Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Waiver and Release Agreement with Jason A. Kulas
On September 7, 2017, the Waiver and Release of Claims Agreement between Santander Consumer USA Holdings Inc. and its subsidiaries and affiliates (the
“Company”) and Jason Kulas (“Waiver and Release Agreement”) became effective. Mr. Kulas’ employment at the Company was subject to the terms and conditions of the employment agreement, dated as of May 1, 2009, by
and between Santander Consumer USA Inc. and Mr. Kulas (the “Kulas Employment Agreement”), pursuant to which Mr. Kulas is entitled to certain compensation in the case of a termination without “Cause” (as defined in the
Kulas Employment Agreement) and conditioned upon his execution of a general release and waiver of claims against the Company. The Kulas Employment Agreement was previously filed with the SEC as Exhibit 10.5 to the Company’s Form S-1/A, filed on
November 22, 2013.
The Waiver and Release Agreement provides, among other things, that Mr. Kulas’ resignation will be treated as a
termination “other than for Cause” or “without Cause,” as applicable, for purposes of the Kulas Employment Agreement and any equity awards granted to Mr. Kulas by the Company.
The Waiver and Release Agreement confirms that Mr. Kulas will receive, subject to any limitations of banking regulators and applicable law and subject to
applicable tax withholding obligations, the following payments and benefits, each of which is provided for under the existing terms of the Kulas Employment Agreement: (i) an amount equal to his annual base salary of $1,809,600, payable on a
bi-weekly basis over twelve months; (ii) $2,070,000, which equals the full amount of the annual performance bonus to which it is deemed Mr. Kulas would otherwise be entitled absent his termination for 2017; (iii) $250,000 in deferred
cash bonus payments payable in accordance with the Company’s special regulatory incentive plan; (iv) $789,286 of the deferred cash portion of certain bonus awards, receipt of $295,050 of which is subject to the achievement of specified
Company performance goals for the years 2020-2022; and (v) 12 months of continued medical, dental, and life insurance coverage at the Company’s expense, which is valued at $7,183. Under the Waiver and Release Agreement, Mr. Kulas is
restricted from revealing confidential information of the Company and disparaging the Company. In addition, subject to certain exceptions, for 12 months following his resignation from the Company Mr. Kulas may not compete with the
Company or solicit or hire the Company’s employees.
2
In addition to the payments and benefits described above, the Waiver and Release Agreement provides that, upon
his termination of employment, (i) Mr. Kulas’ unvested restricted stock awards and restricted stock unit awards will vest in full in accordance with their terms and (ii) his outstanding unvested stock options will vest in full. A
portion of Mr. Kulas’ equity awards will continue to be subject to the satisfaction of specific performance measures in future periods.
The
Waiver and Release Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Waiver and Release Agreement is qualified in its entirety by reference to such exhibit.
Cautionary Note Regarding Forward-Looking Information
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words
or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,”
“projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although the Company believes that the expectations reflected in these forward-looking statements are
reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond the Company’s control. For an additional
discussion of these risks, please see Part I, Item 1A entitled “Risk Factors” in the Company’s 2016 Annual Report on Form 10-K.