TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information the individual performance of the named executive officers other than the CEO and regarding plan design and goals and objectives. The Compensation Committee has delegated to our CEO the authority to increase the compensation of, and grant equity awards to, any employee participating in the MIP, except for executive officers and any other employees whose total target compensation equals or exceeds $1 million per year, subject in each case to any increase or grant being (1) within the budget previously approved by the Compensation Committee, and (2) in accordance with the terms of the applicable compensation plan. 3. Guiding Principles The objective of the executive compensation plans is to attract, retain and motivate high-performing executives to create sustainable long-term value for stockholders. To achieve this objective, the Company and the Compensation Committee use the following guiding principles when evaluating executive compensation policies and decisions: Alignment with the Company’s Business Strategy – Executive compensation is linked to the achievement of specific short- and long-term strategic business objectives and the Company’s overall performance. – Compensation plans are linked to key business drivers that support long-term stockholder value creation. Alignment with Stockholders’ Interests – The interests of executives are appropriately aligned with those of stockholders over the long-term through policy and plan design. – Stock ownership guidelines are used to more closely align the interests of executives with those of stockholders over the long term. – As an executive increases in seniority, an increasing percentage of total compensation consists of equity-based awards to more closely align the interests of the executive with those of our stockholders, to aid in retention and to focus executives on sustainable long-term performance. Risk Management – Compensation plan design should not create an incentive for excessive risk-taking and each plan is reviewed on at least an annual basis to determine that it is operating as intended. – Incentive compensation is subject to risk of forfeiture in accordance with the clawback policy. Pay for Performance – Clear relationships should exist between executive compensation and performance. Compensation should reward both corporate and individual performance. – Total compensation includes a meaningful variable component that is linked to key business objectives and the Company’s overall performance. – A substantial portion of variable compensation is awarded in the form of equity-based awards. – Equity awards are generally granted based on the achievement of annual performance goals and are subject to time-based and/or performance vesting. – The Compensation Committee has the ability to exercise negative discretion to reduce incentive compensation. Pay Competitively – Competitive data on market median compensation, adjusted to reflect scope of responsibility or other factors specific to the executive, is considered when establishing compensation targets. 4. Peer Group The Company operates in the highly competitive financial services sector, with a leadership position in retail securities brokerage services. The overall compensation program is designed to closely align the interests of executives with those of our stockholders and be competitive with the compensation practices of financial services companies with characteristics similar to the Company. TD Ameritrade 2019 Proxy Statement 23