Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 28, 2017, Santander Consumer USA Holdings Inc. and Santander Consumer USA Inc.
(individually and collectively, the Company) announced that their respective Boards of Directors (individually and collectively, the Board) appointed Scott Powell, currently a member of the Board, as President and Chief
Executive Officer of the Company, effective August 27, 2017. Mr. Powell was also appointed to the Executive Committee of the Board, effective August 27, 2017.
Also, on August 28, 2017, the Company announced that on August 25, 2017, Jason A. Kulas submitted his resignation as a member of the Board and, on
August 27, 2017, he submitted his resignation as President and Chief Executive Officer; both resignations were effective on August 27, 2017.
Appointment of Scott Powell as President and Chief Executive Officer
Mr. Powell, age 55, has been a director of the Company since September 2016. Mr. Powell has served as the President and Chief Executive Officer and a
director of Santander Holdings USA, Inc. (SHUSA) since March 2015. He has also served as President and Chief Executive Officer and a director of Santander Bank, N.A. (Santander Bank) since July 2015 and May 2015,
respectively. Mr. Powell will continue to serve as a director and, for a limited time, President of Santander Bank, but not as Chief Executive Officer.
Previously, Mr. Powell held numerous senior management roles at JPMorgan Chase 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 Retail 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 SHUSA and Santander Bank, 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 not yet determined Mr. Powells compensation arrangements.
Election of Director
Effective August 27,
2017, Mahesh Aditya was elected to the Board to fill the vacancy created by the departure of Mr. Kulas. Mr. Aditya serves as Chief Operating Officer of SHUSA, a post he has held since May 2017.
Prior to his role at SHUSA, Mr. Aditya served as the Chief Risk Officer and a member of the Operating Committee of Visa. Mr. Aditya started his
career with Citibank in 1990 in Risk Management and Operations in India. He then held helped start Citibanks Credit Card and Retail Banking business in Egypt. In 1999 he was transferred to Madrid, Spain as the Chief Risk Officer of Citibank
Espana. In 2004, Mr. Aditya relocated from Madrid to New York as the Head of Risk for Citibank North America. He then left Citibank after 17 years and joined
JPMorgan Chase as the Chief Risk Officer of Retail Banking and then later was named the Chief Risk Officer of Mortgage banking at JPMorgan Chase. Between 2009 and 2011 he worked at Capital One
Bank as Head of Risk for Mortgage and Business Banking.
The Board has determined that Mr. Aditya 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. Aditya and any other
person pursuant to which he was elected to the Board. Mr. Aditya is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K.