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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2019

 

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

 

001-36270

 

32-0414408

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1601 Elm St. Suite #800

Dallas, Texas

 

75201

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (214) 634-1110

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

 

SC

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amended Letter Agreement with Sandra Broderick

On October 23, 2019, Santander Consumer USA Holdings Inc. (the “Company”) entered into an amended letter agreement (“Amended Letter”) with Sandra Broderick, its Executive Vice President, Head of Operations. Ms. Broderick serves as the Executive Vice President, Head of Operations for the Company and was recently appointed Senior Executive Vice President, Head of Operations for Santander Holdings USA, Inc. (“SHUSA”). The Amended Letter replaces certain terms and conditions from the letter agreement between Ms. Broderick and the Company, dated September 19, 2017 (the “Offer Letter”). The terms of the Offer Letter that were not replaced by the Amended Letter remain in effect.

Under the Amended Letter, Ms. Broderick’s annual base salary was raised from $850,000 to $1,000,000, with such salary increase being retroactive to the beginning of the fourth quarter 2019. The Amended Letter also provides Ms. Broderick will be eligible for an annual incentive with a target opportunity of $1,150,000 (increased from a target opportunity of $850,000 as contemplated by the Offer Letter). As described in the Offer Letter, Ms. Broderick’s incentive award will be paid in a combination of 30% in immediate cash, 20% in deferred cash vesting ratably over three years, 30% in immediately-vesting equity, and 20% in equity vesting ratably over three years. The equity awards will be paid in Banco Santander, S.A. American Depository Receipts (“ADRs”) and/or Company equity awards. Ms. Broderick’s compensation is allocated between SHUSA and the Company based on her relative time spent in service to each entity.

The foregoing description is qualified by reference to the terms of the Amended Letter, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

A description of the components of compensation for the Company’s named executive officers, the Company’s Senior Executive Annual Bonus Plan, the Special Regulatory Incentive Program, and the Company’s Omnibus Incentive Plan is set forth in the Proxy Statement the Company files with the United States Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit
No.

   

Description

         
 

10.1

   

Amended Letter Agreement, by and between Santander Consumer USA Holdings Inc. and Sandra Broderick, dated October 23, 2019.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 28, 2019

 

 

SANTANDER CONSUMER USA HOLDINGS INC.

             

 

 

By:

 

/s/ Christopher Pfirrman

 

            

 

Name:

 

Christopher Pfirrman

 

 

Title:

 

Chief Legal Officer

Exhibit 10.1

 

October 23, 2019    LOGO

Sandra Broderick

1601 Elm St., Suite 800

Dallas, TX 75201

Dear Sandra:

We are pleased to affirm your current role with Santander Consumer (“SC”) and your new role with Santander Holdings, Inc. (“SHUSA” or “Santander”). This letter (“Offer Letter”) outlines the details of these changes.

 

  Company Entity:    SHUSA / SC
  Title:    SHUSA SEVP Head of Operations / SC EVP Head of Operations
  Location Address:    Santander Consumer Corporate Offices, Dallas, TX
           Manager:    SHUSA and SC CEO
  Annualized Salary:    $1,000,000
  Incentive Plan:    $1,150,000 target opportunity under the SC Executive Incentive Plan*
  Effective Date:    October 23, 2019

All other terms and conditions set forth in your SC offer letter dated Sept. 19, 2017 remain in effect. By signing below, you agree that the terms and conditions set forth in Exhibit A to your Sept. 19, 2017 offer letter apply to the services you provide to SHUSA. SHUSA and SC agree to pay the annualized salary in the Offer Letter beginning in the fourth quarter of 2019.

We anticipate that you will spend the majority of your time on SC matters and that approximately 30% of your time will be spent on SHUSA matters. We defer to you with respect to the precise allocation of your time, including with respect to how you divide your time among Santander offices and locations.

Sandra, we are very enthusiastic about you taking on additional responsibilities with SHUSA and look forward to a mutually rewarding working relationship. We believe we can offer you opportunities that challenge and reward you, and we look forward to you accepting this offer.

Respectfully yours,

 

/s/ Mikenzie Sari

Mikenzie Sari

Santander Consumer USA CHRO

 

Acknowledged:      
/s/ Sandra Broderick                                                                                                          10/23/19
Sandra Broderick       Date

* Note: Any incentive awards you receive will be payable in a combination of (a) cash, and (b) SC shares and/or SAN American Depositary Receipts (ADRs), as determined by SHUSA and SC in their sole discretion.