SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2022
SANTANDER CONSUMER USA HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
(State or other Jurisdiction
1601 Elm St. Suite #800
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (214) 634-1110
(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
Name of each exchange
|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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mahesh Aditya Offer Letter Amendment
On January 12, 2022, Mahesh Aditya, Chief Executive Officer of Santander Consumer USA Holdings Inc. (the “Company”), executed an amendment to the June 25, 2021 Offer Letter (the “Amendment”) with Santander Consumer USA Inc., a wholly owned subsidiary of the Company, amending certain terms of Mr. Aditya’s employment with the Company. Under the Amendment, effective as of January 1, 2021, Mr. Aditya’s annual base salary will be $2,067,927 and his target incentive will be $2,599,390. All other terms and conditions of Mr. Aditya’s June 25, 2021 Offer Letter remain in effect.
The foregoing description is qualified by reference to the terms of the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Financial Statements and Exhibits.
|10.1||Offer Letter Amendment by and between Santander Consumer USA Inc. and Mahesh Aditya, executed on January 12, 2022.|
|104||Cover page Interactive data file (embedded with in the inline XBRL document)|
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.
|SANTANDER CONSUMER USA HOLDINGS INC.|
|Dated: January 14, 2022||By:|
|Title:||Chief Legal Officer|
Personal and Confidential
December 31, 2021
CEO, Santander Consumer
Dear Mahesh -
As you know, Santander Consumer (“Santander”) may periodically review an employee’s pay mix and make changes, at its discretion, to ensure regulatory compliance, alignment to market and peers, etc. We are writing to inform you that in order to comply with provisions under the European Capital Requirements Directive (“CRD”) regulations, Santander is adjusting your pay mix, effective January 1, 2021. For 2021, your annual base salary will be $2,067,927 and your target incentive will be $2,599,390. Retroactive compensation due to your increased annual base salary will be reflected in your January 14, 2022 paycheck. We do not expect any further pay mix adjustments to be necessary in near future, but should this change, we will keep you informed as needed. All other terms and conditions of your latest offer letter remain in effect.
Please feel free to contact Dennis Reid in Executive Compensation if you have any questions regarding this change.
Santander Human Resources
/s/ Mahesh Aditya 1/12/22
Mahesh Aditya Date
Please recognize that while this letter explains some aspects of your employment with Santander, it is not an employment contract. The compensation described above may be changed at any time by Santander. Santander will not make any payment to you following a termination of your employment, to the extent such payments are deemed by Santander, in their reasonable discretion, to be “golden parachute payments”, prohibited by applicable regulations. Notwithstanding anything herein to the contrary, any payments contemplated by this letter are subject to and conditioned on their compliance with applicable laws and regulations, including without limitation the FDIC’s regulations governing “golden parachute payments”.
Employment at Santander is considered to be “at-will”, meaning it is at the mutual consent of both Santander and you and may be terminated by either you or Santander at any time, with or without cause and with or without notice.