UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Santander Consumer USA Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

2016

Proxy Statement

& Notice of

Annual Meeting

of Stockholders

SANTANDER CONSUMER USA HOLDINGS INC.

1601 Elm St. Suite 800

Dallas, Texas 75201

(214) 634-1110

June 15, 2015April 29, 2016

Dear Stockholders,

I am honored to chair the board of Santander Consumer USA Holdings Inc. Stockholders,

You are cordially invited(SC) and to attendrepresent the interests of all shareholders. It is a dynamic, growing and impressive company. On behalf of the Board of Directors, I would like to invite you to the Annual Meeting of Stockholders of Santander Consumer USA Holdings Inc., to be held on July 15, 2015.June 16, 2016. The Annual Meeting will begin promptly at 10:009 a.m., local time, at 1601 Elm Street, Suite 800, Dallas, Texas 75201.

A Notice of Annual Meeting of Stockholders and the Proxy Statement for the meeting are attached. To ensure your representation at the Annual Meeting, you are urged to vote by proxy via the Internet or telephone pursuant to the instructions provided in the enclosed proxy card; or by completing, dating, signing and returning the enclosed proxy card.

In the past year Santander Consumer USA Holdings Inc. has faced a number of challenges. Factors such as a highly regulated environment to management turnover to media characterizations of the auto finance industry as “risky” have all contributed to recent volatility in the SC share price. However, I do not believe that the recent share price reflects the true value of the Company and I remain confident in SC’s ability to generate attractive returns for its shareholders.

Every day I am reminded that our Company helps drive the American economy and helps people prosper. Countless families need vehicles to take them to work, school and to their homes. We provide a way – sometimes the only way – to make that possible.

Our Company has been transformed from an entrepreneurial startup more than 20 years ago into a seasoned, well-managed and innovative originator and servicer of automobile loans. With a focused business strategy, healthy balance sheet, impressive efficiency and continued strong access to liquidity and funding, we are well positioned for long-term success.

2015 was a transformative year for us. In addition to bringing eight new directors onto our board and implementing our succession plans with respect to several key executive positions, we also made strides in several strategic initiatives, including:

As we look ahead to 2016, the continued transformation of the Company’s corporate governance, compliance and risk disciplines remain our key – if not our primary – focus. We continue to make progress in these areas and to partner with our bank holding company, Santander Holdings USA, Inc., and the regulatory agencies as we move forward in meeting or exceeding all legal and regulatory expectations. Our present concentration on these disciplines allows for more capacity in the future.

Our fundamentals remain strong in a shifting environment. We are focused on maintaining disciplined underwriting standards to deliver strong returns, robust profitability and value to our stockholders.

As a stockholder, your vote is important to our continued success. The Notice of Annual Meeting and Proxy Statement on the following pages contain information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to attend the Annual Meeting you will have the opportunity to revoke your proxy and vote your shares in person. This Proxy Statement is also available athttp://www.proxypush.com/SC.

We gratefully acknowledge your continuing interest incontinued support of our business, and we hope that you will attend the Annual Meeting.business.

Sincerely,

Thomas G. Dundon

Chairman and Chief Executive OfficerBlythe Masters

Chair of the Board

SANTANDER CONSUMER USA HOLDINGS INC.

1601 Elm St. Suite 800

Dallas, Texas 75201

(214) 634-1110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 15, 2015JUNE 16, 2016

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Santander Consumer USA Holdings Inc. will be held at 1601 Elm Street, Suite 800, Dallas, Texas 75201 at 10:9:00 a.m., local time, on July 15, 2015,June 16, 2016, for the following purposes:

The Board of Directors has fixed the close of business on June 1, 2015April 26, 2016 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors,

Eldridge A. Burns, Jr.

Secretary

June 15, 2015

Dallas, Texas

This Proxy Statement is being mailed beginning on or around June 15, 2015 to all stockholders entitled to vote at the Annual Meeting.

TABLE OF CONTENTS

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April 29, 2016

SANTANDER CONSUMER USA HOLDINGS INC.

1601 Elm St. Suite 800

Dallas, Texas 75201

(214) 634-1110

This Proxy Statement is being mailed beginning on or around April 29, 2016 to all stockholders entitled to vote at the Annual Meeting.

Table of Contents

Table of Contents

JULY 15, 2015

INFORMATION CONCERNING SOLICITATION AND VOTINGInformation Concerning

Solicitation and Voting

Introduction

We are furnishing this Proxy Statement on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Santander Consumer USA Holdings Inc. (“SCUSA” or the “Company”), a Delaware corporation, for use at our 20152016 Annual Meeting of Stockholders, or at any adjournments or postponements of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 1601 Elm Street, Suite 800, Dallas, Texas 75201, at 10:9:00 a.m. local time, on July 15, 2015.June 16, 2016.

As used in this Proxy Statement, the terms “Company”, “us”, “we”, “our”, and “SCUSA”“SC” refer to Santander Consumer USA Holdings Inc., and, where appropriate, Santander Consumer USA Holdings Inc., and its subsidiaries. The term “Common Stock” means shares of our common stock, par value, $.01 per share.

Stockholders Entitled to Notice and to Vote; Quorum

Only holders of record of our Common Stock at the close of business on June 1, 2015,April 26, 2016, which the Board of Directors has set as the record date, are entitled to notice of, and to vote at, the Annual Meeting. As of the record date, we had 357,753,809358,169,999 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 26 stockholders of record. Each stockholder of record of Common Stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. There are no cumulative voting rights in the election of directors.

The presence, in person or by proxy, of a majority of the votes entitled to be cast on a matter to be voted on at the Annual Meeting constitutes a quorum for action on that matter. The shares of Common Stock represented by properly executed proxy cards or properly authenticated voting instructions recorded electronically through the Internet or by telephone, will be counted for purposes of determining the presence of a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

Information Concerning Solicitation and Voting

Distinction Between Holding Shares as a Stockholder of Record and as a Beneficial Owner

Some of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.

If you are not a stockholder of record, please understand that we do not know that you are a stockholder, or how many shares you own.

Voting Deadline

If you are a stockholder of record on the record date, then your proxy must be received no later than 5:00 p.m., Eastern time on July 14, 2015June 15, 2016 to be counted. If you are the beneficial owner of your shares held through a broker, trustee, or other nominee, please follow the instructions of your broker, trustee, or other nominee in determining the deadline for submitting your proxy.

Voting without Attending the Annual Meeting

Whether you hold shares directly as a stockholder of record or through a broker, trustee, or other nominee, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the Internet, by telephone, or by mail. Instructions are on the proxy card. The proxy holders will vote all properly executed proxies that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

Voting in Person

Shares held in your name as the stockholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

The vote you cast in person will supersede any previous votes that you may have submitted, whether by Internet, telephone, or mail.

Voting Requirements

At the Annual Meeting, stockholders will consider and act upon (1) the election of twelvethirteen (13) directors, (2) the ratification of the appointment of our independent registered public accounting firm, (3) the approval on a non-binding, advisory basis, of named executive officer compensation,the amendment and restatement of the Santander Consumer USA Holdings Inc. Omnibus Incentive Plan (the “Omnibus Plan”) and (4) a non-binding, advisory vote on the frequency of future advisory votes on named executive officer compensation, and (5) such other business as may properly come before the Annual Meeting.

Our Third Amended and Restated Bylaws (the “Bylaws”) provide that directors are elected by a plurality of the votes cast. This means that the director nominee with the most votes for a particular seat on the Board of Directors is elected for that seat. Only votes actually cast will be counted for purposes of determining whether a director nominee received the most votes for a particular seat on the Board of Directors. Abstentions and the withholding of authority by a stockholder (including broker non-votes) as to the election of directors (Proposal 1) are not treated as votes “cast” and thus have no effect on the results of the election.

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Under our Bylaws, the ratification of the appointment of our independent registered public accounting firm (Proposal 2), and the approval on non-binding, advisory basis, of named executive officer compensationthe amended and restated Omnibus Plan (Proposal 3), which we refer to as the say-on-pay proposal, and the non-binding, advisory vote on the frequency of future say-on-pay proposal voting (Proposal 4), which we refer to as the say-on-frequency proposal, must be approved by the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes are not treated as votes “cast” and thus have no effect on the vote for Proposalseither Proposal 2 3 or 4.Proposal 3.

Information Concerning Solicitation and Voting

Under current New York Stock Exchange (the “NYSE”) rules, a broker, bank or other nominee may exercise discretionary voting power for the ratification of the selection of Deloitte & Touche LLP.our independent registered public accounting firm. However, the election of directors the say-on-pay proposal and the say-on-frequency proposalapproval of the amended and restated Omnibus Plan are non-routine matters and the NYSE does not permit a broker, bank or other nominee to exercise discretionary voting power with regard to such proposals.a proposal. Therefore, if you are a beneficial owner and do not provide your broker, bank or other nominee with voting instructions on either the election of directors the say-on-pay proposal(Proposal 1) or the say-on frequency proposal,amended and restated Omnibus Plan (Proposal 3), then your vote will not count either for or against the election of the nominees or for or against the say-on-pay proposal orapproval of the say-on-frequency proposal.amended and restated Omnibus Plan.

As of May 7, 2015,March 31, 2016, our directors and executive officers owned or controlled the power to vote 42,800,33342,188,818 shares of Common Stock eligible to be voted at the Annual Meeting (excluding options not exercisable prior to the record date), constituting approximately 11.73%11.56% of the outstanding Common Stock. In addition, Santander Holdings USA, Inc. (“SHUSA”), our controlling stockholder and a subsidiary of Banco Santander, S.A. (“Santander”), owns 210,995,049 shares of Common Stock, constituting approximately 59.03%58.92% of the outstanding Common Stock. We believe that our directors, executive officers and SHUSA will vote all of their shares of Common Stock in favor of the election of each of the director nominees and in favor of Proposals 2 and 3, and in favor of a 3-year frequency of future say-on-pay proposal voting, and therefore, the outcome of these matters is reasonably assured.

Treatment of Voting Instructions

If you provide specific voting instructions, your shares will be voted as instructed.

If you hold shares as the stockholder of record and sign and return a proxy card or vote by Internet or telephone without giving specific voting instructions, then your shares will be voted in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends (1) a vote for the election of Thomas G. Dundon, Jose Garcia Cantera,José Doncel Razola, Stephen A. Ferriss, Victor T. Hill, Mónica López-Monís Gallego,Mark P. Hurley, Brian Gunn, Jason A. Kulas, Javier Maldonado, Blythe Masters, Robert J. McCarthy, Gerald P. Plush, William Rainer, Wolfgang Schoellkopf and Heidi Ueberroth to our Board of Directors, (2) a vote for the ratification of the appointment of Deloitte & Touche LLPPricewaterhouseCoopers as our independent registered public accounting firm (3) a vote for approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement and (4)(3) a vote for the approval of holding an advisory say-on-pay vote on the compensationamendment and restatement of our named executive officers every three years.the Santander Consumer USA Holdings Inc. Omnibus Incentive Plan. In the event that any director nominee is unavailable for election, such shares may be voted for the election of such substitute nominee or nominees, if any, as the Board of Directors may select.

You may have granted to your broker, trustee, or other nominee discretionary voting authority over your account. Your broker, trustee, or other nominee may be able to vote your shares depending on the terms of the agreement you have with your broker, trustee, or other nominee.

The persons identified as having the authority to vote the proxies granted by the proxy card will also have discretionary authority to vote, in their discretion, to the extent permitted by applicable law, on such other business as may properly come before the Annual Meeting and any postponement or adjournment. The Board of Directors is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons named in the proxy card will vote on such matter in their own discretion.

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Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time prior to its exercise at the Annual Meeting by either (i) giving written notice of revocation to our Corporate Secretary, (ii) properly submitting a duly executed proxy bearing a later date, or (iii) appearing in person at the Annual Meeting and voting in person.

If you are the beneficial owner of shares held through a broker, trustee, or other nominee, you must follow the specific instructions provided to you by your broker, trustee, or other nominee to change or revoke any instructions you have already provided to your broker, trustee, or other nominee.

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PROPOSALCorporate Governance

Proposal 1: ELECTION OF DIRECTORS

Election of Directors

Introduction

As of the date of our annual meeting, our Board will consist of twelvethirteen members. The current members are Roman Blanco, John H. Corston, Thomas G. Dundon,José Doncel Razola, Stephen A. Ferriss, WilliamVictor Hill, Mark P. Hendry, Matthew Kabaker, Gonzalo de Las Heras, Tagar C. Olson,Hurley, Brian Gunn, Jason A. Kulas, Javier Maldonado, Blythe Masters, Robert J. McCarthy, Gerald P. Plush, William Rainer, Wolfgang Schoellkopf Javier San Felix and Heidi Ueberroth.

SHUSA has the right to nominate eight members of our Board. See “—Nomination of Directors.” SHUSA has nominated Mr. Doncel Razola, Mr. Ferriss, Mr. Hill, Mr. Gunn, Mr. Kulas, Mr. Maldonado, Mr. Plush and Mr. Schoellkopf for reelection, and Mr. Garcia Cantera, Mr. Hill, Mr. Maldonado, Ms. Lopez Monis and Mr. McCarthy for election to the Board of Directors. Upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “NGC”), theThe Board of Directors has nominated Mr. DundonHurley, Ms. Masters, Mr. McCarthy, Mr. Rainer and Ms. Ueberroth for reelection and Ms. Masters and Mr. Rainer for election to the Board of Directors. The Board has determined that Mr. Ferriss, Mr. Hurley, Ms. Masters, Mr. McCarthy, Mr. Schoellkopf, Mr. Rainer and Ms. Ueberroth are independent directors.

Each of the directors elected at the Annual Meeting will be elected for a one-year term which expires at the 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.

The Board of Directors recommends a voteFOR each of the nominees.

Information Concerning the Nominees

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

Thomas G. Dundon

As one of our founding partners, Mr. Dundon, age 43, was named President in May 2005 and served in that position until November 2013. He became President and Chief Executive Officer in December 2006, and since such time he has served as a member of our board of directors. Mr. Dundon was appointed as the chairman of our board of directors on December 28, 2013 and also serves as chairman of our Executive Committee. Mr. Dundon is also a director of SHUSA and of the nonprofit Santander Consumer USA Inc. Foundation. Mr. Dundon holds a bachelor’s degree in economics from Southern Methodist University. Mr. Dundon has extensive knowledge and experience in consumer finance, and we believe he is qualified to serve on our Board.

José García Cantera

Mr. García Cantera, age 49, is Senior Executive Vice President of Santander and has served as Chief Financial Officer and Head of the Finance Division of Santander since January 2015. Prior to his current role, Mr. García Cantera was the head of Santander’s Global Wholesale Banking Division from May 2012 to January 2015, and served as Chief Executive Officer of Banesto from 2006 to May 2012, having joined the bank in September 2003 as Senior Executive Vice President of Wholesale Banking. Previously, he was a member of the Management Committee of Citigroup Europe, Middle East and Africa (“EMEA”) and a director of Citigroup Capital Markets UK and Citigroup EMEA. Mr. García Cantera is an industrial engineer and holds a master’s degree in business administration from IE Business School. Mr. García Cantera has extensive knowledge and experience in international finance, and we believe he is qualified to serve on our Board.

Stephen A. Ferriss

Mr. Ferriss, age 69, was appointed a director in November 2013 and also serves as the chairman of our Audit Committee and Compensation Committee. He has served as a director of SHUSA and Santander Bank, N.A., a wholly owned subsidiary of SHUSA (“SBNA”) since 2012 and serves as the chairman of the SHUSA and

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SBNA Audit Committees and as a member of the SHUSA and SBNA Board Enterprise Risk Management Committees. He is also a member of SHUSA’s Board Capital and Regulatory Oversight Committees and of SBNA’s Bank Secrecy Act/Anti-Money Laundering Oversight Committee. He is the senior independent director and chairman of the Nominations Committee for Management Consulting Group PLC, London, a publicly traded company on the London Stock Exchange. He also has served as a Board member of Iberchem in Madrid, Spain since 2007, and previously served as a Board member of Santander Bancorp and Banco Santander Puerto Rico from 2002 to 2010 and as a member of the Audit Committee of those companies from 2004 to 2010. He previously served as President and Chief Executive Officer of Santander Investment Securities Inc. from 1999 to 2002 and held various roles at Bankers Trust (now Deutsche Bank Alex. Brown), including managing director and partner of the Bankers Trust Global Investment Bank in London and New York. Mr. Ferriss has a B.A. from Columbia College and an M.I.A. from Columbia University School of International Affairs. Mr. Ferriss brings extensive global experience to the Board as a result of these positions, and we believe he is qualified to serve on our Board.Corporate Governance

Victor Hill

Mr. Hill, age 51, has served as Managing Director of Santander Consumer (UK) plc, which he founded, since July 2005 and as Managing Director of First National Motor plc, a subsidiary of Santander Consumer (UK), since February 2004. Mr. Hill joined Lombard North Central plc in 1982, remaining with the business through its change of ownership and rebranding to First National Motor plc in 1998. Mr. Hill has since held a number of executive positions at First National Motor plc, including Head of the Department—Customer Services (Motor Finance) of First National Bank plc from February 1994 to December 1999, Operations Director (Motor Finance) of First National Bank plc from January 2000 to April 2002, Group Customer Services Director of First National Bank plc from May 2002 to April 2003 and Director of First National Motor plc from April 2003 to February 2004. Mr. Hill also serves as a director of Hyundai Capital UK Ltd., Santander Consumer UK, PSA Finance plc and First National Motor plc. He has previously served as a director of several companies in the Abbey National Group from November 2003 to September 2009 and of GE Capital Bank Limited from January 2009 to May 2009. Mr. Hill has extensive experience in the auto finance industry, and we believe he is qualified to serve on our Board.

Mónica López-Monís Gallego

Ms. López-Monís, age 45, has served as the Chief Compliance Officer of Santander since April 2015 and as General Secretary and Secretary to the Board of Directors of Bankinter S.A. since 2014. She has held a number of executive positions at Santander, including as Vice Secretary to the Board of Directors of Santander from 2013 to 2014 and as General Secretary and Secretary to the Board of Directors of Banesto S.A. (“Banesto”) from 2009 to 2013. Prior to joining Santander, Ms. López-Monís was General Secretary and Secretary to the Board of Directors of Aldeasa S.A., a company specializing in the airport retail trade, and served as Director of Legal and Tax Consultancy for Bankinter S.A. from 2001 to 2005. She has been a director of Abertis Infraestructuras S.A. since March 2013 and served on the Board of Governors of the Bar Association of Madrid (Ilustre Colegio de Abogados de Madrid) from December 2007 to December 2012. She received her degrees in Law and in Economics and Business Sciences from University Pontificia de Comillas ICAI-ICADE. Ms. López-Monís has extensive knowledge of business and consumer finance and specialized experience in the compliance area, and we believe she is qualified to serve on our Board.

Javier Maldonado

Mr. Maldonado, age 52, has served as Senior Executive Vice President of Santander, Head of the New General Directorate for Coordination and Control of Regulatory Projects in the Risks Division, since September 2014. Previously, he served as Executive Committee Director, Head of Internal Control and Corporate Development, for Santander (UK) plc (“Santander UK”) from May 2012 to September 2014; Vice President in Charge of Closed Funds and Complaints for Banco Santander Brazil from October 2011 to April 2012; General Manager for Santander in the Middle East from January 2011 to September 2011; General Manager of Consumer

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José Doncel Razola				Director since:December 2015     Age:55
				EXPERIENCE
				Mr. Doncel Razola has served as a senior executive of Santander and certain predecessor companies since 1993, most recently as Senior Executive Vice President and Director of the Accounting and Control division since October 2014, as Senior Executive Vice President and Director of the Corporate Division of Internal Audit from June 2013 to October 2014, and as Senior Executive Vice President and Director General of the Retail Banking Management Control Area from April 2013 to June 2013. He was also previously employed by Arthur Andersen Auditores, S.A., Division of Financial Institutions. He is a chairman of Banco de Albacete, S.A. and a member of the board of directors of Santander Holding Internacional, S.A., Santusa Holding, S.L., Grupo Empresarial Santander, S.L., Administración de Bancos Latinoamericanos Santander, S.L., Banco Santander (México), S.A. de C.V., Grupo Financiero Santander, S.A. de C.V., Ingeniería de Software Bancario, S.L., Geoban, S.A., Produban Servicios Informáticos Generales, S.L., Santander Consumo, S.A. de C.V., Santander Hipotecario, S.A. de C.V., Santander Vivienda, S.A. de C.V. and Casa de Bolsa Santander, S.A. de C.V. Mr. Doncel Razola holds a degree in economic and business sciences from the Universidad Complutense de Madrid. Mr. Doncel has extensive experience in leadership, finance and risk management, and we believe he is qualified to serve on our Board.

Stephen A. Ferriss				Director since:2013     Age:70
				EXPERIENCE
Vice-Chair of the Board COMMITTEES • Audit • Executive				Mr. Ferriss has served as a director of SHUSA since 2012 and is also the chairman of the boards of Santander BanCorp and Banco Santander Puerto Rico. He is also the senior independent director of Management Consulting Group PLC, London. Mr. Ferriss was a director of Santander Bank, N.A., a wholly owned subsidiary of SHUSA (“SBNA”), from 2012 to 2015 and was also a director of Iberchem in Madrid, Spain from 2007 until 2013. Previously, he served as President and Chief Executive Officer of Santander Central Hispano Investment Services, Inc. from 1999 to 2002, and held various roles at Bankers Trust, including Managing Director and Partner of the Bankers Trust Global Investment Bank in London and New York. Prior to Bankers Trust, Mr. Ferriss spent 19 years at Bank of America. Mr. Ferriss graduated from Columbia College and received a master’s degree in Latin American international economics from Columbia University School of International and Public Affairs. Mr. Ferriss brings extensive experience in management and international finance to the Board, and we believe he is qualified to serve on our Board.

Finance for Santander in China in 2012; and Chief Executive Officer of the Wealth Management and Corporate Banking Division of Abbey National Bank from 2007 until 2010. Mr. Maldonado has served as a director of Saudi Hollandi Bank Riyadh since 2008, and previously served as a director of ABN AMRO Bank from 2007 to 2010 and of Banco Antonveneta Italy from 2007 to 2008. He holds law degrees from Northwestern University and Madrid University and practiced corporate and international law for 13 years. Mr. Maldonado has extensive knowledge and experience in international finance, and we believe he is qualified to serve on our Board.Governance

Blythe Masters

Ms. Masters, age 46, is the Chief Executive Officer of Digital Asset Holdings, a company engaged in cryptographically secure settlement and ledger services. Previously, Ms. Masters held senior executive roles at J.P. Morgan Chase & Co., where she served as the head of its global commodity business from 2007 to 2014, as the head of Corporate & Investment Bank Regulatory Affairs from 2012 to 2014, and as Chief Financial Officer of J.P. Morgan’s investment bank from 2004 to 2007. Ms. Masters is the former chair of both the Global Financial Markets Association (GFMA) and the Securities Industry and Financial Markets Association, and currently serves on the boards of the Breast Cancer Research Foundation and the Global Fund for Women. She received her B.A. in economics from Trinity College, Cambridge University. Ms. Masters has extensive knowledge and experience in business, finance and regulatory affairs, and we believe she is qualified to serve on our Board.

Robert J. McCarthy

Mr. McCarthy, age 62, has served as Chairman of Hotel Development Partners since March 2014. Mr. McCarthy joined Marriott International, Inc. in 1975, where he served in various leadership positions including Senior Vice President, Northeast Region from 1995 to 2000; Executive Vice President, Operations from 2000 to 2002; President, North America from 2003 to 2009; and Group President from 2009 to 2011, and served as Chief Operations Officer from March 2012 until February 2014. Mr. McCarthy currently is a member of the Board of Trustees at Villanova University and a member of the Board of Priton, LLC. Previously, Mr. McCarthy served as a director of the ServiceSource Foundation, as a member of the Autism Learning Center, as a member of the Dean’s Advisory Board at Cornell University School of Hotel Administration, as a member of the Dean’s Advisory Board at Villanova University School of Business and as a member of the board of managers at Avendra, LLC. Mr. McCarthy holds a B.S. in Business Administration from Villanova University and is a graduate of the Advanced Management Program at the Wharton School of Business at the University of Pennsylvania. Mr. McCarthy has extensive managerial and finance experience, and we believe he is qualified to serve on our Board.

Gerald P. Plush

Mr. Plush, age 56, has served as director since April 2014 and also serves as a member of our Nominating and Governance Committee and Executive Committee. Also, since April 2014, Mr. Plush has served as the Chief Financial Officer of SHUSA, where he is also a member of the SHUSA executive management committee. From December 2011 to September 2013, Mr. Plush was a member of the board of directors and President and Chief Operating Officer of Webster Bank, where he had previously served as Chief Financial Officer and Chief Risk Officer. Before joining Webster Bank, he also served in various roles at MBNA Corporation from 1995 to 2006, most recently as senior executive vice president and managing director for corporate development. Mr. Plush has a B.S. in accounting from St. Joseph’s University in Philadelphia, Pennsylvania and is a Certified Public Accountant and Certified Management Accountant. Mr. Plush has extensive knowledge and experience in business, finance and risk, and we believe he is qualified to serve on our Board.

William Rainer

Mr. Rainer, age 69, has had numerous leadership roles in the finance and banking industry. From 2001 to 2004, Mr. Rainer served as the Chairman and Chief Executive Officer of OneChicago, LLC, a regulated futures

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Brian Gunn				Director since:December 2015     Age:43
				EXPERIENCE
COMMITTEES •  Risk				Mr. Gunn has served as the Chief Risk Officer of SHUSA since June 2015 and is responsible for overseeing all of the risk management functions for Santander in the United States. Prior to joining SHUSA, he was employed by Ally Financial Inc. since 2008, most recently as Chief Risk Officer from November 2011 to June 2015. Prior to joining Ally, Mr. Gunn was employed by GE Money serving in a variety of risk management positions, most recently as the Chief Risk Officer of GE Money Canada. He holds a bachelor’s degree in finance from Providence College and a master’s degree in business administration from Hofstra University. Mr. Gunn has extensive experience in risk management and finance, and we believe he is qualified to serve on our Board.

Victor Hill				Director since:2015     Age:52
				EXPERIENCE
COMMITTEES •  Regulatory and Compliance Oversight •  Risk				Mr. Hill has served as Managing Director of Santander Consumer (UK) plc, which he founded, since July 2005 and as Managing Director of First National Motor plc, a subsidiary of Santander Consumer (UK), since February 2004. Mr. Hill joined Lombard North Central plc in 1982, remaining with the business through its change of ownership and rebranding to First National Motor plc in 1998. Mr. Hill has since held a number of executive positions at First National Motor plc, including Head of the Department – Customer Services (Motor Finance) from February 1994 to December 1999, Operations Director (Motor Finance) from January 2000 to April 2002, Group Customer Services Director from May 2002 to April 2003 and Director from April 2003 to February 2004. Mr. Hill also serves as a director of Hyundai Capital UK Ltd., Santander Consumer UK, PSA Finance plc and First National Motor plc. He has previously served as a director of several companies in the Abbey National Group from November 2003 to September 2009 and of GE Capital Bank Limited from January 2009 to May 2009. Mr. Hill has extensive experience in management and in the auto finance industry, and we believe he is qualified to serve on our Board.

exchange. He has also served as the Chairman of the Commodity Futures Trading Commission from 1999 to 2001, as Chairman of the United States Enrichment Corporation from 1994 to 1998, and as Founder of Greenwich Capital Markets, Inc. from 1981 to 1988. Previously, Mr. Rainer held various leadership positions at Kidder, Peabody & Co., Inc. Mr. Rainer served as director of IQ Funds, a family of closed-end mutual funds, from 2004 until 2010. From 1996 to 2000 and from 2004 to 2008, Mr. Rainer served as a Trustee for Southern Methodist University. He has served as a member of the Dean’s Council of the Harvard Divinity School since 2003 and as its Chair from 2005 through June 2013. He is currently the Chairman of Shortridge Academy, Ltd. and New Braunfels Communication, Inc. He received his B.A. and MBA from Southern Methodist University. Mr. Rainer has extensive knowledge and experience in leadership of financial services firms, and we believe he is qualified to serve on our Board.Corporate Governance

Wolfgang Schoellkopf

Mr. Schoellkopf, age 82, has served as director since January 2015 and also serves on our Audit Committee. He has had numerous leadership roles in the finance and banking industry, including service on boards of directors and audit committees. He has served on the boards of directors of SHUSA and of SBNA since 2009. Mr. Schoellkopf currently serves as Chairman of the Board Enterprise Risk Committees and a member of the Executive, Compensation, Capital and Audit Committees of SHUSA’s and SBNA’s boards, and a member of the Bank Secrecy Act/Anti-Money Laundering Oversight Committee and the Oversight Committee of SBNA’s board. From 2004 to 2009, Mr. Schoellkopf served as the Managing Partner of Lykos Capital Management, LLC, a private equity management company. He previously served as General Manager of Bank Austria Group’s U.S. operations from 2000 to 2002; as Vice Chairman and Chief Financial Officer of First Fidelity Bank N.A. from 1990 to 1996; and as an officer of Chase Manhattan Bank from 1963 to 1988, most recently, as Executive Vice President and Treasurer. From 1997 to June 2014, Mr. Schoellkopf served as a director of Sallie Mae Corporation, including service as its Lead Independent Director and as Chairman of its Compensation Committee. Since 2010, he has served on the Board of The Bank of N.T. Butterfield & Sons, Ltd. in Bermuda. Mr. Schoellkopf studied economics at the University of California, Berkeley, the University of Munich and Cornell University and lectured in economics at Cornell University and Princeton University. Mr. Schoellkopf has extensive knowledge and experience in finance, and we believe he is qualified to serve on our Board.

Heidi Ueberroth

Ms. Ueberroth, age 49, has served as director since April 2014 and serves as the chairman of our

Nominating and Governance Committee and as a member of our Compensation Committee. Ms. Ueberroth

served in a variety of senior executive positions with the National Basketball Association from 1994 to

December 2013 including President of Global Marketing Partnerships and International Operations from 2006 to

2009; and President of NBA International from 2009 to December 2013. She currently serves as a director of the

Pebble Beach Company and of the Monterey Peninsula Foundation, as a trustee of the Cancer Research Institute

and as a member of the Board of Visitors of the Arts and Science College of Vanderbilt University. Previously, she served on the board of directors of NBA China from 2008 through December 2013 and on the board of directors of Quiksilver from 2006 to 2008. Ms. Ueberroth holds a B.A. from Vanderbilt University. Ms. Ueberroth has extensive experience in business operations, international management and consumer marketing, and we believe she is qualified to serve on our Board.

Diversity in the Nomination Process

The Board of Directors is committed to diversified membership. The Board will not discriminate on the basis of race, color, national origin, gender, sexual orientation, religion, or disability in selecting nominees. Diversity and inclusion are values embedded into the Company’s culture and are fundamental to its business. In keeping with those values, when assessing a candidate, each of SHUSA, the NGC and the Board consider 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. In addition, the Board assesses the diversity of the Board and Board committees as a part of its annual self-evaluation process.

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Director Compensation

We have adopted a director compensation policy that provides for the following compensation for independent members of our Board of Directors:

Mark P. Hurley				Director since:April 2016     Age:57
				EXPERIENCE
				Mr. Hurley co-founded Fiduciary Network, a specialty finance business focused on wealth management companies, and has served as its Chairman and Chief Executive Officer since 2006. Mr. Hurley served as Chairman and Chief Executive Officer of Undiscovered Managers, a mutual fund company that he founded, from 1997 until 2004, when it was sold to JPMorgan. He previously was a Managing Director at Merrill Lynch, a Vice President at Goldman Sachs and served as the Director of Resolutions at the Office of Thrift Supervision, United States Treasury Department. Mr. Hurley currently serves on the University of North Texas Foundation. He holds a bachelor’s degree in engineering and history from the United States Military Academy and a master’s degree in business administration from the Stanford Graduate School of Business. Mr. Hurley also was a Captain in the United States Army Field Artillery, serving for five years. Mr. Hurley has extensive managerial and finance experience, and we believe he is qualified to serve on our Board.

Effective on July 24, 2014, the additional cash retainer for the chairman of the Audit Committee was increased from $20,000 to $40,000, and the additional cash retainer for a member of the Audit Committee was increased from $10,000 to $20,000. These increases reflect the applicable directors’ increased involvement and additional efforts on the Audit Committee in fiscal year 2014 in connection with the Company being a publicly-traded company within the financial services industry.

The Compensation Committee periodically reviews the form and amount of director compensation and recommends changes to the Board, as appropriate.

Non-independent directors do not receive cash retainers for their service on the Board of Directors. We may reimburse directors for their expenses in connection with their Board service or pay such expenses directly. We also pay the premiums on directors’ and officers’ liability insurance covering the directors.

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2014

The following table provides information regarding compensation received in 2014 by each non-employee member of our Board of Directors who served as a director during any part of 2014.

(1)	Under
Jason A. Kulas				Director since:2015     Age:45
				EXPERIENCE
Chief Executive Officer COMMITTEES • Executive				Mr. Kulas has served as our Chief Executive Officer since July 2015 and as our President since February 2016 having previously served as our President from November 2013 to July 2015 and our Chief Financial Officer from January 2007 to July 2015. Since July 2015, he has also served as a director, having previously served on our Board from 2007 to 2012. Prior to joining us, Mr. Kulas was a Managing Director in investment banking for JPMorgan Securities, Inc., where he was employed from 1995 to 2007. Mr. Kulas also worked as an analyst for Dun & Bradstreet and as an adjunct professor at Texas Christian University. He has served as a director of SHUSA since October 2015 and also currently serves as a member of the Company’sBoard of the nonprofit Santander Consumer USA Inc. Foundation. Mr. Kulas holds a bachelor’s degree in chemistry from Southern Methodist University and a master’s degree in business administration from Texas Christian University. Mr. Kulas has extensive knowledge and experience in finance and in the consumer finance industry, and we believe he is qualified to serve on our Board.

Corporate Governance

Javier Maldonado				Director since:2015    Age:53
				EXPERIENCE
COMMITTEES • Compensation • Regulatory and Compliance Oversight				Mr. Maldonado has served as Senior Executive Vice President, Global Head of Cost Control of Santander since October 2015. He has held numerous management positions at Santander, including Senior Executive Vice President of Santander, Head of the New General Directorate for Coordination and Control of Regulatory Projects, from September 2014 to October 2015; Executive Committee Director, Head of Internal Control and Corporate Development, for Santander (UK) plc (“Santander UK”) from May 2012 to September 2014; Vice President in Charge of Closed Funds and Complaints for Banco Santander Brazil from October 2011 to April 2012; and General Manager for Santander in the Middle East from January 2011 to September 2011. Previously, Mr. Maldonado was an attorney with Baker & McKenzie and Corporate and International Law Department Head at J.Y. Hernandez-Canut Law Firm. Mr. Maldonado has served as a director compensation policy, only independent directors are compensated for their serviceof SHUSA since April 2015 and has served as vice-chairman of the board of SHUSA since October 2015. He also currently serves as a director of Banco Santander Puerto Rico and Santander BanCorp and as a director of Saudi Hollandi Bank Riyadh. He holds law degrees from Northwestern University and UNED University. Mr. Maldonado has extensive knowledge and experience in international finance and legal and regulatory affairs, and we believe he is qualified to serve on our Board.

Blythe Masters				Director since:2015     Age:47
				EXPERIENCE
Chair of the Board COMMITTEES • Executive (Chair)				Ms. Masters is currently the Chief Executive Officer of Digital Asset Holdings, a company engaged in cryptographically secure settlement and ledger services. Previously, Ms. Masters held senior executive roles at J.P. Morgan Chase & Co., where she served as the head of its global commodity business from 2007 to 2014, as the head of Corporate & Investment Bank Regulatory Affairs from 2012 to 2014, and as Chief Financial Officer of J.P. Morgan’s investment bank from 2004 to 2007. Ms. Masters is the former chair of both the Global Financial Markets Association (GFMA) and the Securities Industry and Financial Markets Association, and currently serves on the boards of the Breast Cancer Research Foundation and the Global Fund for Women. She received her bachelor’s degree in economics from Trinity College, Cambridge University. Ms. Masters has extensive knowledge and experience in business, finance and regulatory affairs, and we believe she is qualified to serve on our Board.

Corporate Governance

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(2)
Robert J. McCarthy				Director since:2015    Age:62
				EXPERIENCE
COMMITTEES •   Audit •   Compensation •   Regulatory and Compliance Oversight				Mr. Schoellkopf was appointedMcCarthy has served as Chairman of Hotel Development Partners since March 2014. Mr. McCarthy joined Marriott International, Inc. in 1975, where he served in various leadership positions including Senior Vice President, Northeast Region from 1995 to 2000; Executive Vice President, Operations from 2000 to 2002; President, North America from 2003 to 2009; and Group President from 2009 to 2011, and served as Chief Operations Officer from March 2012 until February 2014. Mr. McCarthy currently is a member of the Board of Trustees at Villanova University and a member of the Board of Priton, LLC. Previously, Mr. McCarthy served as a director of the ServiceSource Foundation, as a member of the Autism Learning Center, as a member of the Dean’s Advisory Board at Cornell University School of Hotel Administration, as a member of the Dean’s Advisory Board at Villanova University School of Business and as a member of the board of managers at Avendra, LLC. Mr. McCarthy holds a bachelor’s degree in business administration from Villanova University and is a graduate of the Advanced Management Program at the Wharton School of Business at the University of Pennsylvania. Mr. McCarthy has extensive managerial and finance experience, and we believe he is qualified to serve on our Board.

Gerald P. Plush				Director since:2014     Age:57
				EXPERIENCE
COMMITTEES •   Risk				Mr. Plush has served as the Chief Administration Officer of SHUSA since April 2016. From April 2014 to April 2016, he served as Chief Financial Officer of SHUSA. From December 2011 to September 2013, Mr. Plush was a member of the board of directors and President and Chief Operating Officer of Webster Bank, where he had previously served as Chief Financial Officer and Chief Risk Officer. Before joining Webster Bank, he also served in various roles at MBNA Corporation from 1995 to 2006, most recently as senior executive vice president and managing director for corporate development. Mr. Plush also has served as a director of the Federal Home Loan Bank of Pittsburgh since November 2015. Mr. Plush has a bachelor’s degree in accounting from St. Joseph’s University in Philadelphia, Pennsylvania and is a Certified Public Accountant and Certified Management Accountant. Mr. Plush has extensive knowledge and experience in finance and risk management, and we believe he is qualified to serve on our Board.

Corporate Governance

William Rainer				Director since:2015    Age:70
				EXPERIENCE
COMMITTEES •  Audit (Chair) •  Executive •  Regulatory and Compliance Oversight (Chair) •  Risk				Mr. Rainer has extensive experience and has held numerous leadership roles in the financial services industry. From 2001 to 2004, Mr. Rainer served as the Chairman and Chief Executive Officer of OneChicago, LLC, a regulated futures exchange. He also served as the Chairman of the Commodity Futures Trading Commission from 1999 to 2001, as Chairman of the United States Enrichment Corporation from 1994 to 1998, and as Founder of Greenwich Capital Markets, Inc. from 1981 to 1988. Previously, Mr. Rainer held various leadership positions at Kidder, Peabody & Co., Inc. From July 2015 to March 2016, he served as a director of Banco Santander International (“BSI”), an independentaffiliate of the Company, and from December 2015 to March 2016, he served as chairman of the board of Santander Investment Securities, Inc. (“SIS”), an affiliate of the Company. Mr. Rainer served as director of IQ Funds, a family of closed-end mutual funds, from 2004 until 2010. From 1996 to 2000 and from 2004 to 2008, Mr. Rainer served as a trustee for Southern Methodist University. He has served as a member of the Dean’s Council of the Harvard Divinity School since 2003 and as its Chair from 2005 through June 2013. He is currently the Chairman of Shortridge Academy, Ltd. and New Braunfels Communications, Inc. Mr. Rainer received his bachelor’s degree in economics and master’s degree in business administration from Southern Methodist University. Mr. Rainer has extensive knowledge and experience in finance, regulatory affairs, and leadership of financial services firms, and we believe he is qualified to serve on January 27, our Board.

Wolfgang Schoellkopf				Director since:2015    Age:83
				EXPERIENCE
COMMITTEES •  Audit •  Executive •  Risk(Chair)				For over twenty years, Mr. Schoellkopf served in numerous management roles at Chase Manhattan Bank, N.A., including Executive Vice President and therefore, did not receive any compensationTreasurer. Mr. Schoellkopf is a former Managing Partner of Lykos Capital Management, LLC, before which, he served as the Chief Executive Officer for serviceUS Operations at Bank Austria. He has also served as Vice Chairman and Chief Financial Officer of First Fidelity Bancorp and as Executive Vice President and Director of Global Foreign Exchange at Shearson Lehmann. He has served on the Board duringboards of directors of SHUSA and of SBNA since 2009. He is a director of The Bank of N.T. Butterfield & Son Limited, and he also served as a director of the SLM Corporation (Sallie Mae) from 1998 until 2014. Mr. Schoellkopf studied economics at the University of California, Berkeley, the University of Munich and Cornell University and lectured in economics at Cornell University and Princeton University. Mr. Schoellkopf has extensive experience in finance, risk management and in the banking industry, and we believe he is qualified to serve on our Board.

Corporate Governance

CORPORATE GOVERNANCE

Corporate Governance Guidelines

In performing its role, our Board is guided by our Corporate Governance Guidelines, which establish a framework for the governance of the Board and the management of our Company. The guidelines were adopted by the Board and reflect regulatory requirements and broadly recognized governance best practices, including the NYSE corporate governance listing standards. They are reviewed regularly and updated as appropriate. The full text can be found on our website athttp://investors.santanderconsumerusa.com/governance/governance-documents/default.aspx

Director Independence

Because SCUSA iswe 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 requirementrequirements to form a Nominating and Governance Committee and that our NGC and our Compensation Committee be composed solely of directors who meet additional, heightened independence standards applicable to members of such committees under the NYSE Listed Company Rules and the rules of the Securities and Exchange Commission (“SEC”). However, effective January 22, 2015, SCUSAthe Company was subject to the requirement that all members of the 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 Rule of 10A-3(b)(1) under the Exchange Act.

In making independence determinations, the Board complies with all NYSE and SEC criteria and considers all relevant facts and circumstances. Under the NYSE Listed Company Rules, to be considered independent, the 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 Mr. Ferriss, Mr. Hendry,Hurley, Ms. Masters, Mr. McCarthy, Mr. Rainer, Mr. Schoellkopf and Ms. Ueberroth (the “Independent Directors”) and Ms. Masters, Mr. McCarthy and Mr. Rainer (the “Independent Nominees”) are independent as defined by the NYSE Listed Company Rules and the SEC’s rules. 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 the Audit Committee (Mr. Ferriss, Mr. HendryMcCarthy, Mr. Rainer and Mr. Schoellkopf) is an “audit committee financial expert” in accordance with the definition established by the SEC. Further, all of the directors, except for Mr. DundonKulas (the “Outside Directors”), qualify as outside directors as defined by the NYSE Listed Company Rules.

Board of Directors and Committee Meetings

During 2014, the Board of Directors held 14 meetings. Each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees of the Board on which he or she served, except for Mr. San Felix, who attended 50% of the meetings of the Board. The Outside Directors met regularly in executive sessions, with the Lead Outside Director chairing the sessions of Outside Directors.

Corporate Governance

Board Committees

The Board has five standing committees: the Audit Committee; the Compensation Committee; the Nominating and Governance Committee; the Board Enterprise Risk Committee; and the Executive Committee. As described above, the Board has determined that all of the members of the Audit Committee are independent directors as defined in the NYSE Listed Company Rules and the additional criteria for independence of audit committee members set forth in Rule of 10A-3(b)(1) under the Exchange Act. The charters for each committee may be found on SCUSA’s website athttp://investors.santanderconsumerusa.com/governance/governance-documents/default.aspx

Corporate Governance

Board Committees

The Board has five standing committees: the Audit Committee; the Compensation Committee; the Executive Committee; the Regulatory and Compliance Oversight Committee; and the Risk Management Committee. As described above, the Board has determined that all of the members of the Audit Committee are independent directors as defined in the NYSE Listed Company Rules and the additional criteria for independence of audit committee members set forth in Rule of 10A-3(b)(1) under the Exchange Act. The CRO participatescharters for each committee may be found on SC’s website athttp://investors.santanderconsumerusa.com.

Corporate Governance

The following summarizes the membership of each committee, as well as the primary roles and responsibilities of each committee and the number of times each committee met in 2015.

Corporate Governance

Corporate Governance

Corporate Governance

-14-Director Compensation Table for Fiscal Year 2015

The following table provides information regarding compensation for each non-employee member of our Board in 2015.

Corporate Governance

Code of Conduct and Ethics

We have adopted our Business Conduct Statement as our Code of Conduct and Ethics applicable to all officers, directors and employees. The Business Conduct Statement is publicly available on our web site at http://investors.santanderconsumerusa.com.

Stockholder Communications with the Board of Directors

Every effort is made to ensure that the Board of Directors or individual directors, as applicable, hear the views of stockholders and that appropriate responses are provided to stockholders in a timely manner. Any matter intended for the Board of Directors, or for any individual member or members of the Board of Directors, should be directed to Santander Consumer USA Holdings Inc., Attn: (name of Board member(s)), Office of the Secretary, 1601 Elm Street, Suite 800, Dallas, Texas 75201, or e-mail the Office of the Secretary at corporate.secretary@santanderconsumerusa.com.

Director Attendance at Annual Meeting of Stockholders

We encourage all incumbent directors, as well as all nominees for election as director, to attend the Annual Meeting of Stockholders.

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EXECUTIVE OFFICERSExecutive 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. The Chief Executive OfficerEach executive officer, including the CEO, is elected by the Board of Directors. The Chief Executive Officer appoints all other executive officers with the advice of our Board of Directors, other than the Chief Financial Officer, the Chief Operating Officer, Originations and the Chief Operating Officer, Servicing each of whom are appointed by the Board of Directors with the advice of the Chief Executive Officer.Board. Each executive officer holds office until his or her successor is elected and qualified. 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 which the officer was elected.

Executive Officers

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PROPOSALAudit

Proposal 2: RATIFICATION OF SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRMRatification of Selection of

Appointment of Independent Registered Public Accounting Firm

Audit

The Board of Directors unanimously recommends a voteFOR the ratification of our appointment of

Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year.

Audit

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AUDIT FEES AND RELATED MATTERS

Audit Fees and Non-Audit Fees

The following table presents fees for professional audit services rendered and expenses of Deloitte for the audits of our annual financial statements and the effectiveness of internal controls for the years ended December 31, 2014 and 2013, and fees billed for other services rendered and expenses of Deloitte during 2014 and 2013.Related Matters

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

The Audit Committee of the Board of Directors has implemented procedures under our Audit Committee Pre-Approval Policy for Audit and Non-Audit Services to ensure that all audit and permitted non-audit services provided to us arepre-approved by the Audit Committee. Specifically, the Audit Committee pre-approves the use of an independent accountant for specific audit and non-audit services, within approved monetary limits. If a proposed service has not been pre-approved, pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the Audit Committee before it may be provided by our independent accountant. Anypre-approved services exceeding the pre-approved monetary limits require specific approval by the Audit Committee. The Audit Committee may delegate pre-approval authority to one or more of its members when expedition of services is necessary.

All of the audit-related, tax and all other services provided by Deloitte to us in 20142015 were approved by the Audit Committee by means of specific pre-approvals or pursuant to procedures established by the procedures contained in the Pre-Approval Policy.Audit Committee. The Audit Committee has determined that all non-audit services provided by Deloitte in 20142015 were compatible with maintaining its independence in the conduct of its auditing functions.

Audit

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REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee

Compensation

Proposal 3:

Approval of the Amendment and Restatement of the

Santander Consumer USA Holdings Inc.

Omnibus Incentive Plan

Compensation

-23-Restated Plan Design Highlights

Compensation

Compensation

Compensation

Compensation

Compensation

Compensation

Compensation

Equity Compensation Plan Information

We currently administer one equity plan: our Omnibus Plan. We previously administered the Company’s 2011 Management Equity Plan, which expired on January 31, 2015 and under which no further awards will be made. The following table provides information as of December 31, 2015 regarding shares of our common stock that may be issued under these equity plans.

Compensation

Compensation Discussion and Analysis compensation tables and narrative discussion. In accordance with the Dodd-Frank Act and rules adopted by the SEC thereunder, at the 2015 Annual Meeting, we are providing stockholders with an opportunity to cast a non-binding advisory vote to approve our compensation program for our named executive officers. This vote is referred to as a “Say-on-Pay” vote.

As described in detail in the Compensation Discussion and Analysis and the related compensation tables and narrative discussion that follow on pages 21-36 of this proxy statement, our executive compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals, align named executive officer and stockholder interests, attract and retaining quality leadership, and support a pay-for-performance philosophy, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

Accordingly, the Board recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation paid to SCUSA’s named executive officers, as disclosed in SCUSA’s Proxy Statement for the 2015 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in this proxy statement.”

Our Board of Directors unanimously recommends a voteFOR approval of the compensation of our named executive officers, on an advisory, non-binding basis, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion.

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PROPOSAL 4: NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF

FUTURE SAY-ON-PAY VOTING

Section 14A of the Securities and Exchange Act of 1934, as amended by the Dodd-Frank Act, also requires us, not less frequently than once every six years, to provide our stockholders the opportunity to vote on a non-binding, advisory basis regarding whether a stockholder Say-on-Pay vote with respect to the compensation of our named executive officers should be held every one, two or three years. Accordingly, under this Proposal 4, we are asking stockholders to vote on whether the Say-on-Pay vote on executive compensation should occur every one, two, or three years. Stockholders also may, if they wish, abstain on casting a vote on this proposal.

After careful consideration, our Board of Directors has determined that a Say-on-Pay advisory vote on executive compensation that occurs every three years is the most appropriate alternative for our Company. Therefore, the Board recommends that you vote for having the Say-on-Pay advisory vote occur every three years.

Submitting a Say-on-Pay advisory vote to stockholders every three years will provide our stockholders with sufficient time to evaluate the effectiveness of our overall compensation philosophy, policies and practices in the context of our long-term business results for the corresponding period, while avoiding over-emphasis on short-term variations in compensation and business results. In addition, submitting a Say-on-Pay vote to stockholders every three years will allow us sufficient time to carefully review our executive compensation programs in light of the result of such vote before the next Say-on-Pay vote, and will also allow us sufficient time to engage with stockholders to understand and respond to the vote results. We intend to continue to engage with our stockholders regarding our executive compensation program during the period between Say-on-Pay votes.

We ask for your advisory vote for your preferred frequency of the submission of future Say-on-Pay votes to stockholders by indicating your choice that future submissions of Say-on-Pay votes to stockholders should occur every year, every two years, or every three years, or you may choose to abstain from voting on this issue. The option of every year, every two years, or every three years that receives a majority of the votes present and entitled to vote at the Annual Meeting will be the frequency of the submission of future Say-on-Pay votes selected by stockholders. We recognize that the stockholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of the Say-on-Pay vote.

This vote is advisory, and will not be binding on SCUSA or our Board of Directors. Although our Board of Directors will consider the voting results, it may ultimately decide that it is in the best interests of our stockholders and SCUSA to hold a Say-on-Pay vote on executive compensation more or less frequently than the option approved by our stockholders.

Stockholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years, or three years (or abstain) when voting in response to the resolution set forth below.

“RESOLVED, that the stockholders determine, on an advisory basis, whether the preferred frequency of an advisory vote on the executive compensation of the Company’s named executive officers as set forth in the Company’s proxy statement should be every year, every two years, or every three years.”

Our Board of Directors unanimously recommends a vote for the say-on-pay advisory vote on executive compensation to occur once every3 YEARS.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by, or paid to each of our executive officers who are included in the Summary Compensation Table, who we collectively refer to as our “named executive officers” or “NEOs” and focuses on the information contained in the following tables and related footnotes primarily for the fiscal year ended December 31, 2014.

For the fiscal year ended December 31, 2014,

This Compensation Discussion and Analysis (“CD&A”) describes the material elements of compensation awarded to, earned by, or paid to each of our executive officers who are included in the Summary Compensation Table, who we collectively refer to as our “named executive officers” or “NEOs” and focuses on the information contained in the following tables and related footnotes primarily for the fiscal year ended December 31, 2015. For the fiscal year ended December 31, 2015, our named executive officers were:
		NAMED EXECUTIVE OFFICERS
		NAME		TITLE
		Jason A. Kulas		President and Chief Executive Officer
		Ismail Dawood		Chief Financial Officer
		Jason W. Grubb		Former President and Chief Operating Officer, Originations
		Richard Morrin		Chief Operating Officer
		Kalyan Seshan		Chief Risk Officer
		Jennifer Davis		Deputy Chief Financial Officer (and Interim Chief Financial Officer from July to December 2015)
		Thomas G. Dundon		Former Chief Executive Officer

In addition, this Compensation Discussion and AnalysisCD&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 20142015 compensation program.

We design our executive compensation program to be consistent with best practices, support our businesses in achieving their key goals and imperatives, and drive stockholder value. We believe that our pay programs, which are intended to comply with directives from our regulators, are governed by a set of sound principles.principles and are designed to mitigate excessive risk-taking.

Philosophy and Objectives of Our Executive Compensation Program. The fundamental principles that we follow in designing and implementing compensation programs for the NEOs are to:

Compensation

2015 Compensation Actions

How We Compensated our CEO.

Compensation

How We Compensated our Other Named Executive Officers.

Compensation

Compensation

Compensation

Compensation

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Principal Components of Executive Compensation

The Compensation Committee uses the following elements of compensation to attract and retain NEOs and maintain a stable team of effective leaders, to balance the compensation of the NEOs with the short-term and long-term objectives of the Company, and to align the interests of the NEOs with the interest of all of our stockholders. For fiscal year 2014,2015, the compensation that we paid to our NEOs consisted primarily of base salary and short- and long-term incentive opportunities, as we describe more fully below. In addition, the NEOs were eligible for participation in company-wide welfare benefits plans, and we provided the NEOs with certain welfare benefits and perquisites not available to our employees generally, as we describe more fully below. The principal elements of compensation available to the NEOs include:in 2015 were as follows: