TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Outstanding Equity Awards at Fiscal Year-end September 30, 2018 The following table provides information on the holdings of stock option and stock awards by our named executive officers as of September 30, 2018, the last day of fiscal year 2018. This table includes unexercised and unvested option awards, unvested RSUs and unvested DEUs associated with the outstanding RSU awards. The vesting schedule is shown for each grant in the footnotes to the table. The market value of the stock awards is based on $52.83, the closing market price of the Company’s common stock on September 28, 2018 (the last business day of fiscal year 2018). Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (2) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Vesting Date (2) Tim Hockey 251,623 251,624 (1)(2) 27.97 1/21/2026 166,647 8,803,961 1/21/2021 (3) 94,644 5,000,043 11/29/2020 (4) 107,052 5,655,557 11/22/2019 (4) Stephen J. Boyle 18,222 962,668 11/29/2020 (4) 19,659 1,038,585 11/22/2019 (4) 19,724 1,042,019 11/25/2018 (5) Peter J. deSilva 786 41,524 11/29/2020 (4) 11,607 613,198 9/20/2020 (5) 11,607 613,198 9/20/2022 (6) Thomas A. Nally 29,668 1,567,360 11/29/2020 (4) 24,757 1,307,912 11/22/2019 (4) 29,893 1,579,247 11/25/2018 (5) Steven M. Quirk 18,222 962,668 11/29/2020 (4) 22,571 1,192,426 11/22/2019 (4) 26,970 1,424,825 11/25/2018 (5) (1) These nonqualified stock options are scheduled to vest in four, equal installments on January 21, 2017, 2018, 2019 and 2020, subject to Mr. Hockey’s continued employment with the Company or service as a member of the board of directors through such dates. (2) In certain circumstances, the awards are eligible for continued vesting or vesting acceleration as described further below in the section titled “Potential Payments Upon Termination or Change in Control.” (3) These RSUs are scheduled to vest in full on the five-year anniversary of the grant date, subject to Mr. Hockey’s continued employment or other service with the Company through such date. (4) These PRSUs are shown based on target number of shares subject to the PRSUs (including any DEUs based on such target number). PRSUs are scheduled to vest in full on the three-year anniversary of the grant date based upon achievement of specified performance criteria, subject to the named executive officer’s employment or other service with the Company through such date. The performance criteria relate to the Company’s cumulative TSR, relative to the cumulative TSR of each of the component companies of the NYSE Arca Securities Broker/Dealer Index determined at the time of grant, measured over a period of three years beginning on the first day of fiscal year 2017 with respect to PRSUs with a vesting date of November 22, 2019, or fiscal year 2018 with respect to PRSUs with a vesting date of November 29, 2020). The actual number of PRSUs (including any related DEUs) that may become eligible to vest as a result of performance will range from a minimum of 80% to a maximum of 120% of the PRSUs. (5) These RSUs are scheduled to vest in full on the three-year anniversary of the grant date, subject to the named executive officer’s continued employment with the Company through such date. (6) These RSUs are scheduled to vest in full on the five-year anniversary of the grant date, subject to the named executive officer’s continued employment with the Company through such date. TD Ameritrade 2019 Proxy Statement 37