UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Santander Consumer USA Holdings Inc.

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Santander CONSUMER USA | 2018 PROXY STATEMENT for Annual Meeting of Stockholders

TABLE OF CONTENTS

TABLE OF CONTENTS

PROXY SUMMARY

2020 PROXY SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT. IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER. PLEASE READ THE ENTIRE PROXY STATEMENT CAREFULLY BEFORE VOTING.

Important Terms

Your Vote

Your vote is very important. The Board is requesting you to allow your Common Stock to be represented at ourthe Annual Meeting by proxies named on the proxy card.Proxy Card / Voting Instruction Form.

This Proxy Statement is being sent to you in connection with this request and has been prepared for the Board by our management. This Proxy Statement is being sent to our stockholders on or about April 24, 2020.23, 2021.

PROXY SUMMARY

How to Vote

You may vote your shares prior to the Annual Meeting via the Internet, by telephone, or by mail.

Summary of Voting Proposals and Voting Recommendations

PROXY SUMMARY

Nominees for Election as Directors

The Board recommends a vote FOR the election of each of the following nominees for director:

Corporate Governance Highlights

PROXY SUMMARY

2020 Business Highlights

EnvironmentalDiversity, Equity and SocialInclusion Highlights

PROXY SUMMARY

Executive Compensation Program—Overview

Our executive compensation program is designed to reinforce the link between the long-term interests of our executive officers and our stockholders. A significant portion of our executive officers’ incentive compensation is deferred and payable in SC shares, and therefore directly aligned with the Company’s performance, including total stockholder return.

Key Features of Our Compensation Program

CORPORATE GOVERNANCE - PROPOSAL 1: ELECTION OF GOVERNANCEDIRECTORS

CORPORATE GOVERNANCE

Proposal 1: Election of Directors

Introduction

As of the date of the Annual Meeting, the Board will consist of 1011 members. The current members are Mahesh Aditya, Homaira Akbari, Juan Carlos Alvarez de Soto, Leonard Coleman, Jr., Stephen A. Ferriss, Victor Hill, Edith E. Holiday, Javier Maldonado, Robert J. McCarthy, William F. Muir, and William Rainer. Mr. Aditya and Mr. Alvarez de Soto are also members of the board of directors of Santander Consumer USA Inc., an Illinois corporation and wholly-owned subsidiary of SC (“SC Illinois”).Illinois.

SHUSA has the right to nominate eightnine members of the Board. Please see “Corporate Governance—“Corporate Governance—Nomination of Directors”Directors” for more information. SHUSA has nominated Mr. Aditya, Dr. Akbari, Mr. Alvarez de Soto, Mr. Coleman, Mr. Ferriss, Mr. Hill, Ms. Holiday, Mr. Hill, Mr. Maldonado and Mr. Rainer for election to the Board. The Board has nominated Mr. McCarthy and Mr. Muir for election to the Board. The Board has determined that Dr. Akbari, Mr. Coleman, Mr. Ferriss, Ms. Holiday, Mr. McCarthy, Mr. Muir, and Mr. Rainer are Independent Directors.

Each of the directors elected at the Annual Meeting will be elected for aone-year term, which expires at theour next annual meeting, and will serve until the director’s successor has been elected and qualified, or until the director’s earlier resignation or removal.

Information Concerning the Nominees

Biographical information for each nominee for election to the Board appears below. The information is based entirely upon information provided by the respective nominees.

CORPORATE GOVERNANCE - PROPOSAL 1: ELECTION OF GOVERNANCEDIRECTORS

CORPORATE GOVERNANCE - PROPOSAL 1: ELECTION OF GOVERNANCEDIRECTORS

CORPORATE GOVERNANCE - PROPOSAL 1: ELECTION OF DIRECTORS

CORPORATE GOVERNANCE - PROPOSAL 1: ELECTION OF DIRECTORS

CORPORATE GOVERNANCE - PROPOSAL 1: ELECTION OF DIRECTORS

CORPORATE GOVERNANCE - PROPOSAL 1: ELECTION OF DIRECTORS

CORPORATE GOVERNANCE - DIRECTOR INDEPENDENCE

Director Independence

Because we are a controlled company, we are exempt from the requirement in the NYSE Listed Company Rules that a majority of our directors must be independent. In addition, we are exempt from the requirements (i) that our Executive Committee (which under its charter has the responsibilities of a Nominatingnominating and Governance Committee)governance committee) be composed solely of directors who meet the independence standards under the NYSE Listed Company Rules and (ii) that our Compensation Committee be composed solely of directors who meet additional, heightened independence standards under the NYSE Listed Company Rules and the rules of the SEC. The Company is subject to the requirement that all members of our Audit Committee satisfy independence requirements set forth under the NYSE Listed Company Rules and meet the additional criteria for independence of audit committee members set forth in Rule10A-3(b)10A- 3(b)(1) under the Exchange Act.

Under the NYSE Listed Company Rules, to be considered independent, a director must not have a disqualifying relationship, as defined in the NYSE Listed Company Rules, and the Board must affirmatively determine that the director otherwise has no direct or indirect material relationship with the Company. In making independence determinations, the Board complies with all NYSE and SEC criteria and considers all relevant facts and circumstances. The Board has determined that Dr. Akbari, Mr. Coleman, Mr. Ferriss, Ms. Holiday, Mr. McCarthy, Mr. Muir, and Mr. Rainer are Independent Directors.

In assessing the independence of the Independent Directors, the Board considered, without limitation, the following transactions, relationships, and arrangements:

The Board has also determined that each member of our Audit Committee is financially literate and that the chairChair of our Audit Committee (Mr. Muir) is an “audit committee financial expert” as defined by the SEC.

CORPORATE GOVERNANCE - BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

Board Leadership Structure and Risk Oversight

The Board is responsible for the oversight of management on behalf of our stockholders. The Board and its committees meet periodically throughout the year to:to (i) review strategy, business and financial performance, risk and control matters, and compensation and management development; and (ii) provide guidance to and oversight of, and otherwise assess and advise, the CEO and other senior executives. The Board’s leadership structure, described below, is designed to ensure that authority and responsibility are effectively allocated between the Board and management.

The Board does not have any formal policy as to whether the same person should serve as both the CEO and ChairmanChair of the Board, as the Board believes that it should have the flexibility to make the determination of the appropriate leadership for us at any given point in time. Currently, Mr. Rainer serves as the independent ChairmanChair of the Board. We believe that having an independent ChairmanChair can create an environment that leads to objective evaluation and oversight of management’s performance, increasescan increase management accountability, and improvescan improve the ability of the Board to monitor whether management’s actions are in the best interests of all stockholders. As a result, at this time, we believe that Mr. Rainer serving as our independent ChairmanChair enhances the effectiveness of the Board as a whole. The Board will continue to review the Board’s leadership periodically and may modify this structure from time to time if it is in the best interests of our Company and our stockholders.

The ChairmanChair of the Board leads the Board, sets the tone for its culture, and ensures its effectiveness in overseeing the Company and its management. The ChairmanChair presides at all meetings of the Board, as well as executive sessions of Independent Directors, and, in consultation with the CEO, other directors, and management, establishes the agenda for each Board meeting. The ChairmanChair also has the power to call special meetings of the Board. Mr. Ferriss serves as the Board’s Vice-Chairman,Vice-Chair, who acts as ChairmanChair of the Board if Mr. Rainer is absent.

The Company has established a risk governance structure that assigns responsibility for risk management among front-line business personnel, an independent risk management function, and internal audit. According to this model, business owners maintain responsibility for identifying and mitigating the risks generated through their business activities. The Chief Risk Officer, who reports to the CEO and is independent of any business line, is responsible for developing and maintaining a risk framework that ensures risks are appropriately identified and mitigated, and for reporting on the overall level of risk in the Company. The Chief Risk Officer is also accountable to the Risk Committee and to SHUSA’s Chief Risk Officer. The Chief Risk Officer is charged with the implementation and execution of the enterprise risk management (“ERM”) program under the oversight of the Board and its committees.

Risk management is overseen by the Board through four standing Board committees: the Risk Committee, the Audit Committee, the Compensation Committee, and the Regulatory and Compliance Oversight Committee, each of which is chaired by an Independent Director. Committee chairsChairs are responsible for calling meetings of their committees, presiding at meetings of their committees, approving agendas and materials for their committee meetings, serving as a liaison between committee members and the Board and between committee members and senior management (including the CEO, the CFO and the Chief Risk Officer), and working directly with the senior management responsible for committee matters. Each Board committee provides regular reports to the Board regarding matters reviewed by the Board committee.

In addition to receiving and discussing reports of risks under the purview of a particular committee, the Board monitors our risk culture and reviews specific and aggregate risks the Company faces. Further, at least annually, the Board approves, at the recommendation of the Risk Committee, a Risk Appetite Statement (a “RAS”), which defines the levels and types of risks the Company is willing to assume to achieve its business plans while controlling risk exposures within our risk capacity. In addition, the RAS establishes principles for risk-taking in the aggregate and for each risk type, and is supported by a comprehensive system of risk limits, escalation triggers, and control programs.

The Risk Committee is charged with responsibility for establishing governance over the ERM process and provides oversight of risk policies and risk management performance. The Risk Committee monitors our aggregate risk position and reviews reports from management on the comprehensive portfolio of risk categories and the potential impact these risks can have on our risk profile. A comprehensive risk report is submitted regularly by the Chief Risk Officer to the Risk Committee and to the Board, providing management’s view of our risk position. Further, the Risk Committee reviews and recommends for the Board’s approval the RAS, an Enterprise Risk Management Framework and various risk policies that govern the ERM Policy.risks that the Company faces. The Risk Committee also provides oversight of our impact on SHUSA’s compliance with its capital adequacy assessment process, including its capital plan submissions and resolution planning. In addition, the Risk Committee oversees the Company’s information and cyber risk management program. The Risk Committee also reviews and concurs in the appointment, replacement, performance, and compensation of the Chief Risk Officer.

CORPORATE GOVERNANCE - BOARD COMMITTEES

The Audit Committee is charged with oversight relating to the integrity of our financial statements and financial reporting process, the integrity of our systems of internal accounting and financial controls, and internal and external auditing, including the qualifications and independence of our independent registered public accounting firm. Please see “Audit—Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm” for a discussion of PwC, our proposed independent registered public accounting firm for 2019.2021. The Audit Committee oversees the performance of our internal audit function; reviews and concurs in the appointment, replacement, performance, and compensation of our Chief Audit Executive; and approves our internal audit function’s annual audit plan, charter, policies, and budget. The Audit Committee also receives regular updates on the audit plan’s status and results, including significant reports issued by our internal audit function and the status of management’s corrective actions.

The Compensation Committee works to ensure that the compensation programs covering our executives, business units, and risk- taking employees appropriately balance risk with incentives such that business performance is achieved without taking imprudent or inefficient risks. At least annually, the Compensation Committee conducts an assessment of the compensation policies and practices for our employees, including our executive officers. The assessment includes whether such compensation policies and practices createdcreate risks that wereare reasonably likely to have a material adverse effect on the Company.

The Regulatory and Compliance Oversight Committee is charged with the oversight of risk relating to the effectiveness of our compliance management system. The Regulatory and Compliance Oversight Committee also oversees our progress in remediating risks identified in risk assessment findings, internal audit findings, and outstanding corrective actions identified by regulators in examination reports, enforcement actions, and other communications.

In addition to the Board and the Risk Committee, the CEO and Chief Risk Officer delegate risk responsibility to management committees. These management committees include the Asset Liability Committee, the Enterprise Risk Management (“ERM”) Committee, the Executive Risk Committee, and the Pricing Committee. The Chief Risk Officer is a member of each of these committees and chairs the ERM Committee.

Board Committees

The Board has five standing committees: the Audit Committee, the Compensation and Talent Management Committee, the Executive Committee, the Regulatory and Compliance Oversight Committee, and the Risk Committee. The charters for each committee may be found on SC’s website athttp://investors.santanderconsumerusa.com. The following summarizes at a high level the membership of each Board committee.

CORPORATE GOVERNANCE - BOARD COMMITTEES

The following summarizes the membership of each Board committee, as well as the primary roles and responsibilities of each committee and the number of times each committee met in 2019.2020.

CORPORATE GOVERNANCE - BOARD COMMITTEES

CORPORATE GOVERNANCE - DIRECTOR COMPENSATION

Director Compensation

Only Independent Directors are compensated for their service on the Board. The compensation program for Independent Directors washas been approved by ournon-independent, disinterested directors,Board members, who do not receive any director compensation for their Board service.from us. The program provided the following compensation for Independent Directors:Directors in 2020:

The Compensation Committee annuallytypically reviews the form and amount of director compensation every two years and recommends changes to thenon-independent, disinterested Board members (who do not receive any director compensation from us), as appropriate. There were no material changes to the Independent Director Compensationcompensation program in 2019.2020.

Independent Director Stock Ownership Guidelines

In order to align the economic interests of our Independent Directors with those of our stockholders, the Board has determined that our Independent Directors should hold a meaningful equity stake in SC. To that end, our IndependentNon-Employee Director Stock Ownership Guidelines require each of our Independent Directors to acquire and retain shares or share equivalents of our Common Stock with a target value not less than five times the annual equity retainer of $50,000.

There is no required time period within which an Independent Director must attain the applicable stock ownership target. However, until the stock ownership target is achieved, an Independent Director is required to retain 100% of all shares of our Common Stock received under SC’s Independent Director compensation program, other than shares received with a value equal to the amount of taxes due on income realized in connection with the vesting or exercise of awards.

As of the date hereof, all directors are in compliance with the IndependentNon-Employee Director Stock Ownership Guidelines.

Director Compensation Table for 20192020

The following table provides information regarding compensation for each Independent Director in 2019.2020. Under our director compensation program, only Independent Directors are compensated by us for their service on the Board.

CORPORATE GOVERNANCE - NOMINATION OF DIRECTORS

Nomination of Directors

The Shareholders Agreement by and among SC, SHUSA, and certain other holders of our Common Stock, which we refer to as the “Shareholders Agreement,” provides SHUSA with special rights to nominate directors to the Board. Please see “Additional Governance Information—Related Party Transactions—Shareholders Agreement” for further information. Pursuant toUnder the Shareholders Agreement, SHUSA is entitled to nominate eightnine members of the Board. The Shareholders Agreement provides further that SHUSA may remove any director nominated by SHUSA with or without cause. In addition, SHUSA has the right to designate a replacement to fill a vacancy on the Board created by the departure of a director that was nominated by SHUSA, and we are required to take all action within our power to cause such vacancy to be filled by such designated replacement (including by promptly appointing such designee to the Board).

With respect to directors not nominated by SHUSA, the Board is responsible for selecting nominees for election to the Board by our stockholders. Generally, the Board begins identifying nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered forre-nomination. If any member of the Board does not wish to continue in service or if the Board decides not tore-nominate a member forre-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria described below. Generally, the Board identifies candidates for director nominees in consultation with sitting members of the Board and with management, through the use of search firms or other advisors, through recommendations submitted by other directors or stockholders, and through such other methods as the Board deems appropriate. In identifying and evaluating a potential director nominee, the Board considers, among other things, the following factors:

In its identification and evaluation process, the Board collects information about candidates through interviews, detailed questionnaires, and other means that the Board deems helpful in such process.

The Board’s goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriatenon-business backgrounds.

The Board is also committed to diversified Board membership. The Board will not discriminate, including on the basis of race, national origin, gender, sexual orientation, religion, or disability, in selecting nominees.Board members. Diversity, Equity and inclusionInclusion are values that are embedded into our culture and are fundamental to our business. In keeping with those values, when assessing a candidate, the Board considers the different viewpoints and experiences that a candidate could bring to the Board and how those viewpoints and experiences could enhance the Board’s effectiveness in the execution of its responsibilities. The Board is also committed to seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. Further, the Board is committed to interview at least one woman for every new Board position until we have at least four women on the Board. In addition, the Board assesses the diversity of the Board and its committees as a part of its annual self-evaluation process.

Other than the foregoing, there are no stated minimum criteria for director nominees. The Board may also consider such other factors as it may deem in our best interests and the best interests of our stockholders. We also believe it may be appropriate for key members of our management to participate as members of the Board.

Subject to the rights of our majority stockholder, stockholders may nominate candidates for election to the Board. In order to nominate a candidate for election to the Board, stockholders must follow the procedures set forth in our Bylaws, including timely receipt by the Secretary of the Company of notice of the nomination and certain required disclosures with respect both to the nominating stockholder and the recommended director nominee. For a complete description of the requirements and procedures for stockholder nominations, please refer to our Bylaws.

Directors may be elected by a plurality of votes cast at any meeting called for the election of directors at which a quorum is present. The presence of a majority of the holders of our Common Stock, whether in person or by proxy, constitutes a quorum. The Board did not receive any recommendations from stockholders (other than SHUSA) requesting that the Board consider a candidate for inclusion among the nominees in this Proxy Statement. However, our policy is that we will consider any such recommendation as long as the stockholder making the recommendation provides to us the information concerning the recommended individual that is required under our Bylaws.

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

The names, ages, and current positions of our executive officers as of the date of this Proxy Statement are listed in the table below. Each executive officer, including the CEO, is elected by the Board. Each executive officer holds office until his or her successor is elected and qualified, or until he or she is removed from, or resigns from, that office. There are no family relationships among the executive officers nor is there any agreement or understanding between any officer and any other person pursuant to whom the officer was elected.

Mahesh Aditya

President and Chief Executive Officer

Mr. Aditya is discussed above under “Corporate Governance—Proposal 1: Election of Directors—Information Concerning the Nominees.”

Fahmi Karam

Chief Financial Officer

FahmiMr. Karam has served as our Chief Financial Officer since September 2019. He previously served as our Head of Pricing and Analytics since May 2018 and as our Executive Vice President, Strategy and Corporate Development since September 2015, overseeing financial planning and analysis, asset acquisition and sales and other strategic initiatives. Prior to joining SC, Mr. Karam was at JP Morgan Investment Bank for 12 years, where he most recently served as an Executive Director. Prior to JP Morgan, Mr. Karam served as a Senior Associate at Deloitte Audit Assurance Services for two years. Mr. Karam received a Bachelor’sbachelor’s degree and Mastersmasters of Accountingaccounting from Baylor University and is a Certified Public Accountant.

Shawn AllgoodJoshua Baer

Head of Chrysler CapitalPricing and Auto Relationships

Mr. Allgood has been the Head of Chrysler Capital and Auto Relationships since July 2019. In this role, he is responsible for Chrysler Capital, sales and marketing activities, and dealer and customer relationships. Previously, Mr. Allgood served as the Executive Vice President of Chrysler Capital since April 2017. Prior to joining the Company, Mr. Allgood held senior management positions at Ally Financial Inc., f/k/a General Motors Acceptance Corporation, for 29 years, where his last role was Executive Director of Collections. Mr. Allgood received a Bachelor of Arts from Valdosta State University and a Master of Business Administration from Kennesaw State University.

Joshua Baer

Chief Risk OfficerStrategy

Mr. Baer has served as our Head of Pricing and Strategy since January 2021. Previously, he served as our Chief Risk Officer since March 2018, joining us from SHUSA, where he served as Head of Operations and Risk Strategy since May 2017. Prior to SHUSA, Mr. Baer worked at Capital One for 13 years, most recently as the Head of Consumer Credit Risk Analytics since 2010. Mr. Baer holds a bachelor’s degree in finance from James Madison University and a master’s degree in business administration from the Haas School of Business at the University of California, Berkeley.

EXECUTIVE OFFICERS

Sandra Broderick

Head of Operations

Ms. Broderick has served as our Executive Vice President, Head of Operations since October 2017, and since October 2019, has also served as the U.S. Head of Operations for SHUSA.SHUSA from October 2019 to March 2021. Ms. Broderick joined us 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 JP Morgan Chase from March 2002 to March 2017, where she served as Head of Operations for their Automotive Finance and Student Lending businesses. Ms. Broderick was also a Senior Operations Director at GE Capital from December 1995 to September 1998 and a Senior Vice President of Operations Executive at Bank One from September 1998 to March 2002. Ms. Broderick attended State University of New York at Buffalo.

Gene Cohler

Head of Decision Sciences and Model Development

Mr. Cohler has served as our Executive Vice President and Head of Decision Sciences and Model Development since March 2020. Prior to joining us, he served as a Managing Director at Bank of America from May 2015 to November 2017, where he was Head of Consumer Risk Analytics and Modeling. Prior to Bank of America, Mr. Cohler was employed by JP Morgan for 28 years, where he most recently served as a Managing Director and Head of Consumer Risk Modeling. In these roles, he has worked in a variety of analytical areas including CCAR, CECL, capital and counterparty as well as structured products and derivatives trading models. Mr. Cohler holds a Ph.D. in theoretical physics from Yale University.

Reza Leaali

Chief Technology Officer

Mr. Leaali has served as our Chief Technology Officer since February 2018. He previously served as Chief Technology Officer for Wells Fargo from 2002 to 2018 and Vice President and Acting Chief Technology Officer for PurchasePro from 2001 to 2002. Prior to that, Mr. Leaali held the position of Chief Architect and Head of Core Technologies at Ingram Micro from 1995 to 2001. Mr. Leaali holds a bachelor’s degree in computer science from North London University.

Christopher Pfirrman

Chief Legal Officer, General Counsel, and Corporate Secretary

Mr. Pfirrman has served as our Chief Legal Officer, General Counsel, and Corporate Secretary since September 2015. He was previously employed by SHUSA, and most recently, served as Senior Executive Vice President and General Counsel of SHUSA and of SBNA from January 2012 to September 2015. He served as SBNA’s Senior Vice President and Deputy General Counsel from January 2000 to January 2012, and he was an attorney in the law firm of Edwards & Angell, LLP (now Locke Lord LLP) from 1996 to 2000. He received a bachelor’s degree from Fairfield University in Connecticut and a law degree from the College of William and Mary in Virginia. He is a member of the Massachusetts and Connecticut bars.

RL Prasad

Chief Risk Officer

Mr. Prasad has served as our Chief Risk Officer since January 2021, having served as our Deputy Chief Risk Officer since February 2020. Prior to joining us, he served as Head of Global Payments Risk and Global Head of Risk Services for Visa Inc. Mr. Prasad has also held senior enterprise leadership roles in credit and risk at Standard Chartered Bank and Citigroup. He earned a masters of business administration at Bharathidasan Institute of Management, Trichy, and earned a bachelor’s degree in commerce and economics from Madras University.

Mikenzie Sari

Chief Human Resources Officer

MikenzieMs. Sari has served as our Chief Human Resources Officer since September 2018. She previously served as Managing Director, Human Resources for Wholesale Banking at Santander Bank, N.A., and Chief Human Resources Officer of Santander Investment Securities from February 2016 to September 2018. She served as Managing Director, Human Resources of Wholesale Banking at Mitsubishi UFJ Financial Group from April 2013 to January 2016. Ms. Sari received a bachelor’s degree in mechanical engineering from Northwestern University and a master’s degree in business administration from Kellogg School of Management.

Donald Smith

Chief Technology Officer

Mr. Smith has served as our Chief Technology Officer since December 2020. Mr. Smith has more than 20 years of executive experience in information technology for financial services firms, most recently serving as Chief Information Officer for Xpanse from September 2020 to December 2020 and for Common Securitization Solutions from April 2017 to July 2020. Previously, he was also Chief Technology Officer for Black Knight Financial Services from April 2010 to February 2017. Mr. Smith attended Northeastern University and Dean College, where he studied computer science, and Montclair State University, where he obtained a certificate in professional web development.

AUDIT - PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT

Proposal 2: Ratification of Appointment of Independent Registered

                     Public Accounting Firm

Our Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to perform the audit of our financial statements and our internal control over financial reporting. The Audit Committee has appointed the accounting firm of PwC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2021.

Stockholder Ratification of Appointment of Independent Registered Public Accounting Firm

A proposal to ratify the appointment of PwC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 20202021 will be presented at the 2020 Annual Meeting. PwC audited our consolidated financial statements for 2017–2019.2018 - 2020. Representatives of PwC are expected to be present at the meeting.Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the selection of PwC as our independent registered public accounting firm is not mandated by our Bylaws or otherwise required. However, the Board is submitting the selection of PwC to our stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm.PwC. Even if the selection is ratified, the Audit Committee at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and our stockholders’ best interests.

The affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote on this matter at the 2020 Annual Meeting, whether in person or represented by proxy, willis necessary to approve the proposal to ratify PwC as our independent registered accounting firm for the fiscal year ending December 31, 2020.2021.

AUDIT - AUDIT FEES AND RELATED MATTERS;

AUDIT - REPORT OF THE AUDIT COMMITTEE

AUDIT FEES AND RELATED MATTERSAudit Fees and Related Matters

Audit andNon-Audit Fees

The following tables present fees for professional audit services rendered by PwC for the audits of our annual financial statements and the effectiveness of internal controls for the years ended December 31, 20192020 and 2018,2019, and fees for other services rendered by PwC during 20192020 and 2018.2019.

Audit CommitteePre-Approval of Audit andNon-Audit Services of Independent Auditor

The Audit Committee has implemented procedures to ensure that all audit and permittednon-audit services provided to us arepre- approved by the Audit Committee. Specifically, the Audit Committeepre-approves the use of an independent accountant for specific audit andnon-audit services, within approved monetary limits. If a proposed service has not beenpre-approved, then it must be specificallypre-approved by the Audit Committee before it may be provided by our independent accountant.auditor. Anypre-approved services exceeding thepre-approved monetary limits require specific approval by the Audit Committee. The Audit Committee may delegatepre- approval authority to one or more of its members when expedition of services is necessary.

All of the audit-related, tax, and other services provided by PwC to us in 20192020 were approved by the Audit Committee by means of specificpre-approvals or under procedures established by the Audit Committee. The Audit Committee has determined that allnon-audit services provided by PwC in 20192020 were compatible with maintaining its independence in the conduct of its auditing functions.

REPORT OF THE AUDIT COMMITTEEReport of The Audit Committee

This report reviews the actions taken by our Audit Committee with regard to the Company’s financial reporting process during 20192020 and particularly with regard to the Company’s audited consolidated financial statements as of December 31, 20192020 and 20182019 and for the three years ended December 31, 2019.2020.

The Audit Committee is comprised of threenon-management Board members. The Board has determined that each member of our Audit Committee has no material relationship with the Company under the Board’s director independence standards and that each is independent under the NYSE’s listing standards and the SEC’s standards relating to the independence of audit committees. The Board has also determined that each member is financially literate and that our chairthe Chair of the Audit Committee (Mr. Muir) is an “audit committee financial expert” as defined by the SEC.

The Audit Committee operates under a written charter adopted by the Board that is published on the investor relations section of our website athttp://investors.santanderconsumerusa.com. The Audit Committee annually reviews its written charter and practices, and has determined that its charter and practices are consistent with the listing standards of the NYSE and the provisions of the Sarbanes- Oxley Act of 2002.

The purpose of the Audit Committee is to assist Board oversight of (i) our independent registered public accounting firm’s qualifications and independence, (ii) the performance of the internal audit function and that of the independent registered public

AUDIT - REPORT OF THE AUDIT COMMITTEE

The Audit Committee discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, including PwC’s overall audit scope and audit approach as set forth in the terms of their engagement letter, PwC’s overall audit strategy for significant audit risks identified by them, and the nature and extent of the specialized skills necessary to perform the planned audit. In addition, the Audit Committee monitors the audit, audit-related, and tax services provided by PwC. Details of the fees paid to PwC can be found in this Proxy Statement under “Audit—Audit Fees and Related Matters.”

PwC provided the Audit Committee the written disclosures and the letter required by PCAOB’s Ethics and Independence Rule 3526 (Communications with Audit Committees Concerning Independence), and the Audit Committee discussed and confirmed with PwC their independence. The Audit Committee has considered whether PwC’s provision of anynon-audit services to us is compatible with maintaining auditor independence. The Audit Committee has concluded that the provision of anynon-audit services by PwC was compatible with PwC’s independence in the conduct of its auditing functions.

Management is responsible for our internal control over financial reporting, the financial reporting process, and our consolidated financial statements. The independent auditor is responsible for performing an independent audit of our consolidated financial statements and of the effectiveness of internal control over financial reporting in accordance with auditing standards promulgated by the PCAOB. Our Internal Audit Department, under the Chief Audit Executive, is responsible to the Audit Committee for preparing an annual audit plan and conducting internal audits intended to evaluate our internal control structure and compliance with applicable regulatory requirements. The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing. As noted above, the Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee regularly meets and holds discussions with our management and internal auditors and with the independent auditor, including sessions with the internal auditors and with the independent auditor without members of management present. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with GAAP. The Audit Committee reviewed and discussed our consolidated financial statements with management and PwC.

The Audit Committee also discussed with PwC the quality of our accounting principles, the reasonableness of critical accounting estimates and judgments, and the disclosures in our consolidated financial statements, including disclosures relating to significant accounting policies. Based on the Audit Committee’s discussions with our management, internal auditors, and PwC, as well as a review of the representations given to the Audit Committee and PwC’s reports, the Audit Committee recommended to the Board, and the Board approved, inclusion of the audited consolidated financial statements in our Annual Report on Form10-K for the year ended December 31, 2019,2020, as filed with the SEC on February 27, 2020.24, 2021.

Submitted by the Audit Committee of the Board:

William F. Muir, Chair

Stephen A. Ferriss

Robert J. McCarthy

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or Exchange Act, and shall not otherwise be deemed filed under these Acts.

COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Introduction.This CD&A describes the material elements of compensation awarded to, earned by, or paid to each of our NEOs, and focuses on the information contained in the following tables and related footnotes for the year 2019,2020, unless otherwise noted.

This CD&A explains the overall objectives of our executive compensation program, how each element of our executive compensation program is designed to satisfy these objectives, and the policies underlying our 20192020 compensation program.

The Compensation Committee designs our executive compensation program to be consistent with best practices, support our businesses in achieving their key goals and imperatives, and drive stockholder value. The Compensation Committee believes that our compensation programs, which are intended to comply with all applicable laws, regulations, and directives from our regulators, are governed by a set of sound principles and are designed to mitigate excessive risk-taking.

2019 Changes in Leadership. During 2019, we had several key changes in our leadership team.

We believe these leadership transitions have proceeded smoothly. These changes highlight the deep bench of management talent that we and SHUSA have developed and our thoughtful approach to succession planning.

Mr. Aditya received base salary from us for his service in December, but given that he spent most of the year in his SHUSA role, his 2019 annual bonus award was based solely on his service to SHUSA and paid solely by SHUSA. He did not receive an annual bonus award from us for 2019. Because Mr. Alvarez de Soto and Ms. Broderick performed services for both us and SHUSA during 2019, their 2019 annual bonus was paid in part by us and in part by SHUSA. This Proxy Statement reports on the compensation decisions and awards made by the Compensation Committee for these NEOs’ service to SC during 2019, and does not reflect compensation paid by SHUSA for service to SHUSA.

COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

robust customer relations, and steady regulatory compliance, and taking into account similar strong performance by SHUSA and Santander as a whole, the SAN US Bonus Pool and the SC Bonus Pool were each funded at approximately 110%87% and 105%, respectively, of target.

Key Executive Compensation Philosophy and Objectives.The fundamental principles that the Compensation Committee follows in designing and implementing compensation programs for our NEOs are to:are:

The Compensation Committee aims to provide a total compensation package (i.e., base salary and target annual bonus) that is comparable to that of other financial institutions with which we compete for business and for talent, taking into account publicly availablevarious sources of information provided by Pay Governance, ourthe Committee’s independent compensation consultant. In 2019,2020, the Compensation Committee took into account SC’s performance and each NEO’s individual performance, level of responsibility, and track record within the organization in setting the NEO’s compensation.

Allocation of Compensation Between SC and SHUSA for Mr. Powell.Prior to his resignation, Mr. Powell served as our CEO and also served as the CEO of our parent, SHUSA. Our Compensation Committee and SHUSA’s Compensation and Talent Management Committee (the “SHUSA Compensation Committee”) jointly determined to allocate Mr. Powell’s 2019 total compensation at 36% to SHUSA and 64% to SC. We jointly decided on these allocations to reflect the percentage of time that Mr. Powell spent working for and with respect to each organization based on time allocation tracking. Due to his resignation, however, he did not receive a 2019

COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

PROCESS FOR DETERMINING EXECUTIVE COMPENSATIONProcess for Determining Executive Compensation

Compensation Committee

The Compensation Committee retains the final authority regarding and ultimately sets the compensation for our executive officers, including our NEOs, and has oversight of, among other things, the adoption, modification, and termination of the terms of our executive incentive plans, and approval of amounts paid to our NEOs under those plans. The Compensation Committee operates under a written charter adopted by the Board that is published on the investor relations section of our website athttp://investors.santanderconsumerusa.com. Pursuant to its charter, the Compensation Committee may delegate responsibilities to subcommittees consisting of one or more of its members, who must report on their activities to the Compensation Committee.

Banco Santander’s Board Remuneration Committee (the “Santander Remuneration Committee”) and its Board of Directors, as well as the SHUSA Compensation Committee, also review, validate, and approve the compensation provided to certain members of our team. Our Compensation Committee recommends our CEO’s compensation to the Santander Remuneration Committee for its approval.

The Compensation Committee conducts anin-depth assessment of each NEO’s performance against his or her individual goals, as well as against SC’s performance, and then applies its judgment to make compensation decisions. The Compensation Committee utilizes a formula to approve athe bonus pool forpools in which our executive officers and certain other senior members of management participate (please see “Principal Components of Executive Compensation—Annual Bonuses—Bonus PoolsBonuses” in this CD&A for further information), but does not otherwise rely on a formula or matrix to make individual compensation decisions. The Compensation Committee believes this process provides accountability for performance against SC and individual goals and enables the Compensation Committee to assess effectively the quality of the performance and leadership demonstrated by each NEO. Importantly, theThe Compensation Committee believes that the process also differentiates among each NEO’s performance and motivates each NEO’s short-term and long-term results, as well as promoteswhile at the same time promoting innovation and business transformation within SC.

To advise the Compensation Committee in fulfilling its duties and responsibilities, the Compensation Committee has retained Pay Governance LLC (“Pay Governance”) for the last several years to act as its independent consultant and advise on executive and non-employee director compensation. Pay Governance reports directly to the Compensation Committee and performs no other work for SC. As part of its engagement of Pay Governance, each year the Compensation Committee analyzes Pay Governance’s independence from management and whether hiring Pay Governance would raise a conflict of interest.

The Compensation Committee performed thisdetermined for 2020, based on its analysis by taking into considerationof the following factors set forth in Section 303A.05 of the NYSE Listed Company Manual:

The Compensation Committee determined, based on its analysis of the above factors,Manual, that Pay Governance is independent from management and that the work of Pay Governance and the individual compensation advisors employed by Pay Governance as compensation consultants to the Compensation Committee have not presented any conflict of interest.

Compensation Peer Group

Pay Governance assisted the Compensation Committee in 20192020 by providing market and industry information regarding executive compensation as a market-checkmarket check for Compensation Committee decisions. To facilitate this review, Pay Governance recommended that the Compensation Committee establish a customized peer group that considers the scale and nature of our business. Based on that review, the Compensation Committee approved a peer group comprised of comparable auto-lending businesses in the U.S. with aasset sizes similar asset size to SC. These businesses generally are captive auto-lending subsidiaries of automotive companies or auto lendingauto-lending units of diversified lenders. Each of the peer businesses participate in pay surveys prepared by McLagan Partners. Pay Governance reviews McLagan survey data for corresponding job functions similar to our NEOs, and for our CEO and CFO positions, also provides broader public company compensation data based on publicly available proxy statement information. Because Ms. Broderick also performed services for SHUSA in 2020, her compensation was also reviewed with respect to SHUSA’s peer group.

COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

The primary peer group used by the Compensation Committee for 20192020 pay decisions for the NEOs was as follows: