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Portrait

Joseph H. Moglia, Chairman

Joe Moglia is the current Chairman of the Board at TD Ameritrade and Chair of Athletics at Coastal Carolina University.

In the business world, in 1984, Moglia entered the MBA Training Program at Merrill Lynch, where there were 25 MBAs and one football coach. By 1988, he was Merrill Lynch's Number One Producer in the World.

He ultimately had responsibility for Global Fixed Income Institutional Sales, the Municipal Division, Investment Products, the Insurance Company, the 401(k) Business, and Middle Market Business, and he served on the Executive Committee for both the Institutional and Private Client Businesses.

He became the CEO of TD Ameritrade in 2001. Over the next seven years, shareholders enjoyed a 500% return as the firm grew its market cap from $700 million to $10 billion, and client assets reached $280 billion. In 2008, after the firm had its sixth record year in a row, Moglia stepped down as CEO and became Chairman of the Board.

In his coaching career, Moglia has been part of seven championship teams. At Coastal Carolina, he has led his team to four National Playoff appearances and to three conference championships. Moglia has been named Conference Coach of the Year twice, as well as AFCA Regional Coach of the Year in 2014, and winner of the prestigious Eddie Robinson Award for National Coach of the Year in 2015.

Moglia's time in football spans more than 25 years, but it hasn't been a traditional tenure. After 16 years as a coach, he applied his skills to the business world for over 20 years, and then went back to coaching in 2009.

In his first stint as a coach, he won two Ivy League Championships as the Defensive Coordinator at Dartmouth, led units that set defense and kicking records at Lafayette, and turned two high school programs around. Before going to Coastal, he was Executive Advisor for Football at Nebraska, where he was part of two Holiday Bowls and two Big 12 North Championships. In 2011 he was Head Coach of the Omaha Nighthawks in the United Football League.

Moglia has received the Ellis Island Medal of Honor and the Sharp Trophy for Leadership. He has been honored by the National Italian American Foundation, the Columbus Citizens Foundation, the South Carolina Football Hall of Fame, and the American Institute for Stuttering. He has been inducted into four Halls of Fame, is the recipient of three honorary doctorates and is also the only author to have written books published on both investing and football.

Portrait

Tim Hockey, President and CEO

Tim Hockey is a financial services veteran who has more than 35 years' experience in retail banking and wealth management and a passion for leveraging technology to enhance the client experience.

As President and CEO of TD Ameritrade, he is responsible for the oversight of the strategy and operations supporting the company's three client channels: Retail Investing, Trading and Institutional, along with additional responsibilities overseeing Technology, Operations and Corporate functions.

Hockey joined TD Ameritrade in January 2016 from TD Bank Group, where he most recently served as Group Head, Canadian Banking and Wealth Management, and as President and CEO of TD Canada Trust. His primary responsibilities covered a portfolio of global businesses totaling nearly CDN $13 billion in annual revenue and included global direct investing, advisory and Canadian asset management businesses, as well as leadership of Canadian personal banking, business banking and auto finance. Having started as a part-time teller while in University, over his 32-year career with TD he has held progressively senior positions in a variety of areas including mutual funds, retail distribution, information technology, deposit accounts, small business banking, credit cards and personal lending.

Hockey holds a master's degree in Business Administration from the University of Western Ontario and sits on the Advisory Board of the Richard Ivey School of Business. He is also a member of SIFMA's Board of Directors. Hockey served on the Board of Directors for the SickKids Foundation, the largest non-governmental granting agency in children's health in Canada, and was Chair of the Hospital for Sick Children's Research and Learning Tower Campaign. He is on the board of The Greater Toronto CivicAction Alliance and also serves as the Chair of the CivicAction Leadership Foundation, having played a pivotal role in the creation of the foundation. As an avid cyclist, he served as the 2015 Honorary Chair for the Ride to Conquer Cancer for the Princess Margaret Hospital.

He was an executive member of the Canadian Bankers Association, previously serving as Chair of the organization. He is also a past winner of Canada's "Top 40 Under 40," a program that celebrates Canadians who have reached significant success before the age of 40 in the private, public, and not-for-profit sectors.

Portrait

Larry Bettino has more than 25 years of technology-focused, venture capital and private equity investing experience. He is currently Senior Advisor at StarVest Partners, a firm focused on investing in high-growth technology-based businesses.

Over his career Bettino has achieved a unique combination of technological and financial expertise working with firms such as IBM, Dillon Read Venture Capital, Baker Capital, Warburg Pincus and in his current role with StarVest Partners. He has significant experience in the technology areas of software, cloud-based computing, data management, application development, social media and mobility. His functional expertise has included business plan development, sales and marketing, pricing strategy, and business process and workflow.

Bettino holds a Bachelor of Science degree in Electrical Engineering from Rensselaer Polytechnic Institute and a Master's of Business Administration from Harvard Business School.

Portrait

Ann Hailey has accumulated more than 30 years of finance, retail, and operations expertise through executive leadership positions at companies such as Mobil Oil Corporation, PepsiCo, Inc., Duggan Consulting Associates, Inc., Nabisco Holdings Group, Inc., Pillsbury Company, Limited Brands, Inc., and Gilt Groupe, Inc. She most recently served as President, Chief Executive Officer and Chief Financial Officer of Famous Yard Sale, Inc.

Hailey holds a bachelor's degree in Business Administration from the University of Georgia and a Master of Business Administration from the Harvard Business School. She currently sits on the Board of Directors for Avon Products, Inc., Realogy Holdings Corporation and W.W. Grainger, Inc.

Portrait

Levitt is the Chairman of the Board for TD Bank Group, a position he has held since 2011. He is also the Vice-chair of Osler, Hoskin, & Harcourt LLP, which he first joined in 1976. He was named a partner in 1979, and in 1991 left the practice to become President and subsequently CEO of Imasco Limited, a Canadian consumer products and services company. Imasco was sold in 2000, and Levitt returned to Osler in 2001.

Levitt holds a law degree from the University of Toronto, where he also completed his Bachelor of Applied Science degree in Civil Engineering. He is a 2014 recipient of the Institute of Corporate Directors Fellowship Awards, which annually recognizes individuals who have made outstanding contributions to corporate, not-for-profit, and Crown corporation boards across Canada.

Portrait

Karen Maidment was Chief Financial and Administrative Officer of BMO Financial Group from 2007 to 2009, and was responsible for all global finance operations, risk management, legal and compliance, tax, communications, and mergers and acquisitions.

Prior to that time, Maidment had been Senior Executive Vice President and Chief Financial Officer, as well as Executive Vice President and Chief Financial Officer of BMO from 2003 to 2007 and 2000 to 2003, respectively.

Before her career at BMO, Maidment held several executive positions with Clarica Life Insurance Company from 1988 to 2000, including Chief Financial Officer. Additionally, Maidment is a past Director of Harris Bank, BMO Nesbitt Burns, where she was also Chair of the Audit Committee, Bank of Montreal Pension Fund, Mutual Trustco, MCAP Financial and The Mutual Group (US). Maidment currently serves on the Board of Directors of TransAlta.

She holds a bachelor's degree of Commerce from McMaster University and is a Chartered Accountant. In addition, she was named to Canada's Most Powerful Women Top 100 Lists from 2002 to 2007 and the Hall of Fame in 2007, as well as Fellow of the Institute of Chartered Accountants of Ontario in 2000.

Portrait

Bharat Masrani was appointed Group President and Chief Executive Officer of TD Bank Group on November 1, 2014.

Bharat has more than 27 years of banking experience and is a member of the TD Bank Group Board of Directors. He most recently served as Chief Operating Officer for TD Bank Group, from July 2013. Bharat has held many senior executive roles across the bank. In 2006, he became the President of TD Banknorth, and in 2007, President and CEO. In 2008, he was named Group Head U.S. Personal and Commercial Banking and President and CEO of TD Bank, America's Most Convenient Bank®.

Previous to his role at TD Bank, he served as Vice Chair and Chief Risk Officer of TD Bank Group, a position he held from May 2003. Bharat also served as Senior Vice President and Chief Executive Officer of TD Waterhouse Investor Services in Europe; Senior Vice President, Corporate Finance and Co-Head in Europe; Vice President and Country Head for India; and Vice President and Head, Corporate Banking Canada. He began his banking career with TD Bank Group in 1987 as a Commercial Lending Trainee.

Bharat received a Bachelor of Administrative Studies degree with Honours from York University in 1978 and obtained his Master of Business Administration from the Schulich School of Business, York University in 1979.

Portrait

Irene Miller is the Chief Executive Officer of Akim, Inc., an investment management and consulting firm, and the former Vice-chairman and Chief Financial Officer of Barnes & Noble, Inc. She previously held senior banking and corporate finance positions with Morgan Stanley & Co. and Rothschild Inc.

Miller holds a Bachelor of Science degree from the University of Toronto and a Master of Science degree in Chemistry and Chemical Engineering from Cornell University. She currently sits on the board of directors for both TD Bank Group and Inditex, S.A.

Portrait

Mark Mitchell served as a Director of the company from December 1996 until January 2006 and served as a member of the company's Board of Advisors in 1993. He was re-elected as a Director in November 2006. He is a Principal at CNH Partners, LLC, an investment management firm, which he co-founded in 2001.

Mitchell has served as Adjunct Professor of Finance at Booth Business School, University of Chicago since 2017. Previously, he was a Finance Professor at Harvard University from 1999 to 2003 and was a Finance Professor at the Graduate School of Business, University of Chicago from 1990 to 1999. He was a Senior Financial Economist for the Securities and Exchange Commission from 1987 to 1990, a member of the Nasdaq® quality of markets committee from 2003 to 2005, and a member of the economic advisory board of the NASD from 1995 to 1998.

Mitchell received a doctorate in applied economics and a master's degree in Economics from Clemson University. He received a bachelor's degree (summa cum laude) in Economics from the University of Louisiana at Monroe.

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Wilbur Prezzano was employed with Eastman Kodak Company for over 30 years. He served in various positions during that time, including Vice Chairman of Eastman Kodak Company and Chairman and President of Kodak's Greater China region, the positions that he held at the time of his retirement in 1996.

Prezzano currently serves a director of The Toronto-Dominion Bank, EnPro Industries, Inc., Lance, Inc., and Roper Industries, Inc.

He received a bachelor's degree in Economics and a Master of Business Administration from the Wharton School at the University of Pennsylvania.

Portrait

Todd Ricketts is an experienced businessman and investor with a deep commitment to policies that promote economic opportunity and entrepreneurism.

As a small business owner, a member of the Board of Directors for the Chicago Cubs, and a successful early stage investor, Ricketts has worked across the U.S. business ecosystem. That perspective, coupled with his service as Chief Executive Officer for Ending Spending, a national advocacy group focused on finding solutions to the nation's fiscal crisis, has provided Ricketts with a practical view about how to create economic opportunity through business development. Earlier in his career, Ricketts worked in the securities industry at Knight Securities, Incapital, and TD Ameritrade.

Ricketts serves as Vice Chairman of the National World War II Museum in New Orleans, and sits on the board of Opportunity Education Foundation. He is a Regent at Loyola University Chicago. He is also active with the Churchill Centre.

Portrait

Allan Tessler has been Chairman of the Board and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm, since 1987. He is also Chairman of the Board of Epoch Investment Partners, Inc., formerly J Net Enterprises.

He has previously served as Chief Executive Officer of J Net Enterprises, Co-Chief Executive Officer of Data Broadcasting Corporation, now known as Interactive Data Corporation, Chairman of Enhance Financial Services Group, Inc., and Chairman and principal shareholder of Great Dane Holdings.

Tessler is the lead director and Chair of the finance committee of Limited Brands, Inc. and also serves as a director of EnerCrest. He serves as Chairman of the Board of Trustees of the Hudson Institute and is a member of the Board of Governors of the Boys & Girls Clubs of America.

Tessler holds a bachelor's degree from Cornell University and an LLB from Cornell University Law School.

Committees on the Board

Learn about the different committees our Board members sit on and the functions they serve for the company.

Corporate Governance Committee

Committee Members
Charter
Purpose

The purpose of the Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") is to ensure that TD Ameritrade Holding Corporation (the "Company") has and follows appropriate governance standards. To carry out this purpose, the Committee shall:

  • develop and recommend to the Board corporate governance principles to be applicable to the Company;
  • lead and oversee the annual evaluation of the Board and its committees; and
  • undertake those specific responsibilities listed below and such other duties as the Board may from time to time subscribe.
Membership

The Committee shall consist of at least four Board members to be chosen by the Board pursuant to the terms of the Stockholders Agreement (defined below). The Board will designate a chair of the Committee.

Meetings

The Committee shall have at least two regular meetings each year and may hold additional meetings as circumstances warrant. A majority of the members of the Committee shall constitute a quorum. The action of a majority of members at a meeting at which a quorum is present shall be the action of the Committee. The Committee may also act by unanimous written consent of its members.

Authority

The Committee shall have the sole authority to retain legal counsel and other consultants to advise the Committee. The Committee shall also have the authority to approve fees and other retention terms for such legal counsel and other consultants. The Committee may request any director, officer or employee of the Company or its subsidiaries or its outside counsel, accountants or consultants to attend a meeting of the Committee or to meet with any members of, or legal counsel or consultants to, the Committee.

Responsibilities

Responsibilities of the Committee include, but are not limited to, the following:

  1. Evaluate the current composition, organization and governance of the Board and its committees, including committee membership and chairs, assess future requirements and make recommendations to the Board for approval on any of the foregoing.
  2. Develop for adoption by the Board corporate governance principles and, from time to time as may be reasonably necessary or advisable, corporate governance policies, procedures and requirements.
  3. Annually review and assess the corporate governance principles applicable to the Company and recommend changes to the Board as appropriate.
  4. Annually review and assess the Company's Code of Business Conduct and Ethics and recommend changes to the Board as appropriate.
  5. Annually review and assess the performance of the Board and its committees, including conducting surveys of director observations, suggestions and preferences, and report on its findings, including any recommended changes, to the Board.
  6. Evaluate and recommend termination of membership of individual directors in accordance with the Board's governance principles, for cause or for other appropriate reasons.
  7. Develop and oversee an orientation and continuing education program for directors.
  8. Form and delegate authority to subcommittees when appropriate.
  9. Make regular reports to the Board.
  10. Annually review and assess this charter and recommend changes to the Board as appropriate.
  11. Annually review and assess its own performance and report the results to the Board.
  12. Review and recommend Board of Directors compensation and align such with shareholder interests; however, Board of Directors' Compensation must be approved by the full Board or other designated committee.

Notwithstanding any provision to the contrary in this Charter, no rights or authority granted herein shall supersede any contractual rights or obligations provided in the Stockholders Agreement by and among the Company, The Toronto-Dominion Bank and TD Luxembourg International Holdings S.à r.l. dated June 22, 2005, as amended.

Download the Corporate Governance Committee Charter(opens in a new window)

Risk Committee

Committee Members
Charter
Purpose

The Risk Committee has been delegated the responsibility for assisting the Board in its oversight responsibilities relating to the identification, monitoring and assessment of the key risks of the Company, including the significant policies, procedures and practices employed in risk management.

Management of the Corporation is responsible for the management of risk within the Company and for establishing and maintaining processes and controls that identify, monitor and assess key risks and that provide reasonable assurance as to the effectiveness and efficiency of the risk management program.

Membership

The Committee shall be composed of at least three (3) members of the Board of Directors to be made up of at least one (1) TD Director designee; one (1) R Party Director designee and one (1) Outside Independent Director. The Board will designate a chair of the Committee.

To facilitate communication between the Audit Committee and the Committee, the Chair of the Audit Committee shall be entitled to receive notice of and attend as an observer each meeting of the Committee and to receive the materials for each meeting of the Committee. The Chair of the Committee shall be entitled to receive notice of and attend as an observer each meeting of the Audit Committee and to receive the materials for each meeting of the Audit Committee.

Meetings

The Committee shall have at least two regular meetings each year and may hold additional meetings as circumstances warrant. A majority of the members of the Committee shall constitute a quorum. The action of a majority of members at a meeting at which a quorum is present shall be the action of the Committee. The Committee may also act by unanimous written consent of its members.

At least annually, the Committee shall meet jointly with the Audit Committee to review and discuss the Corporation's risk management policies, procedures and insurance coverage. Every member of the full Board is entitled to receive an invitation and attend the annual joint meeting.

At least annually, the Committee shall meet jointly with the H.R. and Compensation Committee to review executive compensation plans proposed by the H.R. and Compensation Committee.

Authority

The Committee has the sole authority to retain legal counsel and consultants to advise the Committee. The Committee also has the authority to approve fees and other retention terms for such legal counsel and consultants. The Committee may request any director, officer or employee of the Company or its subsidiaries or its outside counsel, accountants or consultants to attend a meeting of the Committee or to meet with any members of, or legal counsel or consultants to, the Committee.

Responsibilities

Risk Management Oversight

  • Review the Company's organizational governance approach to risk management and its methods for identifying and managing risks.
  • Approve the Company's risk management policies and other policies as appropriate.
  • Review the Company's risk tolerance in the context of the Company's business strategy, financial resources and performance.
  • Approve enterprise-level risk management objectives and monitor management's execution of such objectives.
  • Review with the Chief Risk Officer the risk profile of the Company including significant financial, strategic, operational and compliance risk exposures, risk trends in the Company's major risk concentrations, and the steps management has taken to monitor, control and report such risk exposures, trends and concentrations. By way of example (and not as a limitation), the Committee has the responsibility for reviewing:

    1. Credit risk
    2. Market risk
    3. Insurance risk
    4. Liquidity risk
    5. Regulatory and legal risk
    6. Reputational risk
    7. Operational risk (except as operational risk relates to the conduct review function performed by the Audit Committee)
    8. Risks related to security and technology systems
    9. Risks related to sales practices
    10. Risks related to other matters that come to the attention of the Committee
  • Review the Company's Business Continuity Plan and related critical processes.
  • Discuss management processes, controls and capabilities with the Chief Risk Officer.
  • Discuss legal matters with the General Counsel.
  • Incidental to the Committee's responsibilities, the Committee may request reports from the internal audit group on, and consider compliance with, internal control policies and the effectiveness of internal control procedures, recognizing that the Audit Committee has the primary responsibility for the review and approval of such internal control policies and procedures. In addition, the Committee shall periodically monitor the independent assessment by the internal audit group of significant risk-related issues.
General

The Committee will

  • maintain minutes or other records of its meetings and activities
  • report its activities to the Board of Directors on a regular basis so that the Board is kept informed of its activities on a current basis
  • review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board of Directors for approval and
  • conduct an annual evaluation of Committee activities to assess its contribution and effectiveness in fulfilling its mandate.

Notwithstanding any provision to the contrary in this charter, no rights or authority granted herein shall supersede any contractual rights or obligations provided in the Stockholders Agreement by and among TD Ameritrade Holding Corporation (the "Company"), The Toronto–Dominion Bank and TD Luxembourg International Holdings S.à r.l., dated as June 22, 2005, as amended.

Download the Risk Committee Charter(opens in a new window)

H.R. & Compensation Committee

Committee Members
Charter
Purpose

The Board H.R. and Compensation Committee has been delegated the responsibility for reviewing, assessing, and approving all compensation and benefits for executive officers. The Committee also administers the stock option, restricted stock unit and other equity programs. It is the intent of the Committee to regularly assure that the executive compensation packages for key officers are competitively established.

The Committee also (1) assures that executive remuneration is integrated with the Company's annual and longer-term business strategy, and focuses officer actions on the fulfillment of those objectives, (2) is responsible for approving the performance measures and metrics associated with performance based equity awards, and oversees succession planning for the CEO and senior executive officers.

Membership

The Committee is composed of at least three Directors who will each meet the standards of applicable law and the regulations promulgated thereunder. The Board will designate a chair of the Committee.

Goals
  • Enable the company to be competitive in securing and motivating superior caliber executive talent necessary for continued profitable growth.
  • Target total compensation that reinforces the Company's strategies and its long-term and short-term objectives, competitive market practices, and balances short-term and long-term executive focus.
Authority

The Committee shall have the sole authority to retain legal counsel, compensation consultants and other consultants to advise the Committee. The Committee shall be responsible for the oversight of such legal counsel, compensation consultants and other consultants, and shall also have the authority to approve fees, which shall be provided by the Company, and other retention terms for such legal counsel and other consultants. The Committee may request any director, officer or employee of the Company or its subsidiaries or its outside counsel, accountants or consultants to attend a meeting of the Committee or to meet with any members of, or legal counsel or consultants to, the Committee. The Committee will have available to it direct access to independently published compensation survey data.

In selecting a legal counsel, compensation consultant or other consultant, the Committee shall consider material relationships relevant to the independence of legal counsel and consultants from management, including the following factors:

  • provision of other services to the Company by the employer of the legal counsel or consultant
  • fees received from the Company by the employer of the legal counsel or consultant as a percentage of the total revenue of that employer
  • policies and procedures of the employer of the legal counsel or consultant that are designed to prevent conflicts of interest
  • business or personal relationships of the legal counsel or consultant with a member of the Committee
  • business or personal relationships of the legal counsel or consultant or employer of the legal counsel or consultant with an executive officer of the Company
  • stock of the Company owned by the legal counsel or consultant
Responsibilities
  • Determine and approve executive compensation, including the strategy, policies, and programs and align executive compensation with shareholder interests, expected business performance and the Company's strategies and objectives.
  • Review and recommend the following items for approval by the full Board:
    • CEO compensation, including the strategy, policies and programs and alignment with shareholder interests, expected business performance and the Company's strategies and objectives,
    • CEO succession planning, and
    • CEO annual review and evaluation of performance.
  • Review and recommend Board of Directors compensation and align such with shareholder interests; however Board of Directors' Compensation must be approved by the full Board or other designated committee.
  • Review and approve executive benefit plans.
  • Grant options, restricted stock units and other equity vehicles and administration of equity and other incentive programs.
  • Approve performance measures and metrics that will be used to determine the vesting and payout of performance-based equity awards.
  • Approve annual 401(k) profit sharing contribution and employer match for the Company.
  • Manage and provide oversight of succession planning for the CEO, named Executive Officer and other senior executive officers as appropriate.
  • Make regular reports to the Board of Directors.
  • Annually review and assess this charter and recommend changes to the Board as appropriate.
  • Annually review and assess its own performance and report the results to the Board.
  • Produce an annual report on executive compensation for inclusion in the company's proxy statement or 10K that complies with the rules and regulations of the Securities and Exchange Commission, and any other applicable rules and regulations.
  • Coordinate with the Risk Committee as considered necessary or desirable or in order to comply with the rules and regulations of the Securities and Exchange Commission and any other applicable rules and regulations.
General

The activities of the H.R. and Compensation Committee are developed from year to year by the Committee in consultation with management. The H.R. and Compensation Committee typically meets four to five times a year. A majority of H.R. and Compensation Committee members present at each meeting will constitute a quorum.

Download the H.R. & Compensation Committee Charter(opens in a new window)

Audit Committee

Committee Members
Charter
Purpose

Primary responsibility for TD Ameritrade Holding Corporation (the "Corporation") accounting and financial reporting lies with senior management, with oversight by the Board of Directors. To help the Board of Directors carry out this oversight responsibility, an Audit Committee (the "Committee") has been established.

The Committee shall be responsible for oversight of the Corporation's internal accounting controls and controls over financial reporting, including an assessment of legal and compliance matters; appointment of the registered public accounting firm ("RPA"), determine its compensation, oversee its work and assess its performance on an ongoing basis; review of the appointment of the Managing Director, General Auditor and assess his or her performance on an ongoing basis; review of the Corporation's financial statements, review the RPA's audit findings, review Corporate Audit's audit findings, and oversee the financial and regulatory reporting processes and related risks, and to perform other oversight functions as requested by the Board of Directors.

It is not the responsibility of the Committee to plan or conduct audits, or to determine that the Corporation's financial statements are complete, accurate and in accordance with GAAP. Management of the Corporation is responsible for the preparation, consistency, integrity and fair presentation of the consolidated financial systems. Management is also responsible for establishing and maintaining comprehensive systems of internal control that provide reasonable assurance as to the consistency, integrity, and reliability of the preparation and presentation of financial statements; the safeguarding of assets; the effectiveness and efficiency of operations; and compliance with applicable laws and regulations. The RPA is responsible for planning and performing audits to obtain reasonable assurance that the internal control over financial reporting is maintained in all material respects.

Membership

The Committee will be comprised entirely of independent directors as defined under applicable statutes, rules and regulations. The members of the Committee shall be appointed by the Board and shall serve until their successors are duly appointed. The size of the Committee shall be determined by the Board subject to a minimum requirement of three directors. No member may serve on the audit committees of more than three public companies, unless the Board of Directors affirmatively determines that the Director will be able to devote sufficient time and attention to the business of the Committee. A Chair will be appointed by the Board. The Committee may from time to time delegate to its Chair or sub-committees certain powers or responsibilities that the Committee itself may have hereunder, provided that periodic reports by the parties receiving any such delegation are made to the full committee in accordance with the terms of the delegation. Members of the Committee must have broker/dealer or financial or management expertise, and at least one must be a financial expert as defined under applicable statutes, rules and regulations. A financial expert will be formally designated by the Board. Committee members will periodically be provided with educational materials or other opportunities for development to enhance their familiarity with financial, accounting and other areas relevant to their responsibilities.

To facilitate communication between the Committee and the Risk Committee, where the Chair of the Risk Committee is not a member of the Committee, he or she shall receive notice of and attend by invitation of the Committee, as an observer, each meeting of the Committee and receive the materials for each such meeting.

Meetings

The Committee will meet on at least a quarterly basis and will hold special meetings as circumstances require. The Committee may invite to its meetings any director, management and other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

At least annually, the Committee shall meet jointly with the Risk Committee, unless dual membership renders it unnecessary, to review and discuss the Corporation's insurance coverage and risk management guidelines and policies by which risk assessment and management is undertaken.

Authority

The Committee is authorized to engage independent legal counsel and other advisers as the Committee determines necessary to carry out its responsibilities. The Committee will be provided with appropriate funding by the Corporation as the Committee determines necessary to carry out its responsibilities, including the compensation of the RPA employed by the Corporation to provide auditing services, render an audit report and perform related work, and to engage such advisers as the Committee may determine are necessary from time to time. The Committee has the authority to conduct any investigation and access any officer, employee or agent of the Corporation appropriate to fulfilling its responsibilities, including the RPA.

Responsibilities

Oversee the Corporation's internal accounting controls and controls over financial reporting, including an assessment of legal and compliance matters.

1. A. The Committee will instruct management to establish and maintain an adequate internal control structure and procedures for accounting and financial reporting, and to assess the effectiveness of the internal control structure and procedures for financial reporting. The Committee will instruct management to evaluate the system of internal controls on at least a quarterly basis. The Committee will review reports from management prepared quarterly concerning the effectiveness of internal controls, all significant deficiencies in the design or operation of internal controls, any material weaknesses in internal controls, any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation's internal controls, and any significant changes in internal controls or other factors that could affect internal controls subsequent to management's evaluation, including any corrective actions regarding significant deficiencies and material weaknesses. The Committee will also periodically review reports from management concerning an assessment of operational, legal and compliance matters.

B. The Committee will review and discuss with management, quarterly, the implementation and effectiveness of the Company's compliance program, including the processes for resolution of compliance issues and, in connection with such review, obtain, quarterly, from the Chief Compliance Officer (and any other persons, if any, with operational responsibility for the Company's compliance program) reports regarding the implementation and effectiveness of such program. This responsibility may be met by one or more presentations to the Committee. The Chief Compliance Officer and any other person or persons with operational responsibility shall have the authority to communicate directly with the Committee concerning compliance issues as deemed necessary.

C. The Committee will instruct the Managing Director, General Auditor to advise the Committee and the RPA, and will instruct the RPA to advise the Committee, if there are any areas that require special attention, including any significant deficiencies in the design or operation of the system of internal controls, any material weaknesses in the internal controls, any fraud, whether or not material, involving management or employees who have a significant role in internal controls, any significant changes in internal controls or other factors that could affect internal controls subsequent to management's evaluation, including any corrective actions regarding significant control deficiencies or any illegal acts by the Corporation, management or employees.

D. The Committee will discuss policies with respect to risk assessment and risk management and to assist in this regard, the Committee will receive reports from the Risk Committee (i) as considered necessary or desirable with respect to any issues relating to internal control procedures considered by the Risk Committee in the course of undertaking its responsibilities and (ii) for purposes of monitoring policies and processes with respect to risk assessment and risk management and discuss the Corporation's major risk exposures, including operational risk issues, and the steps management has taken to monitor and control such exposures.

E. The Committee will review and approve the Annual Audit Plan, and any significant changes to the Plan during the course of the year.

F. The Committee will review and approve the Corporate Audit Department Charter on an annual basis, or more frequently as needed.

G. The Committee will review with the Managing Director, General Auditor and the RPA their integrated Annual Audit Plan, including the degree of coordination and integration between the respective parties. The Committee will inquire as to the extent to which the planned audit scope can be relied upon to detect fraud, non-compliance with State and Federal laws and regulations, non-compliance with SEC and FINRA guidelines, or weaknesses in internal accounting and operational controls.

H. The Committee shall satisfy itself that Corporate Audit has adequate resources and independence to perform its responsibilities, including any outsourcing arrangements. The Committee will receive reports regarding Corporate Audit’s internal and external quality assurance reviews to evaluate conformance with approved policies, procedures, and professional standards. The Committee will discuss with the RPA their judgment regarding the effectiveness of internal audit’s performance.

I. The Committee will discuss with the Managing Director, General Auditor and the RPA what steps are planned for providing an assessment of internal accounting controls and controls over financial reporting, including an assessment of legal and compliance matters, as well as regulatory reporting, security of and contingency planning for computer systems and applications, and specific programs to protect against fraud or unauthorized access from both within and outside the Corporation.

J. The Committee will discuss with the Managing Director, General Auditor and the RPA what steps are planned for review of in-house policies and procedures, and compliance with such policies and procedures, for compliance with the Code of Business Conduct and Ethics policy, for compliance with officer travel and entertainment policies, for compliance with policies and applicable laws surrounding the employment of past or present partners or employees of the RPA, for compliance with insider trading policies by directors, officers and stockholders, and any other policies and procedures the Committee deems necessary. The Committee will receive these reviews, and, if appropriate, review a summary of the exceptions identified for the period under review.

K. The Committee will meet privately with the Managing Director, General Auditor and the RPA quarterly and as needed. The Committee may also hold separate executive sessions with the Corporation's Chief Financial Officer, General Counsel, Chief Compliance Officer, and Chief Risk Officer periodically, and other persons, as deemed necessary or desirable in order to carry out its responsibilities. The Committee will meet in executive session as a Committee.

Appoint the RPA, determine its compensation, oversee its work and assess its performance on an ongoing basis. Review appointment of Managing Director, General Auditor and assess his or her performance on an ongoing basis.

2. A. The Committee will appoint the RPA of the Corporation, will determine the fees paid to the RPA and will oversee the work and assess the performance of the RPA. The RPA will report directly to the Committee. The Committee will obtain assessments of the performance of the RPA from the Managing Director, General Auditor and other appropriate management representatives. Based upon the evaluation of the RPA's performance, the Committee will determine whether to retain or replace the RPA. The Committee will discuss with management the timing and process for the rotation of RPA engagement team partners.

B. The Committee will ensure the RPA complies with PCAOB independence requirements and provides to the Committee the disclosures and letter required by such requirements. The Committee will be responsible for reviewing any disclosed relationships that may impact the objectivity and independence of the RPA and will be responsible for undertaking appropriate action, if necessary, in response to the RPA's report to satisfy itself of the RPA's independence. The Committee will also review management's evaluation of the factors related to the independence of the RPA.

C. The Committee will obtain, review, and evaluate, at least annually, a report by the RPA describing the RPA's internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the RPA's independence) all relationships between the independent auditor and the Corporation.

D. The Committee will discuss with the RPA the matters required to be discussed by PCAOB Auditing Standard No.16 and other regulations, as applicable.

E. The Committee will review management's plans for engaging the RPA to perform all audit and non-audit services during the year. The engagement of the RPA to perform any audit or non-audit services will be subject to the prior approval of the Committee. The Committee will take appropriate actions to ensure that the RPA has not been engaged to perform any non-audit services that are prohibited under applicable statutes, rules and regulations. The Committee may delegate to one or more of its members the authority to grant the pre-approval of services, so long as any such approvals are presented to the Committee at its next meeting.

F. The Committee will review the appointment and any dismissal of the Managing Director, General Auditor. The Committee will annually review the compensation and approve the performance evaluation of the Managing Director, General Auditor after consulting with those executive officers of the Corporation who the Committee deems appropriate.

Review the Corporation's financial statements, review the RPA's audit findings, review Corporate Audit's audit findings, and oversee the financial and regulatory reporting processes.

3. A. The Committee will review and discuss, as deemed appropriate, the Corporation's earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies with management and the RPA prior to the release of earnings.

B. The Committee will meet to review and discuss the Corporation's annual audited and quarterly financial statements with management and the RPA in conjunction with the Corporation filing its periodic reports containing such financial statements with the SEC, including the 10-K and 10-Qs and Management's Discussion and Analysis of Financial Condition and Results of Operation section of the reports.

C. The Committee will inquire from management and the RPA as to, and request an explanation of, any changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, Securities and Exchange Commission, FINRA or other governing bodies and self-regulatory organizations that have an effect on, or oversight of, the financial statements of the Corporation.

D. The Committee will meet regularly with the Corporation's in-house legal counsel, and outside counsel, when appropriate, to discuss legal matters and/or regulatory examination results that may have a significant impact on the financial statements.

E. The Committee will review the significant reports to management prepared by the internal auditing department and management's responses.

F. The Committee will review the reports to the Committee prepared by the RPA regarding critical accounting policies and practices, alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, the treatment preferred by the RPA, and other material written communications between the RPA and management.

G. The Committee will meet privately with the RPA, no less than annually, to inquire as to any of the RPA's greatest concerns that have not been raised or covered elsewhere.

H. The Committee will review the letter(s) of management representations given to the RPA and inquire whether the RPA encountered any difficulties in obtaining the letter(s) or any specific representations therein.

I. The Committee will discuss with management and the RPA the substance of any significant issues raised by in-house and outside counsel concerning litigation, contingencies, claims or assessments. The Committee will assess the adequacy of the disclosure of such matters in the Corporation's financial statements and periodic reports.

J. The Committee will establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and for the confidential and anonymous submission, by employees of the Corporation, of concerns regarding questionable accounting or auditing matters.

K. The Committee will review the determination by the Corporation's Director of Corporate Tax of the status of the open years on federal and state income tax returns and whether there are any significant items that have been or might be challenged by the IRS or State(s), and review the status of the related tax reserves.

L. The Committee will inquire of management and the RPA if there were any significant financial reporting issues discussed during the accounting period reported. The Committee will instruct the RPA to advise the Committee of any disagreements between the RPA and the Corporation's management regarding financial reporting issues. The Committee will resolve any such disagreements.

Perform other oversight functions as requested by the Board of Directors.

4. A. The Committee will recommend to the Board of Directors that the audited financial statements be included in the Annual Report and Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.

B. The Committee will review and approve the report required by the Securities and Exchange Commission to be included in the Corporation's annual Proxy Statement.

C. The Committee will review any certifications made by management and required to be provided to the Securities and Exchange Commission under applicable rules and regulations.

General

The Committee will:

  • Maintain minutes or other records of its meetings and activities.
  • Report its activities to the Board of Directors on a regular basis so that the Board is kept informed of its activities on a current basis.
  • Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board of Directors for approval.
  • Conduct an annual evaluation of Committee activities to assess its contribution and effectiveness in fulfilling its mandate

Notwithstanding any provision to the contrary in this Charter, no rights or authority granted herein shall supersede any contractual rights or obligations provided in the Stockholders Agreement by and among TD Ameritrade Holding Corporation (the "Company"), The Toronto–Dominion Bank and TD Luxembourg International Holdings S.à r.l., dated as June 22, 2005, as amended.

Download the Audit Committee Charter(opens in a new window)

Outside Independent Directors Committee

Committee Members
Charter
Purpose

The Outside Independent Directors Committee assists the Board of Directors in fulfilling the Board's oversight responsibilities by (1) identifying individuals qualified to serve on the Board; (2) reviewing the qualifications of the members of the Board and recommending nominees to fill vacancies on the Board; and (3) recommending a slate of nominees for election or reelection as directors by the corporation's stockholders at the annual meeting to fill the seats of directors whose terms are expiring.

The Outside Independent Directors Committee will also approve transfers of voting securities by The Toronto-Dominion Bank ("TD") not otherwise permitted by the Stockholders Agreement, approve Qualifying Transactions1, and determine the fair market value (or selecting an independent investment banking firm to determine the fair market value) of certain property in connection with stock purchase and transfer rights of TD set forth in the Stockholders Agreement by and among TD Ameritrade Holding Corporation (the "Company"), TD and TD Luxembourg International Holdings S.à r.l., dated as June 22, 2005, as amended (the "Stockholders Agreement").

Membership

The Committee shall consist of at least three Board members and the Committee's membership will be determined by the Board. The Committee will be comprised entirely of outside Independent Directors2 as defined in the Stockholders Agreement and in compliance with applicable law and exchange listing rules, as interpreted by the Board in its business judgment. The Board will designate the chair of the Committee.

Guidelines for Evaluating Nominees

To discharge its duties in identifying and evaluating directors for selection to the Board, the Committee shall evaluate the overall composition of the Board as well as the qualifications of each candidate. In its evaluation process, the Committee shall take into account the following guidelines:

  1. Decisions for recommending candidates for nomination shall be based on merit, qualifications, performance, character and integrity and the corporation's business needs and shall comply with the corporation's anti-discrimination policies and federal, state and local laws.
  2. The composition of the entire Board shall be taken into account when evaluating individual directors, including: the diversity, depth and breadth of knowledge, skills, experience and background represented on the Board; the need for financial, business, financial industry, public company and other experience and expertise on the Board and its committees; and the need to have directors work cooperatively to further the interests of the corporation and its stockholders.
  3. Candidates shall be free of conflicts of interest that would interfere with their ability to discharge their duties as a director.
  4. Candidates shall be willing and able to devote the time necessary to discharge their duties as a director and shall have the desire and purpose to represent and advance the interests of the corporation and shareholders as a whole.
  5. Any other criteria as determined by the Committee.

Notwithstanding any provision to the contrary in this Charter, when the corporation is legally required by contractual obligation to provide certain shareholders with the ability to nominate directors (including pursuant to the Stockholders Agreement) the selection and nomination of such directors shall not be subject to the committee's review and recommendation process.

1 A "Qualifying Transaction" is defined in the Stockholder Agreement as "a tender offer, exchange offer, merger or other business combination transaction involving the acquisition of or offer to acquire 100% of the Common Stock not owned by TD and its Affiliates which (i) has been approved by the Outside Independent Directors Committee, (ii) is conditioned upon the receipt of Unaffiliated Stockholder Approval and (iii) in the case of a Qualifying Transaction to be effected by means of a tender or exchange offer, includes a commitment by TD or such Affiliate to promptly consummate a merger (which may be a short-form merger) to acquire any remaining shares of Common Stock at the same price in the event it obtains, pursuant to such tender or exchange offer, such level of ownership of such classes of Capital Stock that would be sufficient to effect a merger pursuant to Section 251 or Section 253 of the Delaware Corporate Code or any successor provision."

2 "Outside Independent Directors" is defined in the Stockholders Agreement as individuals designated as such by the Company pursuant to the terms of the Stockholders Agreement, provided that in order to qualify for designation and service as an Outside Independent Director pursuant to such section, each such individual must qualify as an "independent director" with respect to the Company pursuant to applicable exchange listing rules and Section 10A of the Exchange Act (or any successor provisions or any comparable rules of any other applicable securities exchange or automated inter-dealer quotation system on which the Common Stock is then listed or quoted).

Meetings

The Committee shall have at least one regular meeting each year and may hold additional meetings as circumstances warrant. A majority of the members of the Committee shall constitute a quorum. The action of a majority of members at a meeting at which a quorum is present shall be the action of the Committee. Without a meeting, the Committee may act by unanimous written consent of all members.

Authority

The Committee shall have the sole authority to retain and terminate special legal counsel, search firms used to identify director candidates, independent investment banking firms or other consultants to advise the Committee. The Committee shall also have the authority to approve fees and other retention terms for such legal counsel, search firms, investment banking firms and other consultants. The committee may request any director, officer or employee of the corporation or its subsidiaries or its outside counsel or consultants to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Responsibilities

Responsibilities of the Committee include, but are not limited to, the following:

  1. Identify and evaluate qualified candidates to recommend for selection as directors in accordance with the terms of the Stockholders Agreement, including nominees identified by other Board members and the corporation's stockholders. The Committee has no obligation to recommend for nomination candidates who have been identified by other Board members or the corporation's stockholders except as may be required by any contractual obligation of the corporation.
  2. Review compliance with the corporation's contractual obligations regarding nomination of candidates by stockholders party to the Stockholders Agreement.
  3. Recommend to the Board nominees to fill vacancies as they occur on the Board and recommend to the Board a slate of nominees for election or reelection as directors by the corporation's stockholders at the annual meeting to fill seats of directors whose terms are expiring.
  4. Approve transfers of securities by TD not otherwise permitted by the Stockholders Agreement.
  5. Approve Qualifying Transactions and the determination of the fair market value of certain property in connection with stock purchase and transfer rights of TD, all as provided under the terms of the Stockholders Agreement.
  6. Review and approve (or ratify) all related party transactions as required under applicable rules and regulations.
  7. Perform the reviews required by it under paragraphs 1(f)(iv) and 4 of the Information Access and Operational Protocols.
  8. Periodically report to the Board on the Committee’s activities and significant decisions.
  9. Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board.

Download the Outside Independent Directors Committee Charter(opens in a new window)

Non-TD Directors Committee

Committee Members
Charter
Purpose

The Non-TD Directors Committee is composed of all of the directors not designated by TD Bank. The purpose of this committee is to make determinations relating to any acquisition by the Company of a competing business held by TD Bank.

Contact the Board

TD Ameritrade shareholders and interested parties may communicate with any member of the board of directors, including the chairperson of any committee, an entire committee, or the independent directors or all directors as a group, by sending written communications to:

Corporate Secretary
TD Ameritrade Holding Corporation
6940 Columbia Gateway Drive | Suite 200
Columbia, Maryland 21046

You must include your name and address in any such written communication and indicate whether you are a TD Ameritrade shareholder.

The Corporate Secretary will compile all communications, summarize lengthy, repetitive or duplicative communications and forward them to the appropriate director or directors. Complaints regarding accounting, internal controls or auditing will be forwarded to the chair of the Audit Committee. The Corporate Secretary will not forward non-substantive communications or communications that pertain to personal grievances to directors, but will instead forward them to the appropriate department within the company for resolution. The Corporate Secretary will retain a copy of such communications for review by any director upon his or her request.

Communications from a TD Ameritrade employee or agent will be considered shareholder communications under this policy if made solely in his or her capacity as a shareholder. No communications from a TD Ameritrade director or officer will be considered shareholder communications under this policy. In addition, proposals submitted by shareholders for inclusion in TD Ameritrade's annual proxy statement, and proposals submitted by shareholders for presentation at TD Ameritrade's annual shareholders meeting, will not be considered shareholder communications under this policy. Written communications submitted by shareholders recommending the nomination of a person to be a member of TD Ameritrade's board of directors will be forwarded to the chair of the nominations committee.

Contact the Board

TD Ameritrade shareholders and interested parties may communicate with any member of the Board of Directors, including the Chairperson of any committee, an entire committee, or the independent directors or all directors as a group.