Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment to the Board of Directors of Scott Powell
On September 14, 2016, the Board of Santander Consumer USA Holdings Inc. (the “Company”) appointed Scott Powell as a director.
Mr. Powell’s term will expire at the 2017 annual meeting of stockholders, and Mr. Powell will hold office for the remainder of his term or until his successor is elected and qualified.
Mr. Powell has served as the Chief Executive Officer and a director of Santander Holdings USA, Inc. since March 2015, and he is a member of Santander
Holdings USA, Inc.’s Board Executive Committee. He has also served as Chief Executive Officer and a director of Santander Bank, N.A. since July 2015, and he is a member of Santander Bank, N.A.’s Board Executive Committee.
Previously, Mr. Powell held numerous management roles at JPMorgan Chase & Co. and its predecessor Bank One Corporation, including Head of Banking and
Consumer Lending Operations, Chief Executive Officer of Consumer Banking and Retail Investments, Head of Consumer Lending, and Chief Risk Officer, Consumer. He also spent 14 years at Citigroup and its predecessors in senior risk management
positions. Most recently before joining Santander, Mr. Powell was Executive Chairman of National Flood Services Inc.
Mr. Powell is a director
of the Phipps Houses and The End Fund in New York City.
Mr. Powell graduated from the University of Minnesota and received an MBA from the
University of Maryland.
The Board has determined that Mr. Powell is not “independent” within the meaning of Rule 10A-3 of the Securities
and Exchange Act of 1934, as amended, and the applicable New York Stock Exchange listing standards. There is no agreement or understanding between Mr. Powell and any other person pursuant to which he was elected to the Board. Mr. Powell is
not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Resignation of
Jennifer Davis as Deputy Chief Financial Officer
On September 15, 2016, Jennifer Davis submitted her resignation as Deputy Chief Financial
Officer of the Company, effective as of December 31, 2016 (the “Termination Date”). Ms. Davis served as Interim Chief Financial Officer from July to December 2015 and was a “named executive officer” of the Company for
the fiscal year ended December 31, 2015.
In connection with her resignation, on September 15, 2016, Ms. Davis entered into a Separation
Agreement with Santander Consumer USA Inc., a wholly-owned subsidiary of the Company, and the Company (the “Agreement”). The Agreement provides, among other things, that Ms. Davis’s employment will terminate effective on the
Termination Date. The Agreement also provides that Ms. Davis will receive a separation payment equal to (i) $275,000, which is the equivalent of twelve months of Ms. Davis’s current base salary, and (ii) twelve months of
Consolidated Omnibus Budget Reconciliation Act of 1985 premiums based on the terms of Ms. Davis’s coverage, as of the Termination Date, under the Company’s group health plan (together, the “Separation Payment”). The
Separation Payment will be paid to Ms. Davis in four equal quarterly installments. The Agreement further provides that Ms. Davis’s resignation will be treated as a termination by the Company “without Cause” for purposes of
any Company incentive awards.
The foregoing summary of the terms of the Separation Agreement is qualified in its entirety by reference to the Separation
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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