UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Offer Letter with Mahesh Aditya
On June 25, 2021, Mahesh Aditya, Chief Executive Officer of Santander Consumer USA Holdings Inc. (the “Company”), executed an Offer Letter (the “Aditya Offer Letter”) with Santander Consumer USA Inc., which amended the terms and conditions of Mr. Aditya’s employment with the Company.
Under the Aditya Offer Letter, Mr. Aditya’s annualized salary will be $1,875,000, with such salary amount being retroactive to April 25, 2021. The Aditya Offer Letter also provides that Mr. Aditya will be eligible for an annual bonus with a target opportunity of $2,875,000 for calendar year 2021, under the Company’s Executive Bonus Plan. A portion of the discretionary bonus award may be deferred and will vest pro-rata over five years, while a portion may be paid partly in shares and partly in cash. The deferred components of such bonus are also subject to the non-occurrence of specified events, including, but not limited to, deficient financial performance of the Banco Santander Group.
In addition, the Aditya Offer Letter contains a provision requiring Mr. Aditya to provide 180 days’ notice of his intent to end his employment with the Company (the “Notice Period”) and also provides that the Company may, in its sole discretion, place Mr. Aditya on “Garden Leave” during the Notice Period. Mr. Aditya’s employment is also subject to the covenants and agreements set forth in the Non-Disclosure of Confidential Information and the Non-Solicitation Agreement attached to the Offer Letter. These include a perpetual confidentiality covenant and covenants prohibiting competitive activities and solicitation of clients and employees during his employment and for 12 months thereafter.
The foregoing description is qualified by reference to the terms of the Aditya Offer Letter, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Offer Letter including Non-Disclosure of Confidential Information and Non-Solicitation Agreement, by and between Santander Consumer USA Inc. and Mahesh Aditya, executed on June 25, 2021. | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | |
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: July 1, 2021 |
SANTANDER CONSUMER USA HOLDINGS INC. | |||||
| By: | /s/ Christopher Pfirrman | |||||
| Name: | Christopher Pfirrman | |||||
| Title: | Chief Legal Officer | |||||