Table of Contents 1 69

TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Notice of Annual Meeting of Stockholders 2
Table of Contents 3
General Information About the Meeting 4
Quorum and Voting Requirements 4
Voting Electronically 4
Proposal No. 1 – Election of Directors Recommendedby the Board of Directors 5
Board of Directors 5
Nominees to Board of Directors 6
Directors Not Standing For Election 9
Board Qualifications, Skills and Background 14
Board Meetings and Committees 15
Code of Ethics 17
Stockholder Communications Policy 17
Director Compensation 18
Director Compensation Table for Fiscal Year 2018 19
Non-employee Director Stock Ownership Guidelines 20
Executive Compensation and Related Information 21
Executive Officers 21
Compensation Discussion and Analysis 23
Executive Summary 23
1. Role of the Compensation Committee and Board 25
2. Role of Compensation Consultants and Management 25
3. Guiding Principles 26
4. Peer Group 26
5. Elements of Compensation 27
6. Clawback Policy 31
7. Risk Assessment 32
8. Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policy 32
9. Change in Control and Severance Provisions 32
10. Tax Treatment 32
11. Actions Since End of Fiscal Year 2018 33
Compensation Committee Report 35
Compensation Committee Interlocks and Insider Participation 35
Summary Compensation Table for Fiscal Years 2018, 2017 and 2016 36
Grants of Plan-based Awards During Fiscal Year 2018 39
Outstanding Equity Awards at Fiscal Year-end September 30, 2018 40
Option Exercises and Stock Vested During Fiscal Year 2018 41
Nonqualified Deferred Compensation for Fiscal Year 2018 41
Potential Payments Upon Termination or Change in Control 42
Management Incentive Plan and Long-Term Incentive Plan 42
Company Severance Practices 44
President and CEO – Tim Hockey 44
Executive Vice President, Chief Financial Officer – Stephen J. Boyle 46
President, Retail Distribution – Peter J. deSilva 48
Summary Table – Potential Payments Upon Termination or Change in Control 49
CEO Pay Ratio 51
Stock Ownership and Related Information 52
Stock Ownership of Certain Beneficial Owners and Management 52
Stockholders Agreement 54
Section 16(a) Beneficial Ownership Reporting Compliance 55
Certain Relationships and Related Party Transactions 56
Proposal No. 2 — Advisory Vote to ApproveExecutive Compensation 61
Proposal No. 3 — Ratification of Appointment ofIndependent Registered Public Accounting Firm 62
Fees Paid to Independent Auditor 62
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services ofIndependent Registered Public Accounting Firm 62
Report of the Audit Committee 63
Submission of Stockholder Proposals 64
Householding Proxy Materials 65
Annual Report 66
Other Matters 67
Appendix A: Non-GAAP Financial Measures 68

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