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 Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation from the Board of Directors of Gerald
Plush
On November29, 2016, Gerald Plush, a director, submitted his
resignation from the Board of Directors (the Board) of Santander
Consumer USA Holdings Inc. (the Company), effective as of
November29, 2016.
Appointment to the Board of Directors of Edith
Holiday
On November29, 2016, the Board appointed Edith (Ede) E. Holiday
as a director of the Company. Ms.Holiday will serve on the
Companys Compensation and Regulatory and Compliance Oversight
Committees. Ms.Holidays term will expire at the 2017 annual
meeting of stockholders, and Ms.Holiday will hold office for the
remainder of her term until her successor is elected and
qualified.
Ms.Holiday is a member of the Board of Directors of Hess
Corporation, White Mountains Insurance Group Ltd., and Canadian
National Railway and is a member of the Boards of Directors or
Trustees of various investment companies in the Franklin
Templeton Group of Funds, serving as Lead Director of the
Templeton Funds.
Ms.Holiday received the 1996 Directors Choice Award from the
National Womens Economic Foundation honoring outstanding women
directors for their corporate leadership. Ms. Holiday served as
Operating Trustee for TWE Holdings I, II Trusts from 2002 to
2007. She also served on the Boards of Directors of RTI
International Metals, Inc. from 1999 to 2015, and the HJ Heinz
Company from 1994-2013.
From 1990 to 1993, Ms.Holiday was Assistant to President George
H.W. Bush and Secretary of the Cabinet. In this capacity, she was
the primary White House liaison with President Bushs Cabinet and
all federal agencies. Previously, Ms.Holiday served from 1989 to
1990, by President Bushs nomination and Senate confirmation, as
General Counsel of the Treasury Department, the first woman to
serve as General Counsel. She was the recipient of the Treasury
Departments highest award, the Alexander Hamilton Award.
During the Reagan administration, Ms.Holiday was nominated by
President Reagan and confirmed by the United States Senate as
Counselor to the Secretary and Assistant Secretary for Public
Affairs and Public Liaison of the Treasury Department, serving as
Chief Spokesman for the Treasury Department from 1988 to 1989.
Ms.Holiday was Chief Counsel and National Financial and
Operations Director for the George Bush National Presidential
Campaign and Political Organization from 1985 to 1988. In 1984,
she was named Executive Director of the Presidents Commission on
Executive, Legislative, and Judicial Salaries. In 1982,
Ms.Holiday was chief legislative advisor and policy aide to
United States Senator Nicholas F. Brady.
Ms.Holiday holds a B.S. and a J.D. from the University of
Florida, is a member of the State Bars of Florida, Georgia and
the District of Columbia and was an attorney in private practice
from 1977 to 1984 when not serving in government at Reed, Smith,
Shaw and McClay, and at Dow, Lohnes and Albertson.
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The Board has determined that Ms.Holiday is 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
Ms.Holiday and any other person to which she was elected to the
Board. Ms.Holiday is not a party to any transaction, or series of
transactions, required to be disclosed to Item404(a) of
Regulation S-K.
In connection with her services as a director, Ms.Holiday will
participate in our independent director compensation program,
which provides for the following compensation for the independent
members of the Board: (i)an annual cash retainer of $100,000;
plus (ii)an annual grant of restricted stock units to be granted
under the Companys Omnibus Incentive Plan equal to $50,000; plus
(iii)$70,000 in cash annually if the director serves as chair of
any committee of the Board; plus (iv)$20,000 in cash annually if
the director serves as a non-chair member of any committee of the
Board; plus (v)$450,000 in cash annually if the director also
serves as the Chair of the Board. Any compensation paid to
Ms.Holiday for the current Board term will be pro-rated
accordingly. In addition, Ms.Holiday will receive compensation at
a rate equal to her regular cash retainer for the approximately
one-month period prior to her appointment to the Board and during
which she provided outside advice to the Company.
Appointment to the Board of Directors of William
Muir
On November29, 2016, the Board appointed William F. (Bill) Muir
as a director of the Company. Mr.Muir will serve on the Companys
Audit and Risk Committees. Mr.Muirs term will expire at the 2017
annual meeting of stockholders, and Mr.Muir will hold office for
the remainder of his term until his successor is elected and
qualified.
Mr.Muir is the former President of Ally Financial Inc. where he
led the Dealer Financial Services business. He was responsible
for the companys global auto finance, insurance, vehicle
remarketing and servicing operations. Mr.Muir was also a
long-standing member of the Ally Bank Board of Directors.
Mr.Muir began his career with General Motors in 1983 at the
Treasurers Office in New York. He held a wide range of positions
there, including: Director of Foreign Exchange and International
Cash Management, Director of Overseas Borrowings, Director of
Corporate Finance and Investor Relations, and General Director of
Business Development. Mr.Muir joined GMAC in 1992 as Vice
President of National Accounts. In 1995, he became Vice President
of Eastern U.S. Operations. In 1996, Mr.Muir transferred to
General Motors Delphi Automotive Systems unit as
executive-in-charge of Operations and was later appointed
Executive Director of Planning, where he helped prepare the
business for a spin-off and initial public offering. Mr.Muir
returned to GMAC in February 1998 as Executive Vice President and
Chief Financial Officer. He was given the additional title of
Chairman of GMACs Insurance Group in June 1999 and was appointed
President of GMAC in 2004. GMAC was renamed Ally Financial Inc.
in 2010 and became a public company in 2014. Mr.Muir retired from
Ally Financial at year-end 2014.
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Mr.Muir holds a Bachelors degree in Industrial Engineering and
Operations research from Cornell University and a Masters of
Business Administration degree from Harvard University. The Board
has determined that Mr.Muir is 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.Muir
and any other person to which he was elected to the Board.
Mr.Muir is not a party to any transaction, or series of
transactions, required to be disclosed to Item404(a) of
Regulation S-K.
In connection with his services as a director, Mr.Muir will
participate in our independent director compensation program,
which provides for the following compensation for the independent
members of the Board: (i)an annual cash retainer of $100,000;
plus (ii)an annual grant of restricted stock units to be granted
under the Companys Omnibus Incentive Plan equal to $50,000; plus
(iii)$70,000 in cash annually if the director serves as chair of
any committee of the Board; plus (iv)$20,000 in cash annually if
the director serves as a non-chair member of any committee of the
Board; plus (v)$450,000 in cash annually if the director also
serves as the Chair of the Board. Any compensation paid to
Mr.Muir for the current Board term will be pro-rated accordingly.
In addition, Mr.Muir will receive compensation at a rate equal to
his regular cash retainer for the approximately one-month period
prior to his appointment to the Board and during which he
provided outside advice to the Company.
Amended and Restated Letter Agreement with Ismail
Dawood
On December1, 2016, Ismail Dawood, the Chief Financial Officer of
the Company, entered into an Amended and Restated Letter
Agreement (the Amended Letter) with the Company, which sets forth
the terms and conditions of Mr.Dawoods continued employment with
the Company. The Amended Letter replaces in its entirety the
offer letter agreement with the Company, dated December1, 2015
(the Offer Letter).
In order to deliver Mr.Dawoods compensation as guaranteed in his
original agreement in a manner consistent with European banking
regulations (CRD IV), the Amended Letter outlines changes to the
mix of compensation elements he will receive. Under the Amended
Letter, Mr.Dawoods annual base salary was raised from $650,000 to
$724,750 with such salary increase being retroactive to January1,
2016. The Amended Letter also provides Mr.Dawood will be eligible
for an annual bonus with a target opportunity of at least 140% of
his base salary (increased from a target opportunity of 110% of
base salary as contemplated by the Offer Letter). Mr.Dawoods
annual bonus will be paid in a combination of 30% in immediate
cash, 20% in deferred cash vesting ratably over three years, 30%
in immediately-vesting restricted stock units (RSUs) and 20% in
RSUs vesting ratably over three years. For the 2016 performance
year, Mr.Dawoods annual bonus will not be less than $1,401,500
(increased from the $715,000 annual bonus for the 2016
performance year guaranteed by the Offer Letter). The Amended
Letter also does not provide for (i)an annual long-term incentive
award of at least $330,000 or (ii)an additional annual RSU grant
equal to up to 15% of Mr.Dawoods target annual bonus (based upon
the performance of Banco Santander, S.A.), as contemplated by the
Offer Letter.
In addition, Mr.Dawood will be entitled to continue to
participate in certain benefits and perquisites generally
available to, and upon the terms generally applicable to, the
Companys
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senior executives, except that he will not receive any relocation
benefits or a car allowance (in lieu of receiving relocation
benefits, a car allowance, or certain other perquisites,
Mr.Dawood received a lump sum cash amount equal to $250,000 in
March 2016).
As also originally provided by the Offer Letter, if Mr.Dawoods
employment is terminated other than for Cause or due to
Disability, or if he resigns with Good Reason (in each case, as
defined in the Amended Letter), the Amended Letter provides that,
contingent on his execution of a release of claims, he will be
entitled to termination benefits consisting of (i)a lump sum
payment equal to 225% of his annual base salary; (ii)full vesting
of the 85,367 RSUs he received as a sign-on equity award; (iii)a
lump sum cash payment of $336,000 (but only if the termination of
employment occurs before the payment of Mr.Dawoods annual bonus
for the 2016 performance year and he does not otherwise receive
such annual bonus); and (iv)if Mr.Dawood elects, a lump-sum cash
payment equal to 12 months of company-paid healthcare coverage
for him and his eligible dependents.
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 Companys
senior executives, the Companys Senior Executive Annual Bonus
Plan and the Companys Omnibus Incentive Plan is set forth in the
Companys Definitive Proxy Statement on Schedule 14A, dated
April29, 2016, for the Companys 2016 annual meeting of
stockholders.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 10.1 |
Amended and Restated Letter Agreement, by and between Santander Consumer USA Holdings Inc. and Santander Consumer USA Inc. and Ismail Dawood, dated December 1, 2016. |
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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. SANTANDER CONSUMER USA HOLDINGS INC. (NYSE:SC) Recent Trading Information
SANTANDER CONSUMER USA HOLDINGS INC. (NYSE:SC) closed its last trading session up +0.26 at 13.67 with 1,601,216 shares trading hands.