TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Proposal No. 1 – Election of Directors Recommended by the Board of Directors Director Compensation The following table summarizes non-employee director compensation for calendar year 2018 under the terms of the TD Ameritrade Holding Corporation 2006 Directors Incentive Plan: Non-employee Director Compensation Amount (1) Chairman of the Board Annual Retainer $400,000 in cash or a combination of cash and equity (2) Annual Cash Retainer (excluding Chairman) $80,000 Annual Equity Retainer (excluding Chairman) $130,000 in Restricted Stock Units (2) Annual Committee Chair Fee (excluding Chairman) $25,000 for chairs of Audit and Risk Committees $15,000 for chairs of Governance, Compensation, and OID Committees Annual Committee Member Fee (excluding Chair and Chairman) $10,000 for Audit and Risk Committees $5,000 for Governance, Compensation, and OID Committees (1) All of the amounts shown were unchanged from the non-employee director compensation program for calendar year 2017. (2) Please see “Changes for Calendar Year 2019” below for a description of compensation changes for calendar year 2019. Non-employee directors may also receive, at the discretion of the Corporate Governance Committee and approved by the board of directors, payment of additional non-employee director compensation when special circumstances warrant. No additional non-employee director compensation was paid in calendar year 2018. 2006 Directors Incentive Plan The 2006 Directors Incentive Plan is designed to: • fairly compensate non-employee directors for work required of a company the size and complexity of TD Ameritrade and • align directors’ interests with the long-term interests of stockholders. The annual cash retainer, the committee chair and membership fees are paid in advance at the beginning of each calendar year. Under the 2006 Directors Incentive Plan, any non-employee director is permitted to defer any or all of the cash or equity award. Investment earnings on amounts deferred in the form of stock units are based on the fluctuations in the underlying common stock of the Company. Deferred cash awards earn interest at the prime rate as reported by The Wall Street Journal. The number of restricted stock units (“RSUs”) under the annual equity grant is calculated by using the average of the high and low price of the Company’s common stock for the 20 trading days prior to the grant date. RSU awards vest completely on the first anniversary of the grant date and are settled by issuing one share of Company common stock for each RSU granted. RSUs do not have any voting rights. RSUs receive the benefit of any dividends on common stock of the Company in the form of additional dividend equivalent units (“DEUs”) that are subject to the same vesting schedule as the original RSUs on which the dividends are paid. In the event of the death or disability of a non-employee director or a change in control of the Company, the RSUs will vest and be settled in common stock of the Company. Non-employee directors are reimbursed for reasonable expenses incurred in connection with attending meetings of the board of directors. The Company also indemnifies and provides liability insurance for its directors and officers. Chairman Compensation For calendar year 2018, Mr. Moglia was compensated pursuant to a non-employee chairman term sheet. Under the term sheet, Mr. Moglia earns an annual retainer of $400,000, which is paid in either cash or a combination of cash and equity as agreed upon between Mr. Moglia and the board of directors. The term sheet also provides for administrative support equivalent to that provided to a senior executive including secretarial assistance, office, and certain other equipment. Mr. Moglia’s 2018 annual retainer was paid in cash. For the provisions of the non-employee chairman term sheet, see Exhibit 10.2 of the Company’s Annual Report on Form 10-K filed with the SEC on November 18, 2011. As part of the annual review of director compensation, the Corporate Governance Committee asked Semler Brossy, the Compensation Committee’s independent compensation consultant, to review Mr. Moglia’s compensation in his role as chairman. Semler Brossy’s review found that Mr. Moglia’s compensation was consistent generally with the median compensation for non-executive chairman within our fiscal year 2018 peer group. (For more information on our peer group, refer to p. 23.) The Corporate Governance Committee considered the data provided by Semler Brossy, as well as Mr. Moglia’s responsibilities as chairman of the board of directors (including serving as a liaison between the board and senior management and conducting annual board interviews as part of the annual board evaluation process) and his unique insight and experience as our former chief executive officer. In light of this review, the Corporate Governance Committee continues to believe that the annual retainer amount is appropriate and made no changes to the calendar year 2019 retainer amount. For a description of changes to the form of payment of Mr. Moglia’s retainer for calendar year 2019, please see “Changes for Calendar Year 2019” below. TD Ameritrade 2019 Proxy Statement 15