TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Compensation Discussion and Analysis Executive Summary Named Executive Officers This section is an executive summary of fiscal year 2018 compensation for our CEO, our chief financial officer (“CFO”) and each of our other three most highly compensated executive officers employed at the end of fiscal year 2018. We refer to these individuals as our named executive officers. Our named executive officers for fiscal year 2018 were: • Tim Hockey, President and CEO • Stephen J. Boyle, Executive Vice President, CFO • Peter J. deSilva, Executive Vice President, Retail Distribution • Thomas A. Nally, Executive Vice President, Institutional Services • Steven M. Quirk, Executive Vice President, Trading and Education Executive Compensation Program Highlights for Fiscal Year 2018 Consistent with the Company’s executive compensation principles and strong commitment to pay for performance, the majority of our named executive officers’ fiscal year 2018 total compensation package required achievement of performance objectives set by the Compensation Committee before the compensation could be earned and paid. Further, any equity awards that were granted upon meeting these performance objectives are subject to multi- year, service-based vesting, with additional performance objectives related to the Company’s three-year total shareholder return (“TSR”) as compared to the components of the New York Stock Exchange Archipelago (“NYSE Arca”) Securities Broker/Dealer Index that can result in adjustments to the awards up or down 20% depending on performance achievement. At the Company’s 2018 annual meeting of stockholders, the compensation of the fiscal year 2017 named executive officers was approved on a non-binding advisory basis with more than 99% of the total votes cast voting in favor of the say-on-pay proposal. The previous year’s stockholder advisory vote yielded more than 98% of total votes cast voting in favor of the say-on-pay proposal. In overseeing our executive compensation program, the Compensation Committee also takes into account the views of stockholders as expressed directly to the Company. Our investor relations department engages directly with institutional stockholders to understand their priorities and concerns. After considering the results of the stockholder advisory votes, the Compensation Committee decided to maintain the same general approach with respect to the Company’s executive compensation program for fiscal year 2018. Our CEO’s and other named executive executives’ targeted total annual compensation (i.e., base salary, target cash incentive and target equity incentive) for fiscal year 2018 was heavily weighted toward elements that were subject to performance objectives: Fiscal Year 2018 Named Executive Officer Target Total Annual Compensation (1) Chief Executive Officer NEO Average (Excluding CEO) (2) 13% Base salary Target cash incentive Target equity incentive 26% 61% 39% 22% 39% (1) Target cash incentive and target equity incentive are amounts as established by the Compensation Committee based on performance under the Management Incentive Plan (“MIP”) during fiscal year 2018. Any equity awards under the fiscal year 2018 MIP were granted following the completion of the fiscal year 2018 performance period, in early fiscal year 2019. These elements required achievement of performance goals before they could be paid or granted. (2) Each element of compensation comprising the target total annual compensation for the named executive officers, other than the CEO, is based on the average among the named executive officers (other than Mr. Hockey). 20 TD Ameritrade 2019 Proxy Statement