Toronto Dominion Bank 6-K, filed Mar 2, 2021

About this 6-K

Toronto Dominion Bank (TD)

6-K 2021-03-02 For: 2020-12-31

View Original

Added on April 06, 2026

Description

Base Salary

•

Fixed component of total compensation to provide a base level of earnings throughout the year.

•

Considers a number of factors, including position accountabilities, experience, internal equity, and market pay.

Variable
Compensation

•

Significant portion of total compensation for all executives, consisting of cash incentive and equity-based deferred compensation.

•

Amounts awarded (both cash and equity) are determined after an assessment of business and individual performance over the year, to align compensation with performance.

•

A detailed description of how variable compensation awards are determined is provided under the heading “How the Executive Compensation Plan Works” starting on page 36 of this circular.

Benefits and
Perquisites

•

Provided to support the health and wellness of executives and their families.

•

Executives participate in the same flexible benefit program as employees with a range of coverage, including medical, dental, life and income protection.

•

Certain executives are eligible to receive an allowance to pay for a variety of expenses, including wellness and transportation-related expenses, and are eligible for an annual health assessment.

Retirement
Arrangements

•

Provided to support the financial well-being of executives in retirement.

•

Executives participate in the same base pension arrangements as employees, and certain Canadian executives are eligible to participate in a supplemental executive retirement plan.

•

Additional details regarding the pension plans can be found starting on page 64 of this circular.

Toronto Dominion Bank filed this 6-K on March 2, 2021.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Exhibit	Description

99.1	Notice of Annual Meeting of Common Shareholders and Management Proxy Circular

	THE TORONTO-DOMINION BANK


DATE: March 2, 2021	By:	/s/ Caroline Cook
	Name:	Caroline Cook
	Title:	Associate Vice President, Legal

	ACCESS TO THE VIRTUAL MEETING					2
	VOTING INFORMATION					2
	BUSINESS OF THE MEETING					8
	Receive Financial Statements					8
	Elect Directors					8
	Appoint Auditor					8
	Advisory Vote on Approach to Executive Compensation					9
	Shareholder Proposals					9
	DIRECTOR NOMINEES					10
	DIRECTOR COMPENSATION					19
	Elements of Director Compensation					19
	Director Compensation Table					20
	Director Share Ownership Requirement					21
	CORPORATE CITIZENSHIP AND ESG AT TD					22
	HUMAN RESOURCES COMMITTEE LETTER TO SHAREHOLDERS					27
	REPORT OF THE HUMAN RESOURCES COMMITTEE					31
	COMPENSATION DISCUSSION AND ANALYSIS					34
	APPROACH TO EXECUTIVE COMPENSATION					35
	Executive Compensation Principles					35
	Elements of Executive Compensation					35
	How the Executive Compensation Plan Works					36
	ESG and Executive Compensation					43
	2020 PERFORMANCE AND COMPENSATION					45
	2020 Pay for Performance Under the Executive Compensation Plan					45
	Summary Compensation Table					54

	Incentive Plan Awards					55
	Bank Performance and Executive Compensation					57
	ADDITIONAL DISCLOSURE					58
	Approach to Employee Total Rewards					58
	Alignment to Financial Stability Board Principles and Risk Management Practices					59
	Material Risk Takers					63
	Additional Summary Compensation Information					63
	Retirement Plan Benefits					64
	Pension Arrangements for Mr. Masrani					66
	Accrued NEO Defined Benefit Pension Obligation					67
	Accrued NEO Defined Contribution Pension Obligation					67
	Termination and Change of Control Benefits					68
	Stock Options					70
	SHAREHOLDER PROPOSALS					73
	DIRECTORS’ AND EXECUTIVE OFFICERS’ INDEBTEDNESS AND OTHER TRANSACTIONS WITH THE BANK					83
	DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE					83
	DIRECTORS’ APPROVAL					83
	SCHEDULE A — CORPORATE GOVERNANCE					84
	Policies and Practices					84
	Reports of the Board of Directors and Committees					98
	SHAREHOLDER INQUIRIES					107

					Beneficial Shareholders				Registered Shareholders
	Type of shareholder				You are a beneficial shareholder if your common shares are held in the name of an intermediary, such as a bank, trust company, securities broker or trustee, and therefore do not have the shares registered in your own name. You have various options for voting. You may vote in advance of the meeting, during the virtual meeting, or you may				You are a registered shareholder if your name appears on your common share certificate or if you hold your common shares through the Direct Registration System (DRS) in the United States. You have various options for voting. You may vote in advance of the meeting, during the virtual meeting, or you may appoint another person, called a


	Brian M. Levitt Board Chair			Bharat B. Masrani Group President and Chief Executive Officer

	Beneficial Shareholders	Registered Shareholders
	appoint another person, called a proxyholder, to attend the virtual meeting and vote on your behalf (see the section on “Appointing a Different Proxyholder” below for details). Carefully follow the instructions below for the option you select.	proxyholder, to attend the virtual meeting and vote on your behalf (see the section on “Appointing a Different Proxyholder” below for details). Carefully follow the instructions below for the option you select.
Attending as a guest	Guests can log into the webcast portal to view the virtual meeting, but are not able to vote at the meeting. To log in as a guest, we recommend you begin the following at least 15 minutes in advance of the meeting: 1. Log into the virtual meeting by following the details made available at www.td.com/annual-meeting/2021. 2. Click on the webcast link. Select “Guest” under the “Relationship to Bank” header on the webcast registration page and complete the requested information. You will automatically be directed to the virtual meeting after this step.
To vote in advance of the virtual meeting	You must follow the instructions on the voting instruction form you received and return it using one of the following methods: By Internet: Go to the following website: www.proxyvote.com and vote using the unique control number located on your voting instruction form. By Mail: Using the envelope provided, send the duly completed, signed and dated (on the back) voting instruction form by mail. By Phone: Call 1-800-474-7493 (for service in English) or 1-800-474-7501 (for service in French). By Fax: Send the duly completed, signed and dated voting instruction form by fax to 905-507-7793 or 514-281-8911 Your intermediary must receive your instructions by 9:30 a.m. (Eastern) on March 30, 2021, one business day before the proxy deposit date, which is March 31, 2021. Refer to the instructions on your voting instruction form.	You must follow the instructions on the form of proxy you received and return it using one of the following methods: By Internet: If you hold a share certificate, go to the following website: www.astvotemyproxy.com and vote using the control number located on your form of proxy If you hold your shares via the DRS, go to the following website: www.investorvote.com/TDM and vote using the control number located on your form of proxy. Voting will be available until 9:30 a.m. (Eastern) on March 31, 2021. By Email: If you hold a share certificate, you can vote by email by completing, signing and dating the proxy, and then scanning and emailing both sides to proxyvote@astfinancial.com. If you hold your shares via the DRS, email voting is not available. By Fax: You can vote by completing, signing and dating (on the back) the form of proxy and sending it by fax to: • if you hold a share certificate, 416-368-2502 or 1-866-781-3111 (toll-free in Canada and the United States) • if you hold your shares via the DRS, 1-866-405-9259. By Mail: If you hold a share certificate or hold your shares via DRS, using the envelope provided, send the duly completed, signed and dated (on the back) form of proxy by mail. To be valid, your form of proxy must be received by your transfer agent by 9:30 a.m. (Eastern) on March 31, 2021, the proxy deposit date.
To vote via Internet during the virtual meeting	If you wish to exercise your voting rights during the virtual meeting, you will need to appoint yourself as proxyholder and register by following these instructions.	If you wish to exercise your voting rights during the virtual meeting, do not complete the form of proxy or return it.

	Beneficial Shareholders	Registered Shareholders
	Step 1: To register as your proxyholder, either: (a) insert your name as proxyholder in the space provided for this purpose on the enclosed voting instruction form that you received; sign and date the form (do not complete the voting section) and return it in the envelope provided or as otherwise indicated by your intermediary; or (b) if your intermediary makes this option available, go to www.proxyvote.com and enter the control number listed on the voting instruction form that you received, and insert your name in the “Change Appointee” section on the voting site. In some cases, your intermediary may send you additional documentation that must also be completed in order for you to vote. Your intermediary must receive your instructions by 9:30 a.m. (Eastern) on March 30, 2021, one business day before the proxy deposit date, which is March 31, 2021. Refer to the instructions on your voting instruction form for more details. Step 2: Contact AST at 1-866-751-6315 or (212) 235-5754 no later than 3:00 p.m. (Eastern) on March 31, 2021 to obtain a control number, which you will need in order to attend and vote at the virtual meeting. Step 3: Once you have registered as a proxyholder and obtained a control number from AST, you must follow these instructions on the day of the meeting. We recommend that you begin at least 15 minutes in advance of the meeting: 1. Log into the virtual meeting by following the details made available at www.td.com/annual-meeting/2021. 2. Click on the webcast link 3. Select “Proxyholder” under the “Relationship to Bank” header on the webcast registration page and complete the requested information. 4. Once you are logged in, click the “Vote” link located on the top menu bar. 5. Once the separate browser window opens, register to vote by entering the 13-digit control number (obtained from AST per Step 2 above). 6. Enter the password TD2021 (case sensitive) 7. Then follow the instructions to vote when prompted.	You must follow these instructions on the day of the meeting. We recommend that you begin at least 15 minutes in advance of the meeting: 1. Log into the virtual meeting by following the details made available at www.td.com/annual-meeting/2021. 2. Click on the webcast link 3. Select “Shareholder” under the “Relationship to Bank” header on the webcast registration page and complete the requested information. 4. Once you are logged in, click the “Vote” link located on the top menu bar. 5. Once the separate browser window opens, register to vote by entering the 13-digit control number (found on the form of proxy that accompanied this circular). 6. Enter the password TD2021 (case sensitive). 7. Then follow the instructions to vote when prompted.
Caution regarding live voting at the virtual webcast meeting	Once you log into the virtual meeting and accept the terms and conditions, if you proceed to vote during the virtual meeting on one or more of the matters submitted for a vote at the meeting, you will be agreeing to revoke all previously submitted proxies for the meeting in respect of such matter or matters. You must ensure you are connected to the Internet at all times during the meeting in order to vote when polling is commenced on the resolutions put before the meeting.
Changing your vote	Please contact your intermediary for instructions on how to revoke your voting instructions.	If you have signed and returned the enclosed form of proxy, you may revoke it by delivering written notification to the

					Beneficial Shareholders				Registered Shareholders
									bank’s corporate secretary in any of the ways indicated on the enclosed form of proxy not later than 5:00 p.m. (Eastern) on March 31, 2021 or in any other way permitted by law. Your written notification must state clearly that you wish to revoke the proxy. If you voted online in advance of the meeting and you wish to change your voting instructions, please proceed to re-enter your vote using your control number by following the instructions on the form of proxy you received and using any of the methods listed above.

	Beneficial Shareholders (Canada only)				Beneficial Shareholders (U.S. only)				Registered Shareholders
	You will need to appoint your designee as proxyholder and register by following these instructions. Step 1: To register your proxyholder, either: (a) insert your designee’s name as proxyholder in the space provided for this purpose on the voting instruction form that you received; sign and date the form (do not complete the voting section) and return it in the envelope provided or as otherwise indicated by your intermediary; or (b) if your intermediary makes this option available, go to www.proxyvote.com and enter your control number listed on the enclosed voting instruction form and insert your designee’s name in the “Change Appointee” section on the voting site. In some cases, your intermediary may send you additional documentation that must also be completed in order for your designee to vote. Your intermediary must receive your instructions by 9:30 a.m. (Eastern) on March 30, 2021, one business day before the proxy deposit date, which is March 31, 2021. Refer to the instructions on your voting instruction form for more details. Step 2: Your proxyholder must contact AST at 1-866-751-6315 or (212) 235-5754 by 3:00 p.m. (Eastern) on March 31, 2021 to obtain a control number to attend the meeting. Step 3: Once you have registered your designee as proxyholder and				You will need to appoint your designee as proxyholder and register by following these instructions. Step 1: To register your proxyholder: Check the box “To attend the virtual meeting and vote these shares at the meeting” on the voting instruction form provided by your intermediary and return the voting instruction form in a manner permitted by your intermediary thereby requesting a legal proxy to be sent to you. Please follow your intermediary’s instructions and deadline to obtain a legal proxy. Once the legal proxy is obtained from your intermediary, please forward the document to AST no later than 9:30 a.m. (Eastern) on March 30, 2021. Step 2: Your proxyholder must contact AST at 1-866-751-6315 or (212) 235-5754 by 3:00 p.m. (Eastern) on March 31, 2021 to obtain a control number to attend the meeting. Step 3: Once you have registered your designee as proxyholder and your proxyholder has obtained a control number from AST, your proxyholder must follow these instructions on the day of the meeting. We recommend that your proxyholder begin at least 15 minutes in advance of the meeting: 1. Log into the virtual meeting by following the details made available at www.td.com/annual-meeting/2021.				If you wish to appoint a designee to represent you and vote online at the virtual meeting, you must follow the following steps: Step 1: Appoint your proxyholder by entering their name in the space provided for this purpose on the form of proxy that you have received, and returning the form of proxy by 9:30 a.m. (Eastern) on March 30, 2021 using one of the methods mentioned above under “To vote in advance of the virtual meeting”. Step 2: Your proxyholder must contact AST at 1-866-751-6315 or (212) 235-5754 by 3:00 p.m. (Eastern) on March 31, 2021 to obtain a control number to attend the meeting. Step 3: Once you have registered your designee as a proxyholder and your proxyholder has obtained a control number from AST, your proxyholder must follow these instructions on the day of the meeting. We recommend that your proxyholder begin at least 15 minutes in advance of the meeting: 1. Log into the virtual meeting by following the details made available at www.td.com/annual-meeting/2021. 2. Click on the webcast link 3. Select “Proxyholder” under the “Relationship to Bank” header on the webcast registration page and complete the requested information.

	Before the Meeting	After the Meeting
Registered Shareholders (Certificate)	Go to www.astvotemyproxy.com and use the control number provided on your form of proxy.	Sign-up for e-delivery at https://ca.astfinancial.com/edelivery or by contacting AST (contact information is provided on page 107 of this circular) for further instructions.
Registered Shareholders (DRS)	Go to www.investorvote.com/TDM and use the control number provided on your form of proxy.	Sign-up for e-delivery at www.computershare.com/investor or by contacting Computershare (contact information is provided on page 107 of this circular) for further instructions.
Beneficial Owners	Go to www.proxyvote.com and use the control number provided on your voting instruction form.	Contact your intermediary for further instructions.

	Fees Paid to Ernst & Young LLP
($ millions)	2020		2019		2018
Audit fees(1)		28.3		26.4		26.5
Audit-related fees(2)		1.3		1.5		1.4
Tax fees(3)		1.5		1.8		2.7
All other fees(4)		1.7		0.5		1.8
Total(5)		32.8		30.2		32.3

	Key Areas of Expertise/Experience
	• Financial Services • Legal/Regulatory			• Operational Excellence • Risk Management			• Talent Management & Executive Compensation

Equity Ownership
Year(1)	Common Shares	DSUs(2)	Total Common Shares and DSUs	Total Value of Common Shares and DSUs(3)	Amount Exceeding SOR	Total as a Multiple of SOR(1)
2021	2,400	64,621	67,021	$4,820,150	$4,145,150	7.14
2020	2,400	57,726	60,126	$4,378,977	$3,703,977	6.49

	Key Areas of Expertise/Experience
	• Audit/Accounting • Capital Markets/Treasury			• Corporate Responsibility for Environmental and Social Matters • Government/Public Affairs			• Risk Management

	Key Areas of Expertise/Experience
	• Audit/Accounting • Financial Services			• Government/Public Affairs • Marketing/Brand Awareness			• Risk Management

	Key Areas of Expertise/Experience
	• Capital Markets/Treasury • Financial Services			• Government/Public Affairs • Legal/Regulatory			• Talent Management & Executive Compensation

	Key Areas of Expertise/Experience
	• Audit/Accounting • Corporate Responsibility for Environmental and Social Matters			• Financial Services • Risk Management			• Technology Management

	Key Areas of Expertise/Experience
	• Capital Markets/Treasury • Financial Services			• Insurance • Risk Management			• Talent Management & Executive Compensation

	Key Areas of Expertise/Experience
	• Audit/Accounting • Capital Markets/Treasury			• Financial Services • Marketing/Brand Awareness			• Risk Management

	Key Areas of Expertise/Experience
	• Capital Markets/Treasury • Marketing/Brand Awareness			• Operational Excellence • Talent Management & Executive Compensation			• Technology Management

	Key Areas of Expertise/Experience
	• Audit/Accounting • Capital Markets/Treasury			• Financial Services • Operational Excellence			• Risk Management

Annual Cash Retainer	2020
Board Chair(1)		$	222,500
Other directors(2)		$	112,500
Equity Award(3)
Board Chair		$	222,500
Other directors		$	112,500
Additional Committee Membership Fees
Chair of a board committee(4)		$	52,500
Additional committee memberships(5)		$	15,000
Special board and committee meeting fee(6)		$	1,500

	Fees Earned
Name(1)	Annual Cash Retainer ($)		Additional Committee ($)		Special Meetings(2) ($)		Committee Chair ($)		Travel Allowance ($)		Total Annual Fees(3) ($)		Share-based Awards(4) ($)		All Other Compensation(5) ($)		Total(6) ($)
William E. Bennett(7)(8)		56,250		7,500		2,500		26,250		10,000		102,500		—		124,444		226,944
Amy W. Brinkley(8)		112,500		15,000		10,500		30,625		20,000		188,625		112,500		312,221		613,346
Brian C. Ferguson		112,500		—		5,500		—		20,000		138,000		112,500		—		250,500
Colleen A. Goggins		112,500		—		4,500		—		20,000		137,000		112,500		—		249,500
Mary Jo Haddad(7)		56,250		—		—		—		—		56,250		—		—		56,250
Jean-René Halde		112,500		—		4,000		—		10,000		126,500		112,500		—		239,000
David E. Kepler		112,500		7,500		7,500		—		20,000		147,500		112,500		—		260,000
Brian M. Levitt		222,500		—		—		—		—		222,500		222,500		—		445,000
Alan N. MacGibbon(8)		112,500		15,000		14,000		52,500		—		194,000		112,500		345,831		652,331
Karen E. Maidment(9)		112,500		15,000		10,500		52,500		—		190,500		112,500		5,000		308,000
Irene R. Miller		112,500		—		5,500		—		20,000		138,000		112,500		—		250,500
Nadir H. Mohamed		112,500		—		—		—		—		112,500		112,500		—		225,000
Claude Mongeau		112,500		—		5,500		—		10,000		128,000		112,500		—		240,500
S. Jane Rowe(10)		65,625		—		—		—		—		65,625		112,500		—		178,125

Name	Annual Cash Retainer	Committee Chair Fees	Other Annual Fees
William E. Bennett	100% cash	50% cash	100% cash
Amy W. Brinkley	100% cash	50% cash	100% cash
Mary Jo Haddad	40% cash	N/A	40% cash
David E. Kepler	100% cash	N/A	100% cash
Alan N. MacGibbon	N/A	50% cash	100% cash
Karen E. Maidment	100% cash	50% cash	100% cash

	Peer Group				Reference Group
	• Bank of Montreal • Canadian Imperial Bank of Commerce • Royal Bank of Canada • The Bank of Nova Scotia				• BCE Inc. • Canadian National Railway Company • Canadian Natural Resources Limited • Enbridge Inc. • Imperial Oil Limited				• Manulife Financial Corporation • National Bank of Canada • Sun Life Financial Inc. • Suncor Energy Inc. • TC Energy Corporation

	Summary of Responsibilities	2020 ESG Engagement
Board of Directors	• Approves TD’s strategy and business objectives and oversees the implementation, execution and monitoring of performance including with respect to TD’s corporate citizenship and E&S strategy and objectives • Approves TD’s Risk Appetite Statement and related measures, including E&S risks • Oversees TD’s risk culture and the identification and monitoring of top and emerging risks affecting TD and satisfies itself as to the effective management of those risks in accordance with TD’s Risk Appetite Statement and Enterprise Risk Framework including E&S Risk • Sets the tone for, and oversees the establishment of TD’s culture of integrity and compliance through its Code of Conduct and Ethics, its Culture Framework and Conduct Risk Management Policy For further information, refer to TD’s Board Charter.	• Overview of TD’s ESG Framework, Strategy and Priorities including the evolving landscape • Regular reviews of TD’s enterprise Risk Dashboard including E&S Risk (a Top Risk) • Approved TD’s Slavery and Human Trafficking Statement • Updates on TD’s Inclusion & Diversity Leadership Council • Update on the TD Ready Advice program • Annual update on TD’s Cybersecurity program • The Board also received reports from the Committee Chairs after each Committee meeting regarding the Committees’ activities including those described below.
Corporate Governance Committee (CGC)	• Oversees and monitors TD’s alignment with its purpose and its strategy, performance and reporting on corporate responsibility and E&S matters including: — Keeps abreast of trends and best practices in disclosure of E&S matters — Updates the Board on E&S issues — Reviews TD’s Statement on Human Trafficking and Slavery • Develops and recommends to the Board corporate governance principles, including Code of Conduct and Ethics, to foster a healthy governance culture • Oversees enterprise-wide conduct risk • Oversees directors’ continuing education including with respect to corporate citizenship and ESG • Oversees shareholder engagement practices For further information, refer to TD’s Corporate Governance Committee Charter.	• Update on ESG reporting, strategy and performance and reviewed TD’s ESG Report • Update on climate analysis • Reviewed TD’s Code of Conduct and Ethics and attestation process report • Reviewed annual report on shareholder feedback • Report on ESG-related shareholder resolutions • Report on TD’s Culture and Integrity and update on the evolution of TD’s Culture Framework • Updates and quarterly reports on Enterprise Conduct Risk Management • In the course of 17 meetings with institutional shareholders in 2020, the Board/CGC Chair and HRC Chair discussed ESG matters raised by shareholders. • TD’s Investor Relations and Corporate Citizenship teams held 23 ESG-related meetings with shareholders

	Summary of Responsibilities	2020 ESG Engagement
Risk Committee	• Approves TD’s Enterprise Risk Framework (ERF) and its major risks as set out in the ERF • Reviews and recommends TD’s Risk Appetite Statement for approval by the Board and oversees management of its risk profile and performance against its risk appetite including reviewing and approving significant risk management frameworks and policies • Provides a forum for analysis of enterprise risk trends and current and emerging risks including E&S risks For further information, refer to TD’s Risk Committee Charter	• Regular reviews of TD’s enterprise Risk Dashboard including E&S Risk (a Top Risk) • Regular updates on monitoring of climate-related risk and potential impacts on TD’s operations • Deep-dive report on TD’s E&S risk management
Human Resources Committee (HRC)	• Satisfies itself that the bank’s people strategy, organization structure and compensation strategies, plans, policies and practices, are consistent with the sustainable achievement of the bank’s strategic ambitions, business objectives, prudent management of its operations and risks, and safeguarding of its unique and inclusive culture • Reviews and approves the bank’s Culture Framework • Satisfies itself that the bank has policies and programs in place to support a healthy and safe workplace and business environment for employees, and to promote employee well-being For further information, refer to TD’s Human Resources Committee Charter.	• Monitored the response to the ongoing implications of the pandemic on colleagues • Reviewed inclusion and diversity strategy, performance and initiatives • Approved the bank’s Culture Framework and monitored indicators of culture, including reports on ethical conduct and respectful workplace behavior • Incorporated additional ESG metrics into the Executive Compensation Framework for the bank’s Senior Executive Team • In the course of 17 meetings with institutional shareholders in 2020, the Board/CGC Chair and HRC Chair discussed ESG matters raised by shareholders
Audit Committee	• Oversees financial reporting and the effectiveness of internal control systems and processes in the areas of reporting (financial, operational and risk) and operations • Oversees the internal audit division of the bank For further information, refer to TD’s Audit Committee Charter	• Updates from the bank’s Chief Auditor on the effectiveness of reporting and key internal controls with respect to top and emerging risks including E&S and climate risk


	Brian Levitt Board Chair			Karen Maidment Chair of the Human Resources Committee

	CEO and Senior Officers			• monitoring the performance of the bank through the pandemic and considering the impact of the pandemic on the executive compensation framework • reviewing and recommending performance objectives for the CEO, evaluating performance against these objectives, and recommending compensation for the CEO to the board of directors for approval • discussing the performance of members of the SET, and approving their compensation • participating in a joint session with the risk committee to obtain information to appropriately consider risk when determining year-end variable compensation pools for executives and the funds available for other material incentive plans • reviewing and approving the addition of ESG metrics into the 2021 ECP for members of the SET • overseeing the talent management and succession planning process for the CEO and other senior executives, including new enterprise talent management practices and senior executive development, and approving the succession plans for members of the SET and heads of key control functions
	Employee Total Rewards			• reviewing actions taken to reward and recognize non-executive employees for their efforts on behalf of the bank and its customers during the pandemic, and initiatives taken to mitigate the impact of the pandemic on compensation for employees where appropriate • monitoring the compensation outcomes for executives relative to the outcomes for non-executive employees, including with respect to the business performance factors used to determine year-end variable compensation awards and year-end base salary increase budgets • reviewing the results of a detailed statistical analysis of compensation, which found that women earned more than 99 cents for every dollar earned by men and that visible minorities/minorities earned more than 99 cents for every dollar earned by non-visible minorities/white employees, after adjusting for factors such as level, geography and role • monitoring the bank’s approach to variable compensation plan design and governance, including consideration of conduct risk • reviewing and approving changes to the bank’s material incentive plans, and approving the aggregate compensation awards under the bank’s pool-based material incentive plans • reviewing a report detailing adjustments made to performance assessments and compensation decisions as a result of risk, control or misconduct issues identified during the year

	2020			2019
Executive Compensation-Related Fees(1)		$	323,641		$	231,680
All Other Fees	—			—

Where to Find It	Page
Approach to Executive Compensation
• Executive Compensation Principles		35
• Elements of Executive Compensation		35
• How the Executive Compensation Plan Works		36
• ESG and Executive Compensation		43
2020 Performance and Compensation
• Evaluating Business Performance in 2020		45
• Evaluating Individual Performance in 2020		47
• Summary Compensation Table		54
• Incentive Plan Awards		55
• Bank Performance and Executive Compensation		57
Additional Disclosure
• Approach to Employee Total Rewards		58
• Alignment to Financial Stability Board Principles and Risk Management Practices		59
• Material Risk Takers		63
• Retirement Plan Benefits		64
• Termination and Change of Control Benefits		68
• Stock Options		70

	(millions of Canadian dollars)
	Net income — adjusted					9,968
	After tax adjustments of items of note
	Amortization of intangibles(1)					(225)
	Net gain on the sale of the Bank’s investment in TD Ameritrade(2)					2,250
	Charges associated with the acquisition of Greystone(3)					(98)
	Total adjustments for items of note					1,927
	Net income — reported					11,895

Benchmark Companies For 2020, ROTCE and relative performance were assessed against the four other large Canadian banks that are most similar to the bank in size and scope of operations. The table compares the bank and the peer companies on key size metrics including assets, revenue and market capitalization. Note: Revenue is for the 2020 fiscal year, assets and market capitalization are as of October 31, 2020.
	($ billions) Peer Companies	Total Assets		Revenue		Market Capitalization
	Bank of Montreal		949.3		25.2		51.2
	Canadian Imperial Bank of Commerce		769.6		18.7		44.4
	Royal Bank of Canada		1,624.5		47.2		132.5
	The Bank of Nova Scotia		1,136.5		31.3		67.1

	TD		1,715.9		43.6		106.7
	TD’s rank (out of 5)		1		2		2