Filing Details
- Accession Number:
- 0001193125-19-155690
- Form Type:
- 13D Filing
- Publication Date:
- 2019-05-23 19:40:56
- Filed By:
- Banco Santander, S.a.
- Company:
- Santander Consumer Usa Holdings Inc. (NYSE:SC)
- Filing Date:
- 2019-05-24
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Banco Santander, S.A | 0 | 245,593,555 | 0 | 245,593,555 | 245,593,555 | 69.8% |
| Santander Holdings USA, Inc | 0 | 245,593,555 | 0 | 245,593,555 | 245,593,555 | 69.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Santander Consumer USA Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
80283M 101
(CUSIP Number)
Gerard A. Chamberlain
Santander Holdings USA, Inc.
75 State Street
Boston, Massachusetts 02109
(617) 346-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 23, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 80283M 101 |
| 1 | NAME OF REPORTING PERSON
Banco Santander, S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Spain | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
245,593,555 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
245,593,555 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,593,555 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.8% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 80283M 101 |
| 1 | NAME OF REPORTING PERSON
Santander Holdings USA, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
245,593,555 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
245,593,555 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,593,555 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.8% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
This Amendment No. 2 (Amendment No. 2) amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the SEC) by Banco Santander, S.A. and Santander Holdings USA, Inc. on November 17, 2017 as amended by Amendment No. 1 filed with the SEC by Banco Santander, S.A. and Santander Holdings USA, Inc. on January 3, 2019 (the Initial Statement).
Item 1. Security and Issuer
This Amendment No. 2 relates to the shares of common stock, par value $0.01 per share (Common Stock), of Santander Consumer USA Holdings Inc. (SC or the Issuer), a Delaware corporation with its principal executive offices located at 1601 Elm St. Suite #800, Dallas, Texas 75201.
Item 2. Identity and Background
(a), (b), (c). The names of the persons filing this Amendment No. 2 (the Reporting Persons) are Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (Santander), and Santander Holdings USA, Inc., a Virginia corporation and a wholly owned subsidiary of Santander (SHUSA).
Santanders principal executive offices are located at Ciudad Grupo Santander, Avda. De Cantabria, s/n 28660 Boadilla del Monte, Madrid, Spain.
SHUSA, a wholly owned subsidiary of Santander, is the parent company of Santander Bank, National Association, a national banking association, and owns a majority interest of SC. At December 31, 2018, SHUSA had approximately 16,700 employees.
SHUSAs principal executive offices are located at 75 State Street, Boston, Massachusetts 02109.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each of Santander and SHUSA is set forth on Schedule A.
(d) and (e). Neither Santander or SHUSA nor any person identified in Item 2(a), (b) and (c) hereof has ever been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of any judicial or administrative body that resulted in a judgment, decree or final order against such person enjoining him against future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f). Please see Schedule A.
Item 3. Source and Amount of Funds or Other Consideration
There are no changes to Item 3 from the Initial Statement.
Item 4. Purpose of Transaction
The Reporting Persons have reviewed and intend to continually review, consider and evaluate their ongoing investment in SC and all potential options with respect thereto. Depending on various factors (including, without limitation, the results of the Reporting Persons ongoing evaluation of SC and its
future business prospects; SCs and the Reporting Persons respective financial positions; the Reporting Persons investment strategy; the benefits and disadvantages to the Reporting Persons and to SC (including with respect to accounting, regulatory, tax and capital considerations) of the Reporting Persons owning a controlling interest in, but less than 80% or 100% of, SC; the Reporting Persons current and anticipated status, relationship and discussions with their various regulators; the trading price of the Common Stock; and conditions in the securities markets and general economic and industry conditions), the Reporting Persons may in the future take such actions with respect to their investment in SC as they deem appropriate (including, without limitation, (i) with or without the assistance of legal and/or financial advisors, engaging in communications with management, the board of directors, and/or certain stockholders of SC, applicable regulators and/or others regarding SC and the Reporting Persons investment in SC, including in connection therewith possibly making recommendations and/or proposals to SC concerning changes to the capitalization, corporate structure, ownership structure, board structure (including seeking additional board representation) or operations of SC; (ii) seeking to purchase all or a portion of the remaining outstanding shares of Common Stock, including indirectly through the stock repurchase program described below and any one or more stock repurchase programs SC may execute in the future; and (iii) changing their intention with respect to any and all matters referred to in this Item 4).
Since its initial public offering, SC has been consolidated with SHUSA and Santander for financial reporting and accounting purposes. If SHUSA directly, and Santander indirectly, owned at least 80% or more of the outstanding SC Common Stock, SC could be consolidated with SHUSA for U.S. tax filing and planning purposes as well. Among other things, U.S. tax consolidation would be expected to have the following positive impacts on SHUSA and Santander: (i) facilitate certain offsets of SCs taxable income; (ii) eliminate the double taxation of dividends from SC to SHUSA; and (iii) trigger a release into SHUSAs income of the deferred tax liability established with respect to its ownership of SC. SHUSA and Santander would also recognize a larger percentage of SCs net income as their ownership increases and would likely realize an improvement in their capital ratios. As of the date of this Amendment and subject to the variables described in the above paragraph, the Reporting Persons desire, ultimately, to realize and maintain these positive impacts.
Subject to various factors including the receipt of all required regulatory approvals (all of which, as of the date hereof, have been obtained), the SHUSA Board of Directors recommended and the SC Board of Directors has authorized an additional $400 million Common Stock repurchase program. The Reporting Persons currently expect that SC will implement such a repurchase program in the near future. Assuming that the Reporting Persons do not dispose of any of their Common Stock and there are no other changes to the outstanding shares of Common Stock, if the $400 million were to be fully utilized to repurchase shares of Common Stock at $21.35 per share (the closing price of SC stock on April 30, 2019), the Reporting Persons ownership interest in SC would increase to approximately 73.7%.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Common Stock reported as beneficially owned by each Reporting Person named herein is based upon 351,781,864 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of April 30, 2019. SHUSA owns directly, in the aggregate, 245,593,555 shares of Common Stock. By virtue of its relationship with SHUSA discussed in further detail in Item 2, Santander may be deemed to beneficially own the Common Stock owned directly by SHUSA. These 245,593,555 shares represent approximately 69.8% of the outstanding shares of Common Stock as of April 30, 2019.
The following persons listed on Schedule A beneficially own the number of shares of Common Stock indicated: Stephen Alan Ferriss 12,010 shares of Common Stock, including 5,207 currently exercisable options Mr. Ferriss has the sole voting power and sole dispositive power in respect of the entirety of the number of shares of Common Stock; Scott Edward Powell 34,922 shares of Common Stock Mr. Powell has the sole voting power and sole dispositive power in respect of the entirety of the number of shares of Common Stock.
(b) Each of SHUSA and Santander is deemed to have shared power to vote and dispose of the 245,593,555 shares of Common Stock owned directly by SHUSA.
(c) Except as set forth in Item 4, there were no transactions in the Common Stock effected by Santander, SHUSA or by any person identified in Item 2(a), (b) or (c) hereof during the 60 days preceding the date of this Schedule 13D.
(d) No person other than SHUSA and Santander has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that are the subject of this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Except as described in the Initial Statement, the Reporting Persons do not have any other contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Initial Statement).
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 23, 2019
| BANCO SANTANDER, S.A. | ||
| By: | /s/ Javier Illescas | |
| Name: Javier Illescas | ||
| Title: Group Executive Vice-President, Corporate Legal | ||
| SANTANDER HOLDINGS USA, INC. | ||
| By: | /s/ Gerard A. Chamberlain | |
| Name: Gerard A. Chamberlain | ||
| Title: Senior Deputy General Counsel and Executive Vice President | ||
SCHEDULE A
The name, business or residential address, title, present principal occupation or employment, and citizenship of each of the directors and executive officers of Santander and SHUSA are set forth below.
Santander
| Name | Business or Residential Address | Present Principal Occupation or Employment | Citizenship | |||
| Directors | ||||||
| Ana Patricia Botín- Sanz de Sautuola y OShea | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Executive Chairman of Banco Santander, S.A. | Spain | |||
| Belén Romana García | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director (independent) of Banco Santander, S.A. and Non- Executive Director of Aviva Plc, London and of Aviva Italia Holding SpA; member of the advisory board of the Rafael del Pino Foundation and co-chair of the Global Board of Trustees of the Digital Future Society | Spain | |||
| Bruce Neil Carnegie-Brown | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Vice Chairman (non-executive independent director) and coordinator of non-executive directors (lead director) of Banco Santander, S.A.; Non-Executive Chairman of Moneysupemarket.com Group Plc and Non-Executive Chairman of Lloyds of London | United Kingdom | |||
| Álvaro Cardoso de Souza | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director of Banco Santander, S.A.; Non-Executive Chairman of Banco Santander (Brasil), S.A. | Portugal | |||
| Carlos Fernández González | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director (independent) of Banco Santander, S.A.; Chairman of the Board of Directors of Finaccess, S.A.P.I., member of the Board of Directors of Inmobiliaria Colonial, S.A. and member of the Supervisory Board of Amrest Holding, S.E. | Mexico and Spain | |||
| Esther Giménez-Salinas i Colomer | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director (independent) of Banco Santander, S.A.; Professor emeritus at Ramón Llull University; director of the Chair of Restorative and Social Justice at the Pere Tarrés Foundation; Special Chair of Restorative Justice Nelson Mandela of the National Human Rights Commission of Mexico; director of Aqu and of Gawa Capital Partners, S.L.; member of the Bioethics Committee of the Government of Catalonia | Spain | |||
| Guillermo de la Dehesa Romero | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director of Banco Santander, S.A.; Non-Executive Vice Chairman of Amadeus IT Group, S.A.; Honorary Chairman of the Centre for Economic Policy Research of London; member of the Group of Thirty based in Washington; and Chairman of the Board of Trustees of IE Business School | Spain | |||
| Homaira Akbari | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director (independent) of Banco Santander, S.A.; Chief Executive Officer of AKnowledge Partners, LLC and Landstar System, Inc. | France and United States of America | |||
| Ignacio Benjumea Cabeza de Vaca | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director of Banco Santander, S.A.; Vice Chairman of the Board of Trustees and member of the Executive Committee of Fundación de Estudios Financieros; and serves on the Board of Trustees and of the Executive Committee of Fundación Banco Santander. | Spain | |||
| Francisco Javier Botín- Sanz de Sautuola y OShea | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director of Banco Santander, S.A.; Executive Chairman of JB Capital Markets, Sociedad de Valores, S.A.U. | Spain | |||
| José Antonio Álvarez Álvarez | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Vice Chairman and Chief Executive Officer of Banco Santander, S.A. | Spain | |||
| Rodrigo Echenique Gordillo | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director of Banco Santander, S.A.; Chairman of the Board of Trustees and Executive Committee of the Banco Santander Foundation and Non-Executive director at Inditex, S.A. | Spain | |||
| Ramiro Mato García-Ansorena | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director (independent) of Banco Santander, S.A. | Spain | |||
| Sol Daurella Comadrán | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Non-Executive Director (independent) of Banco Santander, S.A.; Executive Chairman of Olive Partners, S.A.; Non-Executive Chairman of Coca Cola European Partners, Plc and other positions at Cobega Group companies | Spain | |||
| Executive Officers (Who Are Not Directors) | ||||||
| Jaime Pérez Renovales | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | General Secretary and Secretary of the Board, Banco Santander, S.A. | Spain | |||
| Javier Maldonado Trinchant | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Head of Costs, Banco Santander, S.A. | Spain | |||
| Jennifer Scardino | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Head of Global Communications; Group Deputy Head of Communications, Corporate Marketing and Research, Banco Santander, S.A. | United Kingdom and United States of America | |||
| José Antonio García Cantera | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Chief Financial Officer, Banco Santander, S.A. | Spain | |||
| José Francisco Doncel Razola | Banco Santander, S.A., Avda. de Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Head of Accounting and Financial Control, Banco Santander, S.A. | Spain | |||
| José Luis de Mora Gil-Gallardo | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Head of Strategy, Corporate Development and Financial Planning, Banco Santander, S.A. | Spain | |||
| José Maria Linares Perou | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Global Head of Corporate and Investment Banking, Banco Santander, S.A. | United Kingdom, Bolivia | |||
| José María Nus Badía | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Risk adviser to Group Executive Chairman, Banco Santander, S.A. | Spain | |||
| Juan Guitard Marín | Ciudad Grupo Santander Edificio Marisma, pl. 2 28660 Boadilla del Monte (Madrid) Spain | Group Chief Audit Executive, Banco Santander, S.A. | Spain | |||
| Juan Manuel Cendoya Méndez de Vigo | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Head of Communications, Corporate Marketing and Research, Banco Santander, S.A. | Spain | |||
| Keiran Foad | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Chief Risk Officer, Banco Santander, S.A. | United Kingdom | |||
| Javier San Félix | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Head of Global Santander Payments Services, Banco Santander, S.A.1 | Spain | |||
| Magdalena Sofía Salarich Fernández de Valderrama | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Head of Santander Consumer Finance | Spain | |||
| 1 | Appointment subject to receipt of regulatory approvals. |
| Mónica López-Monís Gallego | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Chief Compliance Officer and Head of Supervisory and Regulatory Relations, Banco Santander, S.A.2 | Spain | |||
| José Rami Aboukhair Hurtado | Santander España, Gran Vía de Hortaleza, N°3, Edificio Cantabria, 2aPlanta, 28033, Madrid Spain | Country Head of Santander Spain | Spain | |||
| Victor Matarranz Sanz de Madrid | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Global Head of Wealth Management, Banco Santander, S.A. | Spain | |||
| Lindsey Tyler Argalas | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Head of Santander Digital, Banco Santander, S.A. | United States of America | |||
| Dirk Marzluf | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Head of Technology and Operations, Banco Santander, S.A. | Germany | |||
SHUSA
| Name | Business or Residential Address | Present Principal Occupation or Employment | Citizenship | |||
| Directors | ||||||
| Stephen Alan Ferriss | 785 Crandon Blvd., #1605 Key Biscayne, FL 33149 | Retired | United States of America | |||
| 2 | Appointed Head of Supervisory and Regulatory Relations on May 7, 2019. She will continue to perform the position of Group Chief Compliance Officer simultaneously with the new role until her replacement in this role is decided and becomes effective. |
| Alan H. Fishman | 1 Pierrepont Street Brooklyn, NY 11201 | Retired | United States of America | |||
| Thomas Stephen Johnson | 582 Island Drive Palm Beach, FL 33480 | Retired | United States of America | |||
| Juan Guitard Marin | Ciudad Grupo Santander Edificio Marisma, pl.2 28660 Boadilla del Monte (Madrid), Spain | Group Chief Audit Executive, Banco Santander, S.A. | Spain | |||
| Victor Matarranz Sanz de Madrid | Ciudad Grupo Santander Avda. De Cantabria, s/n 28660 Boadilla del Monte (Madrid), Spain | Global Head of Wealth Management, Banco Santander, S.A. | Spain | |||
| Scott Edward Powell | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Chief Executive Officer and President, Santander Holdings USA, Inc., Santander Consumer USA Holdings Inc. and Santander Consumer USA Inc. Senior Executive Vice President, Santander Bank, N.A. | United States of America | |||
| José Francisco Doncel Razola | Ciudad Grupo Santander Edif. Amazonia, pl. 1 Avda. De Cantabria, s/n 28660 Boadilla del Monte (Madrid), Spain | Group Head of Accounting and Financial Control, Banco Santander S.A. | Spain | |||
| Henri-Paul Rousseau | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Visiting Professor, Paris School of Economics | Canada | |||
| Thomas Timothy Ryan, Jr. | 10295 Collins Ave, Apt. 404 Bal Harbour, FL 33154 | Non-Executive Chairman, Santander Holdings USA, Inc. and Santander Bank, N.A. | United States of America | |||
| Javier Maldonado Trinchant | Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) Spain | Group Head of Costs, Banco Santander, S.A. | Spain | |||
| Executive Officers (Who Are Not Directors) | ||||||
| Mahesh Aditya | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Chief Risk Officer, Santander Holdings USA, Inc., Santander Bank, N.A. | United States of America | |||
| David Cornish | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Chief Accounting Officer, Controller, Santander Holdings USA, Inc. and Santander Bank, N.A. | United States of America | |||
| Madhukar Dayal | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Chief Executive Officer, Santander Bank, N.A. Chief Financial Officer, Santander Holdings USA, Inc. and Santander Bank, N.A. | United States of America | |||
| Daniel Griffiths | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Chief Technology Officer, Santander Holdings USA, Inc. and Santander Bank, N.A. | United States of America | |||
| Michael Lipsitz | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Chief Legal Officer, Santander Holdings USA, Inc. and Santander Bank, N.A. | United States of America | |||
| Maria Veltre | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Head of U.S. Digital & Innovation and Payments Strategy, Santander Holdings USA, Inc., Chief Marketing and Digital Officer, Santander Bank, N.A. | United States of America | |||
| William Wolf | c/o Santander Holdings USA, Inc. 75 State Street Boston, MA 02109 | Chief Human Resources Officer, Santander Holdings USA, Inc. and Santander Bank, N.A. | United States of America | |||