Structure & Governance

Santander Holdings USA, Inc. (“Santander US”) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (“Santander”), recognized as one of the world’s most admired companies by Fortune Magazine in 2026, with more than 182 million customers in the United States, Europe and Latin America. Santander US is the intermediate holding company for Santander’s five growing businesses in the United States. Santander’s U.S. presence consists of auto lending, retail and digital banking, commercial banking, corporate and investment banking, and wealth management businesses. In August 2026, Santander closed on its acquisition of Webster Financial Corporation and, indirectly, Webster Bank, N.A, creating a leading retail and commercial bank in the United States by assets with an expanded presence in the Northeast. In the U.S. market, Santander also is recognized as a top-10 auto lender and a top-10 multifamily bank lender and servicer, and operates one of the fastest growing digital banks, Openbank by Santander, as a division of Santander Bank, N.A.

The Santander Group (Banco Santander, S.A.) exercises oversight of Santander US through the appointment of the members of the SHUSA Board of Directors, setting a global strategy and allocating a global risk appetite across Santander US.

The SHUSA Board is the highest governing body of Santander US, responsible for its operations, and is subject to fiduciary duties to SHUSA. Through the SHUSA Board and in adherence to U.S. legal and regulatory requirements and expectations, SHUSA may adopt a business strategy and policies consistent with the global strategy of the Santander Group. The SHUSA Board is responsible for establishing a risk appetite statement and limits consistent with the Santander Group Board-approved parameters.

The SHUSA Board:

• Oversees SHUSA’s affairs.
• Represents and protects the interests of SHUSA’s shareholder.
• Ensures that SHUSA considers the interests and perspectives of SHUSA and its subsidiaries’ customers, communities, employees, and regulators.
• Ensures an enterprise-wide fair, lawful, informed, efficient and policy-based governance system.
• Oversees management’s adherence to policies, procedures and applicable laws and regulations.
• Oversees enterprise risk management for SHUSA and its subsidiaries’ operations.
• Engages in the appointment process, with Santander Group as appropriate, of SHUSA and its subsidiaries’ Directors and key positions in senior management, vesting management with the authority necessary to operate SHUSA and its subsidiaries.
• Reserves to itself approval authority with respect to significant matters, including allocation of risk appetite limits, strategic and financial plans, risk management and operational oversight, and approval of certain policies, new products or activities with a material impact on the risk profile of the organization, and material transactions, joint ventures, or partnership agreements.

SHUSA executive management is responsible for:

• Leading and overseeing their functions across SHUSA and its subsidiaries, as well as developing a comprehensive system of controls, including:
  • Policies, standards and programs by which to control risks.
  • Organizational and reporting responsibilities reflecting clear lines of authority.
  • Alignment of incentives with strategy, risk management goals, and operating parameters, such as Risk Appetite Statements.
  • Effective oversight and management of risk taking and risk management activities.

The SHUSA Board appoints the SHUSA CEO and delegates to the CEO responsibility for SHUSA’s day-to-day management. The CEO is the Santander US Country Head for Santander Group and is responsible for SHUSA’s overall direction and management in pursuit of its business strategy on behalf of the shareholder and the SHUSA Board, of which the CEO is a member. The SHUSA CEO reports to the SHUSA Board and the Santander Group CEO.

The SHUSA Board, in coordination with Santander Group as appropriate, evaluates the CEO’s performance and determines his or her compensation, consistent with established risk parameters and policies, as well as applicable laws and regulations.