TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Fiscal Year 2018 MIP Incentive Funding Formula For fiscal year 2018, 60% of the initial measurement of results under the annual incentive plan was based on non-GAAP EPS, a key measure of the Company’s short-term financial performance. The remaining 40% was based on the two quantitative strategic goals of market share of client revenue trades among the Company’s primary publicly traded competitors (16%) and net new client assets (24%). The quantitative strategic goals result was then adjusted downward to additionally reflect the attainment of the qualitative strategic goals, which include successfully integrating Scottrade, improving the client experience, accelerating and diversifying revenue growth, increasing organizational agility and efficiency, associate development, and increased competitiveness through innovation. Both the quantitative and qualitative strategic goals impact the Company’s long-term financial performance and support its long-term strategy. These metrics are all intended to incentivize management to drive Company performance in alignment with long-term stockholder interests. The quantitative performance goals and corresponding funding percentages for each of these measures are summarized below: Fiscal Year 2018 Management Incentive Plan Quantitative Performance Goals Performance Goals Target Weight Funding Non-GAAP EPS $2.24 60% 0% funding at $1.31 to 240% funding at $2.91 Quantitative Strategic Goals: Market share – client revenue trades Net new client assets (dollars in billions) 54.0% $67.6 16% 24% 0% funding at 47% to 240% funding at 59% 0% funding at $4.6 to 240% at $112.6 Total Weighting 100% After the quantitative performance goals are measured, the Compensation Committee uses its negative discretion to reduce the payout based on qualitative considerations as well as an assessment of each named executive officer’s individual performance for the fiscal year as shown below. The final payout percentage is capped at 200% of the named executive officer’s target annual incentive opportunity. Following the completion of fiscal year 2018, the Compensation Committee determined the payout of annual incentive compensation as follows: Fiscal Year 2018 Management Incentive Plan Performance and Results Goals Target Actual Results Unweighted Payout Percentage Weight Weighted Payout Percentage Negative Discretion Adjusted Payout Percentage Non-GAAP EPS (1) $2.24 $2.63 (2) 198.5% 60% 119.1% Market share – client revenue trades 54.0% 55.2% 164.0% 16% 26.2% Net new client assets (dollars in billions) $67.6 $92.3 193.5% 24% 46.4% Qualitative strategic goals -15.9% (3) Strategic goals 40% 56.8% Total 100% 175.9% Committee discretion (0% to -40%) -20% Maximum Individual Payout Percentage 155.9% Individual performance (0% to -40%) -15% to -20% Actual Individual Payout Percentage 135.9% - 140.9% (1) Non-GAAP EPS is a non-GAAP metric and non-GAAP financial measure as defined by SEC Regulation G. Non-GAAP EPS excludes the after-tax effect of amortization of acquired intangible assets, because management does not believe it is indicative of our underlying business performance, and acquisition-related expenses, because management believes these costs are not representative of the costs of running the Company’s on-going business. For a discussion of this measure and a reconciliation to the related GAAP measure, refer to Appendix A. TD Ameritrade 2019 Proxy Statement 27