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Shareholder Communications

TD Ameritrade shareholders 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 stockholders for presentation at TD Ameritrade's annual stockholders meeting, will not be considered shareholder communications under this policy. Written communications submitted by stockholders 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.

Stock Ownership Guidelines

The Compensation Committee and the board of directors strongly believe that senior executives should own a significant amount of company common stock. This provides a direct and continuing alignment of financial interests between executives and stockholders.

The stock ownership guidelines for current named executive officers are as follows:

  • 10-times base salary for President and Chief Executive Officer Tim Hockey
  • 5-times base salary for EVP and Chief Financial Officer Steve Boyle, President of Retail Peter deSilva, President of TD Ameritrade Institutional Tom Nally and EVP of Trading and Education Steve Quirk.

None of these executive officers are permitted to sell any equity interest in the company until they meet their respective stock ownership guidelines, after which the chief executive officer must obtain prior approval from the Compensation Committee and all other senior executives must obtain prior approval from the chief executive officer. The company considers any stock held without restrictions, unvested restricted stock units and PRSUs, vested but unexercised in-the-money stock options, deferred compensation that will settle in common stock and common stock held under the company's 401(k) plan in determining whether the stock ownership guidelines have been met. All current named executive officers, with the exception of Mr. deSilva, who joined the company in September 2017, have met the stock ownership guidelines as of the end of fiscal year 2018.

The Company prohibits any of its employees from entering into hedging or pledging transactions involving its common stock.

Executive Compensation

The objective of the executive compensation plans is to attract, retain and motivate high-performing executives to create sustainable long-term value for shareholders.

To achieve this objective, the company and the Compensation Committee use the following guiding principles when evaluating executive compensation policies and decisions:

Alignment with the company's business strategy:
  • Compensation is linked with the achievement of specific short- and long-term strategic business objectives and the company's overall performance
  • Compensation plans are linked to key business drivers that support long-term shareholder value creation.
Alignment to shareholders' interests:
  • Interests of executives are aligned with those of long-term shareholders through policy and plan design
  • Stock ownership guidelines are used to align the interests of executives with those of shareholders over the long term
  • As an executive increases in seniority, an increasing percentage of total compensation is subject to vesting through the greater use of equity-based awards to aid in retention and to focus executives on sustainable long-term performance
Risk management:
  • Compensation plan design should not create an incentive for excessive risk-taking, and each plan is reviewed periodically to determine that it is operating as intended
Pay for performance:
  • Clear relationships should exist between executive compensation and performance. Compensation should reward both corporate and individual performance
  • Total compensation includes a meaningful variable component that is linked to key business objectives and the company's overall performance
  • A substantial portion of variable compensation is awarded in the form of equity-based awards
  • Equity awards are generally granted based on the achievement of annual performance goals and are subject to time-based vesting
  • Incentive compensation is subject to risk of forfeiture in accordance with the clawback policy
  • The Compensation Committee has the ability to exercise negative discretion to reduce compensation as appropriate

More information about executive compensation can be reviewed in our 2018 Proxy Statement.