TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Key Performance Highlights and Pay for Performance Results for Fiscal Year 2018 In fiscal year 2018, the Company demonstrated strong performance in its businesses, with core operating metrics at record levels, driven by strong organic growth and the successful integration of Scottrade. Results for the fiscal year ended September 30, 2018, included the following: • Net new client assets of approximately $92 billion, a growth rate of 8 percent • Record average client trades per day of approximately 811,000, up 59 percent year over year • $2.59 in GAAP earnings per diluted share, up 58 percent year over year, on net income of $1.47 billion • $3.34 in Non-GAAP earnings per diluted share, up 82 percent year over year. For a discussion of this measure and a reconciliation to the related GAAP measure, refer to Appendix A • The successful integration of Scottrade The Company’s non-GAAP diluted earnings per share (“EPS”), an important measure of our financial performance, weighted at 60% of the corporate performance metrics under the MIP, was adjusted downward by the Compensation Committee to $2.63 (from $3.34) to account for changes to tax laws and unplanned increases in interest rates. The Compensation Committee determined that these items were outside the control of the Company and therefore it was appropriate to make the downward adjustment to better reflect the results delivered to stockholders and preserve the intent of the pre-established performance goals, which were set before the occurrence of these unplanned events. The adjusted non-GAAP EPS performance of $2.63 exceeded the pre-established target of $2.24. The Company also overachieved on market share of client revenue trades and net new client assets, which when combined with the firm’s qualitative strategic goals, comprise the other 40% of the corporate performance metrics under the MIP. Based on these results and consistent with our executive compensation program’s pay-for-performance philosophy, the Compensation Committee approved annual incentive awards under the MIP of between 135.9% and 140.9% of the target incentive opportunity for our named executive officers, after adjustments were made to reflect individual performance. Executive Compensation Governance Highlights Consistent with our guiding principles underlying our executive compensation program, we observe the following practices: Í Review executive compensation in comparison to peer group Í Permit use of negative discretion to decrease (but not increase) incentive compensation Í Measure, manage and reward based on performance goals that drive our short- and long-term business strategy Í Employ double-trigger change-in-control provisions Í Maintain a pay mix that is heavily performance-based Í Prohibit repricing stock options without stockholder approval Í Use PRSUs (as defined below) linked to relative three- year total shareholder return Í Prohibit hedging of stock Í Maintain stock ownership guidelines for executives Í Prohibit pledging of stock Í Maintain a clawback policy Í No golden parachute excise tax gross-ups to executives Í Conduct annual risk assessments of our executive compensation policies and practices Í No single trigger severance or bonus payments in the event of a change in control Í Hold an annual shareholder say-on-pay advisory vote Í No material perquisites Í Engage an independent compensation consultant that reports directly to our Compensation Committee Í No supplemental executive retirement plans (SERPs) TD Ameritrade 2019 Proxy Statement 21