TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Compensation-related Agreements and Plans The Compensation Discussion and Analysis and the executive compensation tables below are based in part on the Company’s agreements with Messrs. Hockey, Boyle, and deSilva, and the terms of our MIP and Long-Term Incentive Plan (the “LTIP”). Please refer to the following agreements and plan documents for the complete terms. Where you can find more information Name Description SEC Filing Tim Hockey Employment Agreement Quarterly Report on Form 10-Q filed on February 4, 2016, Exhibit 10.1 Stephen J. Boyle Term Sheet Quarterly Report on Form 10-Q filed on May 7, 2015, Exhibit 10.1 Peter J. deSilva Term Sheet Annual Report on Form 10-K filed on November 17, 2017, Exhibit 10.12 All Executive Officers LTIP • Form 8-K filed on February 24, 2016, Exhibit 10.1 MIP • Form 8-K filed on February 24, 2016, Exhibit 10.2 We have organized the remainder of this report as follows: 1. First, we provide information regarding our Compensation Committee and its and the Board’s role in setting executive compensation. 2. Next, we discuss the roles of our compensation consultant and management in our process. 3. We discuss the guiding principles underlying our senior executive compensation policies and decisions. 4. We discuss the peer group of companies that we use to help inform our compensation decisions. 5. We discuss the elements of compensation, how we determined the amount of each element and how each element fits into the Company’s compensation objectives. 6. We describe our clawback policy. 7. We describe the risk assessment of our compensation programs. 8. We describe our stock ownership guidelines. 9. We discuss severance and change in control provisions. 10. We discuss certain tax treatment of senior executive compensation 11. We conclude by describing certain compensation-related actions taken since the end of fiscal year 2018. 1. Role of the Compensation Committee and Board The Compensation Committee is composed of non-employee directors of the board. No member of the Compensation Committee during fiscal year 2018 was an employee of the Company or any of its subsidiaries at the time of his service on the Compensation Committee. Each member of the Compensation Committee during fiscal year 2018 was intended to qualify as a “non-employee director” under rule 16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”) and as an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“the Code”). The Compensation Committee reviews, assesses and approves all compensation and benefits for executive officers and, in consultation with the Risk Committee, reviews compensation- related risks. The board of directors evaluates the performance of the CEO and reviews and provides input on the Compensation Committee’s compensation recommendation. The Compensation Committee then approves the CEO’s compensation. The CEO and the Compensation Committee together assess the performance of each of the other named executive officers and then the Compensation Committee approves final recommendations from the CEO. 2. Role of Compensation Consultants and Management Beginning in May 2018, the Compensation Committee retained Semler Brossy as its independent compensation consultant to assist the Compensation Committee in its oversight of the design and operation of the Company’s executive compensation programs. Semler Brossy advised the Compensation Committee on best practices for executive compensation and governance, among other activities. Semler Brossy works directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities. Semler Brossy performs no other consulting or other services for the Company. The Compensation Committee also requests the attendance at its meetings of any members of management that it deems appropriate or advisable. Typically, and for fiscal year 2018, the Compensation Committee received input from the CEO to assess 22 TD Ameritrade 2019 Proxy Statement