SANTANDER CONSUMER USA HOLDINGS INC. (NYSE:SC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Juan Carlos Alvarez de Soto as Chief Financial Officer; Departure of Ismail Dawood as Chief Financial Officer
On October2, 2017, Santander Consumer USA Holdings Inc. (“SC Holdings”) and Santander Consumer USA Inc. (“SC”, and together with SC Holdings, the “Company”) announced that, on September28, 2017, their respective Boards of Directors (individually and collectively, the “SC Board”) appointed Juan Carlos Alvarez de Soto, age 46, as Chief Financial Officer of the Company, effective as of the close of business on September29, 2017. Mr.Alvarez joins the Company from Santander Holdings USA, Inc. (“SHUSA”), where he has served as Corporate Treasurer since April 2014. Prior to that, he served as Interim Chief Financial Officer of SHUSA and a Senior Executive Vice President of Santander Bank, N.A. (“SBNA”), a wholly-owned subsidiary of SHUSA, from 2013 to April 2014. Mr.Alvarez also served as the Corporate Treasurer of SBNA from 2009 to 2013, Global Head of Treasury and Investments for Santander International Private Banking Unit from 2006 to 2009, and Head of Treasury and Investments for Santander Suisse from 2000 to 2006. He also previously served on the SC Board from December 2011 to April 2014. Mr.Alvarez is a CFA charterholder and earned his B.S.M. with concentration in Accounting and Finance from Tulane University and his M.S. in finance from George Washington University.
In connection with the commencement of his employment, Mr.Alvarez entered into an Offer Letter, dated September28, 2017, with the Company, which sets forth the terms and conditions of his employment with the Company (the “Alvarez Offer Letter”). Under the Alvarez Offer Letter, Mr.Alvarezs initial annual base salary will be $1,000,000, and Mr.Alvarez will also be eligible to receive an annual bonus, with a target annual bonus opportunity of $500,000. Mr.Alvarez will also be eligible to receive an award under the Companys Special Regulatory Incentive Plan (“SRIP”), with a target award opportunity of $205,813. Mr.Alvarezs annual bonus, and any awards under the SRIP, will be paid in a combination of cash (including deferred cash) and restricted stock units (“RSUs”). The foregoing description of the terms of the Alvarez Offer Letter is qualified in its entirety by reference to the Alvarez Offer Letter, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Also, on October2, 2017, the Company announced the departure of Ismail Dawood from the Company as Chief Financial Officer as of the close of business on September29, 2017.
Appointment of Sandra Broderick as Executive Vice President, Head of Operations; Appointment of Richard Morrin as President, Chrysler Capital and Auto Relationships
On October2, 2017, the Company announced that, on September28, 2017, the SC Board appointed Sandra Broderick, age 59, as Executive Vice President, Head of Operations of the Company, effective as of October10, 2017 (her “Date of Hire”). In her role, Ms.Broderick will be responsible for originations, servicing and default, and other operations functions including administrative oversight of Santander Consumer International, Puerto Rico. Ms.Broderick joins the Company from U.S. Bank, where she served as Executive Vice President, Operations Executive, since March 2017. Prior to that, Ms.Broderick served as Managing Director, Operations Executive, at JPMorgan Chase, from 2002 to March 2017, where she served as Head of Operations for their automotive finance business since 2012. She brings more than 30 years of experience in the auto finance industry and has held a variety of senior positions leading operations at Bank One, GE Capital and HSBC. Ms.Broderick attended State University of New York at Buffalo.
In connection with the commencement of her employment, Ms.Broderick entered into an Offer Letter, dated September20, 2017, with the Company, which sets forth the terms and conditions of her employment with the Company (the “Broderick Offer Letter”). Under the Broderick Offer Letter, Ms.Brodericks initial annual base salary will be $850,000, and Ms.Broderick will also be eligible to receive an annual bonus, with a target annual bonus opportunity of $850,000. For the 2017 performance year, Ms.Broderick will guaranteed the full annual bonus of $850,000. Ms.Broderick will also be eligible to receive an award under the SRIP with a target award opportunity of $750,000. Ms.Brodericks annual bonus, and any awards under the SRIP, will be paid in a combination of cash (including deferred cash) and RSUs.
Under the Broderick Offer Letter, Ms.Broderick will also receive the following: (1)a one-time cash payment of $400,000, payable to U.S. Bank, within two weeks of her Date of Hire; (2)deferred cash payments in an aggregate amount of $300,000, payable to Ms.Broderick in equal amounts on the first and second anniversaries of her Date of Hire; and (3)certain relocation, living and commuting benefits as more fully described in the Broderick Offer Letter.
The foregoing description of the terms of the Broderick Offer Letter is qualified in its entirety by reference to the Broderick Offer Letter, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
On October2, 2017, the Company announced that, on September28, 2017, the SC Board appointed Richard Morrin, age 48, as President, Chrysler Capital and Auto Relationships of the Company, effective as of September28, 2017. He previously served as the Chief Operating Officer of the Company since February 2016. In his new role, Mr.Morrin will be responsible for Chrysler Capital, sales and marketing activities, dealer and customer relationships, dealer oversight and RoadLoans.com. He will also be jointly responsible for Dealer Commercial Services, which is part of SBNA. Mr.Morrin joined the Company as Executive Vice President of New Business in August 2011. Prior to joining the Company, Mr.Morrin held a variety of management positions in 21 years of combined service at Ally Financial and General Motors Acceptance Corp. Most recently, he managed the commercial lending operations for Ally automotive dealers in the United States and Canada. Mr.Morrin holds a bachelors degree in economics from the University of Pennsylvania and a masters degree in business administration from the University of Virginia.
||Regulation FD Disclosure.
A copy of the press release announcing the appointment of Mr.Alvarez as Chief Financial Officer of the Company and the departure of Mr.Dawood as Chief Financial Officer of the Company, and the appointments of Ms.Broderick as Executive Vice President, Head of Operations, and Mr.Morrin as President, Chrysler Capital and Auto Relationships, is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in the accompanying Exhibit 99.1 is being furnished to Item 5.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
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 Companys control. For an additional discussion of these risks, please see Part I, Item 1A entitled “Risk Factors” in the Companys 2016 Annual Report on Form 10-K.
||Financial Statements and Exhibits.
Santander Consumer USA Holdings Inc. ExhibitEX-10.1 2 d429872dex101.htm EXHIBIT 10.1 EXHIBIT 10.1 Exhibit 10.1 September 28,…To view the full exhibit click
About SANTANDER CONSUMER USA HOLDINGS INC. (NYSE:SC)
Santander Consumer USA Holdings Inc. is the holding company for Santander Consumer USA Inc., and subsidiaries, a consumer finance company focused on vehicle finance and third party servicing. The Company’s segment, Consumer Finance, includes its vehicle financial products and services, including retail installment contracts, vehicle leases, and dealer loans, as well as financial products and services related to motorcycles, recreational vehicles (RVs), and marine vehicles. It also includes its personal loan and point-of-sale financing operations. Its primary business is the indirect origination of retail installment contracts, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers. It offers auto financing products and services to Fiat Chrysler Automobiles US LLC (FCA) customers and dealers under the Chrysler Capital brand.
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