TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information (2) Actual results for non-GAAP EPS were adjusted downward by the Compensation Committee from $3.34 to $2.63 to account for changes to tax laws and unplanned changes to interest rates, which the Compensation Committee determined were outside the control of the Company and appropriate to reflect the results delivered to stockholders and preserve the intent of the pre-established performance goals (which were set before the occurrence of the unplanned changes). (3) The Compensation Committee applied 15.9% negative discretion to reduce the funding otherwise achieved by the quantitative strategic goals to reflect the performance assessment of the strategic goals overall. In determining the negative discretion to be applied, the Compensation Committee noted the record performance on the quantitative goals, weighed them against qualitative performance goals, and established a maximum individual payout percentage of 155.9% for each of the named executive officers. The Compensation Committee then used its judgment to measure the individual performance of each of the named executive officers in order to determine the amount of any additional negative discretion to apply. For fiscal year 2018, the Compensation Committee varied the negative discretion applied for individual performance in order to recognize significant contributions during fiscal year 2018 and emphasize individual responsibilities and roles. The additional negative discretion ranged from 15.0% to 20.0% based on the Compensation Committee’s assessment, and the CEO’s review and recommendation with respect to the named executive officers other than himself. Consistent with the Company’s pay for performance philosophy, this result reflects a very strong year which included the successful integration of Scottrade and record core operating metrics. The equity component of the fiscal year 2018 annual incentive awards for the named executive officers was granted solely in the form of PRSUs. As described above, the equity incentive awards are subject to a three-year cliff vesting period and may be further adjusted up or down 20% 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. The following table sets forth total cash and equity compensation earned by our named executive officers for fiscal year 2018 performance. Name Annual Incentive Under the MIP Total Annual Compensation ($) Base Salary ($) Cash Incentive ($) Equity Incentive (1) ($) Total Incentive ($) % of Target Tim Hockey 1,000,000 2,650,050 6,183,450 8,833,500 135.9% 9,833,500 Stephen J. Boyle 450,000 1,189,125 1,189,125 2,378,250 135.9% 2,828,250 Peter J. deSilva (2) 650,000 1,359,000 1,459,000 2,818,000 140.9% 3,468,000 Thomas A. Nally (2) 500,000 1,460,925 1,568,425 3,029,350 140.9% 3,529,350 Steven M. Quirk 450,000 1,053,225 1,053,225 2,106,450 135.9% 2,556,450 (1) These equity incentive awards were granted in fiscal year 2019. As a result, they are not included in the Summary Compensation Table or the Grants of Plan-based Awards and Outstanding Equity Awards at Fiscal Year-End tables later in this section. (2) For Messrs. deSilva and Nally, incentive funding in excess of 135.9% was delivered in equity. Scottrade Appreciation Right Award Prior to our acquisition of Scottrade, Mr. deSilva received from Scottrade a Scottrade Appreciation Right Award (“SAR award”), that provided for the potential to earn certain cash bonuses. During fiscal year 2018, Mr. deSilva’s SAR award paid out a total of $4,812,361, which consisted of a change-in-control payment in the amount of $4,087,423, as well as amounts that became payable based on certain performance results in 2016 and 2017 and that vested in fiscal year 2018 based on continued employment in the aggregate amount of $724,938. As of September 30, 2018, the remaining unvested amounts under Mr. deSilva’s SAR award totaled $1,148,485. The unvested amounts are scheduled to vest on December 31, 2018 (as to $724,938), and December 31, 2019 (as to $423,548), subject to Mr. deSilva’s continued employment with the Company through the vesting date or upon the occurrence of certain qualifying terminations of employment as described in further detail below under “Potential Payments Upon Termination or Change in Control.” Upon joining TD Ameritrade, Mr. deSilva no longer accrues future payments under his SAR award. 6. Clawback Policy We maintain a clawback policy that applies to certain incentive compensation provided to our named executive officers, including compensation under the MIP and LTIP. The MIP permits the “clawback” of any cash incentive awards, and the Company’s 28 TD Ameritrade 2019 Proxy Statement