TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information The amounts in the Stock Awards column for fiscal year 2018 represent the grant date fair value of PRSUs based on the probable outcome of the performance conditions to which the PRSUs are subject. The following table shows the value of the PRSUs at the grant date assuming that the highest level of performance conditions will be achieved (equivalent to 120% of the award), subject to adjustment with respect to any related DEUs: Name Grant Date Value of PRSUs at Grant Date Assuming Highest Level of Performance ($) Tim Hockey 11/29/2017 5,893,461 Stephen J. Boyle 11/29/2017 1,134,762 Peter J. deSilva 11/29/2017 49,103 Thomas A. Nally 11/29/2017 1,847,484 Steven M. Quirk 11/29/2017 1,134,762 (2) The amount reflects Mr. deSilva’s PRSU award as prorated to reflect that he was employed with the Company, following the closing of Scottrade’s acquisition by the Company, during fiscal year 2018 from September 18, 2017, through September 30, 2017, as set forth in Mr. deSilva’s term sheet as negotiated and entered into between Mr. deSilva and the Company in connection with the closing of the Scottrade acquisition. (3) The amounts in this column include the cash component of the annual incentive awards earned under the MIP. (4) The cash component of the annual incentive award earned by Mr. Boyle under the MIP was deferred by him and will be paid in the form of Company common stock upon the termination of Mr. Boyle’s employment with the Company, in equal, annual installments over a period of ten years (or in the event of his earlier death or disability that occurs during employment, in a lump sum shortly following such event). (5) The amount includes (a) the cash component of the annual incentive award earned under the MIP of $1,359,000, and (b) cash bonus payments that were paid under Mr. deSilva’s SAR award pursuant to the terms of the Scottrade Appreciation Right Award dated January 1, 2016, consisting of (i) $301,390 that was paid during fiscal year 2018, representing one-third of the amount that Mr. deSilva became eligible to receive based on performance achieved for Scottrade’s fiscal year 2016 and prior to the closing of the Company’s acquisition of Scottrade that occurred in the Company’s fiscal year 2017, (ii) $423,548 that was paid during fiscal year 2018, representing one-third of the amount that Mr. deSilva became eligible to receive based on performance achieved with respect to Scottrade’s fiscal year 2017 and prior to the closing of the Company’s acquisition of Scottrade, and (iii) $4,087,423 of which was paid during fiscal year 2018 under the SAR award granted by Scottrade, representing the entire amount that Mr. deSilva became eligible to receive in connection with the Company’s acquisition of Scottrade in fiscal year 2017, in each case of (i) through (iii), subject to Mr. deSilva’s continued employment with the Company (as the successor to Scottrade) through the applicable vesting dates in fiscal year 2018. 34 TD Ameritrade 2019 Proxy Statement