TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Committee did not target a specific percentile or otherwise benchmark any key elements of the named executive officers’ compensation to the market data, it did review a range of market data and generally compared compensation to the market median. During fiscal year 2018, Semler Brossy reviewed the market compensation information prepared by management and confirmed the market data as an appropriate point of reference in setting target total compensation for fiscal year 2019. A significant portion of each executive’s target total compensation is performance-based or “at risk.” The “at risk” portion includes the annual cash incentive and the annual equity incentive, which are both linked to performance during the year. If the Company’s or individual’s performance is below target, “at risk” compensation may decrease. Conversely, if the Company’s or individual’s performance is above target, “at risk” compensation may increase. The equity incentive compensation target is established so that a meaningful portion of total compensation is awarded as equity that vests in full on the third anniversary of the grant date, subject to continued service with us and depending in part on achievement of additional performance objectives based on relative TSR. The target mix between cash and equity is based on target total compensation level, with the portion that is awarded as equity generally increasing as target total compensation increases. This practice, combined with stock ownership guidelines, promotes retention and focuses executives on executing business strategies, sustaining performance and growing value for stockholders over the long term. Each named executive officer had target total annual compensation for fiscal year 2018 as follows: Fiscal Year 2018 Target Total Annual Compensation Name Base Salary ($) Target Cash Incentive ($) Target Equity Incentive ($) Target Total Incentive ($) Target Total Annual Compensation ($) Performance- based Portion of Target Annual Compensation Tim Hockey (1) 1,000,000 1,950,000 4,550,000 6,500,000 7,500,000 87% Stephen J. Boyle (2) 450,000 875,000 875,000 1,750,000 2,200,000 80% Peter J. deSilva 650,000 1,000,000 1,000,000 2,000,000 2,650,000 75% Thomas A. Nally (3) 500,000 1,075,000 1,075,000 2,150,000 2,650,000 81% Steven M. Quirk 450,000 775,000 775,000 1,550,000 2,000,000 78% (1) Mr. Hockey’s target total incentive compensation for fiscal year 2018 was increased from $5.75 million to $6.5 million, which continued to consist of 30% cash and 70% equity. (2) Mr. Boyle’s target total incentive compensation was increased from $1.55 million to $1.75 million, which continued to consist of 50% cash and 50% equity. (3) Mr. Nally’s target total incentive compensation was increased from $2 million to $2.15 million, which continued to consist of 50% cash and 50% equity. The increases in target compensation for fiscal year 2018 were determined by the Compensation Committee after considering each of these named executive officers’ individual performance during the prior fiscal year, tenure, scope of responsibility, and market data for comparable roles. Consistent with the Company’s overall compensation principles, a large percentage of the total compensation package is paid only after performance objectives set by the Compensation Committee have been met. Further, any equity awards that are granted upon meeting these performance objectives are subject to multi-year, service-based vesting and in part on additional performance objectives based on relative TSR that can result in positive or negative adjustments to any otherwise earned awards by up to 20% depending on performance achievement (as described further below). In addition, the performance-based portion of target total annual compensation is divided between the cash incentive and the equity incentive. A greater proportion of the incentive is delivered in equity for more senior executives. For our CEO, 30% of his total incentive is paid in cash and 70% is paid in equity. For our other named TD Ameritrade 2019 Proxy Statement 25