Group in October 2007. Mr. Hart also served as Executive Vice President and Chief Financial Officer of Hilton from 1996 to 2004. Prior to joining Hilton, Mr. Hart served as the Senior Vice President and Treasurer of The Walt Disney Company and Executive Vice President and Chief Financial Officer for Host Marriott Corp. Mr. Hart currently serves on the board of directors of American Airlines Group, Inc. and Great American Group, Inc. and is a trustee of American Homes 4 Rent. He was a director of US Airways Group Inc. from 2006 until its December 2013 merger with American Airlines Group, Inc. (formerly AMR Corp). Mr. Hart received his Bachelor of Arts from Vanderbilt University and received a Master of Business Administration from Columbia University.

        Mr. Hart possesses significant executive experience in the hotel industry and currently serves on the board of directors of a major U.S. airline. Mr. Hart provides our Board of Directors with an important combination of management, airline industry and financial expertise. His experience as the chief financial officer of two Fortune 500 companies, and his service on the audit committees of three other public companies, make him instrumental in helping our Board of Directors implement business and financial strategy.

        Cheryl Gordon Krongard, age 58, has served as one of our directors since December 13, 2013. Ms. Krongard is engaged in private investment activities. Ms. Krongard was a senior partner of Apollo Management, L.P., a private investment company, from January 2002 to December 2004. From 1994 to 2000, she served as the Chief Executive Officer of Rothschild Asset Management and as Senior Managing Director for Rothschild North America. Additionally, she served as a director of Rothschild North America, Rothschild Asset Management, Rothschild Asset Management BV, and Rothschild Realty Inc. and as Managing Member of Rothschild Recovery Fund. Ms. Krongard serves on the board of directors of Legg Mason, Inc., a diversified group of global asset management firms (since 2006), and served as a director of US Airways Group Inc. from 2003 until its December 2013 merger with

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AMR Corp and was a director of Educate, Inc. Ms. Krongard was elected a lifetime governor of the Iowa State University Foundation in 1997 and has served as Chairperson of its Investment Committee. She also is a member of the Deans Advisory Council, Iowa State University College of Business. Ms. Krongard received her Bachelor of Science in Industrial Administration from Iowa State University.

        Ms. Krongard brings substantial asset management expertise and leadership experience serving as a senior executive at large, complex asset management organizations. Her strategic planning experience and airline experience gained as a director of a public company is a key resource to our Board for financial investments and business strategy.

        Marshall O. Larsen, age 65, is a director-nominee. Mr. Larsen served as Chairman, President and Chief Executive Officer of Goodrich Corporation, a supplier of systems and services to the aerospace and defense industry, from 2003 until his retirement in July 2012 when the company was acquired by United Technologies Corporation. He was elected as President and Chief Operating Officer of Goodrich in February 2002, and as a director in April 2002. From 1995 through January 2002, Mr. Larsen served as Executive Vice President of Goodrich and President and Chief Operating Officer of Goodrich Aerospace division of Goodrich. Mr. Larsen joined Goodrich in 1977. Mr. Larsen is a former Chairman of the U.S. Aerospace Industries Association, and serves as a director of Becton, Dickinson and Company, Lowe's Companies, Inc., United Technologies Corporation and the Federal Reserve Bank of Richmond. He is active in numerous community activities and is a member of the Krannert School of Management Advisory Board, Purdue University. Mr. Larsen received his Bachelor of Science degree from the U.S. Military Academy and his Masters of Science degree in Industrial Administration from Purdue University.

        Mr. Larsen brings substantial business and leadership experience as the chairman and chief executive officer of a publicly-traded company for nine years including insights in governance, regulatory and management issues facing public companies. His in-depth knowledge of the aerospace industry and the conditions that affect the industry will significantly benefit the discussions of our Board of Directors.

        Robert A. Milton, age 53, has served as one of our directors since April 2010. Mr. Milton is our lead independent director. Mr. Milton is the former Chairman and Chief Executive Officer of ACE Aviation Holdings, Inc., a holding company for Air Canada and other aviation interests ("ACE") from 2004 until June 2012. He also was the President of ACE from 2004 until 2011. Mr. Milton was also the Chairman of Air Canada until December 2007. He held the position of President and Chief Executive Officer of Air Canada from August 1999 until December 2004. Mr. Milton is currently a director of AirAsia Berhad. He previously served on the board of directors of Aeroplan Income Fund and Jazz Air Income Fund as Chairman, as well as US Airways. He is a member of the board of directors of the Smithsonian National Air & Space Museum. Mr. Milton served as Chair of the International Air Transport Association's Board of Governors from 2005 to 2006. He is one of the past Chairmen of the Georgia Tech Advisory Board and currently serves as a Trustee of the Georgia Tech Foundation. Mr. Milton received his Bachelor of Science degree in Industrial Management from the Georgia Institute of Technology.

        Mr. Milton's extensive experience in the aviation industry, including his many years with Air Canada, provides our Board of Directors with deep industry experience. Our Board of Directors has benefited from Mr. Milton's many relationships in the aircraft manufacturing, aircraft leasing and airline industries. Mr. Milton's management experience and understanding of the aircraft leasing industry make him an ideal choice to act as our lead independent director.

        John L. Plueger, age 59, has served as our President and Chief Operating Officer since March 2010 and as one of our directors since April 2010. Mr. Plueger has more than 27 years of aviation industry and aircraft leasing experience, 23 of which were with International Lease Finance Corporation

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("ILFC") where he served as acting Chief Executive Officer from February 2010 to March 2010, as President and Chief Operating Officer from 2002 to February 2010 and on its board of directors from 2002 to 2010. Mr. Plueger's professional experience also includes testifying before the U.S. House of Representatives as an aircraft leasing industry expert witness as well as responding to European Commission formal inquiries concerning aerospace industry related mergers and acquisitions. Mr. Plueger is a Certified Public Accountant and is an FAA Airline Transport Pilot with type ratings on multiple jet aircraft and single/multi engine and instrument instructor ratings. Mr. Plueger is a member of the board of directors of the Smithsonian National Air and Space Museum, a member of the Pepperdine University Board of Regents and also serves on the board of directors of the Wings Club. He received his Bachelor of Arts degree from the University of California, Los Angeles and is a Certified Director from the UCLA Anderson Graduate School of Management's Corporate Director Certification Program.

        Mr. Plueger has more than 27 years of aviation industry and aircraft leasing experience, providing our Board of Directors with an in-depth understanding of our business. His many years of business, financial, accounting, managerial and executive experience in our industry make him an invaluable member of our Board of Directors.

        Ian M. Saines, age 51, has served as one of our directors since June 2010. Mr. Saines is engaged in private investment activities. From 2004 until December 2013, Mr. Saines was Group Executive of the Institutional Banking and Markets division of Commonwealth Bank, which he joined in 2004. He was responsible for managing Commonwealth Bank's relationships with major corporate, institutional and government clients and providing a full range of capital raising, transactional and risk management products and services. Prior to joining Commonwealth Bank, Mr. Saines was a Management Committee member of Zurich Capital Markets Asia, the investment banking arm of the Zurich Financial Services Group. He is currently a director of the Australian Financial Markets Association. Mr. Saines is a Fellow of the Australian Institute of Company Directors, and a Certified Finance and Treasury Professional. Mr. Saines has a first class honours degree in economics from the University of New South Wales.

        Mr. Saines brings to our Board of Directors a wealth of experience in commercial banking and deep knowledge of financial risk management. He provides our Board of Directors with key insights with respect to financial products, the financial markets, capital raising activities and the management of a large, complex business.

        Dr. Ronald D. Sugar, age 65, has served as one of our directors since April 2010. Dr. Sugar was Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, from 2003 until 2010 and President and Chief Operating Officer from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc. from 2000 until the company was acquired by Northrop Grumman in 2001. He was earlier Chief Financial Officer of TRW Inc. He is a director of Amgen Inc., Apple Inc. and Chevron Corporation. He is also a senior adviser to Ares Management LLC, Bain & Company and Northrop Grumman Corporation, a trustee of the University of Southern California, board of visitors member of the University of California, Los Angeles Anderson School of Management, past Chairman of the Aerospace Industries Association, and a member of the National Academy of Engineering. Dr. Sugar received his Bachelor of Science degree in Engineering (summa cum laude) from the University of California, Los Angeles, and his Master of Science and Doctorate Degrees in Engineering from UCLA.

        Dr. Sugar has significant executive experience in the global aerospace business. In addition to drawing on Dr. Sugar's in-depth executive and financial experience in related industries, our Board of Directors also benefits from Dr. Sugar's current experience as a board member of three Fortune 500 companies. He has particularly useful experience with risk oversight, advanced technology, and a deep understanding of legislative and regulatory processes.

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        Steven F. Udvar-Házy, age 68, has served as our Chairman and Chief Executive Officer since our launch in February 2010. In 1973, Mr. Udvar-Házy co-founded the aircraft leasing business that became ILFC and from 1973 to February 2010 served as Chairman and Chief Executive Officer of ILFC. ILFC became a subsidiary of American International Group, Inc. in 1990. Mr. Udvar-Házy is a director of SkyWest, Inc. and currently serves as that board's lead independent director. Mr. Udvar-Házy is an FAA Airline Transport Pilot with type ratings on multiple jet aircraft and has over 30 years of experience flying jet aircraft. He received his Bachelor of Arts degree from the University of California, Los Angeles.

        Mr. Udvar-Házy brings extensive industry, managerial and leadership experience to our Board of Directors. With more than 40 years of aviation industry experience, Mr. Udvar-Házy provides our Board of Directors with a critical understanding and appreciation of our business and the know-how to craft and execute on our business and strategic plans. He is the founder, and a substantial stockholder, of our Company.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

        Our audit committee has appointed KPMG LLP as our independent registered public accounting firm to audit our financial statements for 2014. During 2013, KPMG served as our independent public accounting firm and provided certain other audit-related services. Representatives of KPMG are expected to attend the Annual Meeting, be available to respond to appropriate questions and, if they desire, make a statement.

        This is a non-binding vote. If KPMG's appointment is not ratified, the audit committee will reconsider whether to retain KPMG, but still may retain KPMG. Even if the appointment is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be appropriate.

        Approval of the ratification of KPMG as our independent registered public accounting firm for 2014 requires the affirmative vote of a majority of shares of Class A Common Stock present or represented, and entitled to vote thereon, at the Annual Meeting. Abstentions will have the same effect as a vote "Against" the proposal.

        The Board of Directors recommends that you vote "FOR" the ratification of KPMG LLP as our independent registered public accounting firm for 2014.

Proposal 3: Approval of the 2014 Equity Incentive Plan

        We are seeking approval of the Air Lease Corporation 2014 Equity Incentive Plan (the "2014 Plan"), which will allow us to continue to grant equity-based compensation to our directors, officers, employees and consultants. Our Board of Directors, upon the recommendation of our Compensation Committee, unanimously approved the 2014 Plan, subject to approval by our stockholders at this Annual Meeting. The 2014 Plan will replace the Amended and Restated 2010 Equity Incentive Plan (the "2010 Plan"), which is currently our only active equity compensation plan. As of March 21, 2014, the 2010 Plan had 711,338 shares remaining for grant (assuming maximum payout of outstanding performance-based restricted stock units), and at this level, we will not be able to issue new competitive equity awards without this new authorization. Any shares remaining for grant in the 2010 Plan will be incorporated into the 2014 Plan.

        The 2014 Plan is being submitted to a vote of our stockholders and is intended to comply with New York Stock Exchange rules and the "performance-based compensation" exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Stockholder approval

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will also allow us to grant incentive stock options under the 2014 Plan. The closing price for a share of our common stock as reported on the NYSE was $37.29 on March 21, 2014. Approval of the 2014 Plan requires the affirmative vote of the holders of a majority of the shares present in person or by proxy, and entitled to vote thereon, at the Annual Meeting. Abstentions will have the same effect as an "Against" vote. Broker non-votes will have no effect on the outcome of this proposal.

        The Board of Directors recommends that you vote "FOR" the proposal to approve the 2014 Equity Incentive Plan.

Introduction

        Our 2014 Plan will become effective upon approval by our stockholders. The 2014 Plan authorizes the grant of nonqualified and incentive stock options, stock appreciation rights ("SARs"), restricted stock awards, restricted stock unit awards ("RSUs"), stock bonus awards, incentive bonus awards, other awards or any combination of the foregoing that may be settled in or based upon our Class A Common Stock or in cash.

Purpose of Proposal

        The purpose of the 2014 Plan is to enable us to attract, retain and motivate officers, employees, directors and consultants and to provide a means whereby officers, employees, directors and/or consultants can acquire and maintain ownership of our Class A Common Stock or be paid incentive compensation measured by reference to the value of our Class A Common Stock, thereby strengthening their commitment to our short-term and long-term goals and objectives and those of our affiliates and promoting an identity of interest between our stockholders and these persons.

Key Considerations

        No Repricings without Stockholder Approval.    Without the approval of our stockholders, options and SARs may not be amended to decrease the exercise price, be cancelled in conjunction with the grant of any new option or SAR with a lower exercise price or in exchange for cash, or otherwise be subject to any action that would be treated, for accounting purposes, as a "repricing" of such option or SAR.

        No In-the-Money Grants.    The 2014 Plan prohibits the grant of stock options or SARs with an exercise price less than the fair market value of a share of our Class A Common Stock on the date of grant.

        Minimum Vesting Requirements.    The restrictions imposed on restricted stock and RSUs (other than restricted stock and RSUs that are performance-based awards or that are granted to non-employee directors) may not lapse over a period of less than three (3) years following the date of grant of the award, except in the case of the participant's death or disability or in the event of a change in control.

        Limitation on Grants.    Subject to equitable adjustments, the maximum number of shares with respect to which performance-based awards may be granted to any one person in a given year is 500,000 shares of our Class A Common Stock or with respect to which options or SARs may be granted to any one person in a given year is 1,000,000 shares of our Class A Common Stock. The maximum cash amount payable to any one person in a given year with respect to performance-based awards is $7,000,000.

        Conservative Use of Shares.    Our average 3-year average run rate is 0.42%, as described in the table below. We believe that this demonstrates that we have a conservative program

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Awards(1) Granted as:

        The run rate shown assumes a target number of our performance-based RSUs granted. All of our outstanding RSUs are performance-based and will be forfeited if certain performance vesting criteria are not met. Beginning with our 2012 grants, half of our RSUs may be earned at a rate higher than target based on actual performance. If we assumed a maximum payout rate for our RSUs, the 3-year average run rate would be 0.55%. If we assumed less than target payouts, the 3-year average run rate would be considerably lower than the 0.42% shown at target.

        Appropriate Dilution.    The potential dilution from issuing all of the 5 million shares being requested would be approximately 5 percent, based on the total number of our Class A Common Stock outstanding on December 31, 2013 of 101,822,676. The potential dilution from (i) issuing all of the 5 million shares being requested and (ii) outstanding awards issued under the 2010 Plan (as defined below) would be approximately 11 percent, based on the total number of our Class A Common Stock outstanding on December 31, 2013 of 101,822,676.

Description

        Set forth below is a summary of these and other important features included in the 2014 Plan. All statements are intended only to summarize the 2014 Plan and are qualified in their entirety by the actual 2014 Plan, a copy of which is attached as Appendix A.

Shares Subject to the 2014 Equity Incentive Plan and Award Limits

        The maximum number of shares of our Class A Common Stock that may be issued pursuant to the 2014 Plan is the sum of (i) 5,000,000 shares and (ii) any shares which as of the effective date are available for grant under the 2010 Plan, and (iii) any shares which are subject to awards under the 2010 Plan and which subsequently expire or lapse without being exercised, are canceled or forfeited, are not delivered because such shares are withheld to satisfy the option price and/or the tax withholding obligations relating to any such award, or are settled for cash.

        Subject to adjustments as provided in the 2014 Plan, no person may be granted performance-based awards under 2014 Plan during any calendar year with respect to more than 500,000 shares of our Class A Common Stock or options or SARs under 2014 Plan during any calendar year with respect to more than 1,000,000 shares of our Class A Common Stock. The maximum cash amount payable pursuant to that portion of an incentive award or other award granted in any calendar year to any person and that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) may not exceed $7,000,000.

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Purpose of the 2014 Plan

        The purpose of the 2014 Plan is to enable us to attract, retain and motivate officers, employees, directors and consultants and to provide a means whereby officers, employees, directors and/or consultants can acquire and maintain ownership of our Class A Common Stock or be paid incentive compensation measured by reference to the value of our Class A Common Stock, thereby strengthening their commitment to our short-term and long-term goals and objectives and those of our affiliates and promoting an identity of interest between our stockholders and these persons.

Administration

        The 2014 Plan is administered by the compensation committee or such other committee of the Board of Directors as the Board of Directors may from time to time designate (the "Committee"). Among other responsibilities, the Committee has the authority to select individuals to whom awards may be granted, to determine the type of award as well as the number of shares of Class A Common Stock to be covered by each award, and to determine the terms and conditions of any such awards, including the applicable vesting schedule, performance conditions and whether the award will be paid in cash or settled in shares.

Share Reserves

        The shares of Class A Common Stock subject to grant under the 2014 Plan are to be made available from authorized but unissued shares, from treasury shares, from shares purchased on the open market or by private purchase, or a combination of any of the foregoing. To the extent that any award is forfeited, or any option or SAR terminates, expires or lapses without being exercised, or any award is settled for cash, the shares of Class A Common Stock subject to such awards not delivered as a result thereof will again be available for awards under the 2014 Plan. If the exercise price of any option and/or the tax withholding obligations relating to any award are satisfied by delivering shares of Class A Common Stock (by either actual delivery or by attestation), only the number of shares of Class A Common Stock issued net of the shares of Class A Common Stock delivered or attested to will be deemed delivered for purposes of the limits in the 2014 Plan. To the extent any shares of Class A Common Stock subject to an award are withheld to satisfy the exercise price (in the case of an option) and/or the tax withholding obligations relating to such award, such shares of Class A Common Stock will not generally be deemed to have been delivered for purposes of the limits set forth in the 2014 Plan.

        In the event of certain extraordinary corporate transactions or events affecting us, the Committee or the Board of Directors shall make such substitutions or adjustments as it deems appropriate and equitable to (1) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the 2014 Plan, (2) the various maximum limitations set forth in the 2014 Plan, (3) the number and kind of shares or other securities subject to outstanding awards and (4) the exercise price of outstanding options and SARs. In the case of corporate transactions such as a merger or consolidation, such adjustments may include the cancellation of outstanding awards in exchange for cash or other property or the substitution of other property for the shares subject to outstanding awards. In addition, the Committee may adjust in its sole discretion the performance goals applicable to any awards to reflect any stock change and any corporate transaction and any unusual or nonrecurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in our financial statements, notes to the financial statements, management's discussion and analysis or our other SEC filings; provided that with respect to awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee

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determines that such adjustments or substitutions may be made without causing us to be denied a tax deduction on account of Section 162(m) of the Code.

Types of Awards

        As indicated above, several types of awards can be made under the 2014 Plan. A summary of these awards is set forth below.

        Stock Options and Stock Appreciation Rights.    A stock option is a contractual right to purchase shares at a future date at a specified exercise price, while a SAR is a contractual right to receive, in cash or shares, an amount equal to the appreciation of one share of our Class A Common Stock following the grant date. Stock options granted under the 2014 Plan may either be incentive stock options, which are intended to qualify for favorable treatment to the recipient under U.S. federal tax law, or nonqualified stock options, which do not qualify for this favorable tax treatment. SARs granted under the 2014 Plan may either be "tandem SARs", which are granted in conjunction with an option, or "free-standing SARs", which are not granted in tandem with a stock option. A tandem SAR may be granted on the grant date of the related option, will be exercisable only to the extent that the related option is exercisable and will have the same exercise price as the related option. A tandem SAR will terminate or be forfeited upon the exercise or forfeiture of the related option and the related option will terminate or be forfeited upon the exercise or forfeiture of the tandem SAR.

        Each grant of stock options or SARs under the 2014 Plan will be evidenced by an award agreement that specifies the exercise price, the duration of the award, the number of shares to which the award pertains, vesting schedule and such additional limitations, terms and conditions as the Committee may determine, including, in the case of stock options, whether the options are intended to be incentive stock options or nonqualified stock options. The 2014 Plan provides that the exercise price of options and SARs will be determined by the Committee, but may not be less than 100% of the fair market value of the stock underlying the options or SARs on the date of grant. Award holders may pay the exercise price in cash or, if approved by the Committee, in Class A Common Stock (valued at its fair market value on the date of exercise) or a combination thereof, or by "cashless exercise" through a broker or by withholding shares otherwise receivable on exercise. The term of options and SARs will be determined by the Committee, but may not exceed ten years from the date of grant. The Committee will determine the vesting and exercise schedule of options and SARs, and the extent to which they will be exercisable after the award holder's services with us terminate.

        Restricted Stock.    Restricted stock is an award of shares of our Class A Common Stock that are subject to restrictions on transfer and a substantial risk of forfeiture. Subject to the minimum vesting requirements, restricted stock may be granted under the 2014 Plan with such restrictions as the Committee may designate. The Committee may provide at the time of grant that the vesting of restricted stock will be contingent upon the achievement of specified performance goals and/or continued service. The terms and conditions of restricted stock awards (including any applicable performance goals) need not be the same with respect to each participant. During the restriction period, the Committee may require that the stock certificates evidencing restricted shares be held by us. Except for these restrictions and any others imposed by the Committee, upon the grant of restricted stock under the 2014 Plan, the recipient will have the rights of a stockholder with respect to the restricted stock, including the right to vote the restricted stock; however, whether and to what extent the recipient will be entitled to receive cash or stock dividends paid or made with respect to the restricted shares of Class A Common Stock and whether any such dividends will be automatically deferred and/or reinvested in additional restricted stock and held subject to the vesting of the underlying restricted stock, will be set forth in the particular participant's award agreement.

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        Restricted Stock Units.    RSUs represent a contractual right to receive the value of a share of our Class A Common Stock (in either cash or shares) at a future date, subject to specified vesting and other restrictions (including, but not limited to the minimum vesting requirements). The Committee may grant RSUs payable in cash or shares of Class A Common Stock, conditioned upon continued service and/or the attainment of performance goals determined by the Committee. The terms and conditions of RSU awards granted under the 2014 Plan (including any applicable performance goals) need not be the same with respect to each participant.

        Stock-Bonus Awards.    The Committee may grant unrestricted shares of our Class A Common Stock, or other awards denominated in our Class A Common Stock, alone or in tandem with other awards, in such amounts and subject to such terms and conditions as the Committee determines from time to time in its sole discretion as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.

        Incentive Bonus Awards.    Under the 2014 Plan, the Committee may grant bonus awards based on satisfaction of such performance goals as are specified in the award agreement, including without limitation, (a) the target and maximum amount, (b) the performance criteria and level of achievement, (c) the term of the performance period, (d) the timing of any payment earned by virtue of performance, (e) restrictions on the alienation or transfer of the incentive bonus award prior to actual payment, (f) forfeiture provisions and (g) such further terms and conditions, in each case not inconsistent with the 2014 Plan as may be determined from time to time by the Committee. The incentive bonus award may be reduced or eliminated by the Committee in its discretion. Incentive bonus awards may be pursuant to one or more subplans.

        Other Awards.    Under the 2014 Plan, the Committee may grant an award wherein the participant has the right to purchase or acquire shares of our Class A Common Stock, whether at a fixed or variable price or ratio related to our Class A Common Stock or with a value derived from the value of or related to our Class A Common Stock and/or returns thereon, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof.

        Performance-Based Awards.    These awards may be granted in the form of restricted stock, restricted stock units, stock-bonus awards, incentive bonus awards or other awards that are paid in cash, shares of our Class A Common Stock or a combination of both. The value of these awards will be linked to the achievement of one or more performance goals.

Performance Goals

        Performance Goals mean the performance objectives established for the purpose of determining the number of shares of our Class A Common Stock to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to a performance-based award. To the extent a performance-based award is intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the Performance Goals shall be established with reference to one or more of the following, either on a company-wide basis or, as relevant, in respect of one or more of our affiliates, subsidiaries, divisions, departments or operations, and measured on an absolute basis or on a relative basis: earnings (gross, net, pre-tax, post-tax or per share), net profit after tax, net operating profit, EBITDA, adjusted EBITDA, gross profit, cash generation (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment), unit volume, market share, sales, asset quality, earnings per share, operating income, net income, adjusted net income, revenues, return on assets (pre-tax or post-tax), return on operating assets, return on equity (pre-tax or post-tax), return on capital, return on invested capital, return on sales, return on revenue, profits, total stockholder return (measured in terms of stock price appreciation and/or dividend growth), cost saving levels, gross or operating margins (pre-tax or post-tax), productivity ratios,

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expense targets, margins, operating efficiency, lease placement of aircraft, working capital targets, change in working capital, economic value added customer satisfaction, marketing spending efficiency, core non-interest income, book value, change in working capital, return on capital, and/or stock price, with respect to the company as a whole or of any of our subsidiaries, affiliates, divisions or departments.

Eligibility

        As of January 1, 2014, approximately five non-employee directors and approximately 63 employees (including executive officers), as well as prospective employees and consultants, are eligible to participate in the 2014 Plan.

Termination of Employment

        The impact of a termination of employment on an outstanding award granted under the 2014 Plan, if any, will be set forth in the applicable award agreement or an individual's employment, consulting or similar agreement with us.

Change in Control

        The 2014 Plan provides, unless otherwise provided by the Committee in the applicable award agreement or at any other time prior to the occurrence of a change in control, upon a change in control, each outstanding award will be assumed or an award with equivalent value will be substituted by the successor corporation or a parent or subsidiary of the successor corporation, with appropriate adjustments as to the number and kind of shares and prices. In the event the successor corporation in a change in control refuses to assume or substitute for the award, any time-vested restricted stock that was forfeitable prior to such change in control will become non-forfeitable, time-based RSUs will be considered earned and payable in full and any restrictions thereon will lapse, any unexercised time-based option or SAR, whether or not exercisable on the date of such change in control, will become fully exercisable and may be exercised in whole or in part, and the Committee may determine the level of achievement with respect to any performance-based awards through the date of the change in control. The Committee may make additional adjustments and/or settlements of outstanding awards upon a change in control, including cancelling any awards for cash upon at least ten days' advance notice to affected participants. Under the terms of the 2014 Plan, a change in control generally means the first to occur of the following: (i) an acquisition by any person or group of beneficial ownership of 35% or more, on a fully diluted basis, of our outstanding shares of common stock or the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors, excluding any acquisition that complies with clauses (A), (B), and (C) of this paragraph and certain other acquisitions; (ii) individuals who were members of our board of directors on the effective date, and directors whose election or nomination for election was approved by a vote of at least two-thirds of such incumbent directors, cease to constitute at least a majority of our board; (iii) our complete dissolution or liquidation; or (iv) the consummation of a merger, consolidation, statutory share exchange, a sale or other disposition of all or substantially all of our assets or similar form of corporate transaction that requires the approval of our stockholders, unless immediately following any such transaction, (A) the majority of the total voting power of the surviving company (or parent corporation with voting power to elect a majority of the directors of the surviving company) is represented by the our outstanding voting securities that were outstanding before the transaction and held by the holders thereof in substantially the same proportion as before the transaction, (B) no person or group becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting power of the parent company or, absent a parent company, the surviving company, and (C) at least two-thirds of the directors of the parent company (or surviving company) following such transaction were members of our board at the time of the board approval for such transaction.

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Transferability

        Awards under the 2014 Plan are generally not transferable except by will or the laws of descent and distribution or as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the participant's family members or to a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise.

Amendment and Discontinuance

        The 2014 Plan may be amended, altered, suspended, discontinued or terminated by the Board, but no amendment, alteration, suspension, discontinuation or termination may be made if it would materially impair the rights of a participant (or his or her beneficiary) without the participant's (or beneficiary's) consent, except for any such amendment made to comply with law. The 2014 Plan may not be amended, altered, suspended, discontinued or terminated without stockholder approval to the extent such approval is required to comply with any tax or regulatory requirement applicable to the 2014 Plan.

Plan Term

        The 2014 Plan will expire on the tenth anniversary of the effective date.

Federal Income Tax Consequences

        The following discussion is intended only as a brief summary of the federal income tax rules that are generally relevant to awards that may be granted under the 2014 Plan, based upon the U.S. federal tax laws currently in effect. The laws governing the tax aspects of awards are highly technical and such laws are subject to change. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2014 Plan. The income tax consequences under applicable foreign, state or local tax laws may not be the same as under U.S. federal income tax laws. Participants in the 2014 Plan are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2014 Plan.

Nonqualified options and SARs

        Upon the grant of a nonqualified option or SAR, assuming the exercise price is at least equal to the fair market value of a share of Class A Common Stock on the date of grant, the award holder will not recognize any taxable income and we will not be entitled to a deduction. Upon the exercise of an option or SAR, the excess of the fair market value of the shares acquired on the exercise of the option or SAR over the exercise price or the cash paid in settlement of the SAR (the "spread") will constitute compensation taxable to the award holder as ordinary income. In computing our U.S. federal income tax, we will generally be entitled to a deduction in an amount equal to the compensation taxable to the optionee.

Incentive stock options

        An optionee will not recognize taxable income on the grant or exercise of an incentive stock option. However, the spread at exercise will constitute an item includible in alternative minimum taxable income, and, thereby, may subject the optionee to the alternative minimum tax. Such alternative minimum tax may be payable even though the optionee receives no cash upon the exercise of the incentive stock option with which to pay such tax. Upon the disposition of shares of stock acquired pursuant to the exercise of an incentive stock option, after the later of (i) two years from the date of grant of the incentive stock option and (ii) one year after the transfer of the shares to the optionee (the "ISO Holding Period"), the optionee will recognize long-term capital gain or loss, as the case may

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be, measured by the difference between the stock's selling price and the exercise price. We are not entitled to any tax deduction by reason of the grant or exercise of an incentive stock option, or by reason of a disposition of stock received upon exercise of an incentive stock option if the ISO Holding Period is satisfied. Different rules apply if the optionee disposes of the shares of stock acquired pursuant to the exercise of an incentive stock option before the expiration of the ISO Holding Period.

Restricted stock

        A grantee who is awarded restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares of Class A Common Stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). However, the grantee may elect under Section 83(b) of the Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the Class A Common Stock on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the grantee does not make such a Section 83(b) election, the fair market value of the Class A Common Stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse, and dividends paid while the Class A Common Stock is subject to restrictions will be subject to withholding taxes.

Restricted stock units

        There are no immediate tax consequences of receiving an award of RSUs. A grantee who is awarded RSUs will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment date, and we may deduct a like amount of compensation.

Stock bonus awards

        Participants who are awarded unrestricted Class A Common Stock will be required to recognize ordinary income in an amount equal to the fair market value of the shares of Class A Common Stock on the date of the award, reduced by the amount, if any, paid for such shares.

Incentive bonus awards and other awards

        There are no immediate tax consequences of receiving an incentive bonus award or other award. A grantee who is awarded an incentive bonus award or other award will be required to recognize ordinary income at the time the award is settled, on the fair market value of the shares and/or cash received in connection with such settlement, and we may deduct a like amount as compensation.

Section 162(m) of the Code

        Generally Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to covered employees in a taxable year to the extent that compensation to such covered employee exceeds $1,000,000. Qualified "performance-based compensation" is disregarded for purposes of the deduction limitation. The 2014 Plan has been designed to provide our compensation committee the ability to grant equity awards that constitute "qualified performance based compensation" under Section 162(m) of the Code. The Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the Committee may pay or provide compensation in excess of $1,000,000 that is not exempt from the deduction limitations under Section 162(m).

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Section 409A of the Code

        Section 409A of the Code imposes an excise tax on the recipient of certain non-qualified deferred compensation. The Committee attempts to structure all executive compensation to comply with, or be exempt from, Section 409A.

Certain Grant Information

Plan Benefits Table

        No determination has been made as to the types or amounts of awards that will be granted to specific individuals under the 2014 Plan. Information on equity-based awards recently granted under the 2010 Plan to each of our named executive officers is set forth in the sections titled Summary Compensation Table and Grants of Plan-Based Awards in the section titled Executive Compensation—Summary Compensation Tables below. Information on equity-based awards recently granted under the 2010 Plan to our non-employee directors is provided under the sections titled Director Compensation and Director Compensation Summary.

Equity Compensation Plan Information*

Proposal 4: Advisory Vote to Approve Named Executive Officer Compensation

        We are seeking an advisory vote from our stockholders to approve our named executive officer compensation as disclosed in the section below titled Executive Compensation. Notwithstanding the majority of votes in favor of holding the advisory vote on named executive officer compensation every

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three years at the 2012 annual meeting of stockholders, the Board of Directors has decided to hold the advisory vote every year in response to the significant number of shares voted in favor of an annual vote and a desire to adopt what is now perceived to be a governance best practice. Our named executive officers include Messrs. Udvar-Házy and Plueger and the three other executive officers named in the tables that appear in the Executive Compensation section below. Stockholders are being asked to approve the following advisory resolution:

        RESOLVED, that the stockholders of Air Lease Corporation approve, on an advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth below in the section titled Executive Compensation.

        Our executive compensation program is designed to attract, motivate and retain the most talented individuals in the aircraft leasing business, and to reward these individuals for the successful launch of our business and its continuing strong performance. The compensation committee and our Board of Directors believe that the program has been very successful in accomplishing these objectives. The combination of a competitive base salary and bonus, and the potential for even greater rewards as a stockholder, has helped us assemble a formidable management team and focus them on growing the value of the Company over the long term. We believe having an experienced and motivated senior management team is essential to the success of the Company and provides us with an important competitive advantage.

        Stockholders are urged to read the section titled Executive Compensation—Compensation Discussion and Analysis set forth below, which contains a detailed description of how our compensation program implements our compensation philosophy.

        This is a non-binding vote. The compensation committee and our Board of Directors will review the voting results in connection with their regular evaluation of our compensation program.

        Approval of this advisory vote requires the affirmative vote of a majority of shares of Class A Common Stock present or represented, and entitled to vote thereon, at the Annual Meeting. Abstentions will have the same effect as a vote "Against" the proposal. Broker non-votes will have no effect on the outcome of the advisory vote.

        The Board of Directors recommends that you vote "FOR" the advisory resolution to approve our named executive officer compensation.

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Ownership of Air Lease Corporation Class A Common Stock

        The following table sets forth information as of March 17, 2014, except as noted below regarding the beneficial ownership of our Class A Common Stock by:

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each person known by us to beneficially own more than five percent of our Class A Common Stock;



•

each of our named executive officers;



•

each of our directors and nominees; and



•

all of our executive officers, directors and nominees, as a group.

        Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or have the right to acquire such powers within 60 days. Unless otherwise indicated, each person has sole voting and investment power over the shares reported.

        In computing the percentage ownership of a person, shares of our Class A Common Stock subject to warrants or options held by that person are deemed to be outstanding if they are exercisable within 60 days of March 17, 2014. The shares subject to such warrants or options are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. All percentages in the following table are based on a total of 101,897,236 shares of our Class A Common Stock outstanding as of March 17, 2014. The address of each person named in the table below, unless otherwise indicated, is c/o Air Lease Corporation, 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067.

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Executive Compensation

Compensation Discussion and Analysis

Executive Summary

        2013 Performance Highlights.    Our executive compensation program is designed to reward our named executive officers ("NEOs") for achieving results that derive value for our stockholders. 2013 has been a year of continued growth in our business. We expanded our global airline customer base, increased our future contracted aircraft delivery stream, and broadened our financing sources. We grew all of our key operating metrics in 2013 concluding the year with the Company's highest pretax operating profit margin. For the full year of 2013, our diluted EPS (earnings per share) increased to $1.80 from $1.28 in 2012, a 40.6% increase. For the full year of 2013, we increased our revenues to $859 million from $656 million in 2012, a 30.9% increase.

2013 Key Performance Metrics:

2013 Key Achievements:

        Expanded Global Airline Customer Base.    We added 13 new airline customers, bringing our count to 79 airlines across 47 countries.

        Increased Future Contracted Aircraft Delivery Stream.    We entered into commitments to acquire up to 78 additional aircraft from Airbus, Boeing and ATR and we now have 327 aircraft on order through 2023, which further secures a consistent stream of aircraft delivery positions to meet our customers' needs.

        Broadened our Financing Sources.    We received two investment grade corporate credit ratings, which reduced our financing costs and further broadened our access to attractively priced capital. We increased our unsecured debt as a percentage of our total debt to 73.5% at the end of the year from 60.2% at the end of 2012. We raised $2.6 billion in debt financing in 2013, including our first investment grade bond, our first notes issuance guaranteed by the Export-Import Bank of the United States, and our first private placement of unsecured notes issued with a NAIC 1 rating.

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        Instituted Quarterly Dividend.    As a result of our strong performance, our Board of Directors instituted a quarterly dividend program at the beginning of 2013 and increased the amount of the dividend during the year.

        Impact of 2013 Performance on Pay.    Our 2013 financial and operational performance was reflected in the results of our 2013 performance-based annual bonuses. The weighted earned payout under our annual bonus plan was 182%. Our long-term equity is comprised of RSUs that vest based on attainment of book value goals (the "Book Value RSUs") and RSUs that vest based on attainment of total stockholder return goals (the "TSR RSUs"). The TSR RSUs vest at the end of a three year period and the first grant will vest on January 1, 2015, if the performance measures are met. Annual grants of Book Value RSUs vest equally over a three year period. At December 31, 2013, as a result of our strong performance, the target for the second tranche of Book Value RSUs issued in 2012 was met and the target for the first tranche of Book Value RSUs issued in 2013 also was met. In February 2014 our compensation committee met to decide 2014 compensation and also took into account our 2013 performance in deciding individual compensation adjustments.

        Pay and Governance Best Practices at the Company.    Pay and governance best practices at the Company, which we discuss in our proxy statement, include the following:

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Compensation program designed to mitigate undue risk



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Voluntary adoption of clawback policy



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Moderate and reasonable severance benefits



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Moderate perquisites



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Share ownership requirements



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Anti-hedging policy



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Double-trigger change in control provisions for new equity awards



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Review of tally sheets when making executive compensation decision



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Use of an independent compensation consulting firm which provides no other services to the Company



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No 280G or other tax gross-ups



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No repricing underwater stock options

Compensation Program Overview and Objectives

        Our Company was launched in February 2010, and we completed our initial public offering in April 2011. Our executive compensation program is designed to address some of the unique challenges associated with being a young company that requires a small number of extraordinary and talented individuals with industry experience to manage and lead an asset-intensive business.

        The primary objective of our executive compensation program is to attract, retain and motivate the highest caliber executives in the aircraft leasing industry by offering a comprehensive compensation program that is attractive enough to entice successful senior executives to work for a company with a limited operating history. We also believe it is important that our compensation program attracts the highest caliber of executive who is experienced and capable of managing our aircraft fleet with a small team to help drive our profitability. At the end of 2013, we had total assets of $9.3 billion and we had 63 total employees, and we believe that this compares favorably to other companies.

        Our compensation program includes fixed compensation elements that are very competitive in the marketplace, combined with performance-based elements that are designed to reward our named

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executive officers (or "NEOs") for achieving results that derive value for our stockholders. In accordance with the rules of the SEC, our NEOs are Steven F. Udvar-Házy (our principal executive officer); Gregory B. Willis (our principal financial and accounting officer); John L. Plueger, Jie Chen and Grant A. Levy, the three other most highly compensated executive officers who were serving as executive officers at the end of 2013.

Stockholder Say-on-Pay

        In May 2012 at our first Annual Meeting as a public company, the advisory vote to approve NEO compensation received the affirmative support of 98% percent of our stockholders represented at the meeting and entitled to vote on the matter. At our May 2013 Annual Meeting, the advisory vote to approve NEO compensation received the affirmative support of 75.7% percent of our stockholders represented at the meeting and entitled to vote on the matter. In evaluating our executive compensation program, our compensation committee considered the results of the say-on-pay proposal and other factors as discussed in this Compensation Discussion and Analysis. In addition, we have enhanced our disclosure to provide more detail about our compensation programs and philosophy and how we believe our compensation programs directly impacted our strong performance in 2013.

        Notwithstanding the majority of votes in favor of holding the advisory vote on NEO compensation every three years, at the 2012 Annual Meeting of stockholders, the Board of Directors has decided to hold the advisory vote every year in response to the significant number of shares voted in favor of an annual vote and a desire to adopt what is now perceived to be a governance best practice. After the upcoming annual meeting, we again will provide our stockholders with the opportunity to cast a say-on-pay vote at our 2015 annual meeting.

        This Compensation Discussion and Analysis should be read together with the executive compensation tables that follow, which disclose the compensation awarded to, earned by or paid to our NEOs with respect to 2013.

How We Determine Compensation

        Role of the Compensation Committee.    The compensation committee is composed of Dr. Sugar, who serves as Chairman of the committee, and Ms. Krongard and Mr. Milton. Ms. Krongard and Mr. Milton joined the committee in December 2013 when Messrs. Danhakl and Ressler retired from the Board of Directors. The compensation committee oversees the design, administration and evaluation of our overall executive compensation program and recommends to the independent directors of the Board of Directors the total compensation for our Chairman and Chief Executive Officer and our President and Chief Operating Officer. It also approves the total compensation for the other NEOs. Each member of the compensation committee must be an independent, non-employee director, as those terms are defined in SEC, NYSE and Internal Revenue Service rules. Among other things, the compensation committee will at least annually:

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Review and adjust (or recommend adjustments to) each NEO's compensation in order to ensure an appropriate mix of cash and equity, and an appropriate balance of fixed and at-risk compensation, in light of, among other factors, each individual's particular role and responsibilities, personal motivations, stock ownership exposure and wealth accumulation.



•

Approve specific performance targets and individual goals for each NEO with respect to the at-risk portions of his compensation.



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Consult with the compensation committee's independent consultant to help ensure that the total compensation paid to each NEO is appropriate in light of our compensation objectives, tax and accounting considerations and compensation best practices.

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•

Design annual incentive awards with quantitative factors and qualitative milestones applicable to all our officers that further our overall business objectives, and approve award payouts based on performance actually achieved.

        Role of Management.    The compensation committee formulates its recommendation for the overall compensation of our Chairman and Chief Executive Officer without management participation. In addition, the committee recommends to the Board of Directors the overall compensation of our President and Chief Operating Officer with input from our Chief Executive Officer. Finally, the committee determines the overall compensation of our other NEOs with input from our Chief Executive Officer and Chief Operating Officer. None of our NEOs is present when his compensation is discussed by the committee. Our management administers all compensation and benefits programs, subject to the oversight of the committee. This delegation to management is strictly limited to implementation of the programs, and does not include any discretion to make material decisions regarding the overall executive compensation program.

        Role of Independent Consultant.    The compensation committee has engaged Exequity as an independent consultant to provide advice with respect to compensation decisions for our executive officers. The independent consultant assists in evaluating our compensation objectives, obtaining market information, and designing various aspects of our compensation program. The independent consultant attends meetings of the committee by invitation, and committee members have direct access to the independent consultant without management involvement. The independent consultant will also consult with our senior executives as directed by the committee. The committee has the sole authority to hire and fire the independent consultant. In order to help ensure impartiality and objectivity, the committee requires that the independent consultant provide services only to the committee and not to management, absent specific committee approval. In 2013, Exequity did not perform any services unrelated to its committee engagement, including any separate work for our management or employees. The independence of Exequity has been evaluated in accordance with SEC and NYSE rules, and it has been determined that its work did not raise any conflicts of interest.

        Benchmarking.    In 2010 and 2011, we did not benchmark our compensation program against that of other companies as the initial compensation of our NEOs was primarily driven by the terms of their employment, which were established before we became a public company. Due to the unique nature of our start-up venture, comparisons to more established companies were not deemed appropriate. Moreover, as discussed below, we do not believe we have a suitable peer group.

        Since 2012, the compensation committee's independent consultant has collected compensation information about similarly sized U.S.- based employers, including aircraft manufacturers, banks, financial institutions, leasing companies, brokers and airlines. We used that information to supplement the collective knowledge and experience of our Board of Directors, senior executives and the consultant. We do not, however, intend to make decisions primarily based on how our compensation practices compare to those of other companies. Our compensation decisions will continue to be guided by what we consider to be the amount and form of compensation that will best enable us to attract, motivate and retain the most talented executives and to focus them on the growth and long-term success of our business. We operate in a highly specialized industry with a finite number of other companies, many of which are foreign, private or are subsidiaries of other companies. For that reason, the compensation committee believes it is not possible to develop a robust group of relevant peer companies against which to accurately benchmark our performance.

Risk Management

        We believe that the best way to ensure our NEOs' and other employees' personal commitment to our long-term goals is to ensure that their financial rewards as stockholders will, over the long term, far outweigh any cash compensation they earn as employees. In this regard, the interests of our NEOs and

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our stockholders are strongly aligned. Our NEOs as a group beneficially own approximately 8.4% of our Class A Common Stock, and each NEO has made a meaningful personal investment in our stock.

        In addition, our executive compensation program has been designed to discourage executives from taking unnecessary risks that could threaten the long-term interests of our young company. As described in more detail below, a significant portion of our incentive-based compensation has been tied to an increase in our book value, and not to metrics that may encourage risk-taking behavior focused on short-term results. Similarly, we have mitigated potential risk by subjecting all of the equity awards granted since 2012 to performance-based vesting conditions. If the respective performance measures are achieved, awards tied to an increase in book value vest annually over three years and awards tied to total stockholder returns vest at the end of three years.

        We have also capped our short and long-term incentive opportunities; there is no upside associated with performance-based RSUs that vest based on book value and the TSR RSUs are capped at 200% of target to limit potential payouts even in instances of superior performance. In addition, the annual bonuses of our Chief Executive Officer and our Chief Operating Officer are capped at 200% of target as set forth in their employment agreements. We also base executive rewards on a variety of internal performance measures (as explained below) so as to avoid an over reliance on any singular indicator of performance. Additionally, since 2012 half of our long-term incentive awards were based on stockholder returns relative to a broad index. We believe that these design safeguards align our executive incentives and corresponding payouts with stockholder value creation. Also in February 2013 and 2014, the compensation committee's independent consultant performed a compensation risk analysis. In February 2014, our Board of Directors also adopted a clawback policy relating to incentive compensation, as described below.

        Ownership Guidelines.    We also believe that our executives' significant equity ownership in our Company aligns their long-term interests with those of our stockholders. Our Board of Directors has adopted stock ownership guidelines for our executive officers at the level of Executive Vice President or higher. Our Chief Executive Officer is required to own Class A Common Stock equivalents with an aggregate market value equal to six times his annual rate of salary. Mr. Udvar-Házy beneficially owns 4,970,937 shares of our Class A Common Stock with a value that far exceeds six times his annual rate of salary. Our Chief Operating Officer is required to own Class A Common Stock equivalents with an aggregate market value equal to three times his annual rate of salary. Mr. Plueger beneficially owns 566,065 shares of our Class A Common Stock with a value that far exceeds three times his annual rate of salary. Each of our other executive officers subject to these guidelines is required to own Class A Common Stock equivalents with an aggregate market value equal to at least his annual rate of salary. Messrs. Chen, Levy and Willis each own shares of our Class A Common Stock that exceed this requirement. Class A Common Stock equivalents are shares of Class A Common Stock owned personally by an executive officer and shares of Class A Common Stock underlying unvested RSUs that are subject to time-vesting only. Each executive officer subject to these guidelines has five years from the time he or she becomes subject to the guidelines to achieve the required level of ownership.

        No Hedging.    The Company also prohibits our directors, officers and employees from engaging in short-term or speculative transactions, such as hedging, in the Company's securities, including our Class A Common Stock.

        Clawback Policy.    In February 2014 our Board of Directors adopted a clawback policy. The policy provides that we will require reimbursement of any incentive payments to an executive officer which was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Company financial statements filed with the SEC, if our Board of Directors determines that the executive engaged in intentional misconduct that caused or substantially caused the need for a substantial restatement of financial results and a lower payment would have been made to the executive based on the restated financial results. In each such instance, we will to the extent practicable, seek to recover from the individual executive the amount by which the individual executive's incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

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Amendments to Employment Agreements of Chief Executive Officer and Chief Operating Officer

        In 2010, we entered into employment agreements with Mr. Udvar-Házy, our founder, Chairman and Chief Executive Officer and Mr. Plueger, our President and Chief Operating Officer, because we considered our future success to be dependent to a significant extent upon their continued service. We viewed their services as critical to the successful implementation of our business strategies. If we were to have lost their services, our business and financial results could have been adversely affected. The term of each of these employment agreements, as amended in August 11, 2010, was to end on June 30, 2013. In light of the Company's strong business and financial performance highlighted above, and the performance of each of Messrs. Udvar- Házy and Plueger since the inception of the Company, we amended and extended the terms of each their employments until June 30, 2016.

        Mr. Udvar-Házy has 48 years of experience in the aviation sector and Mr. Plueger has more than 27 years of experience in the aviation sector. Both have extensive industry relationships with customers and manufacturers which benefit our Company. Their relationships with manufacturers help drive the ability of the Company to obtain favorable acquisition and delivery terms as well as influence new aircraft design. They have key customer relationships with more than 200 airlines in over 70 countries resulting in the Company's diversified customer base of 79 airlines in 47 countries. Under their leadership the Company has established itself as a leading global aircraft lessor with one of the largest order book in the industry for future delivery of aircraft directly from the two primary manufacturers. In addition, in 2013 the Company received investment grade ratings, continued to build a globally diversified banking group, and accessed the capital markets multiple times.

        The terms of the amended employment agreements are intended to be consistent with the Company's executive compensation policies. Because we believe the Company's continued success depends on each of Messrs. Udvar-Házy and Plueger remaining with the Company for the term of their employment agreements, the amended employment agreements retained the bonus upon completion of the three year term. The amendments also provide for enhanced benefits, payable in a lump sum, in the event each of Messrs. Udvar-Házy's and Plueger's employment is terminated by us without Cause or by either Mr. Udvar-Házy or Mr. Plueger for Good Reason, in each case within twenty-four months following a Change in Control (as defined in the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan or any successor plan). Mr. Plueger's employment agreement was amended to increase his target annual bonus from 80% of his annual salary to 100% of his annual salary and increases his maximum annual bonus from 120% of his annual salary to 200% of his annual salary for annual bonuses beginning with calendar year 2013 in order to align his target and maximum bonus opportunities with that of the other executive officers of the Company. A description of the amended employment agreements is set forth in the section titled Executive Compensation—Employment Agreements and Arrangements and Potential Payments upon Termination or Change in Control.

Elements of the Executive Compensation Program

        We have four primary elements of our executive compensation program: base salary, annual cash incentive bonuses, long-term equity incentive awards and long-term cash bonuses. In 2013, approximately 75% of our CEO's total compensation for these elements was performance-based and not guaranteed.

        Base Salary.    Base salary is the main "fixed" component of our executive compensation program, and it is aimed primarily at attracting and retaining the best possible executive talent. The relative levels of base salary for our NEOs are based on the particular responsibilities and expectations associated with each executive's position. Another factor that we consider extremely important is the experience of each NEO in our industry. We review salaries annually and consider possible merit increases, increases in connection with promotions and changes in responsibilities and market competitive factors.

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        None of our NEOs are guaranteed an annual salary increase. The base salaries of Messrs. Udvar-Házy and Plueger have remained unchanged since 2010 and are determined in accordance with their employment agreements. The base salaries of the other NEOs are determined by the compensation committee, with the input of Messrs. Udvar-Házy and Plueger and taking into consideration the objectives and philosophies of our overall executive compensation program. In 2013, the compensation committee increased base salaries for our other NEOs as follows: Mr. Chen, 5%, Mr. Levy 1.3% and Mr. Willis 13.9%. The committee felt that an increase in the base salaries of these executives was reasonable in light of the Company's strong operating performance in 2012, individual performance, and in the case of Mr. Willis' salary market position.

        Annual Cash Incentives.    We pay annual cash bonuses to drive the achievement of key business results for the year and to recognize individuals based on their contributions to those results.

        Each year the compensation committee establishes performance guidelines for bonus payments. The guidelines are developed taking into account the Company's applicable fiscal year plan and its long-term strategy. These guidelines also take into account expectations regarding probability of achieving performance goals and include "stretch" goals that are supported by the business plan. Goals are set at the beginning of the performance period.

        For 2013, the compensation committee developed the following performance-based guidelines for the payment of annual incentive awards to our NEOs:

        Each NEO had the opportunity to earn his target award (a percentage of base salary) based on Company performance, as modified by an individual performance factor determined by the Committee for 2013 to be between 0% and 120%, based on the achievement relative to individual performance goals described below (but in no event in excess of 200% of target for our Chief Executive Officer and our Chief Operating Officer). Below is the formula:

Target Award × Company Performance Factor × Individual Performance Factor

        The weighted earned payout based on company performance for 2013 was 182%. A summary of these performance measures as well as the related fiscal 2013 results are as follows (dollars in millions):

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        The weighted earned payout of 182% reflects the Company's very strong performance in 2013. Compared to 2012, our 2013 revenue increased 31%, our pre-tax operating margin increased to 34% versus 31%, our pre-tax return on equity increased to 12.1% versus 9.1%, and we acquired 40 additional aircraft with a total net book value of $1.7 billion, all of which are leased. With respect to our strategic objectives, we exceeded all of our target goals by adding 13 new airline customers, achieving two investment grade credit ratings, diversifying our financing sources, including increasing our banking group to 43 institutions and continuing to optimize internal processes, including implementing an expense reporting system.

        After evaluating the Company's strong performance relative to the guidelines established at the beginning of 2013 and taking into account individual contributions in 2013, our compensation committee awarded Messrs. Chen, Levy and Willis annual cash performance bonuses in the amounts set forth below and our compensation committee recommended, and our independent Board of Directors approved, annual cash performance bonuses for Messrs. Udvar-Házy and Plueger in the amounts set forth below. Mr. Chen is our managing director of marketing for Asia and his individual factor reflects our strong performance in Asia as it became our largest market in 2013. Mr. Willis is our Chief Financial Officer and his individual performance factor reflects his contribution to the Company obtaining two investment grade credit ratings, exceeding our goals, among other contributions.

        Long-Term Equity Incentive Awards.    Consistent with our executive compensation objectives, the compensation committee believes that an important aspect of attracting and retaining exceptionally talented executives and aligning their interests with those of our stockholders is to provide equity-based incentive compensation.

        On February 25, 2013, we made long-term equity incentive awards to all of our NEOs as part of our planned equity grant cycle. Our compensation committee established an overall value for each executive officer, and applied a mix of approximately 50% RSUs that vest based on attainment of book value goals (the "Book Value RSUs") and 50% RSUs that vest based on attainment of total stockholder return goals (the "TSR RSUs"). The compensation committee believes this mix creates a balanced incentive because the RSUs provide the executives the incentive to steadily increase the book value of the Company while seeking an overall increase in total stockholder return over a three-year period. All awards have been made under our 2010 Plan. All RSUs awarded in 2013 are denominated in share units, each of which is equivalent to one share of Class A Common Stock, and are subject to performance conditions and time vesting.

        The degree to which TSR RSUs vest depends on performance over a three-year measurement period. The number of shares to be received at the end of the three-year performance period, which runs from January 1, 2013 through December 31, 2015, will depend on our ranking within the S&P 400

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Mid-Cap Index as set forth in the table below. Results between the points in the table will be interpolated on a linear basis.

        Total stockholder return (TSR) is the change in price of a share of Class A Common Stock plus accumulated dividends over a specified period of time and is an indicator of management's achievement of long-term growth in stockholder value. Comparing the Company's TSR over a specified period of time to index companies' returns over the same period of time is an objective external measure of the Company's effectiveness in translating its results into stockholder returns. The compensation committee benchmarks the TSR goals against the S&P 400 Mid-Cap Index as the compensation committee believes it represents a broad range of investment alternatives with similar market capitalization as our Company. The compensation committee also believes that tying a portion of our executive compensation to the stockholder returns of similarly capitalized companies emphasizes our pay-for-performance philosophy. As previously discussed, we operate in a highly specialized industry with a finite number of other companies, many of which are foreign, private or are subsidiaries of other companies. For that reason, the compensation committee believes it is not possible to develop a robust group of relevant peer companies against which to accurately benchmark our performance.

        The chart below shows the February 25, 2013, long-term equity incentive awards to our NEOs in the form of Book Value RSUs and TSR RSUs, including the number of shares of Class A Common Stock underlying the awards at the time of grant:

        The Book Value RSUs generally vest in three equal installments over a three-year performance period, but only if the Company has met certain per share book value targets, as determined in accordance with GAAP, as of December 31, 2013, 2014 and 2015. The per share book value targets are $22.66 in the first year, $23.30 in the second year and $24.23 in the third year. If a specified target is not attained as of December 31 of the applicable year, the installment for such year will not vest and will expire as of such date. The December 31, 2013 per share book value target of $22.66 was met and one-third of the awards vested on January 1, 2014. The underlying shares were released and issued in accordance with their terms on February 27, 2014.

        In addition, the third tranche of 25% of the Book Value RSUs granted to Messrs. Udvar-Házy, Plueger, Levy and Willis on June 30, 2010 vested, as a result of our Company attaining at least 9.26% growth in book value per share over the book value as of June 30, 2010. The first tranche of 50% of the Book Value RSUs granted to Mr. Chen on April 25, 2011, also vested as a result of our Company attaining at least 9.26% growth in book value per share over the book value as of June 30, 2010.

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Long-Term Cash Bonuses

        Retention Bonuses.    Due to the unique nature of our start-up venture in 2010, four of our NEOs received retention incentives that would vest upon completion of three years' service with our Company and were forfeited if the executive's employment was terminated prior to vesting. The purpose of these bonuses was to promote stability among our leadership team during our critical start-up period. Each of Messrs. Udvar-Házy, Plueger and Chen were eligible for a retention bonus equal to 10% of his 2013 base salary. Mr. Levy was eligible for a retention bonus equal to $85,000. The retention bonuses vested on June 30, 2013 and were paid as follows: Mr. Udvar-Házy—$180,000; Mr. Plueger—$150,000; Mr. Chen—$88,358; and Mr. Levy—$85,000.

        Because we believe the Company's continued success depends on each of Messrs. Udvar-Házy and Plueger remaining with the Company for the term of their employment agreements, the amended employment agreements discussed above retained the retention bonus for service completion upon completion of the three year term ending on June 30, 2016. A description of the amended employment agreements is set forth in the section titled Executive Compensation—Employment Agreements and Arrangements and Potential Payments upon Termination or Change in Control.

        Deferred Bonuses.    We pay cash bonuses to our employees under our Amended and Restated Deferred Bonus Plan. The purpose of the plan is to provide retention incentives that are time-vested and based on amounts already earned, thereby providing a balance against our incentives that are tied to uncertain, future performance. Under the plan, our employees have an opportunity to receive a cash bonus in an amount equal to a percentage of the aggregate amount of base salary and annual and other short-term cash bonus compensation paid with respect to a particular year. The deferred bonus will generally vest upon the second anniversary of the end of the year with respect to which the award was made, provided that the employee is still employed by us on a full-time basis on that date. In 2013, the Company amended our Amended and Restated Deferred Bonus Plan to provide that deferred bonuses granted to our executive officers may be awarded under our 2013 Cash Bonus Plan and subject to the conditions set forth in that plan.

        Our executive officers are each eligible to participate in our Amended and Restated Deferred Bonus Plan. Each executive received a cash payout in the amount forth below for deferred bonuses granted in 2012 and vested on December 31, 2013. In February 2013, we granted deferred bonuses in the amounts set forth in the table below, which will vest on December 31, 2014.

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Other Compensation

        Special Bonuses for Mr. Chen.    Mr. Chen was eligible for a 2013 performance bonus of up to $370,000 payable in July 2013. In July 2013, Mr. Chen received $259,000 for meeting 70% of the performance targets. Mr. Chen's performance target for this performance bonus required the lease placement of a specified number of aircraft in the Asian market. The performance targets set in respect of this performance bonus were challenging but achievable. His remaining performance bonus of up to $450,000 will vest and be payable in July 2014, subject to his continued employment and based upon the achievement of performance targets established by our Chief Executive Officer and approved by the compensation committee, including the lease placements of a specified number of aircraft in the Asian market. We regard Mr. Chen as playing a key role in the potential expansion of our business in the Asian market and in recognition of the importance of the Asian market to our business and his role relative to that market, the compensation committee approved Mr. Chen's eligibility for these performance bonuses.

        Retirement Programs.    We maintain a 401(k) savings plan for our employees and, under the terms of the plan, will make matching contributions in amounts equal to 116% of up to 6% of the contributions made by each of Messrs. Udvar-Házy, Plueger, Chen, and Levy and equal to 75% of up to 6% of the contributions made by Mr. Willis.

        Benefits and Perquisites.    Our NEOs generally receive the same healthcare benefits as our other employees. Mr. Udvar-Házy has additional benefits under his employment agreement, including our payment of premiums for a $5.0 million term life insurance policy payable to his beneficiaries. Similarly, we pay Mr. Plueger's premiums for a $2.0 million term life insurance policy payable to his beneficiaries. In addition, we pay the premiums for Messrs. Udvar-Házy, Plueger, Chen, Levy and Willis under our group term life insurance program, in which all of our employees participate.

        Personal Use of Company Aircraft.    The Board of Directors adopted a travel policy that requires the Chairman and Chief Executive Officer and the President and Chief Operating Officer to use, to the maximum extent practicable, Company-owned aircraft for personal use as well as business travel. The Company required that such officers reimburse the Company for the incremental cost of personal use in excess of $100,000 in 2013. In 2013, the incremental cost of Mr. Udvar-Házy's and Mr. Plueger's personal use of Company aircraft was approximately $73,809 and $32,154, respectively.

2014 Executive Compensation Program

        The same elements of our executive compensation program are applicable in 2014.

        Base Salary.    Messrs. Udvar-Házy's and Plueger's base salary did not change. In 2014, the compensation committee increased base salaries for our other NEOs as follows: Mr. Chen, 3% to $910,000, Mr. Levy 3% to $798,250 and Mr. Willis 9.8% to $450,000. The committee felt that an increase in the base salaries of these executives were reasonable in light of the Company's strong operating performance in 2013, individual performance, and in the case of Mr. Willis salary market position.

        Annual Cash Incentives.    Subject to the achievement of key business results for 2014, we plan to pay annual cash incentives for 2014 to recognize individuals based on their contributions to those

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results. Similar to last year, the compensation committee developed the following 2014 performance-based guidelines for the payment of annual incentive awards to our NEOs:

Long-Term Equity Incentive Awards.

        In February 2014, we made long-term equity incentive awards to each of our NEOs consistent with the process and formulation used in 2013 (the "February 2014 Awards"). These long-term equity incentive awards were in the form of Book Value RSUs and TSR RSUs. The compensation committee continues to believe that this mix of Book Value RSUs and TSR RSUs creates a balanced incentive because the RSUs provide the executives the incentive to steadily increase the book value of the Company while seeking an overall increase in TSR over a three-year period. All awards have been made under our 2010 Plan.

        The chart below shows the number of shares of Class A Common Stock underlying the February 2014 Awards at the time of grant:

Long-Term Cash Bonuses

        In 2014 our executive officers each remain eligible to participate in our Amended and Restated Deferred Bonus Plan and the 2014 grants are set forth below:

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Tax and Accounting Considerations

        Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), generally disallows a federal income tax deduction for public companies for compensation in excess of $1.0 million paid for any fiscal year to the chief executive officer and the three other most highly compensated executive officers (other than the chief financial officer) unless the compensation qualifies as performance-based. Certain qualified performance-based compensation is not subject to the deduction limit. The RSUs and the annual cash bonuses granted in 2013 to executive officers subject to Section 162(m) are expected to be tax deductible. Although tax consequences are considered in its compensation decisions, the compensation committee has not adopted a policy that all compensation must be deductible. Rather, the compensation committee gives priority to the overall compensation objectives discussed above.

        Section 409A of the Code imposes an excise tax on the recipient of certain non-qualified deferred compensation. The compensation committee attempts to structure all executive compensation to comply with, or be exempt from, Section 409A.

        The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which requires the Company to recognize compensation expense for share-based payments (including stock options and other forms of equity compensation). FASB ASC Topic 718 is taken into account by the compensation committee when determining equity based compensation awards.

Compensation Committee Report

        Management has prepared the Compensation Discussion and Analysis set forth above. The compensation committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with the Company's management. Based on this review and discussion, the compensation committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Dr. Ronald Sugar, Chairman
Cheryl Gordon Krongard
Robert A. Milton

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Executive Compensation Tables

Summary Compensation Table

        The following table summarizes compensation paid to or earned by our NEOs during the fiscal years ended December 31, 2013, 2012 and 2011.

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Grants of Plan-Based Awards

        The following table sets forth information concerning grants of plan-based awards made to our NEOs during the fiscal year ended December 31, 2013.

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Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth information concerning option awards and stock awards for our NEOs outstanding as of the end of the fiscal year ended December 31, 2013.