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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrantý
Filed by a Party other than the Registranto
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


RITE AID CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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June 7, 2019
Dear Fellow Stockholders:

On behalf of the Board of Directors (the "Board") of Rite Aid Corporation ("Rite Aid" or the "Company"), I want to take this opportunity to invite you to attend our 2019 Annual Meeting of Stockholders. The meeting will be held at 8:30 a.m., local time, on Wednesday, July 17, 2019, at the office of Skadden, Arps, Slate Meagher & Flom LLP, Four Times Square, New York, NY 10036. At the meeting, stockholders will vote on the proposals set forth in the Notice of Annual Meeting and the accompanying proxy statement.

At Rite Aid, we remain focused on taking actions to best position the Company to create long-term value for stockholders. These include actions to use our unique capabilities to help payors deliver a high level of care to patients, to re-imagine our front end to offer the selection of products and services that meet the needs of our target customers and to transform our processes and procedures to ensure strong cost discipline and achieve peak operational efficiency.

Our actions to create long-term value for stockholders include our efforts to enhance the quality of our Board by bringing in fresh perspectives and valuable expertise and experience. A majority of Rite Aid directors have joined the Board in the past eight months, with Bob Knowling, Lou Miramontes and Arun Nayar joining in October 2018 and Busy Burr and Kate Quinn joining in April 2019. In addition to their wealth of knowledge and experience, these changes to our Board bring a diversity of thought, as well as enhance our Board's gender, racial, and ethnic diversity.

As we have said previously, one of the Board's most important tasks is choosing the Company's Chief Executive Officer. In March, we announced a leadership transition and organizational restructuring to better align the structure and leadership of Rite Aid with its present scale. As part of this transition, we are currently in the process of searching for a new CEO. The Board recognizes the significance of this task and is conducting its process in a thoughtful and deliberate manner.

Both before and since the 2018 Annual Meeting, we have increased our efforts to engage with many of our larger stockholders and we value the input they have provided. In response to votes held at the 2018 Annual Meeting and engagement thereafter, we have enhanced our corporate governance structures by requiring the separation of the Chairman of the Board and CEO positions and by providing stockholders with the right to call special meetings.

With respect to executive compensation, we took steps to further align pay and performance, including increasing the emphasis on performance-based (rather than time-based) long-term incentives for fiscal 2019 and refining our peer group for fiscal 2020 to, among other things, remove industry peers that are no longer appropriate data points given their significantly larger scope of operations.

We continue our efforts to ensure that Rite Aid's business is operated in a sustainable and socially responsible manner. In addition to moving forward on the sustainability and opioid-related reports that stockholders voted for at the 2018 Annual Meeting, in April 2019, we announced enhanced efforts to promote responsible access to tobacco products by increasing the age to purchase tobacco products to 21 and removing e-cigarettes and vaping products chain-wide. We are also continuing to enforce our chain-wide "ID All" policy that requires identification to purchase age-restricted items, including tobacco products. The Board continues to receive reports from management on sustainability and opioid-related matters.

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As referenced above and described further in the accompanying proxy statement, we at Rite Aid have taken or are in the process of taking the actions that we said we would take—refreshing our Board, reinvigorating our corporate governance practices and policies, assessing management's performance, aligning pay for performance, overseeing the development of strategic initiatives, and being responsive to issues raised by our stockholders. We look forward to continuing to engage with you.

Your vote is important to us. Please vote as soon as possible even if you plan to attend the Annual Meeting. We appreciate your continued ownership of Rite Aid shares and your support.


		Sincerely,

		Bruce G. Bodaken Chairman of the Board

Refer to the section titled "Cautionary Statement Regarding Forward-Looking Statements" for a discussion of risks and uncertainties that could cause actual results to differ materially from those projected.

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RITE AID CORPORATION
P.O. BOX 3165
HARRISBURG, PENNSYLVANIA 17105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on ~~June 22, 2016~~July 17, 2019

To Our Stockholders:


What:	Our ~~2016~~2019 Annual Meeting of Stockholders
When:	~~June 22, 2016~~July 17, 2019 at 8:30 a.m., local time
Where:	Office of Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036
Why:	At this Annual Meeting, stockholders will be asked to:
		1.	Elect ~~nine~~eight directors to hold office until the ~~2017~~2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
		2.	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm;
		3.	Approve, on an advisory basis, the compensation of our named executive officers as presented in the proxy statement;
		4.	Consider and vote on a stockholder proposal, if properly presented at the Annual Meeting; and
		4.5.	Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The close of business on ~~April 26, 2016~~June 6, 2019 has been fixed as the record date for determining those Rite Aid stockholders entitled to vote at the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will receive this notice of, and be eligible to vote at, the Annual Meeting and any adjournment or postponement of the Annual Meeting. The above items of business for the Annual Meeting are more fully described in the proxy statement accompanying this notice.

Your vote is important. Please read the proxy statement and the instructions on the enclosed proxy card and then, whether or not you plan to attend the Annual Meeting in person, and no matter how many shares you own, please submit your proxy promptly by telephone or via the Internet in accordance with the instructions on the enclosed proxy card, or by completing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting in person at the Annual Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs.

You may revoke your proxy at any time before the vote is taken by delivering to the Secretary of Rite Aid a written revocation or a proxy with a later date (including a proxy by telephone or via the Internet) or by voting your shares in person at the Annual Meeting, in which case your prior proxy would be disregarded.


		By order of the Board of Directors

		James J. Comitale Secretary Camp Hill, Pennsylvania ~~May 13, 2016~~June 7, 2019

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		Page

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			1
STOCKHOLDER ENGAGEMENT, MANAGEMENT TRANSITION, AND BOARD REFRESHMENT			7
PROPOSAL NO. 1 ELECTION OF DIRECTORS			79
BOARD OF DIRECTORS			79
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ~~2016~~2019			1925
PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			2126
PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			2227
STOCKHOLDER PROPOSAL			28
PROPOSAL NO. 4 STOCKHOLDER PROPOSAL—SEEKING A BY-LAW AMENDMENT FOR A 10% OWNERSHIP THRESHOLD FOR STOCKHOLDERS TO CALL SPECIAL MEETINGS			28
EXECUTIVE OFFICERS			2331
EXECUTIVE COMPENSATION			2533
COMPENSATION DISCUSSION AND ANALYSIS			2533
COMPENSATION COMMITTEE REPORT			4053
SUMMARY COMPENSATION TABLE			4154
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2019			55
EXECUTIVE EMPLOYMENT AND SEPARATION AGREEMENTS			4556
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ~~2016~~2019 YEAR-END			4757
OPTION EXERCISES AND STOCK VESTED TABLE FOR FISCAL YEAR ~~2016~~2019			4858
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ~~2016~~2019			4858
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			4858
PAY RATIO DISCLOSURE			65
AUDIT COMMITTEE REPORT			5567
EQUITY COMPENSATION PLAN INFORMATION			5769
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			5769
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			57
~~CHANGES IN CONTROL~~			5970
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			6071
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			6072
STOCKHOLDER PROPOSALS FOR THE ~~2017~~2020 ANNUAL MEETING OF STOCKHOLDERS			6073
INCORPORATION BY REFERENCE			6274
OTHER MATTERS			6274
IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS			6274
ANNUAL REPORT			6275
APPENDIX ~~A: FINANCIAL MEASURES~~A			A-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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RITE AID CORPORATION
P.O. BOX 3165
HARRISBURG, PENNSYLVANIA 17105

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on ~~June 22, 2016~~July 17, 2019

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on ~~June 22, 2016:~~July 17, 2019:

The proxy statement and annual report, as well as the Company's proxy card, are available at
www.proxyvote.com.

This proxy statement is being furnished to you by the Board of Directors (the "Board" or "Board of Directors") of Rite Aid Corporation (the "Company" or "Rite Aid") to solicit your proxy to vote your shares at our ~~2016~~2019 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held on ~~June 22, 2016~~July 17, 2019 at 8:30 a.m., local time, at the office of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036.

This proxy statement, the foregoing notice and the accompanying proxy card are first being ~~made available~~mailed on or about ~~May 13, 2016~~June 7, 2019 to all holders of our common stock, par value $1.00 per share, entitled to vote at the Annual Meeting. At Rite Aid and in this proxy statement, we refer to our employees as associates.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Who is entitled to vote at the Annual Meeting?

Holders of Rite Aid common stock as of the close of business on the record date, ~~April 26, 2016,~~June 6, 2019, will receive notice of, and be eligible to vote at, the Annual Meeting and any adjournment or postponement of the Annual Meeting. At the close of business on the record date, Rite Aid had outstanding and entitled to vote ~~1,048,650,575~~53,828,701 shares of common stock. No other shares of Rite Aid capital stock are entitled to notice of and to vote at the Annual Meeting.

What matters will be voted on at the Annual Meeting?

There are ~~three~~four proposals that are scheduled to be considered and voted on at the Annual Meeting:

•: Proposal No. 1: Elect ~~nine~~eight directors to hold office until the ~~2017~~2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
•: Proposal No. 2: Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm; ~~and~~
•: Proposal No. 3: Conduct an advisory vote to approve the compensation of our named executive officers as presented in this proxy ~~statement.~~statement; and
•: Proposal No. 4: Consider a stockholder proposal seeking a By-Law amendment for a 10% ownership threshold for stockholders to call special meetings.

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Stockholders will also be asked to consider and vote at the Annual Meeting on any other matter that may properly come before the Annual Meeting or any adjournment or postponement of the

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Annual Meeting. At this time, the Board of Directors is unaware of any matters, other ~~matters~~than those set forth above, that may properly come before the Annual Meeting.

What are the Board's voting recommendations?

The Board recommends that you vote "FOR" the nominees of the Board in the election of directors, "FOR" the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm, ~~and~~ "FOR" the approval, on an advisory basis, of the compensation of our named executive officers as presented in this proxy ~~statement.~~statement, and "AGAINST" the stockholder proposal.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Broadridge ~~Financial Solutions, Inc.,~~Corporate Issuer Services, you are considered the "stockholder of record" with respect to those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee, those shares are held in "street name" and you are considered the "beneficial owner" of the shares. As the beneficial owner of those shares, you have the right to direct your broker, bank, or nominee how to vote your shares, and you will receive separate instructions from your broker, bank, or other holder of record describing how to vote your shares.

How can I vote my shares before the Annual Meeting?

If you hold your shares in your own name, you may submit a proxy by telephone, via the Internet, or by mail.

•: Submitting a Proxy by Telephone: You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Daylight Time on ~~June 21, 2016,~~July 16, 2019, by calling the toll-free telephone number on the enclosed proxy card, 1-800-690-6903. Telephone proxy submission is available 24 hours a day. Easy-to-follow voice prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. Our telephone proxy submission procedures are designed to authenticate ~~stockholders~~stockholders' identities by using individual control numbers.
•: Submitting a Proxy via the Internet: You can submit a proxy for your shares via the Internet until 11:59 p.m. Eastern Daylight Time on ~~June 21, 2016,~~July 16, 2019, by accessing the website listed on the enclosed proxy card,www.proxyvote.com, and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day. As with telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded.
•: Submitting a Proxy by Mail: If you choose to submit a proxy for your shares by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

By casting your vote in any of the three ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions. You may also attend the Annual Meeting and vote in person.

If your shares are held in the name of a bank, broker, or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. The availability of telephonic or Internet voting will depend on the bank's, broker's, or ~~broker's~~other nominee's voting process. Please check with your bank, broker, or ~~broker~~other nominee and follow the voting procedures your bank, broker, or ~~broker~~other nominee provides to vote your shares. Also, please note that if the holder of record of

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your shares is a bank, broker, or other nominee and you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker, or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting; otherwise, you will not be able to vote in person at the Annual Meeting.

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If I am the beneficial owner of shares held in "street name" by my broker, will my broker automatically vote my shares for me?

New York Stock Exchange ("NYSE") rules applicable to brokers grant your broker discretionary authority to vote your shares without receiving your instructions on certain matters. Your broker has discretionary voting authority under NYSE rules to vote your shares on the ratification of Deloitte & Touche LLP as our independent registered public accounting firm. However, unless you provide voting instructions to your broker, your broker does not have discretionary authority to vote on the election of directors, ~~and~~ the advisory vote on the compensation of our named executive ~~officers.~~officers, and the vote on the stockholder proposal.Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

How will my shares be voted if I give my proxy but do not specify how my shares should be voted?

If you provide specific voting instructions, your shares will be voted at the Annual Meeting in accordance with your instructions. If you hold shares in your name and sign and return a proxy card without giving specific voting instructions, your shares will be voted "FOR" the nominees of the Board in the election of directors, "FOR" the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm, ~~and~~ "FOR" the approval, on an advisory basis, of the compensation of our named executive ~~officers.~~officers, and "AGAINST" the stockholder proposal.

Could other matters be decided at the Annual Meeting?

At this time, we are unaware of any matters, other than those set forth above, that may properly come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Annual Meeting or any adjournment or postponement of the Annual Meeting, will be deemed authorized to vote or otherwise act on such matters in accordance with their judgment.

Who may attend the Annual Meeting?

All stockholders are invited to attend the Annual Meeting. Persons who are not stockholders may attend only if invited by the Board of Directors. If you are the beneficial owner of shares held in the name of your broker, bank, or other nominee, you must bring proof of ownership (e.g., a current broker's statement) in order to be admitted to the meeting. You can obtain directions to the Annual Meeting by contacting our Investor Relations Department at (717) 975-3710.

Can I vote in person at the Annual Meeting?

Yes. If you hold shares in your own name as a stockholder of record, you may come to the Annual Meeting and cast your vote at the meeting by properly completing and submitting a ballot.If you are the beneficial owner of shares held in the name of your broker, bank, or other nominee, you must first obtain a legal proxy from your broker, bank, or other nominee giving you the right to vote those shares and submit that proxy along with a properly completed ballot at the meeting; otherwise, you will not be able to vote in person at the Annual Meeting.

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How can I change my vote?

You may revoke your proxy at any time before it is exercised by:

•: Delivering to the Secretary a written notice of revocation, dated later than the proxy, before the vote is taken at the Annual Meeting;
•: Delivering to the Secretary an executed proxy bearing a later date, before the vote is taken at the Annual Meeting;

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•: Submitting a proxy on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted), before 11:59 p.m. Eastern Daylight Time on ~~June 21, 2016;~~July 16, 2019; or
•: Attending the Annual Meeting and voting in person (your attendance at the Annual Meeting, in and of itself, will not revoke the proxy).

Any written notice of revocation, or later dated proxy, should be delivered to:

Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: James J. Comitale, Secretary

Alternatively, you may hand deliver a written revocation notice, or a later dated proxy, to the Secretary at the Annual Meeting before we begin voting.

If your shares of Rite Aid common stock are held by a bank, broker, or other nominee, you must follow the instructions provided by the bank, broker, or other nominee if you wish to change your vote.

What is an "abstention" and how would it affect the vote?

An "abstention" occurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. Abstentions are counted as present for purposes of determining a quorum. An abstention with respect to the election of directors is neither a vote cast "for" a nominee nor a vote cast "against" the nominee and, therefore, will have no effect on the outcome of the vote. Abstentions with respect to the ratification of Deloitte & Touche LLP as our independent registered public accounting firm, ~~and~~ the advisory vote on compensation of our named executive officers, and the vote on the stockholder proposal will have the same effect as voting "against" the proposal.

What is a broker "non-vote" and how would it affect the vote?

A broker non-vote occurs when a broker or other nominee who holds shares for the beneficial owner is unable to vote those shares for the beneficial owner because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares. Brokers will have discretionary voting power to vote shares for which no voting instructions have been provided by the beneficial owner only with respect to the ratification of Deloitte & Touche LLP as our independent registered public accounting firm. Brokers will not have such discretionary voting power to vote shares with respect to the election of directors, ~~and~~ the advisory vote on the compensation of our named executive ~~officers.~~officers, and the vote on the stockholder proposal. Shares that are the subject of a broker non-vote are included for quorum purposes, but a broker non-vote with respect to a proposal will not be counted as a vote cast and will not be counted as a vote represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote. Accordingly, it is particularly important that beneficial owners of Rite Aid shares instruct their brokers how to vote their shares.

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What are the quorum and voting requirements for the proposals?

In deciding the proposals that are scheduled for a vote at the Annual Meeting, each holder of common stock as of the record date is entitled to one vote per share of common stock. In order to take action on the proposals, a quorum, consisting of the holders of ~~524,325,288~~26,914,351 shares (a majority of the aggregate number of shares of Rite Aid common stock) issued and outstanding and entitled to vote as of the record date for the Annual Meeting, must be present in person or by proxy. This is referred to as a "quorum." Proxies marked "Abstain" and broker non-votes will be treated as shares that are present for purposes of determining the presence of a quorum.

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Proposal No. 1—Election of Directors

The affirmative vote of a majority of the total number of votes cast is required for the election of each director nominee named in Proposal No. 1. This means that the votes cast "for" that nominee must exceed the votes cast "against" that nominee. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the outcome of the vote. For more information on the operation of our majority voting standard, see the section entitled "Board of Directors—Corporate Governance—Majority Voting Standard and Policy."

Proposal No. 2—Ratification of Independent Registered Public Accounting Firm

The affirmative vote of a majority of the shares represented at the meeting and entitled to vote is required for the ratification of Deloitte & Touche LLP as our independent registered public accounting firm in Proposal No. 2. Any shares represented and entitled to vote at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal.

Proposal No. 3—Advisory Vote on Compensation of Named Executive Officers

The affirmative vote of a majority of the shares represented at the meeting and entitled to vote is required for the approval of the advisory vote on the compensation of our named executive officers in Proposal No. 3. Any shares represented and entitled to vote at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Any broker non-votes with respect to the advisory vote on the compensation of our named executive officers will not be counted as shares represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote.

Proposal No. 4—Stockholder Proposal

The affirmative vote of a majority of the shares represented at the meeting and entitled to vote is required for the approval of the stockholder proposal in Proposal No. 4. Any shares represented and entitled to vote at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the stockholder proposal. Any broker non-votes with respect to the stockholder proposal will not be counted as shares represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote.

What happens if a quorum is not present at the Annual Meeting?

If the shares present in person or represented by proxy at the Annual Meeting are not sufficient to constitute a quorum, the stockholders by a vote of the holders of a majority of votes present in person or represented by proxy (which may be voted by the proxyholders) may, without further notice to any stockholder (unless a new record date is set), adjourn the meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

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Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

Who will conduct the proxy solicitation and how much will it cost?

We are soliciting proxies from stockholders on behalf of our Board and will pay for all costs incurred by it in connection with the solicitation. In addition to solicitation by mail, the directors, officers and associates of Rite Aid and its subsidiaries may solicit proxies from stockholders of Rite Aid in person or by telephone, facsimile, or email without additional compensation other than reimbursement for their actual expenses.

We have retained Morrow Sodali, LLC, a proxy solicitation firm, to assist us in the solicitation of proxies for the Annual Meeting. Rite Aid will pay Morrow Sodali a fee of approximately $20,000, plus reasonable out-of-pocket expenses.

Arrangements also will be made with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and we will reimburse such custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses in connection with the forwarding of solicitation materials to the beneficial owners of our stock.

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~~Why did I receive a "Notice of Internet Availability of Proxy Materials" but no proxy materials?~~

We distribute our proxy materials to certain stockholders via the Internet under the "Notice and Access" approach permitted by the rules of the U.S. Securities and Exchange Commission (the "SEC"). This approach expedites stockholders' receipt of proxy materials while conserving natural resources and reducing our distribution costs. On May 13, 2016, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials on the Internet to participating stockholders.

If you have any questions about voting your shares or attending the Annual Meeting, please call our Investor Relations Department at (717) 975-3710.

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STOCKHOLDER ENGAGEMENT, MANAGEMENT TRANSITION, AND BOARD REFRESHMENT

Since the termination of the Albertsons transaction in August 2018 and following the 2018 Annual Meeting, we have engaged in enhanced stockholder outreach efforts. These efforts provided an opportunity for independent directors to hear from stockholders directly regarding their perspectives and concerns. In addition, management has communicated with many retail stockholders and received their feedback. We greatly value the insightful input about the Company that our stockholders have provided in these and other exchanges over the past ten months. The feedback from these efforts has been summarized, shared, and considered by the Nominating and Governance Committee and the full Board.

Investors raised a number of concerns and the Board has taken significant steps to address these items. Specifically, the principal issues raised by our stockholders related to: (1) Board refreshment, (2) an evaluation of management, (3) corporate governance matters, and (4) the Company's sustainability efforts.

New Board Leadership and Composition

In the course of our stockholder engagement meetings over the past ten months, stockholders expressed concerns regarding the lack of Board refreshment in recent years, as well as concerns regarding our Board governance. The Board reviewed its structure in light of the Company's current operating and governance environment and, effective at the 2018 Annual Meeting, Mr. Standley was succeeded as Chairman of the Board by Bruce G. Bodaken. Subsequently, in December 2018, the Board amended the Company's By-Laws to provide that the Chairman of the Board shall be a director who is independent under the NYSE listing standards and the Company's Corporate Governance Guidelines.

The Board has significantly accelerated its efforts to change the composition of the Board. As part of this process, at the 2018 Annual Meeting, three of the eight independent directors did not stand for reelection and the Board nominated three new independent directors. As a continuation of this process, two new directors were appointed by the Board following the resignation of two of our directors in April 2019. The five directors who have joined the Board over the past eight months will continue to bring fresh perspectives to the Board. In addition, Mr. Standley has not been nominated for reelection at the Annual Meeting.

As a result of these changes in the Board's composition, the average tenure of our independent directors has decreased from approximately eight years prior to the 2018 Annual Meeting to approximately four years, with a relatively even distribution among new directors and directors of longer tenure. Through the Board refreshment process, the Board has increased the racial and ethnic diversity on the Board, with half of the Board being racially and ethnically diverse following the Annual Meeting. The Board also made gender diversity a priority as part of its most recent phase of its refreshment, resulting in more than one-third of our Board being women following the Annual Meeting.

Management Transition

One of the Board's most important tasks is choosing the Company's Chief Executive Officer. Following the 2018 Annual Meeting, the Board continued to engage in rigorous and thoughtful evaluation and discussion regarding the Chief Executive Officer and other management positions. In March 2019, the Company announced a leadership transition and organizational restructuring to better align its structure with the Company's operations and to reduce costs. As part of the leadership transition, the Company announced that the Board would be commencing a search process for a new Chief Executive Officer. Mr. Standley will continue to serve as Chief Executive Officer of the Company until the appointment of his successor but has not been nominated for reelection to the Board at the

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Annual Meeting. The Company also announced additional management changes, which were effective in March 2019, and consolidated additional senior leadership roles that resulted in the elimination of certain positions.

Additional Corporate Governance Changes

Since the 2018 Annual Meeting, the Board has considered and taken action with respect to certain corporate governance practices. In discussions with stockholders, some stockholders expressed a desire for Rite Aid stockholders to have the right to call a special meeting. In addition, our Nominating and Governance Committee has been monitoring trends and developments relating to special meeting rights. As a result of these discussions and trends, in April 2019, the Board amended the Company's By-Laws to permit special meetings of the stockholders of the Company to be called by stockholders holding at least 20% of the Company's common stock.

At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a sustainability report describing the Company's environmental, social and governance ("ESG") risks and opportunities. The Company anticipates that a report describing the Company's ESG risks and opportunities will be released prior to the Annual Meeting. Additional details regarding the Company's consideration of sustainability matters and the related business initiatives the Company has undertaken in recent years are described in the section entitled "Board of Directors—Sustainability."

At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a report describing the corporate governance changes the Company has implemented since 2012 to more effectively monitor and manage financial and reputational risks related to the opioid crisis. The Company anticipates that a report describing the Company's approach to oversight of opioid matters will be released by October 1, 2019. Additional details regarding the Company's oversight of opioid matters and the related business initiatives the Company has undertaken in recent years are described in the section entitled "Board of Directors—Opioid Matter Oversight."

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

Our By-Laws provide that the Board of Directors may be composed of up to 15 members, with the number to be fixed from time to time by the Board. The Board has fixed the number of directors at ~~nine,~~eight effective as of the Annual Meeting, and there are ~~nine~~eight nominees for director at our Annual Meeting.

Director Nominees

The Board of Directors, based on the recommendation of the Nominating and Governance Committee, has nominated ~~Joseph B. Anderson, Jr.,~~ Bruce G. Bodaken, ~~David R. Jessick,~~Elizabeth 'Busy' Burr, Robert E. Knowling, Jr., Kevin E. Lofton, ~~Myrtle S. Potter, Michael N. Regan, Frank A. Savage, John T. Standley~~Louis P. Miramontes, Arun Nayar, Katherine Quinn, and Marcy Syms to be elected directors at the Annual Meeting. Each of the nominees for director to be elected at the Annual Meeting currently serves as a director of the Company. ~~In selecting~~ Mr. ~~Anderson~~Standley will continue to serve as ~~a nominee,~~Chief Executive Officer of the ~~Board voted to waive~~Company until the ~~requirement that a nominee~~appointment of his successor but has not ~~yet reached~~been nominated for reelection at the ~~age of 72 because of Mr. Anderson's extensive knowledge and experience, his valuable contributions as a Board member and his leadership as Chair of the Nominating and Governance Committee.~~Annual Meeting.

Each director elected at the Annual Meeting will hold office until the ~~2017~~2020 Annual Meeting of Stockholders. Each director elected at the Annual Meeting will serve until his or her successor is duly elected and qualified.

If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof other nominees are designated, then the persons named in the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for other nominees in accordance with their judgment.

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.

BOARD OF DIRECTORS

The following table sets forth certain information as of ~~April 26, 2016~~May 31, 2019 with respect to our director nominees. If elected, the term of each of the following ~~person's terms~~persons will expire at the ~~2017~~2020 Annual Meeting of Stockholders.

Name
Age Position with Rite Aid Year First
Became
Director
John T. Standley
53 Chairman and Chief Executive Officer 2009
Joseph B. Anderson, Jr.
73 Director 2005
Bruce G. Bodaken
64 Director 2013
David R. Jessick
62 Director 2009
Kevin E. Lofton
61 Director 2013
Myrtle S. Potter
57 Director 2013
Michael N. Regan
68 Director 2007
Frank A. Savage
68 Director 2015
Marcy Syms
65 Director 2005

Name		Position with Rite Aid

Bruce G. Bodaken	67	Chairman	2013
Elizabeth 'Busy' Burr	57	Director	2019
Robert E. Knowling, Jr.	63	Director	2018
Kevin E. Lofton	64	Director	2013
Louis P. Miramontes	64	Director	2018
Arun Nayar	68	Director	2018
Katherine Quinn	54	Director	2019
Marcy Syms	68	Director	2005

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Board Composition

The Board is committed to ensuring that it is composed of a highly capable and diverse group of directors who are well-equipped to oversee the success of the business and effectively represent the interests of stockholders. In addition, the Board believes that having directors with ~~a mix of~~both longer and shorter tenures on the Board helps transition the knowledge of the more experienced directors while providing a broad, fresh set of perspectives and a Board with a diversity of experiences and viewpoints. As discussed in the section entitled "Stockholder Engagement, Management Transition, and Board Refreshment" above, the Board has significantly accelerated its efforts to change the composition of the Board over the past eight months. All of the nominees of the Board are independent directors.

As a result of these changes in the Board's composition, the average tenure of our independent directors has decreased from approximately eight years prior to the 2018 Annual Meeting to approximately four years, with a relatively even distribution among new directors and directors of longer tenure. In addition, half of the Board will be racially and ethnically diverse following the Annual Meeting. The Board also made gender diversity a priority as part of its most recent phase of its refreshment, resulting in more than one-third of our Board being women following the Annual Meeting.


Director ~~Tenure~~Tenure*	Board Racial and Ethnic Diversity*

Board Gender ~~Diversity~~Diversity*		~~Board Racial Diversity~~

*: The compositions depicted include calculations effective following the Annual Meeting.

In assessing Board composition and selecting and recruiting director candidates, the Board seeks to maintain an engaged, independent Board with broad experience and judgment that is committed to representing the long-term interests of our stockholders. The Nominating and Governance Committee considers a wide range of factors, including the size of the Board, the experience and expertise of existing Board members, other positions the director candidate has held or holds (including other

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board memberships), and the candidate's independence. In addition, the Nominating and Governance Committee takes into account a candidate's ability to contribute to the diversity of background and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

~~Table~~ The Board and Nominating and Governance Committee will continue to evaluate the composition of ~~Contents~~the Board as a whole as part of its ongoing refreshment in the coming year.

Since the 2018 Annual Meeting, the Nominating and Governance Committee sought to continue the process of recruiting additional Board members whose qualifications align with the Company's refreshment process and long-term strategy. After considering a number of candidates and comprehensively reviewing these candidates' abilities and qualifications in sourcing candidates to fill the vacancies on the Board due to Joseph B. Anderson's and Michael N. Regan's resignations, the Nominating and Governance Committee recommended Busy Burr and Katherine Quinn for appointment to the Board. The Board appointed both candidates as directors in April 2019.

The chart below summarizes the qualifications, attributes, and skills for each of our director nominees. The fact that we do not list a particular experience or qualification for a director nominee does not mean that nominee does not possess that particular experience or qualification.

Skills and Experience	~~Standley~~			~~Anderson~~		Bodaken		~~Jessick~~Burr			Knowling			Lofton			~~Potter~~Miramontes	~~Regan~~Nayar	~~Savage~~Quinn

Current/Former CEO		X						X			X								X
Management/Business Operations		X			X			X			X			X			X	X	X
Retail Industry					X								X
~~Management/Business Operations~~					X			X
Healthcare Industry		X		X		X		X		X		X		X
~~Retail Industry~~	X						X									X	X
~~Healthcare Industry~~Finance/Accounting					X				X		X
~~Finance/Accounting~~	X		X				X						X		X
Board/Corporate Governance		X			X			X			X			X			X	X	X	X

Director Biographies

Following are the biographies for our director nominees, including information concerning the particular experience, qualifications, attributes, or skills that led the Nominating and Governance Committee and the Board to conclude that such person should serve on the Board:

~~John T. Standley.~~ Mr. Standley, Chairman and Chief Executive Officer, has been Chairman of the Board since June 21, 2012, Chief Executive Officer since June 2010 and was President from September 2008 until June 2013. Mr. Standley served as the Chief Operating Officer from September 2008 until June 2010. He also served as a consultant to Rite Aid from July 2008 to September 2008. From August 2005 through December 2007, Mr. Standley served as Chief Executive Officer and was a member of the Board of Directors of Pathmark Stores, Inc. From June 2002 to August 2005, he served as Senior Executive Vice President and Chief Administrative Officer of Rite Aid and, in addition, in January 2004 was appointed Chief Financial Officer of Rite Aid. He had served as Senior Executive Vice President and Chief Financial Officer of Rite Aid from September 2000 to June 2002 and had served as Executive Vice President and Chief Financial Officer of Rite Aid from December 1999 until September 2000. Mr. Standley served on the SUPERVALU INC. Board of Directors from May 2013 to July 2015. Mr. Standley currently serves on the National Association of Chain Drug Stores' Board of Directors and is a member of the Board's Executive Committee.

As the Company's Chief Executive Officer, with more than 20 years of retail, financial and executive experience, Mr. Standley brings to the Board an in-depth understanding of all aspects of the Company, including its customers, operations and key business drivers. In addition, his experience serving as a chief financial officer of a number of companies, including the Company, provides the Board with additional insights into financial and accounting matters relevant to the Company's operations.

~~Joseph B. Anderson, Jr.~~ Mr. Anderson has been the Chairman of the Board and Chief Executive Officer of TAG Holdings, LLC, a manufacturing, service and technology business, since January 2002. Mr. Anderson was Chairman of the Board and Chief Executive Officer of Chivas Industries, LLC from 1994 to 2002. Mr. Anderson also serves as a director of Meritor, Inc. Mr. Anderson previously served as a director of NV Energy Inc. until December 2013, Valassis Communications, Inc. until February 2014 and Quaker Chemical Corporation until May 2016.

Mr. Anderson has a broad base of experience, including 19 years of chief executive officer experience at manufacturing, service and technology companies. From this experience, Mr. Anderson brings an array of skills, including in the areas of strategic, business and financial planning and corporate development. In addition, his service on the boards of directors of a number of publicly-traded companies provides the Board with insights into how boards at other companies have addressed issues similar to those faced by the Company.

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Bruce G. Bodaken. ~~From 2000 through December 2012,~~ Mr. Bodaken served as Chairman and Chief Executive Officer of Blue Shield of ~~California.~~California from 2000 through 2012. Previously, Mr. Bodaken ~~also previously~~ served as President and Chief Operating Officer of Blue Shield of California from 1995 to 2000, and as Executive Vice President and Chief Operating Officer from 1994 to 1995. Prior to joining Blue Shield of California, Mr. Bodaken served as Senior Vice President and Associate Chief Operating Officer of F.H.P., Inc., a managed care provider, from 1990 to 1994 and held various positions at F.H.P. from 1980 to ~~1990, including Regional Vice President.~~1990. Currently, Mr. Bodaken sits on the board of WageWorks, Inc., and is ~~currently~~a member of its audit committee. He is also a director and a member of the ~~audit committee~~Compensation Committee of ~~WageWorks,~~iRhythm Technologies, Inc. ~~He also has a Visiting Scholar appointment at the Brookings Institution and is a Visiting Lecturer in the Department of Public Health at UC Berkeley.~~

Mr. Bodaken brings to the Board an in-depth knowledge of the health insurance and managed care industries and more than 20 years of executive leadership skills.

~~David R. Jessick.~~Busy Burr. ~~Self-employed since 2005, Mr. Jessick~~Ms. Burr most recently served as the chief innovation officer and vice president of healthcare trend and innovation at Humana where she was responsible for driving the design, build and adoption of new product platforms in digital health, provider experience, and telemedicine to improve health outcomes, create superior member experiences, and improve health care costs. She also founded Humana's strategic investing practice, Humana Health Ventures. Prior to joining Humana in 2015, Ms. Burr was managing director of Citi Ventures and led large-scale business transformation efforts as the global head of Citi's Business Incubation Function-DesignWorks. Earlier in her career, Ms. Burr spent seven years in investment banking at Morgan Stanley and Credit Suisse First Boston and previously served as vice president of global brand management at Gap, Inc. Ms. Burr holds an MBA

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from Stanford University and a ~~consultant~~bachelor's degree in Economics from Smith College. Ms. Burr serves on the Boards of Mr. Cooper Group and Satellite Healthcare and is a member of the Smith College Business Network Advisory Board.

Ms. Burr brings to ~~Rite Aid's~~the Board extensive experience in the health industry, innovation, business strategy and brand management. Her experience and insights in these areas are directly relevant to the Company's business.

Robert E. Knowling, Jr. Mr. Knowling is currently Chairman of Eagles Landing Partners, which specializes in helping senior management formulate strategy, lead organizational transformations, and re-engineer businesses. Mr. Knowling also serves as an advisor-coach to chief executive officers. Mr. Knowling previously served as Chief Executive Officer ~~and senior financial staff~~of Telwares, a JP Morgan Chase/One Equity Partners Private Equity-owned company from ~~July 2002 until February~~ 2005 ~~and~~to 2009. From 2001 to 2005, Mr. Knowling was ~~Senior~~Chief Executive ~~Vice President, Chief Administrative~~ Officer of ~~Rite Aid from December 1999~~the New York City Leadership Academy, an independent nonprofit corporation created by Chancellor Joel I. Klein and Mayor Michael R. Bloomberg that is chartered with developing the next generation of principals in the New York City public school system. From 2001 to ~~July 2002. From July 1998 to June 1999,~~2003, Mr. ~~Jessick~~Knowling was ~~Executive Vice President, Finance~~Chairman and ~~Investor Relations of Fred Meyer, Inc., and from February 1997 to July 1998, Mr. Jessick was~~ Chief ~~Financial~~Executive Officer of ~~Fred Meyer,~~SimDesk Technologies, Inc. ~~From 1979~~Prior to ~~1996, he held various financial positions including Executive Vice~~this, Mr. Knowling was Chairman, President and Chief ~~Financial~~Executive Officer ~~at Thrifty Payless Holdings,~~of Covad Communications, a Warburg Pincus Private Equity-backed start-up company. Mr. Knowling currently serves on the board of directors of K12 Inc. and Roper Technologies Inc. Mr. Jessick began his career as a Certified Public Accountant for Peat, Marwick, Mitchell & Co. Mr. Jessick is currently a director and audit committee chairman of Big 5 Sporting Goods Corporation. In addition, heKnowling previously served as a director of ~~DFC Global Corp. from~~Convergys Corporation until 2018, Ariba, Inc. until 2012, Heidrick & Struggles International, Inc. until 2015, Hewlett-Packard Company until 2005, ~~to 2014.~~and The Immune Response Corporation until 2005.

Mr. ~~Jessick~~Knowling brings ~~over 33 years of retail, executive and financial experience~~ to the ~~Board. His familiarity with our business~~Board extensive experience in executive management and ~~his~~leadership roles, including experience ~~as a chief financial officer provide useful insights into operational~~leading companies through periods of high growth and ~~financial matters relevant to the Company's business.~~organizational turnaround. In addition, his service on other boards of directors of a number of publicly-traded companies enables Mr. ~~Jessick~~Knowling to share insights with the Board regarding corporate governance best practices.

Kevin E. Lofton. Mr. Lofton ~~has served as the~~was named Chief Executive Officer of Chicago-based CommonSpirit Health ("CSH"), effective February 1, 2019. CSH is the result of a merger between Catholic Health Initiatives ("CHI")~~, a healthcare system operating~~ and Dignity Health. With $29 billion in revenues, CSH is one of the ~~full continuum of services from hospitals to home~~largest health ~~agencies nationwide since 2003~~delivery systems in the United States. Mr. Lofton joined CHI in 1998 and served as ~~President and~~ CEO ~~of CHI~~ from 2003 ~~through~~until January ~~2014.~~2019. Mr. Lofton previously served as Chief Executive Officer of the ~~University of Alabama at~~UAB Hospital in Birmingham ~~Hospital~~ and Howard University Hospital in Washington, D.C. Mr. Lofton is also a director and member of the audit and compensation committees of Gilead Sciences, Inc.

Mr. Lofton brings to the Board an in-depth knowledge and understanding of the healthcare industry and valuable executive leadership skills from senior management and leadership roles in healthcare systems and hospitals.

~~Myrtle S. Potter.~~Louis P. Miramontes. ~~Ms. Potter has served since 2005 as the Chief Executive Officer of Myrtle Potter & Company, LLC, a private consulting firm she founded, and~~Mr. Miramontes worked at KPMG LLP from ~~2009~~1976 to 2014, aswhere he served in many leadership roles, including Managing Partner of the ~~Chief Executive Officer~~San Francisco office and Senior Partner for KPMG's Latin American region. Mr. Miramontes was also an audit partner directly involved with providing audit services to public and private companies, which included working with client boards of ~~Myrtle Potter Media, Inc., a consumer healthcare content company she founded. Ms. Potter previously served at Genentech, Inc., as President of Commercial Operations from 2004 to 2005~~directors and ~~as Executive Vice President, Commercial Operations~~audit committees regarding financial reporting, auditing matters, SEC compliance, and ~~Chief Operating Officer from 2000 to 2004. From 1998 to 2000 Ms. Potter served as President of Bristol-Myers Squibb, Inc.'s Cardiovascular Metabolic U.S. operations. Ms. Potter~~Sarbanes-Oxley regulations. Mr. Miramontes currently serves ~~as a director of Liberty Mutual Holding Company, Inc., Insmed, Inc., Everyday Health, Inc. and Proteus Digital Health, Inc. and as a trustee of The University of Chicago. Ms. Potter served~~ on the board of ~~Medco Health Solutions,~~directors of Lithia Motors, Inc. ~~from December 2007 until its acquisition by Express Scripts,~~, one of the largest providers of personal transportation solutions in the U.S., and Oportun, Inc., a mission-driven financial services company.

Mr. Miramontes brings to the Board extensive experience in ~~April 2012. She continued on~~accounting, financial reporting, and corporate governance. His experience as an audit partner provides useful insights into financial and regulatory matters relevant to the ~~board at Express Scripts until June 2012.~~Company's business.

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Ms. Potter brings to the Board extensive experience in executive management and leadership roles in the healthcare industry. She also brings valuable experience as a consultant to global life science, biopharmaceutical and biotechnical companies regarding corporate strategy, customer engagement, commercialization, product development and as a former board member of two leading pharmacy benefits management companies.

~~Michael N. Regan.~~Arun Nayar. ~~Since August 2014,~~ Mr. ~~Regan has served~~Nayar retired in December 2015 as Executive Vice President and Chief Financial Officer of ~~Outrigger Enterprises Group,~~Tyco International, a ~~privately held hospitality company.~~$10+ billion fire protection and security company, where he was responsible for managing the company's financial risks and overseeing its global finance functions, including its tax, treasury, mergers and acquisitions, audit, and investor relations teams. Mr. Nayar joined Tyco as Senior Vice President and Treasurer in 2008 and was also Chief Financial Officer of Tyco's ADT Worldwide. From 2010 until 2012, Mr. Nayar was Senior Vice President, Financial Planning & Analysis, Investor Relations, and Treasurer. Prior to ~~that,~~joining Tyco, Mr. Regan served as the Hold Separate Manager on behalf of the Federal Trade Commission, overseeing the Lumiere Place Casino and Hotel and Four Seasons Hotel in St. Louis, Missouri from August 2013 through its sale in spring 2014 and prior to thatNayar spent six years at PepsiCo, Inc., most recently as Chief Financial Officer of ~~Indianapolis Downs LLC, a casino~~Global Operations and, horse track complex located near Indianapolis, Indiana during its bankruptcy from January 2012 through its sale in February 2013. From May 2007 through December 2011, Mr. Regan was a self-employed private equity investor. Prior thereto, Mr. Regan servedbefore that, as ~~Chief Financial Officer of The St. Joe Company, a major real estate development company based in Florida, from November 2006 to May 2007. From 1997 to November 2006, he served as Senior~~ Vice President ~~Finance~~ and ~~held various other positions~~Assistant Treasurer—Corporate Finance. Mr. Nayar currently serves on the Board of Directors of Bemis Company, Inc., a manufacturer of packaging products, and TFI International Inc., a leader in the transportation and logistics industry. Bemis Company, Inc. has announced a combination with ~~The St. Joe Company~~Amcor Limited and ~~was~~has announced that Mr. Nayar will be a member of the ~~senior management team. Prior~~board of the combined company, Amcor plc, upon consummation of the transaction. Mr. Nayar is also a Senior Advisor to ~~joining The St. Joe~~McKinsey & Company ~~he served in various financial management functions at Harrah's Entertainment from 1980 through 1997, including~~and to a private equity firm, BC Partners. He also serves as ~~Vice President and controller from 1991 to 1997.~~a board member of privately-held GFL Environmental, a BC Partners portfolio company.

Mr. ~~Regan's~~Nayar brings over 3035 years of financial experience ~~including serving~~to the Board. His experience as a chief financial officer provides useful insights into operational and financial metrics relevant to the Company's business.

Katherine Quinn. Ms. Quinn has served as avice chairman and chief administrative officer of U.S. Bancorp since April 2017 and is responsible for leading human resources, strategy, and corporate affairs at the company. Ms. Quinn joined U.S. Bancorp in 2013 as executive vice president and chief strategy and reputation officer. Prior to joining U.S. Bancorp, Ms. Quinn most recently served as senior vice president ~~of finance, provides~~and chief marketing officer at Anthem, a health benefits company, where she directed the ~~Board with additional perspectives on financial, operational~~company's marketing, customer communications, digital, customer experience, and ~~strategic planning, and real estate matters relevant to the Company.~~

~~Frank A. Savage.~~ ~~Mr. Savage has been a senior advisor to investment banking firm Lazard Ltd. ("Lazard") since January 1, 2014 and~~retail strategies. She previously served as ~~Vice Chairman~~Anthem's vice president of U.S. Investment Banking at Lazard from 2009 to December 31, 2013. He was the Co-Head of Lazard's Restructuring Group from June 1999 to December 31, 2013 and also served on Lazard's Deputy Chairman Committee from 2006 to December 2013. Prior to joining Lazard, Mr. Savagecorporate marketing. Earlier in her career, Ms. Quinn served as ~~Co-Head~~chief marketing and strategy officer at a division of ~~the Restructuring Practice~~The Hartford, following leadership roles in strategy and product development at ~~investment banking firm BT Alex. Brown Inc.~~CIGNA and ~~before that was the Head~~PacifiCare Health Systems, respectively. Ms. Quinn earned an MBA from University of ~~the Restructuring Group~~Phoenix and a bachelor's degree from Hunter College. In addition to her role at ~~investment bank UBS AG. Mr. Savage is currently~~U.S. Bancorp, Ms. Quinn presently serves as a ~~director and~~ member of the ~~Corporate Governance~~Board of Directors of Taylor Corporation and ~~Nominating Committee~~the Board of ~~SUPERVALU INC.~~Trustees for both United Way U.S.A. and Fraser, a non-profit organization serving children and adults with special needs. She previously served as a member of the Board of Trustees for Minnesota Public Radio until May 2019.

~~Mr. Savage~~Ms. Quinn brings to the Board extensive ~~financial~~experience in business strategy, marketing, customer experience, and ~~investment banking experience.~~health benefits. Her experience and insights in these areas are directly relevant to the Company's business.

Marcy Syms. Ms. Syms served as a director of Syms ~~Corp.,~~Corp, a chain of retail clothing stores, from 1983, when she was named President and COO, until 2012. Ms. Syms became CEO of Syms ~~Corp.~~Corp in 1998 and was named Chair in 2010. In November 2011, Syms ~~Corp.~~Corp and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code and ceased all retail operations. Ms. Syms is also a founding member of the ~~Board~~board of ~~Directors~~directors of the Syms School of Business at Yeshiva University. Currently, Ms. Syms serves as President of the Sy Syms ~~Foundation and~~Foundation. Ms. Syms served as Founder and President of the TPD Group LLC, a multi-generational succession planning ~~company.~~company, from 2013 to 2018. Ms. Syms is also a member of the board of directors of Benco Dental.

Ms. Syms brings to the Board over 18 years of experience as a chief executive officer of a chain of retail stores, including an array of skills in strategic planning, marketing, and human resources matters similar to those faced by the Company.

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Board Leadership

Mr. ~~Standley serves~~Bodaken became Chairman of the Board effective at the 2018 Annual Meeting. The Board has determined that Mr. Bodaken will continue to serve as Chairman of the ~~Board and Chief Executive Officer. Mr. Regan has served as our Lead Independent Director since 2011 and it is expected that he will continue in that role.~~

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~~The Company's governance framework provides~~In December 2018, the Board ~~with flexibility to select the appropriate leadership structure for the Company. In connection with the 2012 Annual Meeting, the Board reviewed its leadership structure in light of~~amended the Company's ~~operating and governance environment and determined~~By-Laws to provide that ~~Mr. Standley should serve as~~ the Chairman of the Board ~~effective as of~~shall be a director who is independent under the ~~2012 Annual Meeting, based on the Board's belief that Mr. Standley's in-depth knowledge of the Company, keen understanding of~~NYSE listing standards and the Company's ~~operations and proven leadership and vision positioned him to provide strong and effective leadership to the Board.~~Corporate Governance Guidelines. The Board has determined to maintain its current leadership structure, taking into account the foregoing factors as well as the evaluation of Mr. Standley's performance as Chief Executive Officer, his very positive relationships with other members of the Board and the leadership and strategic vision he has brought to the Chairman position.

~~The Board has no policy mandating the combination or~~believes that separation of the Chairman of the Board and Chief Executive Officer positions and believes that, given the dynamic and competitive environment in which we operate, the right leadership structure may vary from time to time based on changes in circumstances. The Board makes this determination based on what it believes best serves the needs of the Company and its ~~stockholders at any particular time. For the reasons described above, the~~stockholders. The Board ~~continues to believe~~believes that Mr. ~~Standley provides~~Bodaken will continue to provide excellent independent leadership of the Board in ~~the performance of its duties and that a unified structure provides decisive and effective leadership both within and outside the Company.~~his role as Chairman.

~~In addition,~~As Chairman, Mr. Bodaken's responsibilities subsume the ~~Board continues to maintain~~responsibilities of the ~~position of~~ Lead Independent Director that it created in 2009. Under our Corporate Governance Guidelines, in the event that the Chairman of the Board is also the Chief Executive Officer or otherwise is not an independent director, the independent members of the Board will choose an independent director to serve as Lead Independent Director. The Lead Independent Director, who is expected to serve at least one year, has the following responsibilities, which are described in our Corporate Governance Guidelines:and include:

•: ~~presides~~presiding at all meetings of the Board, ~~at which the Chairman of the Board is not present,~~ including executive sessions of the non-management directors;
•: ~~has~~ the authority to call meetings of the Board and of the non-management directors;
•: ~~serves~~serving as a liaison between the ~~Chairman of the Board and/or~~ Chief Executive Officer and independent directors and ~~facilitates~~facilitating communications between other members of the Board and the ~~Chairman and/or~~ Chief Executive Officer (any director is free to communicate directly with the ~~Chairman and/or~~ Chief Executive Officer; the ~~lead director's~~Chair's role is to attempt to improve such communications if they are not entirely satisfactory);
•: ~~works~~working with the ~~Chairman and/or~~ Chief Executive Officer in the preparation of and ~~approves,~~approving Board meeting agendas and schedules, and the information to be provided to the Board;
•: ~~chairs~~chairing the ~~annual~~periodic review of the performance of the Chief Executive Officer;
•: otherwise ~~consults~~consulting with the ~~Chairman and/or~~ Chief Executive Officer on matters relating to corporate governance and Board performance; and
•: if requested by major stockholders, ~~ensures~~ensuring that ~~he/she~~he is available, when appropriate, for consultation and direct communication.

Corporate Governance

We recognize that good corporate governance is an important means of protecting the interests of our stockholders, associates, customers, suppliers, and the community. The Board of Directors, through the Nominating and Governance Committee, monitors corporate governance developments and proposed legislative, regulatory, and stock exchange corporate governance reforms.

~~Table~~ In April 2019, the Board enhanced our corporate governance by amending the Company's By-Laws to permit special meetings of ~~Contents~~stockholders of the Company to be called by stockholders holding at least 20% of the Company's common stock.

Website Access to Corporate Governance Materials. Our corporate governance information and materials, including our Corporate Governance Guidelines, current charters for each of the Audit Committee, Compensation Committee, Nominating and Governance Committee, and Executive Committee, our Code of Ethics for the CEO and Senior Financial Officers, our Code of Ethics and Business Conduct, our Stock Ownership Guidelines, and our Related Person Transaction Policy are posted on our website atwww.riteaid.com under the headings "Corporate Info—Governance" and are available in print upon request to Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: Secretary. The information on our website is not, and shall not be deemed, a part of this proxy statement. The Board regularly reviews corporate governance developments and will modify these materials and practices from time to time as warranted.

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Codes of Ethics. The Board has adopted a Code of Ethics that is applicable to our Chief Executive Officer and senior financial officers. The Board has also adopted a Code of Ethics and Business Conduct that applies to all of our officers, directors, and associates. Any amendment to either code or any waiver of either code for executive officers or directors will be disclosed promptly on our website atwww.riteaid.com under the headings "Corporate Info—Governance—Code of Ethics."

Director Independence. For a director to be considered independent under the NYSE corporate governance listing standards, the Board of Directors must affirmatively determine that the director does not have any direct or indirect material relationship with the Company, including any of the relationships specifically proscribed by the NYSE independence standards. The Board considers all relevant facts and circumstances in making its independence determinations. Only independent directors may serve on our Audit Committee, Compensation Committee, and Nominating and Governance Committee.

As a result of this review, the Board affirmatively determined that the following directors, including each director serving on the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, satisfy the independence requirements of the NYSE listing standards: Bruce G. Bodaken, Busy Burr, Robert E. Knowling, Jr., Kevin E. Lofton, Louis P. Miramontes, Arun Nayar, Katherine Quinn, and Marcy Syms. The Board also determined that Joseph B. Anderson ~~Jr., Bruce G. Bodaken,~~and Michael N. Regan, who served as directors until April 2019, and David R. Jessick, ~~Kevin E. Lofton,~~ Myrtle S. Potter, ~~Michael N. Regan,~~and Frank A. Savage, ~~and Marcy Syms.~~who served as directors until October 30, 2018, also satisfied the independence requirements of the NYSE listing standards. The Board also determined that the members of the Audit Committee satisfy the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the additional NYSE independence requirements for audit committee members. In addition, the Board has determined that the members of the Compensation Committee satisfy the additional NYSE independence requirements for compensation committee members.

There is no family relationship between any of the nominees and executive officers of Rite Aid.

Majority Voting Standard and Policy. Under the Company's By-Laws, a nominee for director in uncontested elections of directors (as is the case for this Annual Meeting) will be elected to the Board if the votes cast "for" such nominee's election exceed the votes cast "against" such nominee's election. In contested elections, directors will be elected by a plurality of votes cast. For this purpose, a contested election means any meeting of stockholders for which (i) the Secretary of the Company receives a notice that a stockholder (or group of stockholders) has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director or the proxy access requirements, in each case as set forth in the By-Laws and (ii) such nomination has not been withdrawn by such stockholder (or group of stockholders) on or prior to the 14^th day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders.

Under the Company's Corporate Governance Guidelines, a director who fails to receive the required number of votes for ~~re-election~~reelection in accordance with the By-Laws will, within five days following certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Board, subject to the procedures set forth in the guidelines.

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Board Oversight of Risk Management

The Board of Directors, as a whole and through the various committees of the Board, oversees the Company's management of risk, focusing primarily on five areas of risk: operational, financial performance, financial reporting, legal and regulatory, and strategic and reputational.

Management of the Company is responsible for developing and implementing the Company's plans and processes for risk management. The Board believes that its leadership structure, described above,

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supports the risk oversight function of the Board. The Board of Directors, at least annually, reviews with management its plans and processes for managing risk. The Board also receives periodic updates from the Company's ~~Chief Compliance Officer~~compliance and internal assurance services with regard to the overall effectiveness of the Company's risk management program and significant areas of risk to the Company, focusing on the five primary areas of risk set forth above as well as other areas of risk identified from time to time by either the Board, a Board committee, or management.

In addition, the Board ~~receives~~and the Audit Committee receive periodic updates from the Company's ~~Senior Executive Vice President,~~ Chief Financial Officer, ~~and~~ Chief ~~Administrative~~Information Officer, or Chief Information Security Officer on cybersecurity matters, including information services security and security controls over credit card, customer, associate, and patient data. These updates also include information regarding the Rite Aid Information Security Program, managed by Rite Aid's Chief Information Security Officer, which is designed to protect information and critical resources from a wide range of threats in order to ensure business continuity, minimize business risk and maximize return on investments and business opportunities. The objective in the development and implementation of the Information Security Program is to create effective administrative, technical and physical safeguards in order to protect the data of Rite Aid and its subsidiaries and the data of any clients of these entities.

In addition, other Board committees consider risks within their respective areas of responsibility and advise the Board of any significant risks. For example, the Compensation Committee considers risks relating to the Company's compensation programs and policies and the Audit Committee focuses on assessing and mitigating financial reporting risks, including risks related to internal control over financial reporting and legal and compliance risks.

Compensation-Related Risk Assessment

The Compensation Committee reviews all incentive plans relative to established criteria and conducts an assessment to ensure that none of our incentive plans encourage excessive risk-taking by our executives or associates. Together with executive management, the Compensation Committee has considered the risks arising from the Company's compensation programs for its executives and associates and has concluded that the compensation policies are not reasonably likely to have a material adverse effect on the Company.

The Compensation Committee reviews the risk profile and the relationship between the Company's compensation programs to the overall risk profile of the Company. Some of the features of our incentive programs that limit risk include:

•: Delivery of compensation through an appropriate mix of base salary, cash incentive bonuses, long-term awards, and benefits.
•: Use of a mix of long-term incentive vehicles that reward both stock price appreciation and financial operating performance and have different risk profiles.
•: Incorporation of ~~new~~ measures in the performance awards to assess how efficiently and effectively we deploy our assets (return on net assets) and to compare our stock performance against the Russell 3000 Index (total stockholder return).
•: Stock ownership guidelines that promote executive stock ownership.

Committees of the Board of Directors

The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Executive Committee. Current copies of the charters for each of these committees are available on our website atwww.riteaid.com under the headings "Corporate Info—Governance—Corporate Governance Committees—Committee Charters."

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The current members of the committees are identified in the following table.

Director	Audit	Compensation	Nominating and Governance	Executive

~~John T. Standley~~ Bruce G. Bodaken			X	Chair
Busy Burr	X
Robert E. Knowling, Jr.		Chair
~~Joseph B. Anderson, Jr.~~ Kevin E. Lofton			Chair
~~Bruce G. Bodaken~~ Louis P. Miramontes	Chair	X
Arun Nayar	X			X
Katherine Quinn		X
~~David R. Jessick~~ John T. Standley	~~Chair~~			X
~~Kevin E. Lofton~~	X
~~Myrtle S. Potter~~ Marcy Syms			X
~~Michael N. Regan~~	X	X		X
~~Frank A. Savage~~			X
~~Marcy Syms~~		~~Chair~~

Audit Committee. The Audit Committee, which held ~~eight~~nine meetings during fiscal year ~~2016,~~2019, currently consists of ~~David R. Jessick~~Louis P. Miramontes (Chair), ~~Kevin E. Lofton~~Busy Burr, and ~~Michael N. Regan.~~Arun Nayar. The Board has determined that each of these individuals is an independent director under the NYSE listing standards and satisfies the additional independence requirements of Rule 10A-3 under the Exchange Act and the additional requirements of the NYSE listing standards for audit committee members. See the section entitled "Corporate Governance—Director Independence" above. The Board has determined that each of these individuals is also "financially literate" under the applicable NYSE listing standards. The Board has determined that ~~David R. Jessick qualifies~~both Louis P. Miramontes and Arun Nayar qualify as an "audit committee financial expert" as that term is defined under applicable SEC rules.

The functions of the Audit Committee include the following:

•: Appointing, compensating, and overseeing our independent registered public accounting firm ("independent auditors");
•: Overseeing management's fulfillment of its responsibilities for financial reporting and internal control over financial reporting; and
•: Overseeing the activities of the Company's internal audit function.

The independent auditors and internal auditors meet with the Audit Committee with and without the presence of management representatives. For additional information, see the section entitled "Audit Committee Report," as well as the Audit Committee's charter, which is posted on our website atwww.riteaid.com under the headings "Corporate Info—Governance—Corporate Governance Committees—Committee Charters."

Compensation Committee. The Compensation Committee, which held ~~seven~~four meetings during fiscal year ~~2016,~~2019, currently consists of ~~Marcy Syms~~Robert E. Knowling, Jr. (Chair), ~~Bruce G. Bodaken~~Louis P. Miramontes, and ~~Michael N. Regan.~~Katherine Quinn. The Board has determined that each of these individuals is an independent director under the NYSE listing standards and satisfies the additional independence requirements of the NYSE listing standards for compensation committee members. See the section entitled "Corporate Governance—Director Independence" above.

The functions of the Compensation Committee include the following:

•: Administering Rite Aid's stock option and other equity incentive plans;
•: Reviewing and approving the base salaries of the Company's executive officers and reviewing and recommending to the Board the base salary of the CEO;
•: Reviewing and approving the Company's goals and objectives relevant to the incentive-based compensation of the Company's executive officers (including the CEO), evaluating the

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performance of the Company's executive officers (including the CEO) in light of these goals and objectives, and determining and approving the incentive-based compensation of the Company's executive officers (including the CEO) based on such evaluation;

•: Setting corporate performance targets under all annual bonus and long-term incentive compensation plans as appropriate and determining annually the individual bonus award opportunities for the Company's executive officers; and
•: Reviewing and approving all executive officers' employment agreements and severance arrangements.

The Compensation Committee reviews the performance of the Company's executive personnel, including the Company's named executive officers, and develops and makes recommendations to the Board of Directors with respect to executive compensation policies. The Compensation Committee is empowered by the Board of Directors to award to executive officers appropriate bonuses, stock options, stock appreciation rights, and stock-based awards. The details of the processes and procedures for the consideration and determination of the compensation of our named executive officers are described in the section entitled "Executive Compensation—Compensation Discussion and Analysis." The objectives of the Compensation Committee are to support the achievement of desired Company performance, to provide compensation and benefits that will attract and retain superior talent, to reward performance, and to fix a portion of compensation to the outcome of the Company's performance.

As provided in its charter, the Compensation Committee has the authority to engage an external compensation consultant and to determine the scope of any services provided. The Compensation Committee may terminate the engagement at any time. The external compensation consultant reports to the Compensation Committee Chair.

Since June 2010, the Compensation Committee has utilized Exequity LLP as its independent consultant. With respect to fiscal year ~~2016,~~2019, Exequity LLP reviewed recommendations and analysis prepared by management and provided advice and counsel to the Compensation Committee. Exequity LLP does not provide any other services to the Company. The Compensation Committee has assessed the independence of Exequity LLP, taking into consideration the factors set forth in the NYSE listing standards and SEC rules, and determined that the engagement of Exequity LLP does not raise any conflicts of interest.

Nominating and Governance Committee. The Nominating and Governance Committee, which held ~~two~~eight meetings during fiscal year ~~2016,~~2019, currently consists of ~~Joseph B. Anderson, Jr.~~Kevin Lofton (Chair), ~~Myrtle S. Potter~~Bruce G. Bodaken, and ~~Frank A. Savage.~~Marcy Syms. The Board has determined that each of these individuals is an independent director under the NYSE listing standards. See the section entitled "Corporate Governance—Director Independence" above.

The functions of the Nominating and Governance Committee include the following:

•: Identifying and recommending to the Board individuals qualified to serve as Rite Aid directors;
•: Recommending to the Board individual directors to serve on committees of the Board;
•: Advising the Board with respect to matters of Board composition and procedures;
•: Developing and recommending to the Board a set of corporate governance principles applicable to Rite Aid and overseeing corporate governance matters generally;
•: Overseeing the annual evaluation of the Board and management; and
•: Reviewing and approving or ratifying related person transactions in which the Company is a participant.

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Executive Committee. The members of the Executive Committee currently are Bruce G. Bodaken (Chair), Arun Nayar, and John T. ~~Standley (Chair), David R. Jessick and Michael N. Regan.~~Standley. The Executive Committee did not meet during fiscal year ~~2016.~~2019. The Executive Committee, except as limited by Delaware law, is empowered to exercise all of the powers of the Board of Directors.

Nomination of Directors

The Nominating and Governance Committee will consider director candidates recommended by stockholders. In considering such recommendations, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating and Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate considered by the Nominating and Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

•: The name of the stockholder and evidence of the person's ownership of Rite Aid stock, including the number of shares owned and the length of time of ownership; and
•: The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Rite Aid director, and the person's consent to be named as a director if selected by the Nominating and Governance Committee and nominated by the Board.

The stockholder recommendation and information described above must be sent to Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: Secretary. The Nominating and Governance Committee will accept recommendations of director candidates throughout the ~~year; however,~~year. Generally, in order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual meeting of stockholders, the recommendation must be received by the Secretary not fewer than 120 days prior to the anniversary date of Rite Aid's most recent annual meeting of stockholders. In the event an annual meeting is held on a date that is not within 25 days of such anniversary date, recommendations will be considered by the Nominating and Governance Committee in due course.

The Board seeks to maintain an engaged, independent Board with broad experience and judgment that is committed to representing the long-term interests of our stockholders. The Nominating and Governance Committee believes that the minimum qualifications for serving as a Rite Aid director are that a candidate demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board's oversight of Rite Aid's business and affairs and have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities. In addition, the Nominating and Governance Committee examines a candidate's specific experiences and skills, availability in light of other commitments, potential conflicts of interest, and independence from management and the Company. The Nominating and Governance Committee also ~~seeks~~takes into account a candidate's ability to ~~have~~contribute to the ~~Board represent a~~ diversity of ~~backgrounds~~background and ~~experience.~~experience represented by the Board. The Nominating and Governance Committee assesses its achievement of diversity through the review of Board composition as part of the Board's annual self-assessment process.

The Nominating and Governance Committee identifies potential candidates by asking current directors and executive officers to notify the committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board—for example, retirement as a CEO or CFO of a public company or exiting government or military service. The Nominating and Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the committee will also consider candidates recommended by stockholders.

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The Nominating and Governance Committee may review publicly available information, conduct an interview and/or check references to assess the person's accomplishments and qualifications in light of the needs of the Board and the accomplishments and qualifications of any other candidates that the committee might be considering. The committee's evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board may take

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into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Russell Reynolds Associates, an executive search consulting firm, assisted the Nominating and Governance Committee in sourcing director candidates as part of the continuation of the Board's accelerated refreshment process. With respect to the two additions to the Board in April 2019, Busy Burr and Katherine Quinn were both vetted and recommended by Russell Reynolds Associates to the Nominating and Governance Committee for the Committee's consideration for appointment as independent directors.

Executive Sessions of Non-Management Directors

In order to promote discussion among the non-management directors, regularly scheduled executive sessions (i.e., meetings of non-management directors without management present) are held to review such topics as the non-management directors determine. Mr. ~~Regan,~~Bodaken, our ~~Lead Independent Director,~~Chairman of the Board, presides at our executive sessions. The non-management directors met in executive session 1114 times during fiscal year ~~2016.~~2019.

Communications with the Board of Directors

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board, any Board committee, or any chair of any such committee by mail or electronically. To communicate with the Board of Directors, the non-management directors, a committee of directors, or any individual directors, including our ~~Lead~~ Independent ~~Director,~~Chairman of the Board, correspondence should be addressed to the Board of Directors or any such individual directors, or committee of directors by either name or title. All such correspondence should be sent to Rite Aid Corporation, c/o Secretary, P.O. Box 3165, Harrisburg, Pennsylvania 17105. To communicate with any of the directors electronically, stockholders should go to our website atwww.riteaid.com. Under the headings "Corporate Info—Governance—Board of Directors—Contact the Board of Directors" you will find an on-line form, as well as an email address, that may be used for writing an electronic message to the Board, the non-management directors, any individual directors, or any committee of directors. Please follow the instructions on the website in order to send your message.

All communications received as set forth above will be opened by the Secretary for the purpose of determining whether the contents represent a message to the directors, and depending on the facts and circumstances outlined in the communication, will be distributed to the Board, the non-management directors, an individual director, or a committee of directors, as appropriate. The Secretary will make sufficient copies of the contents to send to each director who is a member of the Board or of the committee to which the envelope or ~~e-mail~~email is addressed.

Directors' Attendance at Board, Committee, and Annual Meetings

The Board of Directors held 1526 meetings during fiscal year ~~2016.~~2019. Each incumbent director attended at least 75% of the aggregate of the meetings of the Board of Directors and meetings held by all committees on which such director served, during the period for which such director served.

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It is our policy that directors are invited and encouraged to attend the annual meeting of stockholders. ~~All nine~~Eight of our nine directors serving on the Board or nominated to serve on the Board at the time of the meeting attended the ~~2015~~2018 Annual Meeting of Stockholders.

Sustainability

At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a sustainability report describing the Company's environmental, social, and governance (ESG) risks and opportunities. A report describing the Company's ESG risks and opportunities will be released prior to the Annual Meeting. When available, the report will be posted on our website atwww.riteaid.com under the headings "Corporate Info—Investor Relations."

At Rite Aid, we are dedicated to integrating Environmental, Social, and Governance initiatives into our operations, not only to retain value for our shareholders, our customers, and our associates, but also because "integrity in all we do" is one of our core values.

We have a corporate social responsibility committee comprised of senior level leadership stakeholders with cross functional representation within the Company. The corporate social responsibility committee produces our annual CSR report and leads progress on sustainability initiatives and programs throughout the company. Our corporate social responsibility committee provides corporate social responsibility updates to our Board.

Our Code of Business Ethics and Conduct outlines our core values and describes additional corporate policies on ESG issues, including polices in the areas of, among others, customer and worker safety and environmental management, including energy and waste minimization. We expect our officers, directors, and associates to uphold the standards set forth in the Code of Business Ethics and Conduct at work every day.

We conduct our business in compliance with applicable environmental, health, and safety regulations. We view conserving energy, avoiding the unnecessary generation of waste, and carrying out company activities in ways that preserve and promote a clean, safe, and healthy environment as the environmental and social sustainability priorities for our business.

We view adopting green business principles as part of our overall business strategy and believe it is a conscientious decision for our business, our community, and the environment. Over the past five years, we have made significant investments in energy efficiency and waste reduction initiatives and have committed to building new and remodeled stores to meet or exceed the national building code standards for energy efficiency. For example, in striving to conserve energy and avoid the unnecessary generation of waste, we have installed LED lighting to reduce our annual electric consumption by 18 million KWh, completed a redesign of our Thrifty Ice Cream Plant in El Monte, California, which included upgrades to a safer refrigeration system and to lighting and HVAC systems to reduce our annual electric consumption by eight million kWh, and installed a 1098 kW solar system at our distribution center in Lancaster, California that produces 30% of the location's power needs. Over the past three years, we have seen a steady decrease in energy consumption in our retail stores and have reduced our total energy consumption in our retail stores during that period by 19,031,630 kWh on a comparable store basis. In addition, Rite Aid utilizes best-in-class architectural and engineering design firms that employ Building Council LEED™-accredited staff in order to help us develop our new store designs that meet or exceed the national building code standards for energy efficiency.

We have established a Chemical Policy and, in 2018, we expanded our Restricted Substances List as part of our ongoing efforts to meet customer expectations for chemical management and product safety. We have been working closely with our supplier partners to eliminate eight chemicals of high concern from formulated private brand items since 2016, and we expect to eliminate these chemicals from our private brand items by 2020. We have also expanded our Restricted Substances List to bring

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the total number of restricted chemicals from eight to 69. To assist stakeholders in understanding the impact of these initiatives, in 2019 we will begin reporting progress towards 100% elimination of the eight chemicals of high concern from our private brand products and the number of new products launched in a year that are free of the eight chemicals of high concern. Our long-term goal is to extend the Chemical Policy to cover all of the products sold in our stores. In 2019, we plan to extend the chemical program to cover formulated products like over-the-counter medications, vitamins and supplements, as well as food and beverages.

We have also implemented "Responsible Sourcing Guidelines" (and objectives) to promote supply chains that support responsible forest management, the appropriate use of recycled content and responsible sourcing, including transparency, protocols, and mechanisms to track the wood fiber in the supply chain from its origin to the forest products supplied to Rite Aid and its customers. Our initial goal is to address the largest volume of forest products used in Rite Aid's daily business operations, such as advertising circular papers, copy and print paper and the pharmacy bags and labels used by our pharmacy and distribution centers. We have already made significant progress in achieving our goal, with 100% of the paper purchased for our advertising circulars being sourced from responsibly managed, forest-based suppliers that are compliant with independent forest certification standards.

Further information about our commitment to sustainability is available on our website under the headings "Corporate Info—Environmental Responsibility" and "Corporate Info—Chemical Policy."

Opioid Matter Oversight

The Board, the Company's management, and the Company's employees recognize the opioid epidemic that is afflicting Americans across the United States as a serious public health issue, and we have publicly expressed our commitment to addressing opioid abuse in the communities we serve. At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a report describing the corporate governance changes the Company has implemented since 2012 to more effectively monitor and manage financial and reputational risks related to the opioid crisis. The Company anticipates that a report describing the Company's approach to oversight of opioid matters will be released by October 1, 2019.

The Board and management review the Company's plans and processes for managing risk at least annually. The Board oversees risk management and considers specific risk topics on an ongoing basis, including the risks associated with opioid medications. The Board also receives periodic updates from internal subject matter experts with regard to the overall effectiveness of the Company's risk management program and significant areas of risk to the Company, focusing on the five primary areas of risk set forth above as well as other areas of risk identified from time to time by the Board, a Board committee, or management, and including risks related to opioid dispensing and the status of ongoing initiatives to combat addiction risk in the communities Rite Aid serves. In addition, each Board committee regularly reports to the full Board on risks within their respective areas of responsibility. For example, the Compensation Committee annually reviews the Company's compensation plans, programs, and policies as they relate to the Company's risk management. Rite Aid management will continue to keep the Board updated on a regular basis concerning opioid dispensing-related activities and initiatives to combat addiction.

At Rite Aid, we take our role as a community healthcare provider very seriously. This means going beyond simply complying with state laws and regulations to also raise awareness about important issues like prescription drug safety and drug abuse prevention. We are also committed to raising awareness about important issues like drug abuse prevention and prescription drug safety while advocating for increased access to education, treatment, and proper medication disposal. As one of health care's most accessible practitioners, pharmacists are uniquely positioned to help educate their patients and communities about promoting prescription safety. We are committed to working with our customers,

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local law enforcement, community groups, and both federal and state agencies to help reduce the opioid epidemic that is impacting our communities throughout the United States. Rite Aid's comprehensive strategy to address opioid and other drug abuse and misuse includes:

•: Educating our patients so they understand the risks of opioid abuse starting with their first opioid prescription, including providing all patients with new opioid prescriptions with mandatory counseling on their prescription from Rite Aid pharmacists.
•: Making DisposeRx, a first-of-its-kind opioid disposal solution, available at all of Rite Aid's pharmacies nationwide. Rite Aid provides DisposeRx packets to patients with new opioid prescriptions and offers DisposeRx packets to patients with chronic opioid prescriptions every six months. DisposeRx packets contain a biodegradable powder that, when mixed with water in the prescription vial, dissolves drugs, forming a viscous gel which may be safely discarded in the trash.
•: Making naloxone, a medication that can be used to reverse the effects of an opioid overdose, available without a prescription at all of Rite Aid's pharmacies nationwide.
•: Supporting the Centers for Disease Control and Prevention guidelines for prescribing opioids, including limiting acute opioid prescriptions to a seven-day supply, limiting the daily dosage of opioids dispensed based on the strength of the opioid, and requiring the use of immediate-release formulations of opioids before extended-release opioids are dispensed.
•: Providing ongoing education and training of Rite Aid pharmacists, including risk factors for opioid abuse, how to identify symptoms of an overdose and what to do in the event of an overdose, an overview of the naloxone therapies available, and proper administration of each and recommendations for follow-up care.
•: Participating in prescription drug monitoring programs, assuring that all pharmacists are registered for the programs in their respective state(s) of practice, and including a "red flag" process for pharmacists to regularly review prescriptions for patients.
•: Adding resources on drug safety and disposal onwww.riteaid.com under the headings "Pharmacy & Immunizations—Drug Safety & Disposal." Visitors can search for a disposal site in their community, learn how to properly dispose of medication at home, access resources provided by the Food and Drug Administration and the Drug Enforcement Administration ("DEA"), and find information on treatment for drug abuse and addiction.
•: Continuing its process to identify physicians with questionable prescription writing practices and, when appropriate, proactively discontinuing filling controlled substances for certain prescribers.
•: Continuing to support National Take-Back Days to encourage our patients to bring their unused or unwanted medications to designated sites sponsored by local law enforcement and the DEA for proper handling.
•: Developing the KidsCents Safe Medication Disposal program that is supported through the Rite Aid Foundation, which provides medication disposal units, free of charge, to local and state law enforcement agencies and enables individuals to drop off unwanted or expired medications in secure, safe locations. The Rite Aid Foundation committed $1 million to this initiative and, to date, over 450 units have been installed across the country since the launch of the program in August 2017.
•: Adding 100 new Safe Medication Disposal units in select Rite Aid stores nationwide.
•: Through the Rite Aid Foundation, committing $1.7 million over three years in partnership with EVERFI, a leading education technology company, to educate high school students to make safe and healthy decisions about prescription drugs. The digital prescription drug abuse prevention

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course is the flagship initiative of the Prescription Drug Safety Network, the nation's first public-private initiative to combat prescription drug abuse by providing prevention education to schools.

Further information about medication safety and disposal is available on our website under the headings "Pharmacy & Immunizations—Drug Safety & Disposal."

Directors' Compensation

Each non-management director receives an annual payment of $100,000 in cash, payable quarterly in arrears. In addition, (i) the Lead Independent Director received an additional annual payment of $25,000 (for so long as the Board had a Lead Independent Director); (ii) the Independent Chairman of the Board receives an additional annual payment of ~~$25,000; (ii)~~$100,000; (iii) the Chair of the Audit Committee receives an additional annual payment of $20,000; ~~(iii)~~(iv) the Chairs of the Compensation Committee and the Nominating and Governance Committee each receive an additional annual payment of $10,000; and ~~(iv)~~(v) each member of the Audit Committee (other than the Chair) receives an additional annual payment of $10,000. Non-management directors also ~~received~~receive an annual award of restricted stock ~~or restricted stock~~ units valued at ~~$120,000. The~~$120,000 (with the number of shares subject to the grant calculated by dividing 120,000 by the closing price of our common stock on the day before the date of grant, rounded to the nearest whole share). Prior to 2019, the annual grant ~~vests~~provided for vesting with respect to 80% on the first anniversary of the grant and 10% on each of the second and third

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anniversaries of the grant. The Compensation Committee undertook a review of non-management director compensation in December 2018. The Compensation Committee engaged with independent compensation consultant Exequity LLP to provide a recommendation of our overall director compensation as compared to our new peer group as discussed in the section entitled "The Compensation Committee's Process—Assessment of Company performance." As a result of the recommendation to, and approval by, the Board of Directors, for fiscal year 2019 the amount of each of the annual cash retainer and annual stock-based award described above remain unchanged. The annual stock-based award for fiscal year 2019 vests on the date of grant and the shares subject to the grant become payable on a deferred basis upon the separation from service of the director. Directors who are officers and/or Rite Aid associates receive no separate compensation for service as directors or committee members. Directors are reimbursed for travel and lodging expenses associated with attending Board of Directors and Board committee meetings.

Non-management directors are subject to our Stock Ownership Guidelines discussed on pages ~~39-40.~~51 to 52.

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DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ~~2016~~2019

The following Director Compensation Table sets forth fees, awards, and other compensation paid to or earned by our non-management directors who served during the fiscal year ended ~~February 27, 2016:~~March 2, 2019:

Name

Joseph B. Anderson, Jr.	110,000	120,000	—	—	—	—	230,000	108,288	120,000	—	—	—	—	228,288
Bruce G. Bodaken	100,000	120,000	—	—	—	—	220,000	117,120	120,000	—	—	—	—	237,120
David R. Jessick	120,000	120,000	—	—	—	—	240,000
Robert E. Knowling								18,832	120,000	—	—	—	—	138,832
Kevin E. Lofton	110,000	120,000	—	—	—	—	230,000	110,000	120,000	—	—	—	—	230,000
Myrtle S. Potter	100,000	120,000	—	—	—	—	220,000
Louis P. Miramontes								25,524	120,000	—	—	—	—	145,524
Arun Nayar								18,832	120,000	—	—	—	—	138,832
Michael N. Regan	135,000	120,000	—	—	—	—	255,000	130,973	120,000	—	—	—	—	250,973
Frank A. Savage	50,000	120,000	—	—	—	—	170,000
Marcy Syms	110,000	120,000	—	—	—	—	230,000	112,163	120,000	—	—	—	—	232,163
David R. Jessick(3)								99,457	—	—	—	—	—	99,457
Myrtle Potter(3)								82,880	—	—	—	—	—	82,880
Frank A. Savage(3)								82,880	—	—	—	—	—	82,880

(1): Represents the grant date fair value of stock awards granted in February 2019 in respect of fiscal year ~~2016~~2019 in accordance with ~~FASB ASC~~Financial Accounting Standards Board ("FASB") Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 1617 to our financial statements contained in ~~our~~the Company's Annual Report on Form 10-K ~~for~~as filed with the ~~fiscal year ended February 27, 2016. We recognize expense ratably over~~SEC on April 25, 2019. Delivery of the ~~three-year vesting period.~~shares underlying the stock awards is deferred until the directors' separation from services.

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(2): The number of unvested restricted stock ~~units~~awards outstanding as of ~~February 27, 2016~~March 2, 2019 for each ~~individual who served as a non-management~~ director ~~during fiscal year 2016~~ is detailed in the table below.

Name

Joseph B. Anderson, Jr.	June ~~20, 2013~~22, 2016	~~3,125~~77
	~~June 19, 2014~~July 17, 2017	~~3,342~~
	~~June 25, 2015~~	~~13,825~~519
Bruce G. Bodaken	June ~~20, 2013~~22, 2016	~~3,125~~77
	~~June 19, 2014~~July 17, 2017	~~3,342~~519
Kevin E. Lofton	June 22, 2016	77
	~~June 25, 2015~~July 17, 2017	~~13,825~~
~~David R. Jessick~~	~~June 20, 2013~~	~~3,125~~
	~~June 19, 2014~~	~~3,342~~
	~~June 25, 2015~~	~~13,825~~
~~Kevin E. Lofton~~	~~November 8, 2013~~	~~1,104~~
	~~June 19, 2014~~	~~3,342~~
	~~June 25, 2015~~	~~13,825~~
~~Myrtle S. Potter~~	~~November 29, 2013~~	~~895~~
	~~June 19, 2014~~	~~3,342~~
	~~June 25, 2015~~	~~13,825~~519
Michael N. Regan	June ~~20, 2013~~22, 2016	~~3,125~~77
	~~June 19, 2014~~July 17, 2017	~~3,342~~
	~~June 25, 2015~~	~~13,825~~
~~Frank A. Savage~~	~~June 25, 2015~~	~~13,825~~519
Marcy Syms	June ~~20, 2013~~22, 2016	~~3,125~~77
	~~June 19, 2014~~July 17, 2017	~~3,342~~519
David R. Jessick(3)	~~June 25, 2015~~—	~~13,825~~—
Myrtle Potter(3)	—	—
Frank A. Savage(3)	—	—

(3): ~~The number~~Each of ~~unexercised options outstanding as of February 27, 2016 for each individual who~~Ms. Potter and Messrs. Jessick and Savage served as a ~~non-management director during fiscal year 2016 is detailed in~~member of the ~~table below.~~Board through the date of our 2018 Annual Meeting. Any outstanding, unvested shares were cancelled upon their separation from the Board.

Name
Grant Date Exercise
Price($) Outstanding(#) Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
Joseph B. Anderson, Jr.
6/27/2007 6.15 50,000 50,000 —
Bruce G. Bodaken
— — — — —
David R. Jessick
— — — — —
Kevin E. Lofton
— — — — —
Myrtle S. Potter
— — — — —
Michael N. Regan
6/27/2007 6.15 100,000 100,000 —
Frank A. Savage
— — — — —
Marcy Syms
6/27/2007 6.15 50,000 50,000 —

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PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The accounting firm of Deloitte & Touche LLP ("Deloitte & Touche") has been selected as the independent registered public accounting firm for the Company for the fiscal year ending February ~~25, 2017.~~29, 2020. Deloitte & Touche has audited the accounts and records of Rite Aid and its subsidiaries since 2000. Although the selection of accounting firms does not require ratification, the Board of Directors has directed that the appointment of Deloitte & Touche be submitted to the stockholders for ratification due to the significance of their appointment by the Company. If the stockholders do not ratify the appointment of Deloitte & Touche, the Audit Committee will consider the appointment of another independent registered public accounting firm. A representative of Deloitte & Touche will be present at the Annual Meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions.

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ~~2017.~~2020.

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PROPOSAL NO. 3

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act, we are including in this proxy statement a resolution, subject to stockholder vote, to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (as defined in the section entitled "Executive Compensation—Compensation Discussion and Analysis").

Prior to voting, stockholders ~~may wish to~~should carefully review our discussion of the compensation of our Named Executive Officers, as presented in the Compensation Discussion and Analysis, tables, and narrative disclosure on pages ~~25-40,~~33 to 66, as well as the discussion of modifications made as a result of stockholder outreach efforts on pages 36 to 37, and the discussion regarding the Compensation Committee on pages ~~15-16.~~17 to 18.

The Company's primary compensation goals for our Named Executive Officers are to attract, motivate, and retain the most talented and dedicated executives and to align the interests of our Named Executive Officers with the interests of our stockholders. The Company's compensation programs are designed to reward our Named Executive Officers for the achievement of annual and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The Company encourages stockholders to review the executive compensation disclosure in the Compensation Discussion and Analysis section and executive compensation tables in this proxy statement for complete details of ~~how~~ its compensation ~~policies and procedures~~program for its Named Executive Officers, ~~operate~~changes made since the prior fiscal year, and ~~are~~how the program is designed to achieve the Company's compensation objectives.

We believe that the Company's compensation programs for its Named Executive Officers have ~~been effective at promoting the achievement of positive results,~~operated to appropriately ~~aligning~~align pay ~~and~~with performance and ~~in enabling~~enabled the Company to attract and retain ~~very~~ talented executives within our industry, while at the same time avoiding the encouragement of unnecessary or excessive ~~risk taking.~~risk-taking.

We are asking our stockholders to indicate their support for the compensation of our Named Executive Officers as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives you as a stockholder the opportunity to express your views on our fiscal year ~~2016~~2019 compensation for our Named Executive Officers. This vote is not intended to address any specific item of compensation; rather, the vote relates to the overall compensation of our Named Executive Officers as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Accordingly, the following resolution is submitted for a stockholder vote at the Annual Meeting:

~~"RESOLVED,~~ "RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's Proxy Statement for the ~~2016~~2019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion."

Although this is an advisory vote which will not be binding on the Compensation Committee or the Board, the Compensation Committee and the Board will carefully review the results of the stockholder vote. The Compensation Committee will consider stockholders' concerns and take them into account in future determinations concerning compensation of its Named Executive Officers. The Board therefore recommends that you indicate your support for the compensation of the Company's Named Executive Offices in fiscal year ~~2016,~~2019, as outlined in the above resolution.

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE APPROVAL OF THE COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN THIS PROXY STATEMENT.

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STOCKHOLDER PROPOSAL

We expect the following proposal (Proposal No. 4 on the proxy card) to be presented by stockholders at the Annual Meeting. The proposal and supporting statement may contain assertions about Rite Aid or other statements that we believe are incorrect. We have not attempted to refute all of these inaccuracies, and the Company is not responsible for the content of the proposal. The Board has recommended a vote against the proposal for the reasons set forth following the proposal.

PROPOSAL NO. 4

STOCKHOLDER PROPOSAL—SEEKING A BY-LAW AMENDMENT FOR A 10% OWNERSHIP
THRESHOLD FOR STOCKHOLDERS TO CALL SPECIAL MEETINGS

Steven Krol, who owns approximately 12,763 shares of common stock (based on information provided to us by Mr. Krol and adjusted to reflect the reverse stock split that occurred in April 2019) and whose address will be provided by the Company promptly upon oral or written request, has notified us that he intends to present the following proposal at the Annual Meeting. The Board of Directors strongly opposes adoption of the proposal and asks stockholders to review the Board's response, which follows the proposal and the proponent's supporting statement below.

Stockholder Proposal and Supporting Statement

RESOLVED, shareholders recommend our board amend the bylaws and other necessary governing documents to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareholder meeting. Numerous Fortune 500 companies allow this, and in this percentage. This proposal does not impact the existing board/senior management's sole power to call such a special meeting, now denied other shareholders in our company by-laws, although otherwise permitted under Delaware law.

Special meetings allow shareholders to vote on important matters, such as electing new directors, that can arise between annual meetings, the lack of which can and have negatively impacted our stock price over the recent years. Our recent resignation of 3 directors could have easily occurred much sooner than the October 2018 Annual Meeting, which was already delayed more than 15 months since the prior Annual Meeting. Delaware law requires an Annual Meeting take place no later than 13 months from the previous Meeting. While our board has indicated a desire to continue to refresh the board, there appears no urgency to do so, and certainly not before an Annual Meeting.

The Albertsons merger announcement could have been abandoned soon after February 2018 at a Special Meeting, rather than wasting double digit millions of shareholder dollar assets to close a seriously flawed merger attempt, even according to ISS and Glass Lewis, which was not terminated until less than 24 hours before the vote! Millions of dollars in retention bonuses, and millions more in stock options bestowed on senior management recently could have likewise been avoided altogether.

The 2018 proxies revealed the board's private discussions with many of the top holders after the termination of the Albertsons merger, whose specific conversations were not divulged to all other stockholders. A special meeting, many months before this could have allowed all attending stockholders, large and small, their input with the board and places investors in a much better and timely position to ask for immediate improvements, such as director replacement.

Please vote "FOR" Proposal # 4 to increase management accountability to all its shareholders and enhance shareholder value.

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THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" THIS
PROPOSAL FOR THE FOLLOWING REASONS:

The Board believes this stockholder proposal is unnecessary as our stockholders already have the right to call special meetings.

As discussed on pages 7 to 8 of this proxy statement, the Company has had a more robust stockholder engagement program in recent months. After carefully considering feedback from our stockholders, in April 2019, the Board amended our By-Laws to permit special meetings of the stockholders to be called by stockholders of record holding at least 20% of the Company's common stock. The Board believes that a 20% ownership threshold for the right to call special meetings strikes a reasonable and appropriate balance between enhancing stockholder rights and protecting against the risk that a small group of stockholders, including stockholders with special interests, could call special meetings.

Allowing a small group of stockholders to call special meetings could be detrimental to the interests of a majority of our stockholders and other stakeholders. The Company's current 20% ownership threshold provides a reasonable number of stockholders with a meaningful right to require the Company to hold a special meeting without exposing the Company and its stockholders to unreasonable expense and disruption. These costs can be significant, including the costs of preparing and distributing proxy materials and the diversion of Board and management attention from the oversight and management of our business. Because special meetings require a considerable investment in resources, they should be limited to circumstances where a meaningful number of stockholders believe a matter is sufficiently urgent or extraordinary that it must be addressed between annual meetings. We believe a 20% threshold strikes the necessary balance between enhancing our stockholders' ability to act on important matters in between annual meetings and protecting the Company and other stockholders by allowing only a meaningful group of stockholders to exercise this right.

The Board believes that the Company's current special meeting stockholder right should be evaluated in the context of our demonstrated commitment to best practices and accountability and responsiveness to our stockholders. Our governance practices, including ways to communicate with our Board, are described on pages 14 to 24 of this proxy statement. In particular, as described on page 20 of this proxy statement, stockholders and other interested parties may contact any member (or all members) of the Board, any Board committee or any chair of any such committee by mail or electronically.

We actively engage with our stockholders throughout the year, and we share feedback from those discussions with our entire Board. At times, our directors participate in those discussions and speak to stockholders directly. Following engagement with our stockholders, the Board accelerated the Board refreshment process, nominating three new independent directors at the 2018 Annual Meeting and appointing two new independent directors in April 2019. In addition, the Board has a history of being responsive to stockholders, amending our By-Laws in April 2015 to adopt a proxy access right and in December 2018 to require that the Chairman of the Board be an independent director. Additionally, following the 2018 annual meeting, the Company is working to produce reports on the Company's consideration of sustainability matters and the Company's approach to oversight of opioid matters, which are discussed on pages 21 to 24 of this proxy statement.

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In view of the existing right of stockholders to call special meetings and our other sound governance practices that ensure accountability of the Board and management to stockholders, the Board believes this stockholder proposal is unnecessary and not in the best interests of stockholders.

RECOMMENDATION

FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "AGAINST" THE STOCKHOLDER PROPOSAL SEEKING A
BY-LAW AMENDMENT FOR A 10% OWNERSHIP THRESHOLD FOR STOCKHOLDERS TO CALL
SPECIAL MEETINGS.

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EXECUTIVE OFFICERS

Officers are appointed annually by the Board of Directors and serve at the discretion of the Board of Directors. Set forth below is information, as of ~~April 26, 2016~~May 31, 2019, regarding the current executive officers of Rite Aid.

Name	Age			Position with Rite Aid

John T. Standley(1)	53	56		~~Chairman and~~ Chief Executive Officer
~~Kenneth A. Martindale~~Bryan B. Everett	56	46		~~President of Rite Aid Corporation and CEO of Rite Aid Stores~~Chief Operating Officer
~~Darren W. Karst~~Matthew Schroeder	56	49		~~Senior Executive Vice President,~~ Chief Financial ~~Officer and Chief Administrative~~ Officer
~~Dedra N. Castle~~Jocelyn Z. Konrad		49		Executive Vice President, Pharmacy and Retail Operations
Brian Hoover		54		Chief ~~Human Resources~~Accounting Officer
~~Enio Anthony Montini, Jr.~~ Ben Bulkley	63		~~Executive Vice President, Merchandising & Distribution~~
~~Jocelyn Konrad~~	46		~~Executive Vice President, Pharmacy~~
~~Bryan Everett~~	43		~~Executive Vice President, Store Operations~~
~~David Abelman~~	56		Chief Executive ~~Vice President, Marketing~~
~~Douglas E. Donley~~	53		~~Senior Vice President and Chief Accounting~~ Officer of EnvisionRxOptions

(1): ~~Mr. Standley's biographical information is provided above in~~On March 12, 2019, the ~~section identifying~~Company announced that the Board ~~of Directors.~~was commencing a search process for a new Chief Executive Officer.

~~Kenneth A. Martindale.~~John T. Standley. Mr. ~~Martindale was appointed CEO of Rite Aid Stores effective August 3, 2015. Mr. Martindale continues to serve as President, the title he~~Standley, Chief Executive Officer, has ~~held~~been Chief Executive Officer since June 2010 and was President from September 2008 until June 2013. ~~He has previously~~Mr. Standley served as ~~Rite Aid's~~Chairman of the Board from June 21, 2012 through October 30, 2018. He was the Chief Operating Officer ~~since June 2010. From December~~from September 2008 until June ~~2010,~~2010. He also served as a consultant to Rite Aid from July 2008 to September 2008. From August 2005 through December 2007, Mr. Standley served as Chief Executive Officer and was a member of the board of directors of Pathmark Stores, Inc. From June 2002 to August 2005, he served as ~~Rite Aid's~~ Senior Executive Vice President and Chief ~~Merchandising, Marketing~~Administrative Officer of Rite Aid and, ~~Logistics Officer. Mr. Martindale~~in addition, in January 2004 was appointed Chief Financial Officer of Rite Aid. He had served as Co-President, Chief Merchandising and Marketing Officer for Pathmark Stores, Inc. from January 2006 until its acquisition by the Great Atlantic & Pacific Tea Company in December 2007. In January 2000, Mr. Martindale joined the Board of Directors of Intesource, Inc.; became Chairman of the Board in March 2004; and served as President, Chief Executive Officer and Chairman of the Board from November 2004 until January 2006. From September 1999 until November 2004, Mr. Martindale was Principal of Martindale Development Group, L.L.C. From September 1999 until July 2003, Mr. Martindale was Managing Director/CEO of Orchard Street, Inc., a privately held specialty food retailer which he founded and owned. Mr. Martindale was Executive Vice President of Sales and Procurement with Fred Meyer, Inc. from January 1998 until September 1999 and was Senior Vice President of Sales and Procurement with Smith's Food & Drug Centers, Inc. from June 1996 until January 1998. Mr. Martindale currently serves on the Board of Directors of the National Association of Chain Drug Stores.

~~Darren W. Karst.~~ ~~Mr. Karst was appointed~~ Senior Executive Vice President and Chief Financial Officer of Rite Aid from September 2000 to June 2002 and ~~Chief Administrative Officer effective October 25, 2015. Prior to this appointment, Mr. Karst~~had served as Executive Vice President and Chief Financial Officer ~~since August 20, 2014. Prior to joining~~of Rite Aid from ~~2002~~December 1999 until ~~2014,~~September 2000. Mr. ~~Karst~~Standley served ~~as Executive Vice President, Chief Financial Officer~~on the SUPERVALU INC. board of directors from May 2013 to July 2015 and ~~Assistant Secretary with Roundy's,~~on the board of directors of CarMax, Inc.~~, a Wisconsin-based supermarket chain. From March 1995 until March 1996,~~ from August 2017 to January 2018. Mr. ~~Karst served as Senior Vice President, Chief Financial Officer, Secretary~~Standley currently serves on the National Association of Chain Drug Stores' board of directors and Director of Dominick's Supermarkets, Inc. and from March 1996 until the acquisition of Dominick's by Safeway in 1998, Mr. Karst served as Executive Vice President, Finance and Administration, Chief Financial Officer, Secretary and Director. Mr. Karst was a partner at the Yucaipa Companies, a private equity investment firm, from 1991 to 2002.

~~Dedra N. Castle.~~ Ms. Castle has served as our Executive Vice President, Chief Human Resources Officer since March 24, 2014. Prior to joining Rite Aid, from 2012 until 2014, Ms. Castle was a founding member and managing partner of Castle Partners, LLC, a human resources management

~~Table of Contents~~

services firm, and Level Mediation, LLC, a multi-state mediation firm. From 2008 until 2012, Ms. Castle worked for the Sam's Club Division of Wal-Mart Stores, Inc., where she served as the Vice President of Club/Field Support, People, Inclusion, Diversity and Policy. Prior to joining Sam's Club, she held senior human resources positions at Winn-Dixie Stores, Inc. and Auto Zone Stores, Inc.

~~Enio Anthony Montini, Jr.~~ Mr. Montini was appointed Executive Vice President, Merchandising & Distribution effective August 2015. Prior to this position, he served as Executive Vice President, Merchandising since April 2011, and from February 2010 to April 2011, he served as Senior Vice President, Category Management. From February 2008 until January 2010 he served as Executive Vice President, Chief Operating Officer with MARC USA, a privately held company. From February 2005 until January 2008, Mr. Montini was Senior Vice President of Operations with MARC USA and from September 2004 until January 2005, he served as Senior Vice President, Channel Marketing with MARC USA.

~~Jocelyn Konrad.~~ Ms. Konrad was appointed Executive Vice President, Pharmacy effective August 3, 2015. Prior positions at Rite Aid include Regional Pharmacy Vice President, President of Healthcare Initiatives and most recently, Group Vice President of Pharmacy Initiatives and Clinical Services. Prior to joining Rite Aid, Ms. Konrad served as a District Manager for Eckerd Pharmacy from 1997 through 2007. From 1992 to 1997, she served as a pharmacist for Thrift Drug Pharmacy. Ms. Konrad is a ~~registered pharmacist and holds a Bachelor~~member of ~~Science degree from Philadelphia College of Pharmacy and Science.~~the Board's Executive Committee.

Bryan B. Everett. Mr. Everett was appointed Chief Operating Officer as of March 12, 2019. Prior to his promotion to this position, Mr. Everett served as Chief Operating Officer of Rite Aid Stores since September 1, 2017. Prior to that position, Mr. Everett served as the Executive Vice President of Store Operations ~~effective~~since joining the Company on August 3, 2015. Previously, Mr. Everett served as the Senior Vice President of Store Operations at Target Corporation, overseeing the support functions and strategy for all stores. From February 2011 to March 2014, Mr. Everett served as the Senior Vice President of Target stores in the north region, with responsibility for total operations of 457 stores. Mr. Everett held multiple senior leadership positions in stores, operations, and merchandising at Target since 2002. Prior to joining Target, Mr. Everett held leadership positions in the grocery industry with Aldi Foods and Fleming Wholesale.

~~David Abelman.~~Jocelyn Z. Konrad. ~~Mr. Abelman~~Ms. Konrad was appointed Executive Vice President, ~~of Marketing~~Pharmacy and Retail Operations effective March 12, 2019, after serving in the role as Executive Vice President, Pharmacy since August 3, 2015. Prior ~~to this position, he served as our Senior~~positions at Rite Aid include Regional Pharmacy Vice President, President of Healthcare Initiatives and most recently, Group Vice President of ~~Brand Development & Innovation since April 2014.~~Pharmacy Initiatives and Clinical Services. Prior to joining Rite Aid, ~~Mr. Abelman was CEO and co-founder of Self Health Nation. Mr. Abelman also~~Ms. Konrad served as ~~Executive Vice President~~a District Manager for Eckerd Pharmacy from 1997 through 2007. From 1992 to 1997, she served as a pharmacist for Thrift Drug Pharmacy. Ms. Konrad is a registered pharmacist and ~~Chief Marketing & Merchandising Officer at AC Moore~~holds a Bachelor of Science degree from ~~May 2009 through December 2011~~Philadelphia College of Pharmacy and ~~Senior Vice President~~Science.

Table of ~~Marketing for Michael's from August 2005 through December 2007. He has also held senior marketing positions at Office Depot, Daymon Associates and the Great Atlantic & Pacific Tea Company.~~Contents

~~Douglas E. Donley. Mr.~~Matthew Schroeder. ~~Donley has~~Mr. Schroeder was appointed Chief Financial Officer as of March 12, 2019. Prior to his promotion to this position, Mr. Schroeder served as ~~our~~ Senior Vice President, Chief Accounting Officer and Treasurer of Rite Aid Corporation since ~~October 2005. He had been~~2017. Mr. Schroeder joined Rite Aid in 2000 as Vice President of Financial Accounting and served as Group Vice President ~~Corporate Controller~~of Strategy, Investor Relations and Treasurer from ~~1999~~2010 to ~~October 2005.~~2017. Prior to joining the Company, Mr. ~~Donley~~Schroeder worked for Arthur Andersen, LLP, where he held several positions of increasing responsibility, including audit senior and audit manager. He also currently serves as treasurer and a member of the board of directors of The Rite Aid Foundation.

Brian Hoover. Mr. Hoover was appointed Chief Accounting Officer as of March 12, 2019. Prior to his promotion to this position, Mr. Hoover served as ~~the acting principal financial officer~~Group Vice President and Controller of the Company since 2017. Prior to that position, Mr. Hoover served as Vice President, Financial Reporting and Accounting from ~~October 7~~2008 to ~~October 8, 2008, and as a financial analyst for~~2017. Over the past 24 years, Mr. Hoover has served in various positions of increasing responsibility at the Company ~~from 1996 to 1999. He~~in financial analysis, category management and marketing, budgeting, and accounting.

Ben Bulkley. Mr. Bulkley was ~~an internal auditor for Harsco Corporation from 1994 to 1996.~~appointed Chief Executive Officer of EnvisionRxOptions as of February 21, 2019. Prior to joining ~~Harsco,~~the Company, he ~~was an auditor~~most recently served as chief executive officer and co-founder of Trellis Rx, a private equity-backed company that builds specialty pharmacies for ~~KPMG Peat Marwick.~~health systems. Prior to Trellis Rx, Mr. Bulkley led the specialty businesses of Aetna Inc., including its pharmacy, behavioral health, and TPA businesses. Mr. Bulkley has also served as chief operating officer of Allscripts Health Solutions, Inc., a healthcare IT platform provider focused on connected care; senior vice president of global commercial operations at Invitrogen, a provider of life sciences technologies for disease research and drug discovery; and vice president and general manager of global services in the IT division of General Electric Company's Healthcare business.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

We encourage you to read this Compensation Discussion and Analysis for a detailed discussion and analysis of our fiscal year ~~2016~~2019 executive compensation program for the individuals named below. We refer to these individuals throughout this Compensation Discussion and Analysis and the accompanying tables as our "Named Executive Officers."

Name		Title

John T. Standley		~~Chairman and~~ Chief Executive Officer
~~Kenneth A. Martindale~~Kermit Crawford(1)		President ~~of Rite Aid Corporation~~ and ~~CEO of Rite Aid Stores~~Chief Operating Officer
Darren W. ~~Karst~~Karst(2)		Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer
~~Enio Anthony Montini, Jr.~~ Bryan B. Everett(3)		Chief Operating Officer, Rite Aid Stores
Jocelyn Z. Konrad(4)		Executive Vice President, ~~Merchandising & Distribution~~
~~Dedra N. Castle~~		~~Executive Vice President, Chief Human Resources Officer~~
~~Frank G. Vitrano~~		~~Chief Strategic Business Development Officer~~
~~Robert K. Thompson~~		~~Special Advisor to President of Rite Aid Corporation~~Pharmacy

(1): Mr. Crawford left the Company as of March 12, 2019.
(2): Mr. Karst left the Company as of May 31, 2019.
(3): Mr. Everett was promoted to Chief Operating Officer of the Company effective March 12, 2019.
(4): Ms. Konrad was promoted to Executive Vice President, Pharmacy and Retail Operations effective March 12, 2019.

Executive Summary

Our ~~Company.~~Company

Rite Aid ~~Corporation~~ is the third largest retail drugstore chain in the United States based on revenues and number of stores ~~operating 4,561 stores~~and has Pharmacy Benefits Management ("PBM") operations through EnvisionRxOptions and its affiliates. As of March 2, 2019, we operated 2,469 retail drugstores in 18 states across the country.

We, along with the retail pharmacy industry as ~~of February 27, 2016~~a whole, continue to face challenges in ~~31 states~~relying significantly on third party payors. Over the past several years, third party payors, including the Medicare Part D plans and the ~~District~~state-sponsored Medicaid and related managed care Medicaid agencies, have changed the eligibility requirements of ~~Columbia. In~~participants and have successfully reduced reimbursement rates, causing a reduction in our Adjusted EBITDA.

Significant Events

Fiscal year 2019 was impacted by two significant events:

•: The Albertsons Companies, Inc. Transaction, and
•: The Walgreens Boots Alliance, Inc. ("WBA") Transactions.

Additionally, after fiscal ~~2016~~year end, we ~~acquired EnvisionRx,~~implemented a ~~Pharmacy Benefit Management (PBM) provider, as we continued~~leadership transition plan that will significantly change our ~~transition~~Named Executive Officers for fiscal year 2020.

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Albertsons Companies, Inc. Transaction

On February 18, 2018, Rite Aid entered into an Agreement and Plan of Merger (the "Merger Agreement") with Albertsons Companies, Inc. and the Merger Subs. Based on the lack of our stockholder support, on August 8, 2018, Rite Aid, Albertsons, and the Merger Subs entered into a ~~retail health care company. Our goals are~~Merger Termination Agreement pursuant to ~~consistently understand~~which the parties mutually agreed to terminate the Merger Agreement. Subject to limited customary exceptions, the Merger Termination Agreement mutually released the parties from any claims of liability to one another relating to the contemplated merger. With the termination of the merger, Rite Aid is no longer subject to the interim operating covenants and ~~exceed~~restrictions in the ~~expectations~~Merger Agreement.

WBA Transactions

On September 18, 2017, we entered into an Amended and Restated Asset Purchase Agreement ("APA") with WBA. Pursuant to the terms and subject to the conditions set forth in the APA, WBA agreed to purchase from Rite Aid 1,932 stores, three distribution centers, related inventory, and other specified assets and liabilities related thereto for a purchase price of our customers by providing them with the best products, services and advice to meet their unique needs, thereby allowing us to meet our key business objectives and ultimately provide sustainable long-term value to our stockholders.approximately $4.375 billion, on a cash-free, debt-free basis.

We ~~believe that accomplishing these goals starts with our ability~~completed the store transfer process in March of 2018, which resulted in the transfer of all 1,932 stores and related assets to ~~attract, retain~~WBA and ~~appropriately motivate executive officers who~~ have received cash proceeds of $4.157 billion. On September 13, 2018, we completed the ~~knowledge, experience and leadership ability to manage our business and promote a culture~~sale of ~~teamwork and development that inspires each and every~~ one of our ~~associates~~distribution centers and related assets to ~~give their best effort every day.~~WBA for proceeds of $61.2 million. The transfer of the two remaining distribution centers and related assets remains subject to minimal customary closing conditions applicable only to the distribution centers being transferred at such distribution center closings, as specified in the APA.

We ~~feel~~have agreed to provide transition services under the Transitional Services Agreement ("TSA") to WBA for up to three years after the initial closing of the sale. Under the terms of the TSA, we provide various services on behalf of WBA, including but not limited to the purchase and distribution of inventory and virtually all selling, general, and administrative activities. The initial term of the TSA was to continue until October 17, 2019. On May 1, 2019, WBA provided Rite Aid with written notice that it was extending the TSA for two additional six-month periods, which extends the end date of the TSA to October 17, 2020. Pursuant to the TSA, WBA paid TSA fees of $80.2 million during the fifty-two week period ended March 2, 2019 and $8.4 million in the fifty-two week period ended March 3, 2018, which are reflected as a reduction to selling, general, and administrative expenses.

Post Fiscal Year End Leadership Transition Plan

As previously announced, since the close of the 2019 fiscal year, we have ~~assembled~~executed on a ~~very strong team of executives, which has in turn resulted in~~leadership transition plan and an organizational restructuring to better align our ~~ability~~Company's structure with the Company's size and operations and to ~~attract and retain highly talented individuals at all levels~~reduce costs. As part of the leadership transition, the Board has commenced a search process for a new CEO. John Standley will remain CEO until the appointment of his successor. Bryan Everett, Chief Operating Officer of Rite Aid Stores, has been promoted to Chief Operating Officer of the Company, succeeding Kermit Crawford, who has left the Company. Matt Schroeder, formerly our Chief Accounting Officer and Treasurer, has been promoted to Chief Financial Officer. Mr. Schroeder succeeded Darren Karst, who left the Company this spring after supporting a brief transition. Jocelyn Konrad, Executive Vice President, Pharmacy, has been promoted to Executive Vice President, Pharmacy and Retail Operations. In addition, the Company announced actions that will reduce managerial layers and consolidate roles across the organization, ~~who are committed to our core values~~resulting in the elimination of ~~excellence, integrity~~approximately 400 full-time positions, or more than 20% of the corporate positions located at the Company's headquarters and ~~respect for people and have~~across the ~~ability to execute our strategic and operational priorities. This combination~~field organization.

Table of ~~strong executive leadership and highly talented and motivated team-driven associates played a key role in our strong financial performance in fiscal year 2016, as described below.~~Contents

Our Fiscal Year ~~2016 Performance.~~2019 Performance Measures for Incentive Programs

WeDespite our executive leadership team's continued focus on driving our business, we were faced with continued prescription reimbursement rate challenges that we were unable to fully offset, which is an issue that has also impacted the broader retail pharmacy industry and which has negatively impacted our Adjusted EBITDA. Additionally, the extended duration of the WBA merger and asset sale process, the establishment of TSA services, the attempted merger with Albertsons, and the resulting uncertainty had a ~~successful year in~~negative impact on our fiscal year ~~2016,~~2019 results. Below is additional detail related to key financial indicators used as ~~evidenced by~~performance measures in our ~~strong performance in the key areas described below:~~incentive programs for fiscal year 2019. All amounts, unless stated otherwise, are for continuing operations:

•: ~~Our~~ Adjusted EBITDA ~~which is a key measure we use to assess our performance,~~ was ~~$1,402~~$563 million ~~compared to $1,323 million~~or 2.6% of revenues for fiscal year ~~2015.~~2019 compared to $560 million or 2.6% of revenues for the prior year. See the discussion under the caption "Cash Incentive Bonuses" below for more detail on how ~~we calculate~~ Adjusted

~~Table~~ EBITDA was used. While overall Adjusted EBITDA was relatively neutral, the Retail Pharmacy segment improved by $17 million, which was offset by a $13 million reduction in the Pharmacy Services segment. The increase in the Retail Pharmacy Segment Adjusted EBITDA was driven primarily by the $80 million of ~~Contents~~

~~EBITDA.~~fees earned through the TSA and paid by WBA, as well as by lower salaries and benefits, partially offset by lower front-end and pharmacy gross profit and increased distribution costs caused partially by the realignment of stores within our distribution network. The decrease in the Pharmacy Services segment Adjusted EBITDA was driven by compression in our commercial business and other operating investments to support current year and further growth. See Appendix A for a reconciliation of our Adjusted EBITDA, which is a non-GAAP measure, to net income under GAAP.

•: Our leverage ratio, which measures how efficiently we use our available capital, was 4.87 when adjusted for a full year of EnvisionRx EBITDA. This was an increase to our fiscal year 2015 leverage ratio of 4.27 as a result of the additional debt incurred to acquire EnvisionRx. Our actual leverage ratio was better than our target of 4.99 when adjusted for a full year of EnvisionRx EBITDA (note that lower leverage ratios represent better performance).
•: ~~We continued to strategically deploy our capital with the acquisition of EnvisionRx and the completion of over 400 remodeled stores.~~
•: ~~Rite Aid had revenues of $30.7 billion~~Our return on net assets for fiscal year 2019 was –0.1% as compared to ~~revenues of $26.5 billion in the prior~~0.8% for fiscal year ~~an increase of $4.2 billion or 15.9 percent. Retail Pharmacy Segment revenues were $26.9 billion and increased 1.3 percent compared to the prior year primarily as~~2018. This ratio is a ~~result of an increase in same store sales. Pharmacy Services Segment revenues were $4.1 billion from the date~~measure of the ~~acquisition of EnvisionRx, which was June 24, 2015, through the end of the fiscal year.~~
•: Our stock price remained relatively unchanged from the beginning of fiscal year 2016 to the end of fiscal year 2016. Our stock price has increased over 20% since the beginning of fiscal year 2014. We have entered into a merger agreement with Walgreens Boots Alliance that will result in our shareholders receiving $9.00 per share upon completion of the transaction. We believe this shareholder value was a direct resulteffective deployment of our ~~consistent performance over those fiscal years.~~
•: We had adjusted net income of $241.0 million, or $0.23 per diluted share compared to last year's adjusted net income of $273.0 million or $0.27 per diluted share. This decline in adjusted net income resulted primarily from increased interest expense incurred in connection with the company's acquisition of EnvisionRx and higher depreciation expense related to an increase in capital spending, partially offset by an increase in adjusted EBITDA. See Appendix A for a reconciliation ofassets within our ~~adjusted net income and adjusted net income per diluted share, which are non-GAAP measures, to net income under GAAP.~~business.

Our Executive Compensation ~~Philosophy.~~Philosophy

We believe strongly that pay should align with performance, and this focus is reflected in our executive compensation programs. We seek to provide our Named Executive Officers with opportunities to earn total direct compensation (base salary, annual incentives, and long-term incentives) that ~~are~~is generally ~~aligned with~~comparable to compensation levels provided to peer company executives and executives within ~~similarly-sized~~other similarly sized retailers more broadly. With the compensation programs' strong focus on performance and the continued operating pressures related to the WBA and Albertsons transactions, prior to fiscal year 2019, we provided some of our executive officers with retention awards in an effort to retain them during the time of uncertainty. See the Wind-Down of Retention section on pages 49 to 50 for further discussion of these efforts.

Because of our desire to reinforce a performance-based culture, the Company emphasizes a ~~pay~~regular compensation mix that is comprised primarily of variable pay. As a result, base salary makes up the smallest portion of total direct compensation for the Named Executive Officers, with variable pay in the form of annual and long-term incentives comprising the large, remaining portion. The compensation mix varies by position, taking into account each position's ability to influence Company results, as well as competitive practice. See page 3142 for a graphical representation of pay mix by executive.

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Consideration of Stockholder Votes on Executive ~~Compensation.~~Compensation

In ~~June 2011,~~July of 2017, our stockholders voted to hold an advisory vote on executive compensation every year. Consistent with that vote, the Board resolved to hold an advisory "say-on-pay" vote every year in connection with its annual meeting of stockholders.

At our ~~2015~~2018 Annual Meeting, held October 30, 2018 after the termination of the Albertsons transaction, approximately ~~95%~~16.5% of shares ~~voting on the proposal approved~~voted in favor of the compensation of our Named Executive ~~Officers~~Officers. The Compensation Committee took the disapproval of our executive compensation by our stockholders very seriously. The outcome of our 2018 say-on-pay vote was a clear signal that our stockholders took issue with some aspects of our executive compensation program, and we were determined to understand stockholder perspectives on ~~a non-binding, advisory basis. As a result~~this program and committed to making constructive changes in response.

After the termination of the ~~overwhelming support~~Albertsons transaction, we engaged in enhanced stockholder outreach efforts. Investors' main concern with matters of ~~our stockholders in respect~~compensation was the use of retention awards and the ~~say-on-pay vote conducted at our 2015 Annual Meeting,~~mid-year adjustment to the fiscal year 2018 annual incentive performance target. At that time, while the Compensation Committee ~~determined~~was focused on a performance-based culture, it also recognized the importance of keeping management engaged during a time of significant challenges, including supporting the TSA processes, and entering into the Albertsons Merger Agreement. The decision to use retention awards was also made with the knowledge that much of the previously granted performance-based awards were tracking below target metrics and had a high likelihood of not having any realizable value, which heightened the risk that we would be unable to attract and retain the talent needed to run our business. For a comparison of the Named Executive Officers' realized long-term performance pay to the compensation shown in the Summary Compensation Table disclosure, see the discussion under the caption "Realized Long-Term Incentive Awards" on pages 42 to 43.

We have continued to engage with stockholders since August 2018 and following the 2018 Annual Meeting, including on compensation matters. Based on the "say-on-pay" voting results and the feedback we received from stockholders, the Company took action to review all compensation programs in place and incorporate design changes into the compensation structures to ensure stronger stockholder alignment going forward.

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What We Heard from Stockholders						Actions We Took in Response


		• Our stockholders generally did not approve of the use of retention awards.				• We did not enter into any new individual retention agreements with any of our Named Executive Officers in fiscal year 2019 and have no plans to enter into any such new retention agreements in fiscal year 2020.

		• Our stockholders generally did not approve of a mid-year adjustment to our fiscal year 2018 annual incentive plan to reflect the impact of the significant events and operational challenges occurring in the first half of fiscal year 2018.				• We did not make any adjustments to our incentive plans for fiscal year 2019 and do not intend to make any mid-year adjustments to our incentive plans for fiscal year 2020.

		• Our stockholders expressed a general discomfort with a lack of alignment between Company performance and pay.				• While we understand the concern based on reported pay, the realized value of our performance-based long-term pay was aligned with stockholder return. See the impact on Realized Long-Term Incentives on pages 42 to 43. • We refined our peer group for fiscal year 2020 to (among other changes) remove CVS Health Corp. and Walgreens Boots Alliance, Inc.; even though each organization is a direct competitor from both business and talent acquisition perspectives, the Compensation Committee determined that these organizations are no longer appropriate peers given their significantly larger scope of operations. • We increased the emphasis on performance-based long-term incentives in fiscal year 2019, such that Performance-Based Restricted Cash Units represented 70% of the total long-term incentive opportunity, and time-based restricted stock represented 30% of the total long-term incentive opportunity.

that no material changes should be made to our executive compensation program for our Named Executive Officers in fiscal year 2016. Additionally, the 2015 advisory stockholder proposal on vesting performance awards, which received support of a majority of votes cast at the 2015 annual meeting, has been substantially implemented as a result of the Agreement and Plan of Merger with Walgreens Boots Alliance. At our 2016 special shareholder meeting, 89% of votes cast by our stockholders approved, by means of non-binding, advisory vote, compensation that will or may become payable by Rite Aid to its named executive officers in connection with the Merger (as defined below). As in the past, the Compensation Committee will continue to review the results of future advisory say-on-pay votes and will consider ~~stockholders'~~stockholder concerns and take them into account in future determinations ~~concerning~~regarding the compensation of our Named Executive Officers.

Our Fiscal Year ~~2016~~2019 Pay ~~Decisions.~~Decisions

We used Adjusted EBITDA as the primary financial metric in our annual incentive plan and long-term performance awards in fiscal year ~~2016.~~2019. We believe this was appropriate because EBITDA growth has historically shown a strong positive correlation with three-year and five-year total stockholder return for Rite Aid and its peer group and ~~that it~~ represented the best indicator of Rite Aid's operating performance based on our financial situation and corporate structure. In establishing performance measures for our fiscal year 2019 incentive programs, we recognized that there were substantial reductions in prescription reimbursement rates that would have to be overcome.

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Our Consolidated Adjusted EBITDA (which consists of Adjusted EBITDA from continuing operations plus Adjusted EBITDA from the stores sold to Walgreens up to each store's respective sale date), for short-term incentive calculation purposes, for fiscal year 2019 was $563 million, which was below our annual plan target of $645 million, but above the threshold performance level of $548 million. Based on performance against the goal, and as described in more detail below under "Cash Incentive Bonuses," our Named Executive Officers were paid bonuses at 58% of target for fiscal year 2019 performance. See Appendix A for a reconciliation of our Adjusted EBITDA, which is a non-GAAP measure, to net income under GAAP.

With respect to long-term performance awards, ~~the Compensation Committee replaced the leverage ratio with~~ a return on net asset ratio ascontinued to be a component of the performance ~~metric over the three year performance period.~~assessment. The Compensation Committee believes that return on net assets is a key indicator of our corporate performance, as it measures how efficiently and effectively we deploy our assets (return on net assets) and focuses management on the need to improve the Company's financial condition over time. Additionally, ~~with respect to our executive officers, including our Named Executive Officers,~~ the Compensation Committee ~~included~~has maintained a plan provision subjecting the long-term performance award to positive or negative modification based on our relative stockholder return versus the Russell 3000 Index over the three-year ~~measuring~~performance period.

As discussed above, our Adjusted EBITDA for fiscal year 2016 was $1,402 million which was above our adjusted annual plan target of $1,385 million. We originally established an Adjusted EBITDA performance target of $1,285 million for fiscal year 2016. This original plan target of $1,285 million was subsequently adjusted upward to include the impact of the projected EBITDA results of EnvisionRx, which was acquired after the Adjusted EBITDA target for the fiscal year was first established. Based on performance against the adjusted goal, and as described in more detail below under "Cash Incentive Bonuses," we paid annual incentives to our Named Executive Officers at 112% of target level.

The performance targets for the long-term incentive awards granted to our Named Executive Officers in the form of performance stock in fiscal year ~~2016~~2019 are discussed in detail below. See ~~"Components of Executive Compensation for Fiscal Year 2016—Long-Term~~"Long-Term Incentive ~~Program,~~ Program—Performance Awards" on pages ~~34-37. Pursuant~~47 to the Agreement and Plan of Merger that was entered into on October 27, 2015, performance awards that are granted after that date will not provide for accelerated vesting in connection with a change in control, and the pending merger will not constitute the first trigger in connection with any "double trigger" vesting provisions. As a result, the 2015 advisory stockholder proposal on acceleration on vesting of performance awards, which received the support of a majority of votes cast at the 2015 annual meeting, has been substantially implemented.49.

Objectives of Our Executive Compensation Program

All of our executive compensation and benefits programs are within the purview of the Compensation Committee, which bases these programs on the same objectives that guide the Company in establishing all of its compensation programs. The Compensation Committee also administers the Company's equity incentive compensation plans. In establishing or approving the compensation of our

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Named Executive Officers in any given year, the Compensation Committee is generally guided by the following objectives:

•: Compensation should be based on the level of job responsibility, individual performance, and corporate performance, and should foster the long-term focus required for success in the retail drugstore industry. As associates progress to higher levels in the organization, an increasing proportion of their pay is linked to Company performance and stockholder returns and to longer-term performance because they are in a position to have greater influence on longer-term results.
•: Compensation should reflect the value of the job in the marketplace. To attract and retain a highly skilled, diverse work force, we must remain competitive with the pay of other employers who compete with us for talent.
•: Compensation should reward performance. Our programs should deliver compensation that is related to our corporate performance. Where corporate performance falls short of expectations, the programs should deliver lower-tier compensation. In addition, the objectives of pay-for-performance and retention must be balanced. Even in periods of temporary downturns in overall corporate performance, the programs should continue to ensure that successful, high-achieving associates will remain motivated and committed to the Company to support the stability and future needs of the Company.
•: To be effective, performance-based compensation programs should enable associates to easily understand how their efforts can affect their pay, both directly through individual performance accomplishments and indirectly through contributing to the Company's achievement of its strategic and operational goals.

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•: Compensation and benefit programs should reward performance relative to consistent measures and goals at all levels of the organization. While the programs and individual pay levels will always reflect differences in job responsibilities, geographies, and marketplace considerations, the overall structure of compensation and benefit programs should be broadly similar across the organization.
•: Compensation and benefit programs should attract and retain associates who are interested in a career at Rite Aid.

The Compensation Committee's Processes

The Compensation Committee has established a number of processes to assist it in ensuring that the Company's executive compensation program is achieving its objectives. Among those are:

Assessment of Company performance. The Compensation Committee uses Company performance measures in two ways.

First, in assessing the linkage between actual total compensation and performance, the Compensation Committee considers various measures of Company and industry performance, such as comparable store sales growth, EBITDA growth, return on sales, debt leverage ratios, return on average invested capital and net assets, and total stockholder return. In determining performance relative to the Company's peer group (as discussed further below), the Compensation Committee does not apply a formula or assign these performance measures relative weights. Instead, it makes a subjective determination after considering such measures collectively.

Second, as described in more detail below, the Compensation Committee has established specific Company target incentive/award levels and performance measures that determine the size of payouts under the Company's two formula-based incentive programs—the annual cash incentive bonus program and performance awards granted under the Company's long-term incentive program.

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Assessment of competitive compensation levels. The Compensation Committee, with the help of its independent compensation consultant Exequity LLP, assesses the Company's programs relative to a peer group of ~~retail~~ organizations and published survey data. The peer group, updated in fiscal year 2018 to reflect the reduction in size of Rite Aid following the planned divestiture of stores and distribution centers to WBA, was ~~originally~~ approved by the Compensation Committee in ~~January 2015~~September 2017 after a comprehensive review. Because the Company has a limited number of publicly-traded direct competitors and because pharmacy sales (which account for over two-thirds of the Company's revenue) are governed by third-party contracts, we reviewed potential peers relative to multiple criteria including:

•: Competitors for executive talent, such as grocery store chains, discount department stores, pharmacy benefits managers, ~~and~~ companies engaged in pharmaceutical ~~distribution;~~distribution, and healthcare services organizations;
•: Competitors for investment capital, such as companies considered peers by financial analysts, companies with a similar capital structure or companies whose stock price movement correlated most directly with Rite Aid;
•: Companies with which Rite Aid competes for customers that have pharmacy operations, or offer similar merchandise as Rite ~~Aid;~~Aid, or provide healthcare services; and
•: Companies of similar size based on revenue, EBITDA as well as enterprise value.

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The resulting peer companies, which are considered to be the best representation of our target labor market, are listed below.

Fiscal Year ~~2016~~2019 Peer Group

Peer Company		Revenues ($ Millions)

CVS ~~Caremark~~Health Corp			184,765
Walgreens Boots Alliance, Inc.			120,453
Best Buy Co., Inc.			42,151
Macy's, Inc.			24,837
Dollar General Corp.			~~143,010~~23,471
~~AmerisourceBergen Corp.~~			~~128,195~~
~~Walgreen Co.~~			~~84,585~~
~~The Home Depot,~~Dollar Tree, Inc.			~~83,176~~22,246
~~Target Corp.~~			~~72,618~~
~~Lowe's Companies,~~AutoNation, Inc.			~~56,223~~21,535
Kohl's Corporation			19,095
Sears Holdings Corp.			~~31,198~~16,702
~~The TJX Companies,~~SuperValu, Inc.			~~29,078~~
~~Macy's, Inc.~~			~~28,105~~
~~Staples Inc.~~			~~22,492~~
~~Catamaran Corporation~~			~~22,647~~
~~Dollar General Corp.~~			~~18,910~~
~~Supervalu Inc.~~			~~17,820~~
~~Office Depot Inc.~~			~~15,619~~
~~Whole Foods Market, Inc.~~			~~14,952~~14,649
J.C. Penney Company, Inc.			~~12,257~~12,506
~~Family Dollar Stores,~~Bed Bath & Beyond Inc.			~~10,628~~12,167
DaVita Inc.			10,884
Office Depot Inc.			10,240
LabCorp Holdings			10,206
Owens & Minor, Inc.			9,686

The peer group was further reviewed, updated, and approved by the Compensation Committee in February 2019 to reflect the changes in the peer group, as a result of mergers and delisting of certain members of the fiscal year 2019 peer group, and further consideration of relevant size using Company comparisons to revenue, market capitalization, and EBITDA. Among other changes, we decided to remove CVS Health Corp. and Walgreens Boots Alliance, Inc. from the peer group, even though each organization is a direct competitor from both business and talent acquisition perspectives, because the Compensation Committee determined that these organizations are no longer appropriate peers given their significantly larger scope of operations.

Updated Fiscal Year 2020 Peer Group(1)

Peer Company		Revenues ($ Millions)

Best Buy Co., Inc.			43,441
Macy's, Inc.			25,141
Dollar General Corp.			25,105
Dollar Tree, Inc.			~~8,602~~22,979
AutoNation, Inc.			21,685
Kohl's Corporation			19,474
The Gap.			16,735
Laboratory Corporation of America Holdings			14,060
Community Health Systems, Inc.			13,760
Bed Bath & Beyond Inc.			12,437
J.C. Penney Company, Inc.			12,001
DaVita Inc.			11,365
Office Depot Inc.			10,928
Owens & Minor, Inc.			9,686

~~Note:~~(1): Revenue reflects trailing ~~12 month~~12-month data through February ~~2015~~2018 as available per Standard & Poor's ~~Research Insight.~~Capital IQ.

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The Compensation Committee compares the compensation levels of Rite Aid's Named Executive Officers to peer company compensation levels in the aggregate, and also compares the pay of individual executives if the jobs are sufficiently similar to make the comparison meaningful. Had the updated fiscal year 2020 peer group been used for all fiscal year 2019 compensation decisions, the analysis would have supported like decisions being made.

In addition to ~~the~~ peer group data, the Compensation Committee reviews market data based on specific functional responsibility for each executive from published survey data. The survey analysis

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targets data from ~~similarly-sized~~similarly sized retail organizations based on each executive's functional responsibility. The surveys used in the analysis include Mercer's~~Global Premium~~2018 Executive Remuneration Suite, Mercer's2018 Retail Compensation and Benefits Survey, and Towers Watson's2018 Survey Report on Top Management Compensation.

The Compensation Committee uses ~~the~~ peer group and survey data primarily to ensure that the executive compensation program as a whole is competitive, meaning generally within 25% of the median range of comparative pay of the market when Rite Aid achieves ~~the~~ targeted performance levels. The ~~Compensation Committee~~incentive plans were further designed ~~the incentive plans~~ in such a way that executives can earn above competitive levels for superior performance and below competitive levels if performance is below expectations. The Compensation Committee assesses overall alignment of the compensation program rather than benchmarking a specific target position with consideration of factors, such as Company and individual performance, how executive roles function within Rite Aid, concerns about executive retention, and availability of equity compensation. The Compensation Committee assesses Rite Aid's performance relative to its peer group on both a one- and three-year basis and observed alignment of performance with actual total direct compensation levels for the executives in the aggregate.

In fiscal year ~~2016,~~2019, management engaged Mercer, a compensation consultant, to provide management with compensation information for certain executive officers. Pursuant to the terms of its retention, Mercer reported directly to management, ~~and not to the Compensation Committee,~~ although the Compensation Committee did review recommendations and an analysis prepared by management and Mercer in determining fiscal year ~~2016~~2019 compensation for the Named Executive Officers.

Total compensation review. The Compensation Committee reviews each named executive's base pay, annual bonus, and long-term incentives annually with the guidance of the Compensation Committee's independent compensation consultant. Following the fiscal year ~~2016~~2019 review, the Compensation Committee determined that the target level and components of compensation for fiscal year ~~2016~~2019 were competitive and reasonable in the aggregate.

Components of Executive Compensation for Fiscal Year ~~2016~~2019

For fiscal year ~~2016,~~2019, the regular compensation program for our Named Executive Officers consisted of four primary components: (i) base salary, (ii) a cash incentive bonus opportunity under the Company's annual incentive bonus plan, (iii) long-term incentives consisting of ~~stock options,~~ restricted stock and ~~performance~~performance-based restricted cash units, and (iv) a benefits package, including a ~~Supplemental Executive Retirement Program~~supplemental executive retirement program ("SERP"). The Company terminated the SERP as of March of 2019. A significant portion of total compensation under the fiscal year 2019 program is variable, ~~i.e.,~~meaning a significant portion is subject to performance and is comprised of target annual incentives and target long-term incentives.

The ~~Compensation Committee believes that this~~ program was intended to appropriately ~~balances~~balance the mix of cash and equity compensation, the mix of currently-paid and longer-term compensation, and the security of base benefits in a way that best furthers the compensation objectives discussed above. The chart below shows the overall mix of base salary, target annual incentives, target long-term incentives, and contributions under the SERP for Messrs. Standley, ~~Martindale,~~Crawford, Karst, ~~and Montini~~Everett, and Ms. ~~Castle.~~Konrad.

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Target Total Remuneration(1)~~(2)~~

Compensation Component as a % of Total Remuneration for Fiscal Year ~~2016~~2019

(1): Target Total Remuneration represents the sum of base salary, target annual incentives, target long-term incentives, and SERP contributions. ~~Value~~Target Total Compensation does not include (i) the value of broad-based benefits provided to all employees, ~~and~~(ii) components of all other compensation (except the SERP) ~~have been excluded.~~shown in the Summary Compensation Table, and (iii) retention awards. The Company terminated the SERP as of March of 2019.

Realized Long-Term Incentive Awards

A significant portion of our long-term incentive awards are subject to performance metrics. This is an important aspect of our Named Executive Officers' and other executives' compensation aligning their interests with those of our stockholders. While equity-based awards are reported in the summary compensation table at target value in the year granted, the value realized is dependent on the actual performance over the measurement period. The realized value from our performance-based long-term

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equity awards where the measurement period ended during the current reported results are as noted in the chart below.

	Standley(1)		Crawford(2)	Karst		Everett(3)		Konrad(4)



Total Target Value of Performance Awards Reported in Summary Compensation Table in fiscal years 2015 - 2017	$	16,986,250	n/a	$	1,915,750	$	345,938	n/a

Total Realized Value in fiscal years 2017 - 2019 of Performance Awards Reported in Compensation Summary Compensation Table in fiscal years 2015 - 2017	$	2,661,291	n/a	$	—	$	—	n/a

(1): Mr. Standley's results include the special performance award granted in fiscal year 2016 related to the integration of EnvisionRx, which was realized in July 2017 with a then market value of $2,661,291.
(2): ~~The special~~Mr. Crawford was first employed by Rite Aid in fiscal year 2018 and did not receive any performance awards ~~granted to Messrs. Standley and Martindale, described below under "Performance Awards," are~~for fiscal years 2015-2017.
(3): Mr. Everett's results reflect compensation reported for fiscal year 2017 only, the year in which he became a Named Executive Officer.
(4): Ms. Konrad was not ~~included in Target Total Remuneration.~~a Named Executive Officer for fiscal years 2015-2017.

Base Salary

Base salary is one element of an executive's annual cash compensation during employment. The value of base salary reflects the executive's long-term performance, skill set, and the market value of that skill set. In setting base salaries for fiscal year ~~2016,~~2019, the Compensation Committee considered the following factors:

Pay levels at comparable companies. As noted above, the Compensation Committee uses ~~the~~ peer group data to test for the reasonableness and competitiveness of base salaries, but it also ~~exercised~~exercises subjective judgment in view of the Company's compensation objectives.

Internal relativity. Meaning the relative pay differences for different job levels.

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Individual performance. Except for increases associated with promotions or increased responsibility, increases in base salary for executives from year to year are generally limited to minimal adjustments to reflect individual performance.

Consideration of the mix of overall compensation. Consistent with our compensation objectives, as executives progress to higher levels in the organization, a greater proportion of overall compensation is directly linked to Company performance and stockholder returns. Mr. Standley's ~~overall~~target total compensation, for example, is more heavily weighted toward short- and long-term incentive compensation (approximately 85% in the aggregate as shown in the bar chart above) than that of the other Named Executive Officers.

The Compensation Committee reviewed the Named Executive Officers' base salaries in ~~June~~April of fiscal year ~~2016~~2019 and considered the principles described above under "The Compensation Committee's

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Processes" in establishing the Named Executive Officers' base salaries for the fiscal ~~year. As reflected~~year as noted in the table below, based on the anticipated business challenges, the Compensation Committee approved management's proposal to not provide a salary increase for the Named Executive Officers in fiscal year 2016 other than in respect of salary adjustments related to Mr. Montini's promotion on August 7, 2015. The Compensation Committee also approved salary adjustments, shown below, to reflect the change in the roles of Messrs. Vitrano and Thompson in October and January, respectively. See the section entitled "Other Post-Employment and Change in Control Benefits; Removal of Excise Tax Gross Ups" for a description of Mr. Montini's promotion and the change in roles of Messrs. Vitrano and Thompson.chart below.

Executive
Base Salary at
End of FY 2016 Increase or
Change from
Prior Fiscal Year Rationale
John T. Standley
$ 1,150,000 — —
Kenneth A. Martindale
$ 900,000 — —
Darren W. Karst
$ 790,000 — —
Enio Anthony Montini, Jr.
$ 460,000 5.2 % Promotion
Dedra N. Castle
$ 425,000 — —
Frank G. Vitrano
$ 500,000 –40.8 % Change in position
Robert K. Thompson
$ 250,000 –50.0 % Change in position

Executive	Base Salary at End of FY 2018				Rationale

John T. Standley	$	1,220,550	—		Potential merger
Kermit Crawford	$	1,000,000	—		Potential merger
Darren W. Karst	$	850,750	2.5	%	Performance
Bryan B. Everett	$	618,000	3.0	%	Performance
Jocelyn Z. Konrad	$	461,250	2.5	%	Performance

Cash Incentive Bonuses

The Company established an annual incentive plan in order to incentivize the Named Executive Officers to meet the Company's Adjusted EBITDA target for fiscal year ~~2016.~~2019. The Compensation Committee establishes a target percentage of salary for each participant at the beginning of the fiscal year and approves the financial goals required for the Company to pay an award. Payouts for the Named Executive Officers are then determined by the Company's financial results for the year relative to the predetermined performance measures. As shown in the Summary Compensation Table under "Non-Equity Incentive Plan Compensation," incentives were paid to Named Executive Officers for fiscal year ~~2016~~2019 performance.

Bonus targets. Targets for each Named Executive Officer were determined based on job responsibilities, internal relativity, and peer group and survey data. The Compensation Committee's objective was to set bonus targets such that total annual cash compensation (including base salary and annual incentive assuming a target payout) was generally aligned with the market with a substantial portion of that compensation linked to corporate performance. Consistent with our executive compensation philosophy, individuals with greater job responsibilities had a greater proportion of their total cash compensation tied to Company performance through the incentive plan. The Compensation Committee, as a result, established the following targets for fiscal year ~~2016 (expressed as a percentage~~2019:

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~~of base salary, including a weighted percentage for Messrs. Karst, Vitrano, and Thompson due to changes in position during the fiscal year):~~

Annual Incentive Opportunity

Executive
Threshold Payout
(as a % of Salary) Target Payout
(as a % of Salary) Maximum Payout
(as a % of Salary)
John T. Standley
200 % 200 % 400 %
Kenneth A. Martindale
150 % 150 % 300 %
Darren W. Karst
104 % 104 % 208 %
Enio Anthony Montini, Jr.
75 % 75 % 150 %
Dedra N. Castle
75 % 75 % 150 %
Frank G. Vitrano
107 % 107 % 214 %
Robert K. Thompson
62.5 % 62.5 % 125 %

~~Company performance measures.~~ ~~The Compensation Committee established the following Company performance goal, which applied to all plan participants, in February 2015:~~

~~Fiscal Year 2016 Annual Incentive Plan Performance Goal~~

Performance Level
Adjusted EBITDA
Goal (millions)
Threshold
$ 1,385
Target
$ 1,385
Maximum
$ 1,524

Executive

John T. Standley	100	%	200	%	400	%
Kermit Crawford	87.5	%	175	%	350	%
Darren W. Karst	62.5	%	125	%	250	%
Bryan B. Everett	50	%	100	%	200	%
Jocelyn Z. Konrad	37.5	%	75	%	150	%

The Compensation Committee believes that using Adjusted EBITDA as the measure for the annual incentive plan appropriately encourages officers, including the Named Executive Officers, to focus on improving operating results which ultimately drive stockholder value. EBITDA growth has historically shown a strong positive correlation with three-year and five-year total stockholder return for Rite Aid and its peer group. The majority of Rite Aid's peer companies use an EBITDA measure in their annual incentive plans. Based on Rite Aid's current financial situation and capital structure, the Compensation Committee believes that Adjusted EBITDA is the best indicator of Rite Aid's operating performance. The measure is tracked regularly and is clearly understood by the ~~officers, and the officers~~officers. Officers can impact the measure by taking actions to improve the operating performance of our stores. In addition, the Company regularly communicates Adjusted EBITDA to the investment community.

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Under the plan formula, payouts can range from 0% to 200% of bonus targets depending on Company performance. ~~We originally~~The Compensation Committee established an Adjusted EBITDA performance target of ~~$1,285~~$645 million for fiscal year ~~2016. Although this~~2019, based on the financial plan targets. This performance level target, based on the financial plan, was ~~only slightly below~~15% above our fiscal year ~~2015~~2018 performance of ~~$1,323 million, we~~$560 million. Because of the recognized ~~the challenges within our target related to continued~~prescription reimbursement rate ~~pressure and more drug cost increases than normal, offset by~~challenges, the ~~benefits of improved generic purchasing as a result of the new McKesson agreement. As a result of~~Compensation Committee also established in the performance target ~~relationship to prior~~for fiscal year ~~the Compensation Committee set~~2019 a threshold ~~level~~at which management could be rewarded at 50% of ~~performance equal to the~~bonus target ~~so that management was only rewarded for performance~~ at or above target. Our original plan target of $1,285 million was subsequently adjusted upward to include the impact of the projected EBITDA results of EnvisionRx, which was acquired after the original target for the fiscal year was established. This adjustment was deemed necessary in order to ensure that annual incentive payments would be earned based on performance. The adjusted target levelachievement of Adjusted EBITDA of ~~$1,385~~$548 million ~~was based on our annual operating plan~~(85% of target), and ~~was in line with guidance provided to~~ the ~~investment community.~~

~~Table~~Compensation Committee approved a maximum at which management could be rewarded at 200% of ~~Contents~~bonus target at achievement of Adjusted EBITDA of $710 million (110% of target).

In fiscal year ~~2016,~~2019, challenges caused by the uncertainty of the proposed Albertsons merger as well as the ultimate termination of the merger agreement, the WBA Transactions, as well as continued prescription reimbursement rate pressures all had a negative impact on our fiscal year 2019 results, and Rite Aid's actual Consolidated Adjusted EBITDA was ~~$1,402~~$563 million, which was below the target performance level, but above the ~~target~~threshold performance level, resulting in bonus payments at ~~112%~~58% of the ~~target level.~~performance target. Consolidated Adjusted EBITDA consists of Adjusted EBITDA from continuing operations plus Adjusted EBITDA from the stores sold to Walgreens up to each store's respective sale date. As discussed in greater detail in ~~our Annual Report on Form 10-K,~~Appendix A, we define Adjusted EBITDA as net income (loss) excluding the impact of income taxes, ~~(and any corresponding adjustments to tax indemnification asset),~~ interest expense, depreciation and amortization, LIFO adjustments, charges or credits for facility closing and impairment, goodwill impairment, inventory write-downs related to store closings, debt retirements, the WBA merger termination fee, and other items (including stock-based compensation expense, merger and acquisition-related costs, severance and costs related to distribution center closures, gain or loss on sale of assets, ~~and investments~~ and revenue deferrals related to our customer loyalty program). We reference this particular non-GAAP financial measure not only as a basis for incentive compensation but also in our corporate decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods and external comparisons to competitors' historical operating performance.

Fiscal Year 2019 Annual Incentive Plan Performance Goal

Performance Level	Adjusted EBITDA Goal (millions)

Threshold	$	548	50	%
Target	$	645	100	%
Maximum	$	710	200	%
Actual Performance	$	563	58	%

Long-Term Incentive Program

Long-term incentive target opportunity. The purpose of the regular long-term incentive program is to support the long-term perspective necessary for continued success in our business and focus our Named Executive Officers on creating long-term, sustainable stockholder value. Our annual long-term

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incentive ~~targets, at the date of grant (June 24, 2015),~~("LTI") target opportunities for each Named Executive Officer as of the date of grant on January 4, 2019 are shown below:

Long-Term Incentive ~~Targets~~Target Opportunities

Executive

John T. Standley	500	%
~~Kenneth A. Martindale~~Kermit Crawford	~~400~~425	%
Darren W. Karst	250	%
Bryan B. Everett	200	%
~~Enio Anthony Montini, Jr.~~ Jocelyn Z. Konrad	150	%
~~Dedra N. Castle~~	~~150~~	%
~~Frank G. Vitrano~~	~~220~~	%
~~Robert K. Thompson~~	~~200~~	%

The Compensation Committee reviewed available peer group data and found that the design of the long-term incentive program is reasonably aligned with general retail industry market practice. Target grant values for individual executive officers were established based on individual performance and internal relativity. Consistent with the Company's compensation philosophy, executive officers at higher levels received a greater proportion of total pay in the form of long-term incentives. As a result of Messrs. Karst, Vitrano, and Thompson's changes in position, Mr. Karst's long-term incentive target will increase to 220% and Messrs. Vitrano and Thompson's will decrease to 75% and 0%, respectively, for future grants.

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Long-term incentive mix. In fiscal year ~~2016~~2019 we used the following types of ~~awards:~~awards and increased the percentage of the award that is subject to performance:

Vehicle			Purpose

~~Stock Options~~Performance-Based Cash Units	40	%	~~Provides a vehicle measured by stock price that rewards increases in stockholder value.~~
~~Performance Awards~~	3570	%	Links compensation to multi-year operating results on key measures tied to stockholder value creation.
Restricted Stock	2530	%	Supports retention and provides a vehicle with more stability and less risk. Aligns executive and stockholder interests and focuses executives on value creation.

In determining the overall mix of long-term incentive vehicles, the following factors were considered:

•: Risk/reward tradeoffs: Using multiple long-term incentive vehicles can balance the need for a strong performance-based program against risk to executives.
•: Performance measurement: Using a combination of vehicles allows the Company to focus executives on both stock price appreciation and achievement of consistent operating results (as indicated by Adjusted EBITDA and other measures), which we believe leads to creation of value for stockholders.
•: Management of share usage and market practice: Rite Aid considers market practice concerning both share usage and competitive long-term incentive levels. Rite Aid uses either a stock-based performance vehicle ~~which allows the delivery of~~or a ~~long-term incentive opportunity~~cash-based performance vehicle which is aligned with peer companies and retailers of similar size. The target LTI mix has been selected to align the ~~maximum~~compensation opportunity for executives and associates with our ~~shareholder~~stockholder return.

The Compensation Committee's process for setting grant dates is discussed below. ~~Then, on~~On the approval date, those values are converted to the equivalent number of shares based on the closing price of the Company's common stock on the date of ~~approval for restricted shares and using the Black-Scholes valuation method for stock options. Performance awards are denominated in shares (1 unit = 1 share).~~approval.

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Grant timing. The Compensation Committee has a policy that, in the normal course, annual long-term incentive awards (other than special or new hire grants) will be approved by the Compensation Committee once a year at its annual meeting held in connection with the annual ~~stockholders~~stockholders' meeting, with a grant date equal to the later of the second business day after release of the Company's first quarter earnings or the date of approval. Grants are made to the Named Executive Officers at the same time as awards are made to all other associates as part of the annual grant process. ~~Due to~~With the ~~first quarter 2016 earnings release being released one week prior to the annual meeting, the grant date for the~~delay in our fiscal year ~~2016~~2018 annual ~~long term incentive~~stockholders meeting and the changing of board members, resulting in new members of the Compensation Committee, the Committee took action in its December, 2018 meeting to grant fiscal year 2019 awards ~~is the~~with an effective date of ~~the annual meeting.~~January 4, 2019.

Special awards. From time to time, the Company may make grants in addition to the annual equity grant, including those to Named Executive Officers. Typically, these grants include awards to new hires, promotional awards, or retention awards. Special awards can also be utilized to provide special performance incentives in connection with specific corporate or financial goals of the Company. No special awards were made to our Named Executive Officers in fiscal year 2019.

Performance Awards

Performance awards granted to the Named Executive Officers under the regular long-term incentive program are in the form of units, which are denominated in a target number of shares and

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payable in Company stock or cash, if ~~the~~ designated, or are denominated with a target unit value equal to $1.00. Company performance goals are ~~achieved~~established and achievable over the prescribed performance period. Payouts can range from 0% (for performance below threshold) to 250% of ~~target.~~target (for performance at or above maximum). Performance awards are intended to align interests of executives with those of stockholders through the use of measures the Company believes drive its long-term success. Performance awards are normally granted annually and are structured as a targeted number of units based on the Company's achievement of specific performance levels with payout occurring after a three-year period.

Prior to fiscal year 2015 performance awards were denominated in a target cash value and payable in cash if the designated Company performance goals are achieved over the prescribed performance period.2017 Performance Awards

For the 2017 performance award grants (the "2017-2019 Plan"), the Compensation Committee based 80% of the award on the achievement of three-year (fiscal year 2017-fiscal year 2019) cumulative Adjusted EBITDA goals and the remaining 20% on ~~leverage ratio goals for fiscal years 2014 and 2015, and~~three-year (fiscal year 2017-fiscal year 2019) return on net ~~assets for fiscal year 2016; in each case to be measured over three years respectively. In addition, the~~asset goals. The Compensation Committee also added a provision for each cycle, subjecting the award to modification based on our relative stockholder return versus the Russell 3000 Index over the respective ~~three year~~three-year measuring ~~periods, which the~~periods. The Compensation Committee believes ~~would~~this provision further ~~align~~aligns the interests of our executives with those of our stockholders and ~~add~~adds an additional incentive for them to create sustainable long-term value for the Company.

~~2014-2016 Plan.~~ ~~The 2014-2016~~ Under the 2017-2019 Plan, participants had the opportunity to earn shares of Rite Aid stock, contingent on cumulative Company financial performance for the three-year period spanning fiscal year 2017-fiscal year 2019. Such financial performance is based 80% on the Adjusted EBITDA goals and 20% on leverage ratio goals to be determined over the three year performance period, as the Compensation Committee again determined that these goals appropriately balanced maximizing profitability and improving our financial condition through the reduction of debt leverage.return on net asset goals. In addition, in order to further align the interests of our executives with those of our stockholders and add an additional incentive for them to create sustainable long-term value for the Company, the Compensation Committee also determined to subject the award to modification of +/–25% based on our relative stockholder return versus the Russell 3000 Index over the ~~three year~~three-year measuring period. For fiscal years ~~2014 through 2016, performance has exceeded target levels for both measures. Cumulative~~2017-2019, actual Adjusted EBITDA of $1,871 million was ~~$4,075 million~~below the three-year performance threshold of $3,135 million. Actual return on net assets was 1.5% compared to a target of ~~$3,860 million. The actual three-year average leverage ratio, adjusted~~5.1%. Accordingly, no awards were earned under the 2017-2019 Plan.

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2018 Performance Awards

For the 2018 performance award grants ("2018-2020 Plan"), the Compensation Committee also based 80% of the award on the achievement of Adjusted EBITDA goals and the remaining 20% on return on net assets performance. However, due to the significant uncertainty during the transition of our business in 2018, the 2018-2020 Plan financial performance goals are based on the accumulation of one-year goals set for 2019 and 2020 only. As in prior cycles, the Compensation Committee added a ~~full year of adjusted EnvisionRX EBITDA, was 4.60 compared~~provision subjecting the award to ~~a target of 4.71 (note that lower leverage ratios represent better performance). Additionally,~~modification based on our relative stockholder return ~~is performing in the top one-third of~~versus the Russell 3000 ~~Index. Performance~~Index over the ~~period resulted in an average~~full 2018-2020 performance period.

Under the 2018-2020 Plan, participants have the opportunity to earn cash ~~payout~~payments after the end of ~~165%~~fiscal year 2020, contingent on performance relative to accumulated one-year Company financial performance goals for each of ~~target unit value.~~

~~2015-2017 Plan.~~ ~~The 2015-2017 Plan~~fiscal year 2019 and fiscal year 2020. Such financial performance is based 80% on the Adjusted EBITDA goals and 20% on ~~leverage ratio goals~~return on net asset goals. The value of a unit is tied to ~~be determined over~~ the ~~three year performance period.~~stock price with a maximum value of 300% of the grant date stock price. This aligns the interests of our executives with those of our stockholders. In addition, in order to further align the interests of our executives with those of our stockholders and add an additional incentive for them to create sustainable long-term value for the Company, the Compensation Committee also determined to subject the award to modification of +/– 25% based on our relative stockholder return versus the Russell 3000 Index over the ~~three year measuring~~three-year vesting period.

2019 Performance Awards

For ~~fiscal years 2015 & 2016,~~the 2019 performance ~~is slightly lower than target for both levels.~~award grants ("2019-2021 Plan"), the Compensation Committee also based 80% of the award on the achievement of Adjusted EBITDA ~~was $2,724 million compared~~goals and the remaining 20% on return on net assets performance. However, due to the delay in grant timing and the significant uncertainty during the transition of our business in 2019, as well as prescription reimbursement rate challenges, the 2019-2021 Plan financial performance goals are based on the accumulation of one-year goals set for 2020 and 2021 only. As in prior cycles, the Compensation Committee added a ~~target of $2,735 million. Actual leverage ratio was 4.57 compared~~provision subjecting the award to ~~a target of 4.44 (note that lower leverage ratios represent better performance). Our~~modification based on our relative stockholder return ~~is performing in the top one-third of~~versus the Russell 3000 Index ~~which if sustained~~ over the full 2019-2021 performance ~~period would result in a positive modification~~period.

Under the 2019-2021 Plan, participants have the opportunity to earn cash payments after the end of ~~the awards.~~

~~2016-2018 Plan.~~ ~~The 2016-2018 Plan~~fiscal year 2021, contingent on performance relative to accumulated one-year Company financial performance goals for each of fiscal year 2020 and fiscal year 2021. Such financial performance is based 80% on the Adjusted EBITDA goals and 20% on return on net asset ~~goals~~goals. The value of a unit is equal to ~~be determined over~~$1.00. These performance targets align the ~~three year performance period. The Compensation Committee set a three-year cumulative target for both metrics.~~interests of our executives with those of our stockholders. In addition, in order to further align the interests of our executives with those of our stockholders and add an additional incentive for them to create sustainable long-term value for the Company, the Compensation Committee also determined to subject the award to modification of +/– 25% based on our relative stockholder return versus the Russell 3000 Index over the ~~three year measuring~~three-year vesting period. As shown in the table below, payouts can range from 0% (for performance below threshold) to 250% of the target number of units (for performance at or above maximum). 37.5% of the target unit award can be earned for performance at threshold levels.

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~~Special~~
2019-2021 Plan: Performance ~~Awards for Fiscal Year 2016.~~Units
On June 24, 2015, the Company granted special performance awards to Messrs. Standley and Martindale to assist with retention and provide focus on key performance components and business integration goals important to the success of the Company. The Committee identified that Mr. Standley's historical compensation has been below the median level of our peer group and survey data, and his leadership is critical to the success of our company, including the integration of EnvisionRx. The special award granted to

Executive^(a)	Threshold Award ($)		Target Award ($)		Maximum Award ($)

John T. Standley(1)	$	1,601,963	$	4,271,900	$	10,679,750
Kermit Crawford(2)	$	1,115,625	$	2,975,000	$	7,437,500
Darren W. Karst(2)	$	558,300	$	1,488,800	$	3,722,000
Bryan B. Everett	$	324,450	$	865,200	$	2,163,000
Jocelyn Z. Konrad	$	181,613	$	484,300	$	1,210,750

(1)

Mr. Standley will ~~vest~~forfeit this award upon his departure from the Company.

(2)

Mr. Crawford forfeited this award with his departure from the Company on March 12, 2019, and Mr. Karst forfeited this award upon his departure from the ~~earlier of June 24, 2017 or the date of the Company's 2017 Annual Meeting of Stockholders, subject to his continued employment through such date, based~~Company on the achievement of the successful integration of EnvisionRx and its business units into the Company. Mr. Standley's total compensation, including Mr. Standley's special award amortized over the vesting period, more closely aligns with the Company's positive performance relative to the peer group.

The Committee recognized the importance of Mr. Martindale's role in leading our store operations through significant management changes, including executives in pharmacy, store operations, logistics and marketing. A special award was granted to Mr. Martindale to provide focus on delivery of company net income and to retain him over the three year measurement period. The special award granted to Mr. Martindale will vest on the earlier of the date of reporting of fiscal year 2018 results or the date of the Company's 2018 Annual Meeting of Stockholders, subject to his continued employment through such date, based on the achievement of cumulative adjusted net income criteria over the three year performance period. Mr. Martindale is eligible to receive 200% of the target number of shares awarded if the cumulative adjusted net income meets or exceeds 120% of the target level of performance. No portion of Mr. Martindale's special award will vest where the achievement is less than 80% of the target level of performance. See Footnote 6 to the Summary Compensation Table for additional information regarding the special performance awards.

May 31, 2019.

~~Stock Options~~

Stock options are intended to reward executives for value creation and they only have value if our stock price increases over time, which aligns the interests of our executives with our stockholders. The Company's ten-year options, granted at the market price on the date of grant, help focus executives on long-term growth. In addition, because options vest ratably over a four-year period, they are intended to help retain executives and keep them focused on long-term performance.

Restricted Stock

Restricted stock grants are intended to support retention of executives and focus them on long-term performance because they generally vest over a multi-year period (three years or longer) and are tied to the value of our stock. The risk profile of restricted stock is aligned with stockholders, as it can motivate executives to both increase and preserve stock price. The table below summarizes 2019 restricted stock awards:

2019 Restricted Stock Awards

Executive	Award Value ($)

John T. Standley	$	1,830,829	118,885
Kermit Crawford(1)	$	1,274,966	82,790
Darren W. Karst(2)	$	638,099	41,435
Bryan B. Everett	$	370,832	24,080
Jocelyn Z. Konrad	$	207,592	13,480

(1): Mr. Crawford forfeited this award with his departure from the Company on March 12, 2019.
(2): Mr. Karst forfeited a portion of this award pursuant to his separation agreement upon his departure from the Company on May 31, 2019.

Winding Down Retention Efforts in Fiscal Year 2019

In addition to the fiscal year 2018 regular compensation program for the Named Executive Officers, Rite Aid also entered into individual retention agreements with each of the Named Executive Officers, as well as other key associates who are not named executive officers, to enhance employee retention and promote corporate performance, amidst significant volatility and uncertainty related to restructuring the company. The retention agreements with each Named Executive Officer, other than Messrs. Standley and Crawford, generally provided for the lump-sum payment of the retention awards

^(a): Because Mr. Crawford did not commence employment with the Company until after the date the 2018- 2020 Plan was established, he did not participate in the 2018-2020 Plan. As previously disclosed, on his October 2, 2017 start date, Mr. Crawford received 1,000,000 stock options and 975,610 restricted shares.

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in equal installments on August 1, 2018 and May 1, 2019, subject to continued employment through such retention date or upon an earlier qualifying termination.

The retention agreement with Mr. Crawford generally provided for the lump-sum payment of the retention award on October 1, 2019, subject to continued employment through such retention date or an earlier qualifying termination of employment. Mr. Crawford forfeited this award with his departure on March 12, 2019.

The retention agreement with Mr. Standley generally provided for the lump-sum payment of the retention award (x) on the completion of the Albertson's merger if Mr. Standley has not been appointed to serve as chief executive officer of the combined company or (y) on the date that the Rite Aid Board of Directors determines that the transactions contemplated by the Merger Agreement will not be consummated, in each case, subject to continued employment through each such retention date or an earlier qualifying termination of employment. Due to the termination of the Merger Agreement on August 8, 2018, Mr. Standley received the $3,000,000 retention payment to which he was entitled under his retention agreement.

Under the remaining retention agreements granted in fiscal year 2018, in the aggregate, Mr. Karst earned a retention payment of $830,250, Mr. Everett earned a retention payment of $600,000 and Ms. Konrad earned a retention payment of $450,000. 50% of the retention amount for each officer, other than Messers. Standley and Crawford, was paid in fiscal year 2019 based on continued employment on August 1, 2018, and the remaining 50% was paid based on continued employment on May 1, 2019.

Based on stockholder discussions and clarity around the business strategy, Rite Aid did not enter into any new individual retention agreements for any of the Named Executive Officers in fiscal year 2019 and does not believe it will enter into any new retention agreements in fiscal year 2020.

Post-Retirement Benefits

Supplemental Executive Retirement Program. ~~Each~~During fiscal year 2019, each of the Named Executive Officers ~~receives~~received benefits under a defined contribution supplemental executive retirement plan ~~("SERP").~~or SERP. Under the SERP, Rite Aid ~~credits~~credited each participant with a specific sum to an individual account established for ~~the~~each participant, on a monthly basis while the participant is employed. The amount credited iswas equal to 2% of the ~~executive officer's~~participant's annual base compensation. The participants are able to select among a choice of earnings indexes, and their accounts are credited with earnings that mirror the investment results of such indexes. Participants ~~vest~~vested in their accounts at the rate of 20% per year for each calendar year of participation in the SERP at a five-year rolling rate with the entire account balance for each participant vesting upon death or total disability of the participant, termination without cause during the 12-month period following a "change in control" of the Company as defined in the SERP or upon termination of

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employment at age 60 or greater with at least five years of participation in the SERP. Effective February 25, 2019, the Company terminated the SERP such that there will be no future contributions or accruals as of March 2019. Existing SERP benefits have been fully vested and will be paid out in accordance with plan terms. SERP payments may be delayed due to certain tax rules or deferral elections made by the executive.

Other Post-Employment and Change in Control ~~Benefits; Removal of Excise Tax Gross Ups~~Benefits

To attract ~~and retain~~ highly skilled executives and to provide for certainty of rights and obligations, Rite Aid has historically provided employment agreements to its executive officers, including our Named Executive Officers. The terms of the employment agreements are described in more detail under the caption "Executive Employment Agreements." Additional information regarding the severance and change in control benefits provided under the employment agreements is described under the section entitled "Executive Compensation—Potential Payments Upon Termination or Change in Control."

~~During fiscal year 2016, Rite Aid, upon the recommendation~~Table of the Compensation Committee, approved a change in role and related amendments to the employment agreement with Mr. Vitrano, who previously served as Rite Aid's Senior Executive Vice President and Chief Administrative Officer and now serves as Chief Strategic Business Development Officer. Pursuant to these amendments, in light of a reduced role, Mr. Vitrano's annual base salary was reduced to $500,000 and his target annual incentive opportunity was reduced to 75% of his annual base salary. The Company also approved the promotion of Mr. Karst to the additional position of Chief Administrative Officer with, effective August 3, 2015, an increase in his target annual incentive opportunity to 125% of base salary, but no other increases in fiscal year 2016 compensation. Upon the recommendation of the Compensation Committee, Rite Aid also approved amendments to update the employment agreements with Messrs. Martindale and Montini as needed in order to reflect such executive officer's current titles, duties and compensation with Rite Aid. As a matter of good corporate governance, in connection with the employment agreement amendments approved for Messrs. Vitrano, Martindale and Montini, each executive relinquished his excise tax gross up provision, which was replaced with the requirement that any change in control payments that become payable will be reduced to the amount that is not subject to such taxes if doing so would result in a greater after-tax payment to the executive.Contents

Deductibility Cap on Executive Compensation

The Compensation Committee is aware that Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), treats certain elements of executive compensation in excess of $1,000,000 a year payable to our Chief Executive Officer and three other most highly compensated executives ~~(other than~~(and, effective beginning in 2018, our Chief Financial Officer) as an expense not deductible by the Company for federal income tax purposes. ~~Payments~~The exception providing that payments to these individuals in excess of the $1,000,000 limit will be deductible if ~~they meet~~such payments are performance-based was repealed beginning in 2018, as further described below.

H.R.1, formally known as the ~~definition of "performance-based compensation" as defined in~~"Tax Cuts and Jobs Act," enacted on December 22, 2017, substantially modifies Section 162(m) by, among other things, eliminating the performance-based exception to the $1 million deduction limit effective as of ~~the Code.~~

January 1, 2018. As a result, beginning in 2018, compensation paid to our Named Executive Officers in excess of $1 million will generally be nondeductible, whether or not it is performance-based. While the Compensation Committee plans to continue taking actions intended to limit the impact of Section 162(m), it also believes that ~~the~~ tax ~~deduction~~deductibility is only one of several relevant considerations in setting compensation. Therefore, in order to maintain the flexibility to provide compensation programs for our Named Executive Officers that will best incentivize them to achieve our key business objectives and create sustainable long-term ~~shareholder~~stockholder value, the Compensation Committee reserves the right to pay compensation that may not be deductible to the Company if it determines that doing so would be in the best interests of the Company. ~~Based on~~

H.R.1 also includes a transition rule under which the ~~Company's current tax situation, compliance with~~changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not subsequently materially modified. To the extent applicable to our existing contracts and awards, the Compensation Committee may choose to avail itself of the ~~Code is not a significant concern.~~transition rule.

Policy Regarding Recoupment of Certain Compensation

The Company has adopted a formal compensation recovery or "clawback" policy for its executive officers, including all Named Executive Officers. Pursuant to this policy, the Board of Directors ~~of the~~

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~~Company~~ may seek to recoup certain incentive compensation, including cash bonuses and equity incentive awards paid based upon the achievement of financial performance metrics, from executives in the event that the Company is required to restate its financial statements.

Prohibition on Margin Accounts and Hedging and Similar Transactions

Our executive officers and directors, including the Named Executive Officers, are subject to an insider trading policy that, among other things, prohibits them from holding Company securities in a margin account, and also prohibits them from engaging in put or call options, short selling, or similar hedging activities involving our stock. We prohibit these transactions because they may reduce the individual's incentive to improve our performance, focus the individual on short-term performance at the expense of long-term objectives, and misalign the individual's interests with those of our stockholders generally.

Director and Officer Stock Ownership Guidelines

~~In June 2014, we revised our~~Our Stock Ownership Guidelines have been established in order to further the investment of our non-management directors, executive officers, and Senior Vice Presidents in the success of the Company and to encourage a long-term perspective in managing the Company. ~~The~~During the 2019 fiscal

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year, except for the Non-Management Directors which increased from two to five times annual cash retainer in our January 2019 board meeting, the stock ownership requirements ~~are:~~were as follows:

Position		Minimum Ownership Requirements (Number of Share Equivalents)

Chief Executive Officer		lesser of 1,400,000 share equivalents or 5 times base salary
President(1)		lesser of 700,000 share equivalents or 3 times base salary
Senior Executive Vice Presidents		lesser of 700,000 share equivalents or 3 times base salary
Executive Vice Presidents		lesser of 200,000 share equivalents or 2 times base salary
Senior Vice Presidents		lesser of 100,000 share equivalents or 1 times base salary
Non-Management Directors(2)		lesser of 150,000 share equivalents or 25 times annual cash retainer

(1): If the President is also the Chief Executive Officer, the Chief Executive Officer amount ~~shall~~will apply.
(2): Other than an Executive Chairman, who ~~shall~~will be subject to the same requirement as the Chief Executive Officer.

Effective as of April 10, 2019, we have revised our stock ownership guidelines to remove the reference to a specific number of shares to be held. The current stock ownership requirements are:

Position		Minimum Ownership Requirements

Chief Executive Officer		5 times base salary
Chief Operating Officer		3 times base salary
Senior Executive Vice Presidents		3 times base salary
Executive Vice Presidents		2 times base salary
Senior Vice Presidents		1 times base salary
Non-Management Directors		5 times annual cash retainer

Newly appointed or promoted executives who are or become subject to our Stock Ownership Guidelines and newly elected non-management directors have five years from the time they are appointed, promoted, or elected, as the case may be, to meet the stock ownership requirements. Currently, all of ~~those persons subject to the guidelines, including all~~our Named Executive Officers ~~and senior vice presidents,~~ have achieved the minimum holding ownership requirement or have not yet served for five years.

For the purposes of determining stock ownership levels, the following forms of equity interests in the Company are included:

•: Shares owned outright by the participant or his or her immediate family members residing in the same household;
•: Restricted stock and restricted stock units whether or not vested; and
•: Shares underlying Rite Aid stock options whether or not vested.

Restricted stock and restricted stock units, whether or not vested, and shares owned count as one (1) share equivalent per share beneficially owned and stock options, whether or not vested, count as one-half (.5) share equivalent per stock option.

~~Table of Contents~~

The Compensation Committee is responsible for interpreting and administering the Stock Ownership Guidelines, and may, from time to time, reevaluate and revise the Stock Ownership Guidelines, including when there are changes to the Company's capital structure or where implementation of the Stock Ownership Guidelines would cause a non-management director, executive officer, or Senior Vice President to incur a hardship due to his or her unique financial circumstances.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

~~Marcy Syms,~~Robert E. Knowling, Jr., Chair
Bruce G. Bodaken*
Louis P. Miramontes

*: Mr. Bodaken
~~Michael N. Regan~~
served on the Compensation Committee throughout our 2019 fiscal year and until April 10, 2019. Ms. Katherine Quinn joined the Compensation Committee and the Board on April 10, 2019, but did not participate in the review or recommendation of the Compensation Discussion and Analysis.

Table of Contents

SUMMARY COMPENSATION TABLE

The following summary compensation table sets forth the cash and non-cash compensation for the fiscal years ended ~~February 27, 2016, February 28, 2015,~~March 2, 2019, March 3, 2018, and March ~~1, 2014,~~4, 2017, respectively, paid to or earned by (i) our principal executive officer, (ii) our principal financial officer, and (iii) the three most highly compensated executive officers of the Company other than the principal executive officer or the principal financial officer who were serving at the end of the 2016 fiscal year, and (iv) two former executive officers who would have been among the three most highly compensated executive officers of the Company if they served as an executive officer at the end of the 20162019 fiscal year (collectively, the "Named Executive Officers").

Name and Principal Position
Fiscal
Year Salary
($) Bonus
($) Stock
Awards
($)(6) Option
Awards
($)(6) Non-Equity
Incentive
Plan
Compensation
($)(7) Change In
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(8) All Other
Compensation
($)(9) Total
($)
John T. Standley
2016 1,150,000 — 13,672,926 2,533,385 4,705,038 0 304,923 22,366,272
(CEO)
2015 1,150,000 — 3,411,852 3,032,895 2,991,291 128,354 291,279 11,005,671
2014 1,035,000 — 810,060 1,788,333 4,200,000 240,511 273,325 8,347,229
Kenneth A. Martindale

2016
900,000
—
9,799,850
1,585,980
2,555,424
0
322,786
15,164,040
(President of Rite Aid Corporation
2015 900,000 — 2,847,576 949,428 1,583,050 32,359 321,012 6,633,425
& CEO of Rite Aid Stores)
2014 878,250 — 396,888 875,926 2,587,500 102,797 308,158 5,149,519
Darren W. Karst

2016
790,005
—
1,009,008
695,980
924,136
0
279,138
3,698,267
(Senior Executive VP, CFO &
2015 419,310 — 2,891,198 812,498 275,775 1,802 126,309 4,526,892
CAO)(1)

Enio Anthony Montini, Jr.

2016
450,303
—
418,548
288,805
658,332
0
131,225
1,947,213
(Executive VP, Merchandising

& Distribution)(2)

Dedra N. Castle

2016
425,006
—
407,460
280,795
357,956
0
231,385
1,702,603
(Executive VP, Chief

Human Resources Officer)(3)

Frank G. Vitrano

2016
725,009
—
1,348,108
929,605
1,971,365
0
267,037
5,241,124
(Chief Strategic Business
2015 844,131 — 1,252,452 1,113,030 1,347,801 101,829 313,042 4,972,286
Development Officer)(4)
2014 819,545 — 397,440 877,454 2,048,862 267,137 303,256 4,713,694
Robert K. Thompson

2016
461,810
—
638,476
440,995
654,395
0
142,671
2,338,347
(Special Advisor to President
2015 500,321 — 771,720 290,103 527,161 47,575 143,185 2,280,065
of Rite Aid Corporation)(5)
2014 477,405 — 115,644 255,558 716,107 118,397 133,626 1,816,737

Name and Principal Position(1)

John T. Standley	2019	1,220,550	—	1,830,829	—	1,440,249	53,994	3,320,207	7,865,829
(CEO)	2018	1,219,857	—	5,640,243	—	1,825,943	314,545	319,874	9,320,462
	2017	1,184,500	—	6,095,121	—	—	481,309	311,025	8,071,955
Kermit Crawford	2019	1,000,000	—	1,274,966	—	1,032,500	—	252,000	3,559,466
(President & COO)	2018	403,846	—	2,000,000	1,080,000	729,167	18,921	1,175,000	5,406,934
Darren W. Karst	2019	850,356	—	638,099	—	627,428	—	707,424	2,823,306
(Senior Executive VP,	2018	829,856	—	1,534,638	—	776,284	49,056	782,185	3,972,019
CFO & CAO)	2017	809,751	—	1,667,368	—	—	52,907	269,584	2,799,610
Bryan B. Everett	2019	617,654	—	370,832	—	364,620	—	475,600	1,828,706
(COO, Rite Aid Stores)	2018	533,784	—	1,626,434	—	392,700	17,891	413,475	2,984,284
	2017	461,250	—	712,768	—	—	16,768	151,086	1,341,872
Jocelyn Z. Konrad	2019	461,034	—	207,592	—	204,103	—	358,250	1,230,979
(Executive VP, Pharmacy)	2018	427,846	—	571,326	—	252,450	33,665	124,000	1,409,287

(1): Mr. Standley entered into a separation agreement with the Company as of March 12, 2019 and, pursuant to that agreement, will remain in his current role until a successor is named or until his earlier termination. Mr. Crawford left the Company effective March 12, 2019. Mr. Karst ~~assumed~~entered into a separation agreement with the ~~Chief Administrative Officer responsibilities previously held by Mr. Vitrano on October 25, 2015.~~Company as of March 12, 2019 and pursuant to that agreement, left the Company as of May 31, 2019 after a transition period. For a description of the separation agreements entered into with Messrs. Standley, Crawford, and Karst, please see the narrative under the caption "Potential Payments Upon Termination or Change in Control."
(2): ~~Mr. Montini, who has served the Company in his position since fiscal year 2016, first became a Named Executive Officer in fiscal year 2016.~~
~~(3)~~: ~~Ms. Castle, who has served the Company in her position since fiscal year 2015, first became a Named Executive Officer in fiscal year 2016.~~
~~(4)~~: ~~Mr. Vitrano served as Senior Executive Vice President and Chief Administrative Officer until October 25, 2015.~~
~~(5)~~: ~~Mr. Thompson served as Executive Vice President, Store Operations until August 2015.~~

~~Table of Contents~~

~~(6)~~: The amounts reported reflect the aggregate grant date fair value of each stock award and option award computed in accordance with FASB ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 1617 of the Company's Annual Report on Form 10-K as filed with the SEC on April 25, ~~2016,~~2019, Note 1517 of the Company's Annual Report on Form 10-K as filed with the SEC on April ~~23, 2015~~26, 2018, and Note 1316 of the Company's Annual Report on Form 10-K as filed with the SEC on April 23, 2014, as applicable. The chart below provides the two components comprising the amounts reported in the column titled Stock Awards as well as the grant date fair value of such awards based on the maximum level of achievement under the performance awards:May 3, 2017.

Name
Restricted
Stock
Award ($) Performance Award
Target
Performance ($) Max
Performance
Award
Achievement ($)
Mr. Standley
1,437,408 12,235,518 15,032,232
Mr. Martindale
900,116 8,899,734 18,150,852
Mr. Karst
394,940 614,068 1,382,290
Mr. Montini
164,052 254,496 572,880
Ms. Castle
159,712 247,748 557,690
Mr. Vitrano
527,744 820,364 1,846,670
Mr. Thompson
249,984 388,492 874,510

~~(7)~~(3): The amounts ~~reported~~ in the "Non-Equity Incentive Plan Compensation" column ~~consist of the following:~~

Name
Annual Cash Incentive
Bonus for Performance in
the Applicable Fiscal
Year ($) FY14-16
LTIP—Cash Performance
Units vested
in FY 2016(A)
Mr. Standley
2,582,900 2,122,138
Mr. Martindale
1,516,050 1,039,374
Mr. Karst
924,136 —
Mr. Montini
387,435 270,897
Ms. Castle
357,956 —
Mr. Vitrano
930,341 1,041,024
Mr. Thompson
351,162 303,233

~~(A)~~: ~~Represents the amounts in respect of long-term~~for fiscal year 2019 represent annual cash incentive ~~units that become vested~~bonuses for performance in fiscal year ~~2016, based on achievement of cumulative Adjusted EBITDA and average leverage ratio targets for each of fiscal year 2014, 2015 and 2016.~~2019.

~~(8)~~(4): Represents above-market earnings (over 120% of the "applicable federal rate"), if applicable, under the Company's defined contribution supplemental executive retirement ~~plan.~~plans.
~~(9)~~(5): The amounts in the "All Other Compensation" column for fiscal year ~~2016~~2019 consist of the following:

Name
Financial
Planning
($) Personal
Use of
Company
Aircraft
($)(A) Supplemental
Executive
Retirement
Plan
Allocations
($) Housing/
Transportation
Expenses
($)(B) Employer
Paid
Taxes
($)(C) Automobile
Allowance
($) 401(k)
Matching
Contributions
($)
Mr. Standley
6,323 — 276,000 — — 12,000 10,600
Mr. Martindale
5,000 — 216,000 47,120 32,066 12,000 10,600
Mr. Karst
10,000 — 189,600 57,938 — 11,000 10,600
Mr. Montini
975 — 107,650 — — 12,000 10,600
Ms. Castle
— — 102,000 56,500 50,285 12,000 10,600
Mr. Vitrano
5,000 1,019 181,944 34,032 22,442 12,000 10,600
Mr. Thompson
5,000 — 115,071 — — 12,000 10,600

Name

Mr. Standley	4,275	292,932	—	12,000	11,000	3,000,000
Mr. Crawford	—	240,000	—	12,000	—	—
Mr. Karst	5,000	203,360	60,778	12,000	11,000	415,000
Mr. Everett	5,000	147,600	—	12,000	11,000	300,000
Ms. Konrad	—	110,250	—	12,000	11,000	225,000

~~(A)~~(a): With respect to personal use of aircraft, the Company determines the incremental cost of an officer's aircraft usage by calculating the variable flight-hour cost associated with the particular aircraft. Variable cost in general includes fuel, landing fees, maintenance costs per flight, per hour and catering.
~~(B)~~: ~~Each of Messrs. Martindale,~~Mr. Karst ~~and Vitrano~~ is reimbursed for certain housing and transportation expenses pursuant to ~~their respective employment agreement. Ms. Castle was reimbursed for one-time relocation expenses pursuant to her~~his employment agreement. The Company determines the incremental cost of ~~these~~said expenses based on the out-of-pocket amounts paid for rent, utilities, ~~travel~~ and ~~relocation, as applicable.~~
~~(C)~~: Figures in this column represent the Company-paid taxes related to housing and transportation expenses reimbursed by the Company for Messrs. Martindale and Vitrano, and related to relocation expenses reimbursed by the Company for Ms. Castle.travel.

Table of Contents

GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR ~~2016~~2019

The following table summarizes grants of plan-based awards made to Named Executive Officers during our fiscal year ended ~~February 27, 2016.~~March 2, 2019. As previously announced, we implemented a reverse stock split of our common stock at a reverse stock split ratio of 1-for-20. Our common stock began trading on a split-adjusted basis on the NYSE at the market open on April 22, 2019. Accordingly, all share amounts presented reflect the reverse stock split.

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1) Estimated Future
Payouts Under Equity
Incentive Plan Awards(2)(3) All
Other
Stock All
Other
Option Exercise
or Base
Price of
Option Grant
Date
Fair
Value
of Stock
and
Option
Name
Committee
Action
Date Grant
Date Threshold
100% ($) Target
100% ($) Max
200%($) Threshold
(#) Target
(#) Max
(#) Awards
(#)(4) Awards
(#)(5) Awards
($/Sh) Awards
($)(6)
John T. Standley
2,300,000 2,300,000 4,600,000
6/18/2015 6/24/2015 86,963 231,900 579,750 165,600 569,300 8.68 6,206,309
6/18/2015 6/24/2015 1,152,074 1,152,074 1,152,074 10,000,002
Kenneth A. Martindale
1,350,000 1,350,000 2,700,000
6/18/2015 6/24/2015 54,450 145,200 363,000 103,700 356,400 8.68 3,885,824
6/18/2015 6/24/2015 432,028 864,056 1,728,112 7,500,006
Darren W. Karst
592,500 592,500 1,185,000
6/18/2015 6/24/2015 23,888 63,700 159,250 45,500 156,400 8.68 1,704,988
Enio Anthony Montini, Jr.
358,148 358,148 716,297
6/18/2015 6/24/2015 9,900 26,400 66,000 18,900 64,900 8.68 707,353
Dedra N. Castle
318,750 318,750 637,500
6/18/2015 6/24/2015 9,638 25,700 64,250 18,400 63,100 8.68 688,255
Frank G. Vitrano
1,055,164 1,055,164 2,110,328
6/18/2015 6/24/2015 31,913 85,100 212,750 60,800 208,900 8.68 2,277,713
Robert K. Thompson
375,240 375,240 750,481
6/18/2015 6/24/2015 15,113 40,300 100,750 28,800 99,100 8.68 1,079,471



					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards										Exercise or Base Price of Option Awards ($/Sh)
											Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards (#)(2)		All Other Option Awards (#)
Name	Grant Date		Date of Board Action		Threshold ($)		Target ($)		Max ($)		Threshold (#)		Target (#)		Max (#)		All Other Stock Awards (#)(2)		All Other Option Awards (#)
John T. Standley(6)		1/4/2019		12/6/2018		1,601,963		4,271,900		10,679,750		—		—		—		118,885		—		—	1,830,829
						1,220,550		2,441,100		4,882,200		—		—		—
Kermit Crawford(4)		1/4/2019		12/6/2018		1,115,625		2,975,000		7,437,500		—		—		—		82,790		—		—	1,274,966
						875,000		1,750,000		3,500,000		—		—		—
Darren W. Karst(5)		1/4/2019		12/6/2018		558,300		1,488,800		3,722,000		—		—		—		41,435		—		—	638,099
						531,719		1,063,438		2,126,875		—		—		—
Bryan B. Everett		1/4/2019		12/6/2018		324,450		865,200		2,163,000		—		—		—		24,080		—		—	370,832
						309,000		618,000		1,236,000		—		—		—
Jocelyn Z. Konrad		1/4/2019		12/6/2018		181,613		484,300		1,210,750		—		—		—		13,480		—		—	207,592
						172,969		345,938		691,875		—		—		—

(1): On January 4, 2019, each Named Executive Officer received a grant of cash-based performance units that will be earned based upon the achievement of an Adjusted EBITDA goal for fiscal years 2020 and 2021. Vesting for the performance units will occur, provided the performance targets have been met, on February 27, 2021 (the end of the Company's fiscal year 2021), provided that the Named Executive Officer is continuously employed at the Company through the date of the earnings release. The ~~first amount~~second row of the table reflects the opportunity for each Named Executive Officer ~~relates~~ to earn an annual cash incentive bonus, as discussed in the Compensation Discussion and Analysis under the caption "Cash Incentive Bonuses." Actual cash incentives earned for the fiscal year are shown in the Summary Compensation Table above.
(2): On June 24, 2015, each Named Executive Officer received a grant of performance-based units that will be earned based upon the achievement of Adjusted EBITDA and return on net asset goals for fiscal years 2016, 2017 and 2018. Vesting for the performance units will occur, provided the performance targets have been met, on March 3, 2018 (the end of the Company's fiscal year 2018), provided that the Named Executive Officer is continuously employed at the Company through the date of the earnings release for fiscal year 2018.
~~(3)~~: On June 24, 2015, Messrs. Standley and Martindale received special grants of performance-based units. The performance units granted to Mr. Standley will be earned based upon the achievement of the successful integration of EnvisionRx and its business units into the Company. Vesting for the performance units granted to Mr. Standley will occur, provided the performance target has been met, on the earlier of June 24, 2017 or the date of the Company's 2017 Annual Meeting of Stockholders, subject to his continued employment through such date. The performance units granted to Mr. Martindale will be earned based on the achievement of a cumulative adjusted net income goal for fiscal years 2016, 2017 and 2018. Vesting for the performance units granted to Mr. Martindale will occur, provided the performance target has been met, on the earlier of the date of reporting of fiscal year 2018 results or the date of the Company's 2018 Annual Meeting of Stockholders, subject to his continued employment through such date.
~~(4)~~: ~~On June 24, 2015,~~January 4, 2019, the Named Executive Officers received a grant of restricted stock, as described in the Compensation Discussion and Analysis, under the caption "Components of Executive Compensation for Fiscal Year ~~2016—~~2019—Restricted Stock." These restricted shares will vest as follows based on continued employment:

Name		Vesting Schedule

Mr. Standley	~~165,600~~118,885	One-third on each of first three anniversaries of grant date
Mr. ~~Martindale~~Crawford	~~103,700~~82,790	One-third on each of first three anniversaries of grant date
Mr. Karst	~~45,500~~41,435	One-third on each of first three anniversaries of grant date
Mr. ~~Montini~~Everett	~~18,900~~24,080	One-third on each of first three anniversaries of grant date
Ms. ~~Castle~~Konrad	~~18,400~~	~~One-third on each of first three anniversaries of grant date~~
~~Mr. Vitrano~~	~~60,800~~	~~One-third on each of first three anniversaries of grant date~~
~~Mr. Thompson~~	~~28,800~~13,480	One-third on each of first three anniversaries of grant date

~~Table of Contents~~

~~(5)~~: On June 24, 2015, the Named Executive Officers received a grant of stock options, as described in the Compensation Discussion and Analysis, under the caption "Components of Executive Compensation for Fiscal Year 2016—Stock Options." These stock options will vest as follows based on continued employment:

~~Name~~		~~Vesting Schedule~~

~~Mr. Standley~~	~~569,300~~	~~One-fourth on each of first four anniversaries of grant date~~
~~Mr. Martindale~~	~~356,400~~	~~One-fourth on each of first four anniversaries of grant date~~
~~Mr. Karst~~	~~156,400~~	~~One-fourth on each of first four anniversaries of grant date~~
~~Mr. Montini~~	~~64,900~~	~~One-fourth on each of first four anniversaries of grant date~~
~~Ms. Castle~~	~~63,100~~	~~One-fourth on each of first four anniversaries of grant date~~
~~Mr. Vitrano~~	~~208,900~~	~~One-fourth on each of first four anniversaries of grant date~~
~~Mr. Thompson~~	~~99,100~~	~~One-fourth on each of first four anniversaries of grant date~~

~~(6)~~(3): Represents the grant date fair value, measured in accordance with FASB ASC Topic 718 of stock ~~and option~~ awards made in fiscal year ~~2016.~~2019. Grant date fair values are calculated pursuant to assumptions set forth in Note 1617 of the Company's ~~2016~~2019 Annual Report on ~~Form~~form 10-K filed with the SEC on April 25, ~~2016.~~2019.
(4): Mr. Crawford forfeited his 2019 plan based awards with his departure on March 12, 2019.
(5): Mr. Karst forfeited his January 4, 2019 non-equity incentive plan award, a portion of his January 4, 2019 restricted stock grant, and is eligible for a prorated portion of any earned fiscal year 2020 annual cash incentive, pursuant to his March 12, 2019 separation agreement.
(6): Mr. Standley will forfeit his January 4, 2019 non-equity incentive plan award and be eligible for a prorated portion of any earned fiscal year 2020 annual cash incentive upon his departure and pursuant to his March 12, 2019 separation agreement.

Table of Contents

EXECUTIVE EMPLOYMENT AND SEPARATION AGREEMENTS

Rite Aid ~~has~~ entered into employment agreements with each of the Named Executive Officers, ~~other than Mr. Thompson,~~which govern the material terms of ~~which are described below.~~

•: ~~Mr. Standley serves as Chairman of~~their employment and were in effect during the ~~Board and Chief Executive Officer;~~
•: ~~Mr. Martindale serves as President of Rite Aid Corporation and CEO of Rite Aid Stores;~~
•: ~~Mr. Karst serves as Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer, a role he assumed on October 25, 2015;~~
•: ~~Mr. Montini serves as Executive Vice President, Merchandising and Distribution, a role he assumed on August 7, 2015;~~
•: ~~Ms. Castle serves as Executive Vice President, Chief Human Resources Officer; and~~
•: ~~Mr. Vitrano serves as Chief Strategic Business Development Officer and served as Senior Executive Vice President and Chief Administrative Officer until October 25, 2015.~~

~~Term.~~ Except for Mr. Karst and Mr. Montini, whose terms commenced on August 20, 2014 and June 23, 2011, respectively, the term of each executive's employment commenced on the effective date of his employment agreement, as follows: Mr. Standley, September 24, 2008 (as amended and restated as of January 21, 2010); Mr. Martindale, December 3, 2008 (as amended as of October 26, 2015); Ms. Castle, March 24, 2014; and Mr. Vitrano, September 24, 2008 (as amended as of October 26, 2015). Each employment agreement has an initial term of two years, other than in the case of Mr. Standley, whose agreement has an initial term of three years (each such period, the "Initial Term"). Each agreement will automatically renew for successive one-year terms (each, a "Renewal Term"), unless either the executive or Rite Aid provides the other with notice of non-renewal at least 180 days prior to the expiration of the Initial Term or a Renewal Term, as applicable.Company's last completed fiscal year.

Salary and Incentive Bonus. The respective agreements provide each executive with a base salary and an incentive compensation target (which may be reviewed periodically for increase by the Compensation Committee). ~~The current~~As part of the announced leadership transition, Bryan Everett was promoted to Chief Operating Officer as of March 12, 2019. Effective as of March 12, 2019, Mr. Everett's annual base salary was increased to $750,000, Mr. Everett's target annual bonus opportunity was set at 125% of his base salary and his target long-term incentive compensation ~~amounts are~~award opportunity was set ~~forth below:~~

•: ~~Mr. Standley is currently entitled~~at 250% of his base salary. Jocelyn Konrad was promoted to ~~an annual~~the position of Executive Vice President, Pharmacy & Retail Operations, effective March 12, 2019. In connection with this promotion, Ms. Konrad's base salary ~~of $1,150,000. If Rite Aid's performance meets certain targets in the future, Mr. Standley may receive an~~was increased to $600,000, her target annual bonus ~~that, if awarded, will equal or exceed 200% of his annual base salary then in effect.~~
•: Mr. Martindale is currently entitled to an annual base salary of $900,000. If Rite Aid's performance meets certain targets in the future, Mr. Martindale may receive an annual incentive bonus that, if awardedopportunity was set at 100% of ~~target, will equal 150% of his annual~~ base salary, ~~then in effect.~~
•: ~~Mr. Karst is currently entitled to an annual base salary of $790,000. If Rite Aid's performance meets certain targets in the future, Mr. Karst may receive an annual~~and her target long-term incentive ~~bonus that, if awarded~~compensation award opportunity was set at ~~100% of target, will equal 125% of his annual base salary then in effect.~~
•: Mr. Montini is currently entitled to an annual base salary of $460,000. If Rite Aid's performance meets certain targets in the future, Mr. Montini may receive an annual incentive bonus that, if awarded at 100% of target, will equal 75% of his annual base salary then in effect.
•: Ms. Castle is currently entitled to an annual base salary of $425,000. If Rite Aid's performance meets certain targets in the future, Ms. Castle may receive an annual incentive bonus that, if awarded at 100% of target, will equal 75%200% of her ~~annual~~ base ~~salary then in effect.~~

~~Table of Contents~~salary.

•: Mr. Vitrano is currently entitled to an annual base salary of $500,000. If Rite Aid's performance meets certain targets in the future, Mr. Vitrano may receive an annual incentive bonus that, if awarded at 100% of target, will equal 75% of his annual base salary then in effect.

Other Benefits. Pursuant to their employment agreements, each of the Named Executive Officers is also entitled to participate in Rite Aid's welfare benefits, fringe benefit and perquisite programs, and savings plans.

Term Under Active Employment Agreements. The term of employment for each of Mr. Everett and Ms. Konrad commenced on the effective date of his or her employment agreement, as follows: Mr. Everett, June 22, 2015; and Ms. Konrad, August 3, 2015. The employment agreement for each of Mr. Everett and Ms. Konrad has an initial term of two years (each such period, the "Initial Term"). These agreements will automatically renew for successive one-year terms (each, a "Renewal Term"), unless either the executive or Rite Aid provides the other with a notice of nonrenewal at least 180 days, with respect to Ms. Konrad, and 120 days, with respect to Mr. Everett, prior to the expiration of the Initial Term or a Renewal Term, as applicable.

Restrictive Covenants. The employment agreement of each Named Executive Officer prohibits the officer from competing with Rite Aid during his or her employment period and for a period of one year ~~or with respect to Ms. Castle, two years in the event of termination without "cause" or for "good reason" (as such terms are defined in Ms. Castle's employment agreement),~~ thereafter.

Termination and Change in Control Benefits. The provisions of the employment agreements relating to termination of employment, and the terms of the separation agreements entered into with each of Messrs. Standley, Crawford, and Karst, are described under the caption "Potential Payments Upon Termination or Change in Control" below.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ~~2016~~2019 YEAR-END

The following table summarizes the number of securities underlying outstanding equity awards for the Named Executive ~~Officers as~~Officers. As previously announced, we implemented a reverse stock split of ~~February 27, 2016:~~our common stock at a reverse stock split ratio of 1-for-20. Our common stock began trading on a split-adjusted basis on the NYSE at the market open on April 22, 2019. Accordingly, all share amounts and option exercise prices presented reflect the reverse stock split.

Option Awards Stock Awards
Name
Date of
Grant Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)(2) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(1)(2) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(3) Equity
Incentive
Plan
Awards:
# of
Unearned
Shares or
Units That
Have Not
Vested
(#)(1)(4) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares or
Units of
Stock That
Have Not
Vested
($)(3)
John T. Standley
10/02/2008 168,800 — 0.89 10/02/2018
06/25/2009 580,600 — 1.24 06/25/2019
01/21/2010 2,555,000 — 1.52 01/21/2020
06/23/2010 1,428,600 — 1.07 06/23/2020
06/27/2011 1,403,500 — 1.24 06/27/2021
06/27/2011 2,361,585 — 1.24 06/27/2021
06/25/2012 1,034,475 344,825 1.32 06/25/2022
06/24/2013 468,150 468,150 2.76 06/24/2023 97,833 778,751
06/23/2014 169,625 508,875 7.08 06/23/2024 133,866 1,065,573 281,100 2,237,556
06/24/2015 — 569,300 8.68 06/24/2025 165,600 1,318,176 231,900 1,845,924
06/24/2015 1,152,074 (5) 9,170,509
Kenneth A. Martindale

06/23/2010
1,400,000
—
1.07
06/23/2020
06/27/2011 542,100 — 1.24 06/27/2021
06/27/2011 874,661 — 1.24 06/27/2021
06/25/2012 452,700 150,900 1.32 06/25/2022 —
06/24/2013 229,300 229,300 2.76 06/24/2023 47,933 381,547
06/23/2014 53,100 159,300 7.08 06/23/2024 209,466 1,667,349 88,000 700,480
06/24/2015 — 356,400 8.68 06/24/2025 103,700 825,452 145,200 1,155,780
06/24/2015 864,056 (6) 6,877,878
Darren W. Karst

08/20/2014
51,950
155,850
6.43
08/20/2024
77,148
614,098
08/20/2014 — — — 06/24/2025 — — 86,000 684,560
06/24/2015 — 156,400 8.68 06/24/2025 45,500 362,180 63,700 507,052
Enio Anthony Montini, Jr.

06/25/2012
—
60,675
1.32
06/25/2022
06/24/2013 — 59,750 2.76 06/24/2023 12,500 99,500
06/23/2014 19,350 58,050 7.08 06/23/2024 15,266 121,517 32,000 254,720
06/24/2015 — 64,900 8.68 06/24/2025 18,900 150,444 26,400 210,144
Dedra N. Castle

03/24/2014
—
—
03/23/2024
43,456
345,910
06/23/2014 18,800 56,400 7.08 06/23/2024 14,866 118,333 31,200 248,352
06/24/2015 — 63,100 8.68 06/24/2025 18,400 146,464 25,700 204,572
Frank G. Vitrano

06/27/2011
135,525
—
1.24
06/27/2021
06/27/2011 437,330 — 1.24 06/27/2021
06/25/2012 301,800 150,900 1.32 06/25/2022
06/24/2013 229,700 229,700 2.76 06/24/2023 48,000 382,080
06/23/2014 62,250 186,750 7.08 06/23/2024 49,133 391,099 103,200 821,472
06/24/2015 — 208,900 8.68 06/24/2025 60,800 483,968 85,100 677,396
Robert K. Thompson

06/25/2012
—
67,925
1.32
06/25/2022
06/24/2013 — 66,900 2.76 06/24/2023 13,966 111,169
06/23/2014 — 48,675 7.08 06/23/2024 54,733 435,675 26,900 214,124
06/24/2015 — 99,100 8.68 06/24/2025 28,800 229,248 40,300 320,788

	Option Awards												Stock Awards

Name	Date of Grant		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)(2)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)(3)		Market Value of Shares or Units of Stock That Have Not Vested ($)(4)		Equity Incentive Plan Awards: # of Unearned Shares or Units That Have Not Vested (#)(1)(5)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4)
John T. Standley		6/25/2009		29,030		—		—		24.80		6/25/2019		—		—		—		—
		1/21/2010		127,750		—		—		30.40		1/21/2020		—		—		—		—
		6/23/2010		71,430		—		—		21.40		6/23/2020		—		—		—		—
		6/27/2011		118,079		—		—		24.80		6/27/2021		—		—		—		—
		6/27/2011		70,175		—		—		24.80		6/27/2021		—		—		—		—
		6/25/2012		68,965		—		—		26.40		6/25/2022		—		—		—		—
		6/24/2013		46,815		—		—		55.20		6/24/2023		—		—		—		—
		6/23/2014		33,925		—		—		141.60		6/23/2024		—		—		—		—
		6/24/2015		21,349		7,116		—		173.60		6/24/2025		—		—		—		—
		6/22/2016		—		—		—		—		—		6,385		93,221		—		—
		7/17/2017		—		—		—		—				44,030		642,838		66,045		964,257
		1/4/2019		—		—		—		—				118,885		1,735,721		—		—
Kermit Crawford		10/2/2017		12,500		37,500		—		41.00		10/2/2027		32,520		474,796		—		—
		1/4/2019		—		—		—		—		1/4/2029		82,790		1,208,734		—		—
Darren W. Karst		8/20/2014		10,390		—		—		128.60		8/20/2024		—		—		—		—
		6/24/2015		5,865		1,955		—		173.60		6/24/2025		—		—		—		—
		6/22/2016		—		—		—		—				1,747		25,501
		7/17/2017		—		—		—		—				11,980		174,908		17,970		262,362
		1/4/2019		—		—		—		—				41,435		604,951		—		—
Bryan Everett		6/24/2015		2,505		835		—		173.60		6/24/2025		—		—		—		—
		6/22/2016		—		—		—		—				747		10,901
		7/17/2017		—		—		—		—				5,140		75,044		7,710		112,566
		9/6/2017		—		—		—		—				13,333		194,666		—		—
		1/4/2019		—		—		—		—				24,080		351,568		—		—
Jocelyn Z. Konrad		6/25/2009		300		—		—		24.80		6/25/2019		—		—		—		—
		6/27/2011		1,655		—		—		24.80		6/27/2021		—		—		—		—
		6/25/2012		1,690		—		—		26.40		6/25/2022		—		—		—		—
		6/24/2013		675		—		—		55.20		6/24/2023		—		—		—		—
		6/23/2014		330		—		—		141.60		6/23/2024		—		—		—		—
		6/24/2015		435		145				173.60		6/24/2025		—		—		—		—
		6/22/2016		—		—		—		—				647		9,441
		7/17/2017		—		—		—		—				4,460		65,116		6,690		97,674
		1/4/2019		—		—		—		—				13,480		196,808		—		—

(1): Refer to "Potential Payments Upon Termination or Change in ~~Control,"~~Control" below for circumstances under which the terms of the vesting of equity awards would be accelerated.
(2): Stock options will generally vest in equal installments on each of the first four anniversaries of the grant date, based on continued employment. With respect to the restricted stock awards listed above, one-third of the restricted shares will vest on each of the first three anniversaries of the grant date, based on continued employment.
(3): Restricted shares will generally vest one-third on each of the first three anniversaries of the grant date.
(4): Determined with reference to ~~$7.96,~~$14.60, the closing price of a share of Rite Aid common stock on the last trading day before ~~February 27, 2016.~~March 3, 2019 to reflect the reverse stock split.
~~(4)~~(5): Performance units granted on ~~June 24, 2015 generally vest~~July 17, 2017 will be earned based upon the achievement of an Adjusted EBITDA and ~~return~~Return on ~~net asset~~Net Assets goals for fiscal years ~~2016, 2017~~2019 and ~~2018.~~2020. Vesting for the performance units will occur, provided the performance target has been met, on ~~March 3, 2018, subject to continued employment~~February 29, 2020 (the end of the Company's fiscal year 2020), provided that the Named Executive Officer is continuously employed at the Company through the date of the earnings release for fiscal year ~~2018.~~
~~(5)~~: The performance units vest based upon achievement of the successful integration of EnvisionRx and its business units into the Company, as determined at the sole discretion of the Compensation Committee. Vesting for the performance units will occur, provided the performance target has been met, on the earlier of June 24, 2017 or the date of the Company's 2017 Annual Meeting of Stockholders, subject to continued employment through such date.
~~(6)~~: The performance units vest based on the achievement of a cumulative adjusted net income goal for fiscal years 2016, 2017 and 2018. Vesting for the performance units will occur, provided the performance target has been met, on the earlier of the date of reporting of fiscal year 2018 results or the date of the Company's 2018 Annual Meeting of Stockholders, subject through continued employment through such date.2020.

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OPTION EXERCISES AND STOCK VESTED TABLE FOR FISCAL YEAR ~~2016~~2019

The following table summarizes for each Named Executive Officer the stock option exercises and shares vested during fiscal year ~~2016:~~2019. As previously announced, we implemented a reverse stock split of our common stock at a reverse stock split ratio of 1-for-20. Our common stock began trading on a split-adjusted basis on the NYSE at the market open on April 22, 2019. As the following information reports transactions that occurred during the fiscal year 2019, the number of shares and options disclosed are on a pre-reverse stock split basis. Any stock holdings resulting from the below transactions, as of April 22, 2019, have been adjusted for the reverse stock split accordingly.

Option Awards Stock Awards
Name
Number of Shares
Acquired on
Exercise (#) Value
Realized on
Exercise ($) Number of Shares
Acquired on
Vesting (#) Value
Realized on
Vesting ($)
John T. Standley
— — 915,341 7,874,846
Kenneth A. Martindale
— — 454,530 3,934,157
Darren W. Karst
— — 295,294 2,385,869
Enio Anthony Montini, Jr.
150,200 1,266,122 270,425 2,319,860
Dedra N. Castle
— — 29,162 244,475
Frank G. Vitrano
— — 374,430 3,222,053
Robert K. Thompson
1,247,911 9,864,166 69,400 605,894

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
John T. Standley		168,800		43,888		623,200	$	1,104,759
Kermit Crawford		—		—		325,204	$	373,985
Darren W. Karst		—		—		169,899	$	301,266
Bryan B. Everett		—		—		199,667	$	281,337
Jocelyn Z. Konrad		—		—		57,533	$	100,607

NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ~~2016~~2019

The following table sets forth the nonqualified deferred compensation activity for each Named Executive Officer during fiscal year ~~2016:~~2019:

Name
Executive
Contributions in
Last FY ($) Registrant
Contributions in
Last FY ($) Aggregate
Earnings in
Last FY ($) Aggregate
Withdrawals /
Forfeitures ($) Aggregate
Balance at Last
FYE ($)
John T. Standley(1)
— 276,000 (237,339 ) — 2,262,395
Kenneth A. Martindale(1)
— 216,000 (148,760 ) — 1,539,692
Darren W. Karst(1)
— 189,600 (14,464 ) — 272,705
Enio Anthony Montini, Jr.(1)
— 107,650 (68,690 ) — 658,416
Dedra N. Castle(1)
— 102,000 (18,354 ) — 183,362
Frank G. Vitrano(1)
— 181,944 (210,435 ) — 1,851,214
Robert K. Thompson(1)
— 115,071 (110,622 ) — 1,018,381

Name

John T. Standley(1)	—	292,932	176,028		—	4,259,058
Kermit Crawford(1)	—	240,000	(16,385	)	—	323,768
Darren W. Karst(1)	—	203,360	(4,061	)	—	993,583
Bryan B. Everett(1)	—	147,600	(11,488	)	—	478,692
Jocelyn Z. Konrad(1)	—	110,250	1,066		—	547,644

(1): Amounts shown relate to a defined contribution supplemental executive retirement plan covering the Named Executive ~~Officers.~~Officers in the fiscal year. Please refer to the Compensation Discussion and Analysis under the caption "Post-Retirement Benefits" for a description of the material terms of this plan.
(2): Amounts shown were reported to the extent required in the "All Other Compensation" column of the Summary Compensation Table for fiscal year 2019.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

As discussed above under the caption "Executive Employment Agreements," the Company has entered into employment agreements with each of the Named Executive ~~Officers other than Mr. Thompson.~~Officers. Upon written notice, the employment agreement of each of the Named Executive Officers is terminable by either Rite Aid or the individual officer seeking termination. Since the end of the last completed fiscal year, the Company has entered into separation agreements with certain of our Named Executive Officers, which are discussed below, as applicable.

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Mr. John Standley

Circumstances Resulting in Severance. Pursuant to his employment agreement with the Company, if Mr. Standley ishad been terminated by the Company without ~~"cause,"~~"cause" or if he ~~terminates~~had terminated his employment for "good reason" (as such terms are defined in his employment agreement) or if the Company provides a notice of nonrenewal at least 180 days prior to the expiration of his employment agreement, a "Company Nonrenewal," and such Company Nonrenewal occurs within six months of a change in control,, then he ~~will be~~would have been entitled to receive:

•: a severance amount equal to two times the sum of his annual base salary and target bonus, ~~(one times the sum in the case of a Company Nonrenewal),~~ a pro-rata bonus for the fiscal year of termination and any accrued but unpaid salary and benefits. The severance amount iswould have been payable in

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installments over the two-year period ~~(one year upon a Company Nonrenewal)~~ following the termination;

•: continued health benefits for two years following the ~~termination (one year in the case of a Company Nonrenewal);~~termination; and
•: all outstanding stock options ~~will~~would have immediately ~~vest~~vested and bebecome exercisable, generally, for a period of one year following the termination of employment and the restrictions on the restricted common stock ~~will~~would have immediately ~~lapse~~lapsed to the extent the restrictions would have lapsed had he remained employed by Rite Aid for three years ~~(one year in the case of a Company Nonrenewal)~~ following the termination.

Pursuant to the separation agreement entered into on March 12, 2019, Mr. Standley will be entitled to the severance benefits described above under the caption "Circumstances Resulting in Severance" upon selection of his successor in the role of Chief Executive Officer and the termination of his employment.

If Rite Aid ~~terminates~~had terminated Mr. Standley for "cause," or he ~~terminates~~had terminated his employment without "good reason":

•: Rite Aid ~~shall pay~~would have paid Mr. Standley all accrued but unpaid salary and benefits;
•: any portion of any then-outstanding stock option grant that was not exercised prior to the date of termination ~~will~~would have immediately ~~terminate~~terminated (provided that if he ~~terminates~~terminated his employment without good reason, any options that would have vested and become exercisable prior to the date of termination ~~will~~would generally ~~remain~~have remained exercisable for a period of 90 days); and
•: any portion of any restricted stock award, or other equity incentive award, as to which the restrictions have not lapsed or as to which any other conditions were not satisfied prior to the date of termination ~~will be~~would have been forfeited.

If Mr. Standley's employment ishad been terminated as a result of his death or "disability" (as such term is defined in his employment agreement), he (or his estate, as the case may be) ~~will be~~would have been entitled to receive all accrued but unpaid salary and benefits payable under death or disability benefit plans in which he participates, a pro-rata bonus (paid at the same time it is paid to other eligible participants in the bonus plan and based on actual achievement of performance targets for the fiscal year), continued health insurance (or reimbursement for the cost of such benefits) for two years for Mr. Standley and/or his or her immediate family, as applicable, vesting of all stock options, and vesting of an amount of restricted stock that would have vested had he remained employed for three years following the date of termination.

Mr. Kermit Crawford

Mr. Kermit Crawford, former President and Chief Operating Officer of the Company, departed the Company by mutual agreement pursuant to the leadership transition effectuated on March 12, 2019. The Separation Agreement with Mr. Crawford provides for a separation payment equal to $5,000,000 payable in equal installments over a 24 month period subject to executing a general release of claims in favor of the Company. Mr. Crawford was also relieved of his obligation to repay $520,073

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to the Company, which represents the repayment obligation with respect to the cash-based inducement award paid to Mr. Crawford upon his hire.

Circumstances Resulting in Severance. Pursuant to ~~their~~his employment ~~agreements~~agreement with the Company, if ~~any of Messrs. Martindale, Karst or Vitrano is~~Mr. Crawford had been terminated by Rite Aid without "cause" or if ~~such officer's~~he had terminated his employment ~~is terminated by the officer~~ for "good reason" (as such terms are defined in the ~~applicable~~ employment agreement), ~~then the officer will be entitled to receive:~~then:

•: he would have been entitled to receive a severance amount equal to two times the sum of the annual base salary and target bonus, a pro-rata bonus for the fiscal year of termination, and any accrued but unpaid salary and benefits. The severance amount iswould have been payable in installments over the two-year period following the termination;
•: he would have been entitled to receive continued health benefits for two years following the termination; and
•: all outstanding stock options ~~will~~would have immediately ~~vest~~vested and bebecome exercisable, generally, for a period of 90 days following the termination of employment and the restrictions on the restricted common stock ~~will~~would have immediately lapsed to the extent the options would have vested and restrictions would have lapsed, in each case, had he remained employed by Rite Aid for two years following the termination.

Mr. Darren Karst

Circumstances Resulting in Severance. Pursuant to his employment agreement with the Company, if Mr. Karst had been terminated by Rite Aid without "cause" or if he were to terminate his employment for "good reason" (as such terms are defined in the employment agreement), then:

•: he would have been entitled to receive a severance amount equal to two times the sum of the annual base salary and target bonus, a pro-rata bonus for the fiscal year of termination, and any accrued but unpaid salary and benefits. The severance amount would be payable in installments over the two-year period following the termination;
•: he would have been entitled to receive continued health benefits for two years following the termination; and
•: all outstanding stock options would immediately vest and become exercisable, generally, for a period of 90 days following the termination of employment and the restrictions on the restricted common stock would immediately lapse to the extent the options would have vested and restrictions would have lapsed, in each case, had ~~the officer~~he remained employed by Rite Aid for two years following the termination.

Pursuant to ~~their~~the separation agreement entered into on March 12, 2019, Mr. Karst became entitled to the severance benefits described above under the caption "Circumstances Resulting in Severance" upon the termination of his transition period of employment ~~agreements~~on May 31, 2019.

Mr. Bryan Everett

Circumstances Resulting in Severance. Pursuant to his employment agreement with the Company, if ~~either of~~ Mr. ~~Montini or Ms. Castle~~Everett is terminated by Rite Aid without "cause" or if ~~such officer's~~he terminates his employment ~~is terminated by~~

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~~the officer~~ for "good reason" (as such terms are defined in the applicable employment agreement), ~~then the officer~~then:

•

he will be entitled to ~~receive:~~

•: receive a severance amount equal to two times the sum of the annual base salary ~~as of~~and target bonus, a pro-rata bonus for the ~~date~~fiscal year of termination, ~~of employment,~~and any accrued but unpaid salary and benefits. The severance amount would be payable in installments over the two-year period following the termination;

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•: he will be entitled to receive continued health benefits for two years following the termination; and
•: all outstanding stock options will immediately vest and be exercisable, generally, for a period of 90 days following the termination of employment and the restrictions on the restricted common stock will immediately lapse, each to the extent the options would have vested and restrictions would have lapsed, in each case, had ~~the officer~~he remained employed by Rite Aid for two years following the termination.

In addition, Mr. Everett's employment agreement provides that if termination occurs following the start of Rite Aid's fiscal year and if the Board of Directors determines that Rite Aid achieved or exceeded its annual performance targets for the fiscal year, Mr. Everett is entitled to an amount equal to his target annual bonus, pro-rated to reflect the number of days in the fiscal year prior to the termination.

Ms. Jocelyn Konrad

Circumstances Resulting in Severance. Pursuant to her employment agreement with the Company, if Ms. Konrad is terminated by Rite Aid without "cause" or if she terminates her employment for "good reason" (as such terms are defined in the applicable employment agreement), then:

•: she will be entitled to receive a severance amount equal to two times annual base salary as of the date of termination of employment, payable in installments over the two-year period following the termination;
•: she will be entitled to receive continued health benefits for two years following the termination; and
•: all outstanding stock options will immediately vest and be exercisable, generally, for a period of 90 days following the termination of employment and the restrictions on the restricted common stock will immediately lapse, each to the extent the options would have vested and restrictions would have lapsed, in each case, had she remained employed by Rite Aid for two years following the termination.

In addition, Ms. Konrad's employment agreement provides that if termination occurs following the start of Rite Aid's fiscal year and if the Board of Directors determines that Rite Aid achieved or exceeded its annual performance targets for the fiscal year, she is entitled to an amount equal to her target annual bonus, pro-rated to reflect the number of days in the fiscal year prior to the termination.

Termination for Cause or Without Good Reason. If Rite Aid ~~terminates~~were to terminate any of the Named Executive Officers for "cause," or if any of the Named Executive Officers ~~terminates~~were to terminate his or her employment without "good reason" (with the exception of Mr. Standley, whose termination provisions are described above):

•: Rite Aid ~~shall~~would pay the officer all accrued but unpaid salary and benefits;
•: any portion of any then-outstanding stock option grant that was not exercised prior to the date of termination ~~will~~would immediately terminate (provided that if the officer terminates his or her employment without good reason, any options that have vested and become exercisable prior to the date of termination will generally remain exercisable for a period of 90 days); and
•: any portion of any restricted stock award, or other ~~equity~~long-term incentive award, as to which the restrictions would not have ~~not~~ lapsed or as to which any other conditions were not satisfied prior to the date of termination ~~will~~would be forfeited.

Treatment of Final Tranche of Retention Awards. If the employment of Messrs. Karst and Everett and Ms. Konrad had been terminated by the Company without "cause" or by the executive with "good reason" as of March 2, 2019, then the retention amounts of $415,125, $300,000, and $225,000

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respectively, would have been paid out to the executives under the executives' respective retention agreements prior to the scheduled payment date of May 1, 2019.

Termination as a Result of Death or Disability. If the employment of any of the Named Executive Officers ~~(other than~~(with the exception of Mr. Standley, whose ~~benefits upon such~~ termination provisions are described above) iswere to be terminated as a result of death or "disability" (as such term is defined in each employment agreement), the officer will be entitled to receive all accrued but unpaid salary and benefits payable under death or disability benefit plans in which the officer participates, continued health insurance (or reimbursement for the cost of such benefits) for two years for the officer and/or his or her immediate family, as applicable, ~~(other than Mr. Montini, who will receive continued coverage for one year),~~ vesting of all stock options and vesting of an amount of restricted stock that would have vested had the officer remained employed for two years following the date of termination. Messrs. ~~Martindale,~~ Karst and ~~Vitrano~~Crawford will also be entitled to receive a pro-rata bonus, based on actual achievement of performance targets for the fiscal year, ~~that~~which is paid at the same time that it is paid to other eligible participants in the bonus plan.

Distributions Upon Termination. Upon the termination of employment of any of the Named Executive Officers, the officer would generally become entitled to receive a distribution of his or her vested account balance under the ~~nonqualified deferred compensation plans maintained~~supplemental executive retirement plan, which has been terminated by the Company. Pursuant to applicable tax regulations, any such distributions will generally be delayed for a period of six months following the Named Executive Officer's separation from service. The account balance of each Named Executive Officer is shown in the "Nonqualified Deferred Compensation for Fiscal Year ~~2016"~~2019" table above. For more information regarding the supplemental executive retirement plan, refer to the Compensation Discussion and Analysis under the caption "Post-Retirement Benefits."

Change in Control Arrangements.

Under Employment Agreements. Under Mr. Standley's employment agreement, upon a change in control, all of his stock options awarded pursuant to his employment agreement and all stock options awarded pursuant to the Company's executive equity program then held by him will immediately vest and become exercisable. Severance benefits would not be triggered pursuant to a change in control unless it is followed by Mr. Standley's termination of employment under the circumstances resulting in severance described above. Similarly, severance benefits would not be triggered pursuant to a change in control unless it is

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followed by Mr. ~~Martindale's, Mr.~~ Karst's, Mr. ~~Montini's,~~Crawford's, Mr. Everett's, or Ms. ~~Castle's or Mr. Vitrano's~~Konrad's termination of employment, respectively, under the circumstances resulting in severance described above.

For purposes of the employment agreements with the Named Executive Officers, where applicable, the term "change in control" generally means an acquisition of 35% or more of the Company's combined voting power; the incumbent directors (generally including current directors and future directors whose election or nomination is approved by the Board) ceasing to constitute a majority of the Board; the consummation of a merger or similar transaction, other than (i) such a transaction in which the voting securities outstanding immediately prior to such transaction continue to represent at least 60% of the voting power of the Company immediately after the transaction or (ii) a recapitalization or similar transaction in which no person becomes the beneficial owner of 35% or more of the Company's combined voting power; or the stockholders approve a plan of complete liquidation or dissolution of the Company.

Mr. Standley's employment agreement provides that he will receive an additional payment to reimburse him for any excise taxes imposed pursuant to Section 4999 of the Code, together with reimbursement for any additional taxes incurred by reason of such payments. The employment agreements with Messrs. ~~Martindale,~~ Karst, ~~Montini, Vitrano~~Crawford, and Everett and Ms. ~~Castle~~Konrad provide that any portion of any payment that is subject to tax imposed by Section 4999 of the Code will be reduced to the extent

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necessary so that the Named Executive Officer would retain a greater amount on an after-tax basis than had the excise tax been imposed on the unreduced amount of the payments.

Under Rite Aid's Equity Program. Pursuant to the terms of the Company's equity program, unless otherwise provided in a Named Executive Officer's employment agreement or individual award agreement, if outstanding equity awards are assumed or substituted in connection with a change in control, the change in control will not cause the vesting of such awards to accelerate unless the change in control is followed by a qualifying termination of employment within the 24-month period following the change in control. All outstanding equity awards granted pursuant to the Company's equity program that are not assumed or substituted in connection with a change in control will become fully vested and exercisable, free of applicable restrictions, and all performance criteria will be deemed to have been achieved at target levels, upon the occurrence of the change in control.

For purposes of Rite Aid's equity program, a "change in control" means, in general: (i) a person or entity acquires securities of Rite Aid representing 50% or more of the combined voting power of Rite Aid; (ii) an unapproved change in the majority membership of the Board; (iii) consummation of a merger or consolidation of Rite Aid or any subsidiary of Rite Aid, other than a merger or consolidation that results in the Rite Aid voting securities continuing to represent at least 60% of the combined voting power of the surviving entity or its parent, or a merger or consolidation effected to implement a recapitalization or similar transaction involving Rite Aid in which no person or entity acquires at least 35% of the combined voting power of Rite Aid; or (iv) stockholder approval of a plan of complete liquidation or dissolution of Rite Aid or the consummation of an agreement for the sale or disposition of all or substantially all of Rite Aid's assets, other than a sale or disposition to an entity, at least 60% of the combined voting power of which is owned by Rite Aid stockholders in substantially the same proportions as their ownership of Rite Aid immediately prior to such sale. For more information regarding the equity program, refer to the Compensation Discussion and Analysis under the caption "Long-Term Incentive Program."

~~Under Rite Aid's Supplemental Retirement Plan.~~ The unvested account balance of the supplemental executive retirement plan in which the Named Executive Officers participate will vest upon a change in control of the Company as defined in the supplemental executive retirement plan, only if such Named Executive Officer is involuntarily terminated without cause within 12 months of the change in control. For more information regarding the supplemental executive retirement plan, refer to the Compensation Discussion and Analysis under the caption "Post-Retirement Benefits."

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Quantification of Payments Described. The termination and change in control payments that would have been made to the Named Executive Officers had their employment been terminated as of ~~February 27, 2016~~March 2, 2019 under the circumstances described in the tables below are quantified in the tables below.

John T. Standley
Death ($) Disability ($) Termination
Without Cause
or Quit for
Good Reason
($)(a) Termination Without
Cause or Quit for Good
Reason Following a
Change in Control
($)(a)
2 × Base Salary
N/A N/A 2,300,000 2,300,000
2 × Bonus
N/A N/A 4,600,000 4,600,000
Pro-Rated Incentive Bonus for Past Fiscal Year
4,705,038 4,705,038 4,705,038 4,705,038
Benefits
27,664 27,664 27,664 27,664
SERP Vesting
574,690 574,690 574,690 574,690
Vesting of Equity(1)
8,334,328 8,334,328 8,334,328 21,588,317 (2)
280G Gross Up
N/A N/A N/A —

~~(a)~~: As discussed above, in the event of a Company Nonrenewal, Mr. Standley's termination payments are as follows: (i) severance is equal to 1x base salary and bonus, plus a pro-rated incentive bonus; (ii) health benefits will continue for one year; (iii) the unvested account balance in his SERP will vest; and (iv) options will vest and become exercisable and the restrictions with respect to awards of restricted stock will lapse to the extent such restrictions would have lapsed had Mr. Standley remained employed for one year. If a Company Nonrenewal occurs within six months of a change in control, the severance formula is the same as termination by the Company without Cause or by Mr. Standley for Good Reason, as reflected in the table.

Kenneth A. Martindale
Death ($) Disability ($) Termination
Without Cause
or Quit for
Good Reason
($) Termination Without
Cause or Quit for Good
Reason Following a
Change in Control
($)
2 × Base Salary
N/A N/A 1,800,000 1,800,000
2 × Bonus
N/A N/A 2,700,000 2,700,000
Pro-Rated Incentive Bonus for Past Fiscal Year
2,555,424 2,555,424 2,555,424 2,555,424
Benefits
18,928 18,928 18,928 18,928
SERP Vesting
446,628 446,628 446,628 446,628
Vesting of Equity(1)
4,886,989 4,886,989 4,886,989 13,943,026 (2)


Darren W. Karst	Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
John T. Standley(1)										Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
2 × Base Salary		N/A		N/A		1,580,000		1,580,000			n/a		n/a		2,441,100		2,441,100
2 × Bonus		N/A		N/A		1,975,000		1,975,000			n/a		n/a		4,882,200		4,882,200
Pro-Rated Incentive Bonus for Past Fiscal Year		924,136		924,136		924,136		924,136			1,440,249		1,440,249		1,440,249		1,440,249
Benefits		19,916		19,916		19,916		19,916			29,850		29,850		29,850		29,850
SERP Vesting		212,214		212,214		212,214		212,214
Vesting of Equity(1)		2,001,261		2,001,261		2,001,261		3,886,455	(2)
Vesting of Equity(2)											3,960,011		3,960,011		3,960,011		7,987,600	(3)
280G Gross Up											n/a		n/a		n/a		—

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Enio Anthony Montini, Jr.	Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
Kermit Crawford(1)										Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
2 × Base Salary		N/A		N/A		920,000		920,000			n/a		n/a		2,000,000		2,000,000
2 × Bonus		N/A		N/A		N/A		N/A			n/a		n/a		3,500,000		3,500,000
Pro-Rated Incentive Bonus for Past Fiscal Year		N/A		N/A		N/A		N/A			1,032,500		1,032,500		1,032,500		1,032,500
Benefits		17,472		17,472		17,472		17,472			20,101		20,101		20,101		20,101
SERP Vesting		—		—		—		—
Vesting of Equity(1)		1,068,951		1,068,951		1,068,951		1,600,991	(2)
Vesting of Equity(2)											1,955,755		1,955,755		1,955,755		4,658,531	(3)
280G Gross Up											n/a		n/a		n/a		n/a


Dedra N. Castle	Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
Darren W. Karst(1)										Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
2 × Base Salary		N/A		N/A		850,000		850,000			n/a		n/a		1,701,500		1,701,500
2 × Bonus		N/A		N/A		N/A		N/A			n/a		n/a		2,126,875		2,126,875
Pro-Rated Incentive Bonus for Past Fiscal Year		N/A		N/A		N/A		N/A			627,428		627,428		627,428		627,428
Benefits		25,532		25,532		25,532		25,532			21,580		21,580		21,580		21,580
SERP Vesting		135,250		135,250		135,250		135,250
Vesting of Equity(1)		594,979		594,979		594,979		1,113,268	(2)
Vesting of Equity(2)											1,274,855		1,274,855		1,274,855		2,633,026	(3)
280G Gross Up											n/a		n/a		n/a		n/a


Frank G. Vitrano	Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
Bryan B. Everett										Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
2 × Base Salary		N/A		N/A		1,000,000		1,000,000			n/a		n/a		1,236,000		1,236,000
2 × Bonus		N/A		N/A		750,000		750,000			n/a		n/a		1,236,000		1,236,000
Pro-Rated Incentive Bonus for Past Fiscal Year		1,971,365		1,971,365		1,971,365		1,971,365			364,620		364,620		364,620		364,620
Benefits		27,092		27,092		27,092		27,092			28,575		28,575		28,575		28,575
SERP Vesting		—		—		—		—
Vesting of Equity(1)		3,401,800		3,401,800		3,401,800		5,116,771	(2)
Vesting of Equity(2)											878,434		878,434		878,434		1,642,649	(3)
280G Gross Up											n/a		n/a		n/a		n/a


Robert K. Thompson	Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
Jocelyn Z. Konrad										Death ($)		Disability ($)		Termination Without Cause or Quit for Good Reason ($)		Termination Without Cause or Quit for Good Reason Following a Change in Control ($)
2 × Base Salary		N/A		N/A		N/A		N/A			n/a		n/a		922,500		922,500
2 × Bonus		N/A		N/A		N/A		N/A			n/a		n/a		n/a		n/a
Pro-Rated Incentive Bonus for Past Fiscal Year		N/A		N/A		N/A		N/A			204,103		204,103		204,103		204,103
Benefits		N/A		N/A		N/A		N/A			28,055		28,055		28,055		28,055
SERP Vesting		N/A		N/A		N/A		248,546
Vesting of Equity(1)		N/A		N/A		N/A		2,152,740	(2)
Vesting of Equity(2)											432,312		432,312		432,312		881,663	(3)
280G Gross Up											n/a		n/a		n/a		n/a

(1): Pursuant to the Company's restructuring initiative implemented in March of 2019, Messrs. Standley, Crawford, and Karst have entered into separation agreements which will govern termination payments, subject to the execution of a general release of claims in favor of the

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Company. Amounts payable to Messrs. Standley and Karst in connection with their separations will be governed by their respective employment agreements under the terms described above under the caption "Circumstances Resulting in Severance." The separation agreement with Mr. Crawford provides for a separation payment equal to $5,000,000 payable in equal installments over a 24-month period subject to the execution of a general release of claims in favor of the Company. Mr. Crawford was also relieved of his obligation to repay $520,073 to the Company, which represents the repayment obligation with respect to the cash-based inducement award paid to Mr. Crawford upon his hire.

(2): Includes the value of equity awards and performance awards held by the officer that would become vested under the applicable circumstances. The value of stock options shown is based on the excess of ~~$7.96,~~$0.73, the closing price of a share of Rite Aid common stock on the last trading day

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before ~~February 27, 2016,~~March 2, 2019, over the exercise price of such options, multiplied by the number of unvested stock options held by the officer that would become vested under the applicable circumstances. The value of restricted stock and performance awards that are settled in stock shown is determined by multiplying ~~$7.96,~~$0.73, the closing price of a share of Rite Aid common stock on the last trading day before ~~February 27, 2016~~March 2, 2019 and the number of shares of restricted stock and the number of performance awards that are settled in stock held by the officer that would become vested under the applicable circumstances.

~~(2)~~(3): The value would also apply upon a change in control under the assumption that outstanding equity awards are not assumed or substituted in the change in control transaction, resulting in full vesting upon the change in control, as described above in the "Potential Payments Upon Termination or Change in Control—Change in Control Arrangements" narrative.

PAY RATIO DISCLOSURE

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship of the annual total compensation of our employees other than our Chief Executive Officer (our "CEO") and the annual total compensation of our CEO. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Of our total employee base of 53,594 associates employed as of March 2, 2019 (i.e., the last day of the 2019 fiscal year, consistent with our use of March 3, 2018, the last day of the 2018 fiscal year, with respect to our 2018 pay ratio disclosure), we determined that the 2019 annual total compensation of the median employee, other than our CEO, was $31,025 and our CEO's 2019 annual total compensation was $7,880,751. The ratio of these amounts is 254:1.

To identify the median employee among our associates other than the CEO, we used wages taxable for federal medical health insurance purposes for the period from March 4, 2018 through March 2, 2019, with such amounts annualized for those permanent employees who were hired during the year. After identifying the median employee (who is a full-time Picker at our Liverpool, New York Distribution Center), we calculated annual total compensation for such employee using the same methodology we use to determine Mr. Standley's annual total compensation in the Summary Compensation Table for fiscal year 2019. Previously, in order to calculate annual total compensation of the median employee in our 2018 disclosure, we also took into account the compensation provided under non-discriminatory health and welfare plans by including actual contributions to a union-sponsored health fund for the median employee, and, as required by SEC rules, for Mr. Standley, we took into account the actuarial value of the health and welfare benefits for salaried employees that are self-insured by the Company. For this year's disclosure, we chose the simplest permitted method of calculating annual total compensation, using the rules for completing the Summary Compensation

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Table, because the union-sponsored health fund was not applicable to the median employee for fiscal year 2019.

The SEC rules for identifying the median employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

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AUDIT COMMITTEE REPORT

The Board of Directors has adopted a written charter of the Audit Committee which further describes the role of the Audit Committee. The Audit Committee, among other things, appoints and engages our independent registered public accounting firm and oversees our financial reporting and internal control over financial reporting processes on behalf of the Board. Management has the primary responsibility for our financial statements, our accounting principles and our internal control over financial reporting. Our independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States. Our independent registered public accounting firm also is responsible for expressing an opinion on the effectiveness of our internal control over financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee met ~~eight~~nine times during fiscal year ~~2016.~~2019.

During those meetings, the Audit Committee:

•: Met with our internal auditors and independent registered public accounting firm, with and without management present, to discuss the overall scope and plans for their respective audits, the results of their examinations, their evaluations of our internal control over financial reporting, and the overall quality of our financial reporting.
•: Reviewed and discussed with management and our independent registered public accounting firm, for their respective purposes, the audited financial statements included in our Annual Report on Form 10-K for fiscal year ~~2016.~~2019. The discussions included the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements and the Annual Report on Form 10-K for fiscal year ~~2016.~~2019.
•: Reviewed the unaudited interim financial statements and Forms 10-Q prepared each quarter by the Company.
•: Received management representations that the Company's financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.
•: Reviewed and updated the Audit Committee charter.
•: Reviewed and discussed with our independent registered public accounting firm those matters required to be communicated by the standards of the Public Company Accounting Oversight Board ("PCAOB"), as well as critical accounting policies and practices, alternative accounting treatments, and other material written communications between management and our independent registered public accounting firm, as required by Rule 2-07 of Regulation S-X under the Securities Exchange Act of 1934, as amended.
•: Discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing ~~Standard~~Standards No. ~~16,~~1301,Communications with Audit Committees, ~~issued~~as adopted by the PCAOB.
•: Discussed with our independent registered public accounting firm matters relating to their independence and received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence. The Audit Committee has considered whether the level of non-audit related services provided by our independent registered public accounting firm is consistent with maintaining their independence.

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•: Pre-approved ~~all~~ audit, other audit-related, and tax services performed by our independent registered public accounting firm.

In addition to pre-approving the audit and other audit-related and tax services performed by our independent registered public accounting firm, the Audit Committee requests fee estimates associated with each proposed service. Providing a fee estimate for a service incorporates appropriate oversight and control of the independent registered public accounting firm relationship. On a quarterly basis, the Audit Committee reviews the status of services and fees incurred year-to-date against pre-approved services and fee estimates.

As outlined in the table below, we incurred the following fees, including expenses billed to the Company for the fiscal years ended ~~February 27, 2016~~March 2, 2019 and ~~February 28, 2015~~March 3, 2018 by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates.

	Year Ended				Year Ended

Description of Fees	Feb. 27, 2016		Feb. 28, 2015		March 2, 2019		March 3, 2018
	(Amounts in millions)				(Amounts in millions)
Audit Fees, including audit of annual financial statements and reviews of interim financial statements, registration statement filings and comfort letters related to various refinancing activities	$	3.2	$	2.3
Audit Fees, including audit of annual financial statements and reviews of interim financial statements, registration statement filings, and comfort letters related to various refinancing activities					$	2.4	$	3.4
Audit-Related Fees, acquisition-related due diligence procedures and audits of employee benefit plans' financial statements	$	0.2	$	0.9	$	0.2	$	1.0
Tax Fees, tax compliance advice and planning	$	0.1	$	0.1	$	0.0	$	0.1
All Other Fees	$	0.0	$	0.0	$	0.0	$	0.0
Total	$	3.5	$	3.3	$	2.6	$	4.5

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended ~~February 27, 2016~~March 2, 2019 for filing with the SEC.

~~David R. Jessick,~~Louis P. Miramontes, Chair
~~Kevin E. Lofton~~
~~Michael N. Regan~~Arun Nayar*

*: Ms. Busy Burr joined the Audit Committee and the Board on April 10, 2019, but did not participate in the review or recommendation of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 2, 2019.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of ~~February 27, 2016,~~March 2, 2019, with respect to the compensation plans under which our common stock may be ~~issued:~~issued. As previously announced, we implemented a reverse stock split of our common stock at a reverse stock split ratio of 1-for-20. Our common stock began trading on a split-adjusted basis on the NYSE at the market open on April 22, 2019. Accordingly, all share amounts presented reflect the reverse stock split.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

	(a)		(b)		(c)		(a)		(b)		(c)
Equity compensation plans approved by stockholders		49,638,588	$	2.73		61,445,788		1,035,886	$	50.13		1,343,329
Equity compensation plans not approved by stockholders(1)		—		—		—		—		—		—
Total(2)		49,638,588	$	2.73		61,445,788		1,035,886	$	50.13		1,343,329

(1): These plans include the Company's 1999 Plan, under which ~~10,000,000~~500,000 shares of common stock are authorized for the grant of stock options at the discretion of the Compensation Committee, and the 2001 Plan, under which ~~20,000,000~~1,000,000 shares of common stock are authorized for the grant of stock options, also at the discretion of the Compensation Committee. Both plans provide for the Compensation Committee to determine both when and in what manner options may be exercised; however, option terms may not extend for more than 10 years from the applicable date of grant. The plans provide that stock options may only be granted with exercise prices that are not less than the fair market value of a share of common stock on the date of grant. No securities remain available for future issuance under either the 1999 Plan or the 2001 Plan.
(2): On a fully diluted basis, which reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, the number of shares outstanding was ~~1,047,753,704.~~

54,016,056.
~~(3)~~

Of the ~~61,445,788~~1,343,329 shares remaining, there are ~~42,376,406~~926,434 shares available for the grant of awards other than stock options or stock appreciation rights.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Rite Aid's executive officers, directors, and persons who own more than 10% of Rite Aid common stock to file reports of ownership and changes in ownership with the SEC and the NYSE. Such persons are required by SEC regulations to furnish Rite Aid with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to Rite Aid, we have determined that during fiscal year ~~2016,~~2019, no persons subject to Section 16(a) reporting submitted late filings.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of ~~April 26, 2016~~May 31, 2019 (except as otherwise noted), certain information concerning the beneficial ownership of (a) each director and nominee for director, (b) each of our "Named Executive Officers" (as such term is defined in Item 402(a)(3) of Regulation S-K under the Exchange Act), (c) each holder known to us to beneficially own more than 5% of our common stock and (d) all directors and executive officers as a group (based on ~~1,048,650,575~~53,855,716 shares of common stock outstanding as of ~~April 26, 2016)~~May 31, 2019). Each of the persons named below has sole voting power and sole investment power with respect to the shares set forth opposite his or her name, except as otherwise noted.

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Beneficial Owners
Number of
Common Shares
Beneficially Owned(1) Percentage
of Class
Named Executive Officers, Directors and Nominee for Director:

Joseph B. Anderson, Jr.
369,454 (2) *
Bruce G. Bodaken
58,663 (3) *
Dedra N. Castle
143,602 (4)
David R. Jessick
279,454 (5) *
Darren W. Karst
662,836 (6) *
Kevin E. Lofton
40,482 (7) *
Kenneth A. Martindale
5,641,420 (8) *
Enio Anthony Montini, Jr.
529,326 (9)
Myrtle S. Potter
38,596 (10) *
Michael N. Regan
369,454 (11) *
Frank A. Savage
— —
John T. Standley
14,507,318 (12) 1.38 %
Marcy Syms
369,454 (13) *
Robert K. Thompson
437,661 (14) *
Frank G. Vitrano
2,900,173 (15) *
All Executive Officers and Directors (17 persons)
24,415,446 2.33 %
5% Stockholders:

The Vanguard Group
70,299,320 (16) 6.71 %
100 Vanguard Blvd.

Malvern, PA 19355

T. Rowe Price Associates, Inc.
54,669,902 (17) 5.20 %
100 E. Pratt Street

Baltimore, MD 21202

Beneficial Owners

Named Executive Officers and Directors:
Bruce G. Bodaken	14,255	(2)	*
Busy Burr	0		*
Kermit Crawford	24,056	(3)	*
Bryan B. Everett	56,088	(4)	*
Darren W. Karst	73,372	(5)	*
Robert E. Knowling, Jr.	7,792	(6)	*
Jocelyn Z. Konrad	28,124	(7)	*
Kevin E. Lofton	13,495	(8)	*
Louis P. Miramontes	7,792	(9)	*
Arun Nayar	7,792	(10)	*
Katherine Quinn	0		*
John T. Standley	930,768	(11)	1.73	%
Marcy Syms	27,555	(12)	*
All Executive Officers and Directors (14 persons)	1,133,801	(13)	2.11	%
5% Stockholders:
BlackRock, Inc.	3,772,186	(14)	7.00	%
55 East 52nd Street
New York, NY 10055
The Vanguard Group	3,434,229	(15)	6.38	%
100 Vanguard Blvd.
Malvern, PA 19355

*: Percentage less than 1% of class.
(1): Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act, thereby including options exercisable aswithin 60 days of ~~June 25, 2016.~~May 31, 2019.
(2): This amount ~~includes 50,000 shares which may be acquired within 60 days by exercising stock options and 279,454~~represents 9,354 restricted stock units that have vested or will vest before ~~June 25, 2016 at which time said units will be payable in shares of common stock when Mr. Anderson leaves the Board.~~
~~(3)~~: ~~This amount represents 28,125 restricted stock units that will vest before June 25, 2016~~July 30, 2019 at which time said units will be payable in shares of common stock when Mr. Bodaken leaves the Board.
(3): This amount includes 12,500 shares which may be acquired within 60 days by exercising stock options.
(4): This amount includes ~~53,375~~2,505 shares which may be acquired within 60 days by exercising stock options.
(5): This amount includes ~~279,454~~18,210 shares which may be acquired within 60 days by exercising stock options.

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(6): This amount represents 7,792 restricted stock units that have vested or will vest before ~~June 25, 2016~~July 30, 2019 at which time said units will be payable in shares of common stock when Mr. ~~Jessick~~Knowling leaves the Board.
~~(6)~~(7): This amount includes ~~364,200~~5,085 shares which may be acquired within 60 days by exercising stock options.
~~(7)~~(8): This amount represents ~~9,944~~8,344 restricted stock units that will vest before ~~June 25, 2016~~July 30, 2019 at which time said units will be payable in shares of common stock when Mr. Lofton leaves the Board.

~~Table~~

(9)

This amount represents 7,792 restricted stock units that have vested or will vest before July 30, 2019 at which time said units will be payable in shares of ~~Contents~~

common stock when Mr. Miramontes leaves the Board.

~~(8)~~(10)

This amount represents 7,792 restricted stock units that have vested or will vest before July 30, 2019 at which time said units will be payable in shares of common stock when Mr. Nayar leaves the Board.

(11)

This amount includes ~~4,447,761~~587,518 shares which may be acquired within 60 days by exercising stock options.

~~(9)~~(12)

This amount includes ~~262,725 shares which may be acquired within 60 days by exercising stock options.~~

~~(10)~~

~~This amount represents 8,058~~25,892 restricted stock units that have vested or will vest before ~~June 25, 2016~~July 30, 2019 at which time said units will be payable in shares of common stock when Ms. ~~Potter~~Syms leaves the Board.

~~(11)~~(13)

This amount includes ~~50,000~~600,199 shares which may be acquired within 60sixty (60) days by exercising stock options by all directors and ~~279,454~~executive officers and 66,966 restricted stock units that have vested ~~or will vest before June 25, 2016 at which time said units~~and will be payable in shares of common stock when ~~Mr. Regan leaves~~ the ~~Board.~~

~~(12)~~

~~This amount includes 12,061,485 shares which may be acquired within 60 days by exercising stock options.~~

~~(13)~~

This amount includes 50,000 shares which may be acquired within 60 days by exercising stock options and 279,454 restricted stock units that have vested or will vest before June 25, 2016 at which time said units will be payable in sharesdirectors leave the Rite Aid board of ~~common stock when Marcy Syms leaves the Board.~~directors.

(14)

~~This amount includes 282,600 shares which may be acquired within 60 days by exercising stock options.~~

~~(15)~~

~~This amount includes 1,942,855 shares which may be acquired within 60 days by exercising stock options.~~

~~(17)~~

This information is as of December 31, ~~2015~~2018 and based solely on a Schedule 13G filed by BlackRock, Inc. with the SEC on February 8, 2019 and adjusted to reflect the reverse stock split that occurred in April 2019.

(15)

This information is as of December 31, 2018 and based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February ~~10, 2016.~~

~~(18)~~

~~This information is as of December 31, 2015~~12, 2019 and ~~based solely on a Schedule 13G/A filed by T. Rowe Price Associates, Inc. with~~adjusted to reflect the ~~SEC on February 10, 2016.~~reverse stock split that occurred in April 2019.

~~CHANGES IN CONTROL~~

On October 27, 2015, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Walgreens Boots Alliance, Inc., a Delaware corporation ("Walgreens Boots Alliance" or "WBA"), and Victoria Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of WBA ("Victoria Merger Sub"). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Victoria Merger Sub will merge with and into Rite Aid (the "Merger"), with Rite Aid surviving the Merger as a 100% owned direct subsidiary of WBA. Completion of the Merger is subject to various closing conditions, including but not limited to (i) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law or order prohibiting the Merger, and (iii) the absence of a material adverse effect on us, as defined in the Merger Agreement. Our stockholders approved the merger at a special meeting of stockholders held on February 4, 2016.

Under the terms of the Merger Agreement, at the effective time of the Merger, each share of our common stock, par value $1.00 per share, issued and outstanding immediately prior to the effective time (other than shares owned by (i) WBA, Victoria Merger Sub or Rite Aid (which will be cancelled), (ii) stockholders who have properly exercised and perfected appraisal rights under Delaware law, or (iii) any direct or indirect wholly owned subsidiary of Rite Aid or WBA (which will be converted into shares of common stock of the surviving corporation)) will be converted into the right to receive $9.00 per share in cash, without interest.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Person Transactions

We have adopted a written policy concerning the review, approval, or ratification of transactions with related persons. The Nominating and Governance Committee is responsible for review, approval, or ratification of "related person transactions" between the Company or its subsidiaries and related persons. Under SEC rules, a related person is, or any time since the beginning of the last fiscal year was, a director, an executive officer, a nominee for director, a more than 5% stockholder of the Company, or an immediate family member (as defined under applicable SEC rules) of any of the foregoing. A related person transaction is any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person had, has or will have a direct or indirect material interest.

Directors, executive officers, and nominees must complete an annual questionnaire and disclose all potential related person transactions involving themselves and their immediate family members that are known to them. Throughout the year, directors and executive officers must notify the Corporate Secretary and Chief Accounting Officer of any potential related person transactions as soon as they

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become aware of any such transaction. The Corporate Secretary and Chief Accounting Officer inform the Nominating and Governance Committee of any related person transaction of which they are aware. The Corporate Secretary and Chief Accounting Officer are responsible for conducting a preliminary analysis and review of potential related person transactions and presentation to the Nominating and Governance Committee for review, including provision of additional information to enable proper consideration by the Nominating and Governance Committee. If the Corporate Secretary and Chief Accounting Officer determine that the proposed transaction shall be submitted to the Nominating and Governance Committee for consideration at the next committee meeting or, in those instances in which the Corporate Secretary and Chief Accounting Officer, in consultation with the Chief Executive Officer or Chief Financial Officer, determine that it is not practicable or desirable for the Company to wait until the next committee meeting, to the Chair of the Nominating and Governance Committee (who will possess delegated authority to act between committee meetings). As necessary, the Nominating and Governance Committee shall review approved related person transactions on a periodic basis throughout the duration of the transaction to ensure that the transactions remain in the best interests of the Company. The Nominating and Governance Committee may, in its discretion, engage outside counsel to review certain related person transactions. In addition, the Nominating and Governance Committee may request that the full Board of Directors consider the approval or ratification of related person transactions if the Nominating and Governance Committee deems it advisable. A copy of our full policy concerning transactions with related persons is available on the Governance section of our website atwww.riteaid.com under the headings "Corporate Info—Governance—Related Person Transactions."

Related Person Transactions

Matthew Schroeder's brother is a partner in the law firm of Littler Mendelson P.C. The Company paid the law firm approximately $1.5 million in fiscal year 2019 for employment and labor legal services. These legal services are provided to Rite Aid on an arm's length basis. Mr. Schroeder has never had any role or involvement in the supervision of these services provided to Rite Aid or in any decisions regarding the retention of Littler Mendelson. The Company's relationship with Littler Mendelson pre-dates Mr. Schroeder becoming an executive officer of Rite Aid. The Nominating and Governance Committee has reviewed the Company's ongoing relationship with Littler Mendelson to ensure that it remains in the best interests of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee currently consists of ~~Marcy Syms~~Robert E. Knowling (Chair), Louis P. Miramontes, and Katherine Quinn. Bruce G. Bodaken, ~~and~~ Michael N. ~~Regan.~~Regan, and Marcy Syms also served on the Compensation Committee during fiscal year 2019. During fiscal year ~~2016,~~2019, no member of the Compensation Committee was an employee, or former employee, or executive officer of the Company.

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STOCKHOLDER PROPOSALS FOR
THE ~~2017~~2020 ANNUAL MEETING OF STOCKHOLDERS

Any stockholder desiring to present a proposal for inclusion in Rite Aid's proxy statement for the ~~2017~~2020 Annual Meeting of Stockholders must deliver the proposal to the Secretary at the address below not later than ~~January 13, 2017.~~February 8, 2020. However, if the date of our 2020 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year's meeting, then Rite Aid will disclose the new deadline in a document filed with the SEC. Only those proposals that comply with the requirements of Rule 14a-8 under the Exchange Act will be included in Rite Aid's proxy statement for the ~~2017~~2020 Annual Meeting. In order for proposals of stockholders made outside of Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the Secretary at the address below by ~~March 24, 2017.~~April 18, 2020 (subject to the discussion below).

Stockholders may present proposals that are proper subjects for consideration at an annual meeting, even if the proposal is not submitted by the deadline for inclusion in the proxy statement. To

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do so, the stockholder must comply with the procedures specified in Rite Aid's By-Laws. The By-Laws, which are available upon request from the Secretary, require all stockholders who intend to make proposals at an annual meeting of stockholders to submit their proposals to the Secretary not fewer than 90 and not more than 120 days before the anniversary date of the previous year's annual meeting of stockholders. The By-Laws also provide that nominations for director may only be made by the Board of Directors (or an authorized Board committee) or, unless made under the proxy access provisions of the By-Laws described below, by a stockholder of record entitled to vote who sends notice to the Secretary not fewer than 90 nor more than 120 days before the anniversary date of the previous year's annual meeting of stockholders. Any such nomination by a stockholder must comply with the procedures specified in Rite Aid's By-Laws. To be eligible for consideration at the ~~2017~~2020 Annual Meeting, proposals which have not been submitted by the deadline for inclusion in the proxy statement and any nominations for director other than those under the proxy access provisions of the By-Laws must be received by the Secretary between ~~February 22, 2017~~March 19, 2020 and ~~March 24, 2017.~~April 18, 2020. This advance notice period is intended to allow all stockholders an opportunity to consider all business and nominees expected to be considered at the meeting. However, if the Company holds its annual meeting on a date that is not within 25 days before or after the anniversary date of the previous year's annual meeting of stockholders, the Company must receive the notice no later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs.

In addition, Rite Aid's By-Laws provide that, under certain circumstances, a stockholder or group of stockholders may include director candidates that they have nominated in our annual meeting proxy materials. The proxy access provisions of the By-Laws provide, among other things, that a stockholder or group of up to 20 stockholders seeking to include director candidates in our annual meeting proxy materials must own 3% or more of Rite Aid's outstanding common stock continuously for at least the previous three years. The number of stockholder-nominated candidates appearing in any annual meeting proxy statement cannot exceed 20% of the number of directors then serving on the Board. If the 20% calculation does not result in a whole number, the maximum number of stockholder nominees included in our proxy statement would be the closest whole number below 20%. If the number of stockholder-nominated candidates exceeds 20%, each nominating stockholder or group of stockholders may select one nominee for inclusion in our proxy materials until the maximum number is reached. The order of selection would be determined by the amount (largest to smallest) of shares of Rite Aid common stock held by each nominating stockholder or group of stockholders. The nominating stockholder or group of stockholders also must deliver the information required by Rite Aid's By-Laws and comply with the procedures specified therein, and each nominee must meet the qualifications required by the By-Laws. Requests to include stockholder-nominated candidates in our proxy materials

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for the ~~2017~~2020 Annual Meeting must be received by the Secretary no earlier than ~~December 14, 2016~~January 9, 2020 and no later than ~~January 13, 2017.~~February 8, 2020. However, if the Company holds its annual meeting on a date that is more than 30 days before or more than 60 days after the anniversary date of the previous year's annual meeting of stockholders, the Company must receive the request not more than 165 days prior to the date of the annual meeting and not later than the close of business on the later of (x) the 135th day prior to the date of the annual meeting or (y) the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first.

All submissions to the Secretary should be made to:

Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: James J. Comitale, Secretary

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INCORPORATION BY REFERENCE

In accordance with SEC rules, notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act, that might incorporate this proxy statement or future filings made by Rite Aid under those statutes, the information included under the caption "Compensation Committee Report" and those portions of the information included under the caption "Audit Committee Report" required by the SEC's rules to be included therein, shall not be deemed to be "soliciting material" or "filed" with the SEC and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by Rite Aid under those statutes, except to the extent we specifically incorporate these items by reference.

OTHER MATTERS

The Board of Directors knows of no other matters that have been submitted for consideration at the Annual Meeting other than those referred to in this proxy statement. If any other matters come before stockholders at the Annual Meeting, the proxy holders intend to vote the shares they represent in accordance with their best judgment.

IMPORTANT NOTICE REGARDING DELIVERY
OF STOCKHOLDER DOCUMENTS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy proxy material delivery requirements with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy ~~statement~~materials addressed to those stockholders. This process, which is referred to as "householding," potentially provides extra convenience for stockholders and reduces printing and postage costs for companies.

Rite Aid and some brokers utilize the householding process for proxy materials. In accordance with a notice sent to certain stockholders who share a single address, only one copy of ~~this~~the proxy ~~statement~~materials is being sent to that address, unless we received contrary instructions from any stockholder at that address. ~~Stockholders who participate in householding will continue to receive separate proxy cards.~~ Householding will continue until you are notified otherwise or until one or more stockholders at your address revokes consent. If you revoke consent, you will be removed from the householding program within 30 days of receipt of the revocation. If you hold your Rite Aid stock in "street name," additional information regarding householding of proxy materials should be forwarded to you by your broker.

However, if you wish to receive a separate copy of this copy of the proxy ~~statement,~~materials, we will promptly deliver one to you upon request. You can notify us by sending a written request to Rite Aid

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Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: James J. Comitale, Secretary, or by calling the Secretary at (717) 761-2633. In addition, if you would like to receive separate proxy statements and annual reports of Rite Aid in the future, or if you are receiving multiple copies of annual reports and proxy statements at an address shared with another stockholder and would like to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares.

ANNUAL REPORT

A copy of Rite Aid's Annual Report on Form 10-K for fiscal year ~~2016~~2019 is being mailed together with this proxy statement to all stockholders entitled to notice of and to vote at the Annual Meeting.A copy of our Annual Report, including the financial statements included therein, is also available without charge by visiting the Company's website or upon written request to Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: James J. Comitale, Secretary.

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APPENDIX A

ADJUSTED EBITDA, ADJUSTED NET INCOME (LOSS), ADJUSTED NET INCOME (LOSS) PER DILUTED SHARE AND OTHER NON-GAAP MEASURES

~~FINANCIAL MEASURES~~

We use certain non-GAAP measures, such as "Adjusted ~~EBITDA,"~~EBITDA", in assessing our operating performance. We believe the non-GAAP ~~metrics~~measures serve as an appropriate measure in evaluating the performance of our business. We define Adjusted EBITDA as net income (loss) excluding the impact of income taxes, ~~(and any corresponding adjustments to tax indemnification asset),~~ interest expense, depreciation and amortization, LIFO adjustments (which removes the entire impact of LIFO, and effectively reflects the results as if we were on a FIFO inventory basis), charges or credits for facility closing and impairment, goodwill and intangible asset impairment charges, inventory write-downs related to store closings, loss on debt retirements, the WBA merger termination fee, and other items (including stock-based compensation expense, merger and acquisition-related costs, a non-recurring litigation settlement (as further discussed below), severance and costs related to facility closures and gain or loss on sale of ~~assets and investments, and revenue deferrals related to our customer loyalty program)~~assets). We reference this particular non-GAAP financial measure frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical periods and external comparisons to competitors. In addition, incentive compensation is primarily based on Adjusted EBITDA and we base certain of our forward-looking estimates on Adjusted EBITDA to facilitate quantification of planned business activities and enhance subsequent follow-up with comparisons of actual to planned Adjusted EBITDA.

The following is a reconciliation of our net (loss) income to Adjusted EBITDA for fiscal ~~2016, 2015~~years 2019, 2018, and ~~2014:~~

2017:

March 2,
2019
(52 weeks) March 3,
2018
(52 weeks)(a) March 4,
2017
(53 weeks)(a)

(Dollars in thousands)

Net (loss) income—continuing operations
$ (666,954 ) $ (349,532 ) $ 4,080
Interest expense
227,728 202,768 200,065
Income tax expense
77,477 305,987 44,438
Depreciation and amortization
357,882 386,057 407,366
LIFO charge (credit)
23,354 (28,827 ) (3,721 )
Lease termination and impairment charges
107,994 58,765 45,778
Goodwill and intangible asset impairment charges
375,190 261,727 —
Loss on debt retirements, net
554 — —
Merger and Acquisition-related costs
37,821 24,283 14,066
Stock-based compensation expense
12,115 25,793 23,482
Restructuring-related costs
4,704 — —
Inventory write-downs related to store closings
13,487 7,586 5,925
Litigation settlement
18,000 — —
Gain on sale of assets, net
(38,012 ) (25,872 ) (6,649 )
Walgreens Boots Alliance merger termination fee
— (325,000 ) —
Other
12,104 16,119 13,058

Adjusted EBITDA—continuing operations
$ 563,444 $ 559,854 $ 747,888

February 27,
2016
(52 weeks) February 28,
2015
(52 weeks) March 1,
2014
(52 weeks)
Net income
$ 165,465 $ 2,109,173 $ 249,414
Interest expense
449,574 397,612 424,591
Income tax expense
139,297 158,951 161,883
Income tax valuation allowance reduction
(26,358 ) (1,841,304 ) (161,079 )
Depreciation and amortization expense
509,212 416,628 403,741
LIFO charge (credit)
11,163 (18,857 ) 104,142
Lease termination and impairment charges
48,423 41,945 41,304
Loss on debt retirements, net
33,205 18,512 62,443
Other
72,281 40,183 38,520

Adjusted EBITDA
$ 1,402,262 $ 1,322,843 $ 1,324,959

(a)
During fiscal year 2019, we revised our definition of Adjusted EBITDA to no longer exclude the impact of revenue deferrals related to our customer loyalty program and further revised our disclosure by presenting certain amounts previously included within

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Other as separate reconciling items. Consequently, we revised Adjusted EBITDA for fiscal years 2018 and 2017 to conform with the revised definition and present separate reconciling items previously included with Other.
The following is a reconciliation of our net income (loss) from continuing operations to Adjusted Net (Loss) Income and Adjusted Net (Loss) Income per Diluted Share for fiscal ~~2016, 2015~~years 2019, 2018, and ~~2014.~~2017. Adjusted Net Income (Loss) is defined as net income (loss) excluding the impact of amortization ~~of EnvisionRx intangible assets,~~expense, merger and acquisition-related costs, a non-recurring litigation settlement (as further discussed below), loss on debt retirements, LIFO adjustments (which removes the entire impact of LIFO, and ~~LIFO adjustments.~~effectively reflects the results as if we were on a FIFO inventory basis), goodwill and intangible asset impairment charges, and the WBA merger termination fee. We calculate Adjusted Net Income (Loss) per Diluted Share using our above-referenced definition of Adjusted Net Income (Loss). We believe Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share ~~serve as appropriate measures to be used in evaluating the performance~~are useful indicators of ~~our business and help our investors better compare~~ our operating performance over multiple periods. Adjusted Net Income (Loss) per Diluted Share is calculated using our above-referenced definition of Adjusted Net ~~Income:~~Income (Loss):

February 27,
2016
(52 weeks) February 28,
2015
(52 weeks) March 1,
2014
(52 weeks) March 2,
2019
(52 weeks) March 3,
2018
(52 weeks)(b) March 4,
2017
(53 weeks)(b)
Net income
$ 165,465 $ 2,109,173 $ 249,414
Add back—Income tax expense (benefit)
112,939 (1,682,353 ) 804

(Dollars in thousands)

Net (loss) income from continuing operations
$ (666,954 ) $ (349,532 ) $ 4,080
Add back—Income tax expense
77,477 305,987 44,438

Income before income taxes
278,404 426,820 250,218
(Loss) income before income taxes—continuing operations
(589,477 ) (43,545 ) 48,518
Adjustments:

Amortization of EnvisionRx intangible assets
55,527 — —
Amortization expense
125,640 147,739 165,579
LIFO charge (credit)
11,163 (18,857 ) 104,142 23,354 (28,827 ) (3,721 )
Goodwill and intangible asset impairment charges
375,190 261,727 —
Loss on debt retirements, net
33,205 18,512 62,443 554 — —
Acquisition-related costs
27,482 8,309 —
Merger and Acquisition-related costs
37,821 24,283 14,066
Restructuring-related costs
4,704 — —
Litigation settlement
18,000 — —
Walgreens Boots Alliance merger termination fee
— (325,000 ) —

Adjusted income before income taxes
405,781 434,784 416,803
Adjusted income tax expense(a)
164,747 161,740 269,672
Adjusted (loss) income before income taxes—continuing operations
(4,214 ) 36,377 224,442
Adjusted income tax (benefit) expense(a)
(1,163 ) 13,937 90,710

Adjusted net income
$ 241,034 $ 273,044 $ 147,131
Adjusted net (loss) income from continuing operations
(3,051 ) $ 22,440 $ 133,732

Adjusted net income per diluted share
$ 0.23 $ 0.27 $ 0.12
Net (loss) income per diluted share—continuing operations
$ (12.62 ) $ (6.66 ) $ 0.08
Adjusted net (loss) income per diluted share—continuing operations
$ (0.06 ) $ 0.42 $ 2.52

(a): The ~~estimated annualized~~fiscal year 2019, 2018, and 2017 annual effective tax rates, calculated using a federal rate plus a net state rate that excluded the impact of state NOL's, state credits and valuation allowance, are used for the fifty-two weeks ended ~~February 28, 2015 is adjusted~~March 2, 2019, the fifty-two weeks ended March 3, 2018, and the fifty-three weeks ended March 4, 2017, respectively.
(b): During fiscal year 2019, we revised our definition of Adjusted Net Loss and Adjusted Net Loss per Diluted Share to exclude the impact of all amortization expense rather than only the impact of amortization expense related to the EnvisionRx intangible assets. Consequently, we have updated the Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share for ~~the income tax valuation allowance reduction~~fiscal years 2018 and 2017 to be reflective of ~~$1.841 billion.~~our modified definition.

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        We have in the past and may in the future be involved in litigation, claims, and proceedings that result in legal settlements or similar payments. We have historically not made adjustments for amounts related to these matters when calculating Adjusted EBITDA and Adjusted Net Income (Loss). Given the nature of a material legal settlement incurred in the second quarter of fiscal year 2019, for comparability purposes we have added the amount of this settlement back to net income when calculating Adjusted EBITDA and Adjusted Net Income (Loss) for the fifty-two week period ended March 2, 2019 to help investors better compare our operating performance over multiple periods. For additional information regarding the settlement see Note 21 to our financial statements contained in the Company's Annual Report on Form 10-K as filed with the SEC on April 25, 2019.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
        This proxy statement, as well as our other public filings or public statements, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," and similar expressions and include references to assumptions and relate to our future prospects, developments, and business strategies.
        Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
•
our high level of indebtedness and our ability to make interest and principal payments on our debt and satisfy the other covenants contained in our credit facilities and other debt agreements;

•
the ongoing impact of private and public third party payors' continued reduction in prescription drug reimbursement rates and their efforts to limit access to payor networks, including through mail order;

•
our ability to achieve the benefits of our efforts to reduce the costs of our generic and other drugs, and our ability to achieve and sustain drug pricing efficiencies;

•
the risk that changes in federal or state laws or regulations, including the Health Care Education Affordability Reconciliation Act, the repeal of all or part of the Patient Protection and the Affordable Care Act (or "ACA") and any regulations enacted thereunder may occur;

•
the impact of the loss of one or more major third party payor contracts;

•
the inability to complete the sale of remaining distribution centers to Walgreens Boots Alliance, Inc. ("WBA") due to the failure to satisfy the minimal remaining conditions applicable only to the distribution centers being transferred at such distribution center closing;

•
the impact on our business, operating results, and relationships with customers, suppliers, third party payors, and employees resulting from our efforts over the past several years to consummate significant transactions with WBA and Albertsons Companies, Inc. ("Albertsons");

•
the risk that we will not be able to meet our obligations under our Transition Services Agreement ("TSA") with WBA, which could expose us to significant financial penalties;

•
the risk that we cannot reduce our selling, general, and administrative expenses enough to offset lost income from the TSA as the amount of stores serviced under the agreement decreases;

•
the risk that we may need to take further impairment charges if our future results do not meet our expectations;

•
our ability to refinance our indebtedness on terms favorable to us;

•
our ability to improve the operating performance of our stores in accordance with our long-term strategy;

•
our ability to grow prescription count and realize front-end sales growth;

•
our ability to successfully execute and achieve benefits from our leadership transition plan and organizational restructuring, including our chief executive officer search process, and to manage the transition to a new chief executive officer and other management;

•
our ability to hire and retain qualified personnel;

•
our ability to achieve cost savings through the organizational restructurings within our anticipated timeframe, if at all;

•
decisions to close additional stores and distribution centers or undertake additional refinancing activities, which could result in further charges;
Table of Contents
•
our ability to manage expenses and working capital;

•
continued consolidation of the drugstore and the pharmacy benefit management ("PBM") industries;

•
the risk that provider and state contract changes may occur;

•
risks related to compromises of our information or payment systems or unauthorized access to confidential or personal information of our associates or customers;

•
our ability to maintain our current pharmacy services business and obtain new pharmacy services business, including maintaining renewals of expiring contracts, avoiding contract termination rights that may permit certain of our clients to terminate their contracts prior to their expiration, early price renegotiations prior to contract expirations, and the risk that we cannot meet client guarantees;

•
the continued impact of gross margin pressure in the PBM industry due to increased market competition and client demand for lower prices while providing enhanced service offerings;

•
our ability to maintain our current Medicare Part D business and obtain new Medicare Part D business, as a result of the annual Medicare Part D competitive bidding process and meet the financial obligations of our bid;

•
the expiration or termination of our Medicare or Medicaid managed care contracts by federal or state governments;

•
risks related to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange or interest rates or credit ratings, changes in tax laws, regulations, rates, and policies or competitive development including aggressive promotional activity from our competitors;

•
the risk that we could experience deterioration in our current Star rating with the Centers of Medicare and Medicaid Services ("CMS") or incur CMS penalties and/or sanctions;

•
the nature, cost, and outcome of pending and future litigation and other legal proceedings or governmental investigations, including any such proceedings related to the sale of stores to WBA and instituted against us and others;

•
the potential reputational risk to our business during the period in which WBA is operating the stores acquired by WBA under the Rite Aid banner;

•
the inability to fully realize the benefits of our tax attributes;

•
our ability to maintain the listing of our common stock on the New York Stock Exchange (the "NYSE"), and the resulting impact of either a delisting or remedies taken to prevent a delisting would have on our results of operations and financial condition; and

•
other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission (the "SEC").
        We undertake no obligation to update or revise the forward-looking statements included in this proxy statement, whether as a result of new information, future events, or otherwise, after the date of this proxy statement. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences are discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Continuing Operations—Overview and Factors Affecting Our Future Prospects" included in our Annual Report on Form 10-K for fiscal year 2019.

VIEW MATERIALS & VOTE w SCAN TO RITE AID CORPORATION ATTN: BYRON PURCELL 30 HUNTER LANE CAMP HILL, PA 17011 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern ~~Daylight~~ Time, ~~June 21, 2016.~~July 16, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern ~~Daylight~~ Time, ~~June 21, 2016.~~July 16, 2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ~~You can obtain directions to the Annual Meeting by contacting Rite Aid's~~Yo u c an ob tai n dir ec ti ons t o t he Ann ual M eet in g b y c on tac t ing Ri te Ai d' s Investor Relations Department at (717) 975-3710. ~~RITE AID CORPORATION ATTN: BYRON PURCELL 30 HUNTER LANE CAMP HILL, PA 17011~~ TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~E11424-P80121~~E81023-P26618 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. RITE AID CORPORATION The Board of Directors unanimously recommends that you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ~~! ! !~~ 1a. ~~John T. Standley~~Bruce G. Bodaken The Board of Directors unanimously recommends that you vote FOR Proposals 2 and 3. ~~1b. Joseph B. Anderson, Jr.~~ For Against Abstain ! ! For ! ! Against ! ! Abstain 1b. Elizabeth 'Busy' Burr 2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. 1c. Robert E. Knowling, Jr. 3. Approve, on an advisory basis, the compensation of our named executive officers as presented in the proxy statement. 1d. Kevin E. Lofton The Board of Directors unanimously recommends that you vote AGAINST Proposal 4. ! ! ! ~~! ! ! 1c. Bruce G. Bodaken 3. 1d. David R. Jessick~~4. Consider a stockholder proposal, if properly presented at the Annual Meeting, seeking a By-Law amendment for a 10% ownership threshold for stockholders to call special meetings. 1e. ~~Kevin E. Lofton~~Louis P. Miramontes 1f. Arun Nayar NOTE: Such other business as may properly come before the meeting or any adjournment thereof. ~~1f. Myrtle S. Potter~~ 1g. ~~Michael N. Regan~~Katherine Quinn 1h. ~~Frank A. Savage 1i.~~ Marcy Syms For address changes and/or comments, please check this box and write them on the back where indicated. ! Yes ! No Please indicate if you plan to attend this meeting. ~~Yes No~~ Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. ~~E11425-P80121~~E81024-P26618 RITE AID CORPORATION Annual Meeting of Stockholders ~~June 22, 2016~~July 17, 2019 at 8:30 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby ~~appoint John Standley, Darren Karst,~~appoint(s) Matthew Schroeder and ~~Jim~~James J. Comitale, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ~~ballot,~~proxy card, all of the shares of common stock of RITE AID CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 AM, EDT on ~~June 22, 2016~~July 17, 2019 at the office of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036 and any adjournment or postponement thereof. If applicable, the proxy shall also govern the voting stock held for the account of the undersigned in the Company's Investment Opportunity Plan, or any applicable employee benefit plan. The validity of this proxy is governed by the laws of the State of Delaware. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual Meeting of Stockholders. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED, OR, IF NO SPECIFICATIONS ARE MADE, WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. IF ANY OTHER MATTER IS PROPERLY PRESENTED AT THE ANNUAL MEETING OF STOCKHOLDERS, THIS PROXY WILL BE VOTED IN THE NAMED PROXIES' DISCRETION ON SUCH MATTER. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Address Changes/Comments:

Name	Age	Position with Rite Aid	Year First Became Director

John T. Standley	53	Chairman and Chief Executive Officer	2009
Joseph B. Anderson, Jr.	73	Director	2005
Bruce G. Bodaken	64	Director	2013
David R. Jessick	62	Director	2009
Kevin E. Lofton	61	Director	2013
Myrtle S. Potter	57	Director	2013
Michael N. Regan	68	Director	2007
Frank A. Savage	68	Director	2015
Marcy Syms	65	Director	2005

Name

Joseph B. Anderson, Jr.	6/27/2007	6.15	50,000	50,000	—
Bruce G. Bodaken	—	—	—	—	—
David R. Jessick	—	—	—	—	—
Kevin E. Lofton	—	—	—	—	—
Myrtle S. Potter	—	—	—	—	—
Michael N. Regan	6/27/2007	6.15	100,000	100,000	—
Frank A. Savage	—	—	—	—	—
Marcy Syms	6/27/2007	6.15	50,000	50,000	—

Executive	Base Salary at End of FY 2016				Rationale

John T. Standley	$	1,150,000	—		—
Kenneth A. Martindale	$	900,000	—		—
Darren W. Karst	$	790,000	—		—
Enio Anthony Montini, Jr.	$	460,000	5.2	%	Promotion
Dedra N. Castle	$	425,000	—		—
Frank G. Vitrano	$	500,000	–40.8	%	Change in position
Robert K. Thompson	$	250,000	–50.0	%	Change in position

Name and Principal Position

John T. Standley	2016	1,150,000	—	13,672,926	2,533,385	4,705,038	0	304,923	22,366,272
(CEO)	2015	1,150,000	—	3,411,852	3,032,895	2,991,291	128,354	291,279	11,005,671
	2014	1,035,000	—	810,060	1,788,333	4,200,000	240,511	273,325	8,347,229
Kenneth A. Martindale	2016	900,000	—	9,799,850	1,585,980	2,555,424	0	322,786	15,164,040
(President of Rite Aid Corporation	2015	900,000	—	2,847,576	949,428	1,583,050	32,359	321,012	6,633,425
& CEO of Rite Aid Stores)	2014	878,250	—	396,888	875,926	2,587,500	102,797	308,158	5,149,519
Darren W. Karst	2016	790,005	—	1,009,008	695,980	924,136	0	279,138	3,698,267
(Senior Executive VP, CFO &	2015	419,310	—	2,891,198	812,498	275,775	1,802	126,309	4,526,892
CAO)(1)
Enio Anthony Montini, Jr.	2016	450,303	—	418,548	288,805	658,332	0	131,225	1,947,213
(Executive VP, Merchandising
& Distribution)(2)
Dedra N. Castle	2016	425,006	—	407,460	280,795	357,956	0	231,385	1,702,603
(Executive VP, Chief
Human Resources Officer)(3)
Frank G. Vitrano	2016	725,009	—	1,348,108	929,605	1,971,365	0	267,037	5,241,124
(Chief Strategic Business	2015	844,131	—	1,252,452	1,113,030	1,347,801	101,829	313,042	4,972,286
Development Officer)(4)	2014	819,545	—	397,440	877,454	2,048,862	267,137	303,256	4,713,694
Robert K. Thompson	2016	461,810	—	638,476	440,995	654,395	0	142,671	2,338,347
(Special Advisor to President	2015	500,321	—	771,720	290,103	527,161	47,575	143,185	2,280,065
of Rite Aid Corporation)(5)	2014	477,405	—	115,644	255,558	716,107	118,397	133,626	1,816,737

Name

Mr. Standley	1,437,408	12,235,518	15,032,232
Mr. Martindale	900,116	8,899,734	18,150,852
Mr. Karst	394,940	614,068	1,382,290
Mr. Montini	164,052	254,496	572,880
Ms. Castle	159,712	247,748	557,690
Mr. Vitrano	527,744	820,364	1,846,670
Mr. Thompson	249,984	388,492	874,510

Name

Mr. Standley	2,582,900	2,122,138
Mr. Martindale	1,516,050	1,039,374
Mr. Karst	924,136	—
Mr. Montini	387,435	270,897
Ms. Castle	357,956	—
Mr. Vitrano	930,341	1,041,024
Mr. Thompson	351,162	303,233

Name

Mr. Standley	6,323	—	276,000	—	—	12,000	10,600
Mr. Martindale	5,000	—	216,000	47,120	32,066	12,000	10,600
Mr. Karst	10,000	—	189,600	57,938	—	11,000	10,600
Mr. Montini	975	—	107,650	—	—	12,000	10,600
Ms. Castle	—	—	102,000	56,500	50,285	12,000	10,600
Mr. Vitrano	5,000	1,019	181,944	34,032	22,442	12,000	10,600
Mr. Thompson	5,000	—	115,071	—	—	12,000	10,600

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3)						All Other Stock		All Other Option		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option

Name	Committee Action Date		Grant Date		Threshold 100% ($)		Target 100% ($)		Max 200%($)		Threshold (#)		Target (#)		Max (#)		Awards (#)(4)		Awards (#)(5)		Awards ($/Sh)		Awards ($)(6)
John T. Standley						2,300,000		2,300,000		4,600,000
		6/18/2015		6/24/2015								86,963		231,900		579,750		165,600		569,300		8.68		6,206,309
		6/18/2015		6/24/2015								1,152,074		1,152,074		1,152,074								10,000,002
Kenneth A. Martindale						1,350,000		1,350,000		2,700,000
		6/18/2015		6/24/2015								54,450		145,200		363,000		103,700		356,400		8.68		3,885,824
		6/18/2015		6/24/2015								432,028		864,056		1,728,112								7,500,006
Darren W. Karst						592,500		592,500		1,185,000
		6/18/2015		6/24/2015								23,888		63,700		159,250		45,500		156,400		8.68		1,704,988
Enio Anthony Montini, Jr.						358,148		358,148		716,297
		6/18/2015		6/24/2015								9,900		26,400		66,000		18,900		64,900		8.68		707,353
Dedra N. Castle						318,750		318,750		637,500
		6/18/2015		6/24/2015								9,638		25,700		64,250		18,400		63,100		8.68		688,255
Frank G. Vitrano						1,055,164		1,055,164		2,110,328
		6/18/2015		6/24/2015								31,913		85,100		212,750		60,800		208,900		8.68		2,277,713
Robert K. Thompson						375,240		375,240		750,481
		6/18/2015		6/24/2015								15,113		40,300		100,750		28,800		99,100		8.68		1,079,471

Name

John T. Standley(1)	—	276,000	(237,339	)	—	2,262,395
Kenneth A. Martindale(1)	—	216,000	(148,760	)	—	1,539,692
Darren W. Karst(1)	—	189,600	(14,464	)	—	272,705
Enio Anthony Montini, Jr.(1)	—	107,650	(68,690	)	—	658,416
Dedra N. Castle(1)	—	102,000	(18,354	)	—	183,362
Frank G. Vitrano(1)	—	181,944	(210,435	)	—	1,851,214
Robert K. Thompson(1)	—	115,071	(110,622	)	—	1,018,381

Kenneth A. Martindale

2 × Base Salary	N/A	N/A	1,800,000	1,800,000
2 × Bonus	N/A	N/A	2,700,000	2,700,000
Pro-Rated Incentive Bonus for Past Fiscal Year	2,555,424	2,555,424	2,555,424	2,555,424
Benefits	18,928	18,928	18,928	18,928
SERP Vesting	446,628	446,628	446,628	446,628
Vesting of Equity(1)	4,886,989	4,886,989	4,886,989	13,943,026	(2)

Beneficial Owners

Named Executive Officers, Directors and Nominee for Director:
Joseph B. Anderson, Jr.	369,454	(2)	*
Bruce G. Bodaken	58,663	(3)	*
Dedra N. Castle	143,602	(4)
David R. Jessick	279,454	(5)	*
Darren W. Karst	662,836	(6)	*
Kevin E. Lofton	40,482	(7)	*
Kenneth A. Martindale	5,641,420	(8)	*
Enio Anthony Montini, Jr.	529,326	(9)
Myrtle S. Potter	38,596	(10)	*
Michael N. Regan	369,454	(11)	*
Frank A. Savage	—		—
John T. Standley	14,507,318	(12)	1.38	%
Marcy Syms	369,454	(13)	*
Robert K. Thompson	437,661	(14)	*
Frank G. Vitrano	2,900,173	(15)	*
All Executive Officers and Directors (17 persons)	24,415,446		2.33	%
5% Stockholders:
The Vanguard Group	70,299,320	(16)	6.71	%
100 Vanguard Blvd.
Malvern, PA 19355
T. Rowe Price Associates, Inc.	54,669,902	(17)	5.20	%
100 E. Pratt Street
Baltimore, MD 21202

	March 2, 2019 (52 weeks)			March 3, 2018 (52 weeks)(a)			March 4, 2017 (53 weeks)(a)

	(Dollars in thousands)
Net (loss) income—continuing operations	$	(666,954	)	$	(349,532	)	$	4,080
Interest expense		227,728			202,768			200,065
Income tax expense		77,477			305,987			44,438
Depreciation and amortization		357,882			386,057			407,366
LIFO charge (credit)		23,354			(28,827	)		(3,721	)
Lease termination and impairment charges		107,994			58,765			45,778
Goodwill and intangible asset impairment charges		375,190			261,727			—
Loss on debt retirements, net		554			—			—
Merger and Acquisition-related costs		37,821			24,283			14,066
Stock-based compensation expense		12,115			25,793			23,482
Restructuring-related costs		4,704			—			—
Inventory write-downs related to store closings		13,487			7,586			5,925
Litigation settlement		18,000			—			—
Gain on sale of assets, net		(38,012	)		(25,872	)		(6,649	)
Walgreens Boots Alliance merger termination fee		—			(325,000	)		—
Other		12,104			16,119			13,058

Adjusted EBITDA—continuing operations	$	563,444		$	559,854		$	747,888

	February 27, 2016 (52 weeks)			February 28, 2015 (52 weeks)			March 1, 2014 (52 weeks)

Net income	$	165,465		$	2,109,173		$	249,414
Interest expense		449,574			397,612			424,591
Income tax expense		139,297			158,951			161,883
Income tax valuation allowance reduction		(26,358	)		(1,841,304	)		(161,079	)
Depreciation and amortization expense		509,212			416,628			403,741
LIFO charge (credit)		11,163			(18,857	)		104,142
Lease termination and impairment charges		48,423			41,945			41,304
Loss on debt retirements, net		33,205			18,512			62,443
Other		72,281			40,183			38,520

Adjusted EBITDA	$	1,402,262		$	1,322,843		$	1,324,959