TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information $1 million the federal income tax deduction we can receive for annual individual compensation paid to certain current and former executive officers, subject to a transition rule for written binding contracts in effect on November 2, 2017, and not materially modified after that date. Prior to the Act, Section 162(m)’s deduction limit included an exception for “performance-based” compensation that permitted qualifying compensation to be deductible even if it exceeded the $1 million limit. Significant aspects of the Company’s compensation programs were designed to permit (but not require) compensation to qualify for this performance-based exception. To accomplish this, the Company previously asked shareholders to approve equity and incentive compensation plans that included limitations and provisions required to be included under Section 162(m). Now that the performance-based compensation exception is no longer available, the Company will no longer include specific Section 162(m)-related limitations or provisions or request shareholder approval for this purpose, and generally will not attempt to meet the requirements previously included in our plans related to the now eliminated performance-based exception as there is no tax benefit from doing so. The Company will continue to seek shareholder approval of certain compensation plans as may be required by applicable law or regulation. 11. Actions Since End of Fiscal Year 2018 Fiscal Year 2018 PRSUs Granted in Fiscal Year 2019 The table below summarizes the PRSUs granted to our named executive officers since the end of fiscal year 2018, which represent the portion of the annual incentive award earned under the MIP for fiscal year 2018 and then granted in the form of PRSUs. These grants were made in fiscal year 2019 and therefore are not included in the Summary Compensation Table or the Grants of Plan-based Awards and Outstanding Equity Awards at Fiscal Year-End tables set forth below. Fiscal Year 2019 PRSUs Granted for Fiscal Year 2018 MIP Performance Fiscal 2018 Equity Incentive Name Amount Earned ($) Number of Units (#) Grant Date Fair Value ($) Tim Hockey 6,183,450 117,445 6,344,379 Stephen J. Boyle 1,189,125 22,586 1,220,096 Peter J. deSilva 1,459,000 27,712 1,497,002 Thomas A. Nally 1,568,425 29,790 1,609,256 Steven M. Quirk 1,053,225 20,005 1,080,670 The number of PRSUs granted was determined by dividing the dollar amount earned by $52.65, the average of the high and low price of the Company’s common stock for the 20 trading days ended December 5, 2018. These awards are subject to a three- year cliff vesting period and may be further adjusted up or down by up to 20% of the target number of shares, based on the Company’s cumulative three-year TSR relative to the components of the NYSE Arca Securities Broker/Dealer Index determined at the time of grant (subject to adjustment for DEUs). The grant date fair value for accounting purposes was determined based upon a Monte Carlo analysis whereby the stock prices of the Company and the selected peer group companies were simulated using correlated Geometric Brownian motion paths in order to estimate the Company’s total expected shareholder return rank within the peer group index and the corresponding percent of PRSUs that are estimated to be earned per the PRSU agreement. The per share grant date fair value on December 5, 2018, was $54.02. 30 TD Ameritrade 2019 Proxy Statement