RAD Rite Aid Corp

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.    )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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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 all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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We are committed to driving growth and stockholder value and appreciate your support as we continue to execute our turnaround plan. We hope you and your families are safe and well.

Thank you for your investment in Rite Aid.

Sincerely,

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.

 

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof.

 

Have your proxy card or voting instruction form in hand, with your individual control number, and follow the instructions.

 

​	1	​	​	PROXY STATEMENT SUMMARY	​
​	2	​	​	Business Strategy and Performance in Fiscal Year 2023	​
​	3	​	​	Stockholder Engagement Efforts	​
​	4	​	​	Board of Directors	​
​	5	​	​	Board and Governance Highlights	​
​	6	​	​	Executive Compensation Overview	​
​	7	​	​	Environmental, Social & Governance Efforts	​
​	9	​	​	PROPOSAL 1—ELECTION OF DIRECTORS	​
​	12	​	​	Director Nominees	​
​	15	​	​	CORPORATE GOVERNANCE AND BOARD MATTERS	​
​	15	​	​	Board Leadership Structure	​
​	15	​	​	Director Independence	​
​	16	​	​	Corporate Governance Practices	​
​	16	​	​	Board Oversight of Risk Management	​
​	18	​	​	Committees of the Board of Directors	​
​	19	​	​	Audit Committee	​
​	20	​	​	Compensation Committee	​
​	20	​	​	Compensation Committee Interlocks and Insider Participation	​
​	21	​	​	Nominating and Governance Committee	​
​	21	​	​	Executive Committee	​
​	21	​	​	Board Committee Refreshment	​
​	21	​	​	Board Meeting Attendance	​
​	22	​	​	Director Nominations	​
​	23	​	​	Executive Sessions of Non-Management Directors	​
​	23	​	​	Communications with the Board of Directors	​
​	23	​	​	Environmental, Social & Governance Matters	​
​	24	​	​	Corporate Governance Materials	​
​	24	​	​	Certain Relationships and Related Transactions	​
​	25	​	​	Directors’ Compensation	​
​	27	​	​	PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​
​	27	​	​	Auditor Fees	​
​	27	​	​	Audit Committee Report	​
​	29	​	​	PROPOSAL 3—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	​
​	30	​	​	PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	​
​	31	​	​	LETTER FROM THE CHAIR OF OUR COMPENSATION COMMITTEE	​
​	33	​	​	EXECUTIVE COMPENSATION	​
​	33	​	​	Compensation Discussion and Analysis	​
​	55	​	​	Compensation Committee Report	​

​	56	​	​	Executive Compensation Tables	​
​	56	​	​	Summary Compensation Table	​
​	58	​	​	Grants of Plan-Based Awards Table for Fiscal Year 2023	​
​	58	​	​	Executive Employment Agreements	​
​	60	​	​	Outstanding Equity Awards at Fiscal Year 2023 Year-End	​
​	61	​	​	Option Exercises and Stock Vested Table for Fiscal Year 2023	​
​	61	​	​	Pension; Nonqualified Deferred Compensation	​
​	61	​	​	Potential Payments Upon Termination or Change in Control	​
​	67	​	​	Pay Ratio Disclosure	​
​	67	​	​	EQUITY COMPENSATION PLAN INFORMATION TABLE	​
​	68	​	​	PAY VERSUS PERFORMANCE	​
​	73	​	​	PROPOSAL 5—APPROVAL OF THE AMENDMENTS TO THE RITE AID CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS	​
​	74	​	​	PROPOSAL 6—STOCKHOLDER PROPOSAL TO REQUIRE AN ANNUAL ADVISORY VOTE ON THE COMPENSATION OF RITE AID’S DIRECTORS	​
​	76	​	​	PROPOSAL 7—STOCKHOLDER PROPOSAL TO ADOPT AN EXECUTIVE COMPENSATION ADJUSTMENT POLICY	​
​	78	​	​	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​
​	80	​	​	INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	​
​	80	​	​	Questions and Answers	​
​	87	​	​	Important Notice Regarding Delivery of Stockholder Documents	​
​	89	​	​	OTHER INFORMATION	​
​	89	​	​	Stockholder Proposals for the 2024 Annual Meeting	​
​	90	​	​	Incorporation by Reference	​
​	91	​	​	Other Matters	​
​	​	​	​	Certain Information Regarding Participation in the Solicitation of Proxies	​
​	91	​	​	Annual Report	​
​	92	​	​	Cautionary Statement Regarding Forward-Looking Statements	​
​	A-1	​	​	APPENDIX A—NON-GAAP FINANCIAL MEASURES	​
​	B-1	​	​	APPENDIX B—PROPOSED AMENDMENTS TO THE RITE AID CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS	​

 

This Proxy Statement Summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting. References to “Rite Aid,” “Rite Aid Corporation,” the “Company,” “we,” “us,” or “our” in this proxy statement and the accompanying notice and letters to stockholders refer to Rite Aid Corporation and/or its affiliates. Rite Aid Corporation, a Delaware corporation, owns multiple subsidiary companies which operate Rite Aid stores and pharmacies and other affiliated companies. The term “affiliates” means direct and indirect subsidiaries of Rite Aid Corporation and partnerships and joint ventures in which such subsidiaries are partners. References herein to “associates” refer to employees of our affiliates.

This proxy statement is being furnished to you by the Board of Directors (the “Board” or “Board of Directors”) of Rite Aid Corporation to solicit your proxy to vote your shares at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on August 18, 2023 at 11:30 a.m., Eastern Daylight Time, by live audio webcast at www.virtualshareholdermeeting.com/RAD2023.

The following proposals will be on the agenda for the Annual Meeting:

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof.

 

RITE AID CORPORATION   2023 Proxy Statement | 1

As a healthcare company with a retail footprint operating in diverse communities throughout the country, we are positioned to create meaningful customer, client, and member experiences for the millions of lives we touch.

We are focused on three key strategic drivers of growth:

All of these are enabled by significant ongoing investments in our people and infrastructure, including our distributions centers, central fill operations, and systems for customer and client support.

(1)

As of March 4, 2023 (figures are rounded).

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2 | RITE AID CORPORATION   2023 Proxy Statement

At Rite Aid, we believe stockholder engagement is extremely important. We regularly seek the perspectives of our stockholders on issues important to them. Through our quarterly financial performance webcasts, analyst conferences, investor meetings and calls, we obtain and share stockholder feedback with our Board and committees. This feedback from stockholders, including views regarding Board composition, corporate governance matters and ESG matters, is extremely valuable to our Board of Directors and management.

Our engagement with stockholders occurs on a continuous basis, with calls and meetings happening throughout the year. During fiscal year 2023, we continued the increased outreach we began in fiscal year 2021 and enhanced our program to also include our retail stockholder base. As in the prior year, in fiscal year 2023 we also proactively offered Company-initiated meetings to our largest stockholders, representing over 40% of our outstanding shares. These meetings included an offer to speak with the Board Chairman, the Chair of our Compensation Committee, the then CEO, and the CFO. Our Compensation Committee considers investor perspectives when making decisions on executive compensation and DEI initiatives. Additionally, in fiscal year 2023, we began an annual retail stockholder call, providing our retail investors with the opportunity to ask and have management answer questions that are most important to them. This event proved popular, with robust retail stockholder participation and feedback.

 

RITE AID CORPORATION   2023 Proxy Statement | 3

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(1)

Effective as of the Annual Meeting, Mr. Miramontes will cease to serve on the Audit Committee and Mr. Bodaken will begin serving on the Audit Committee. Mr. Nayar will serve as Chair of the Audit Committee.

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(2)

Ms. Burr was a member of the Audit Committee until January 7, 2023, when she was appointed Interim Chief Executive Officer. Mr. Knowling joined the Audit Committee at that time.

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4 | RITE AID CORPORATION   2023 Proxy Statement

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The compositions depicted illustrate calculations effective following the Annual Meeting.

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RITE AID CORPORATION   2023 Proxy Statement | 5

Our executive compensation program is based on a pay-for-performance philosophy and is designed to accomplish the following goals:

 

6 | RITE AID CORPORATION   2023 Proxy Statement

Rite Aid is committed to integrating Environmental, Social, and Governance (ESG) initiatives into our operations, not only to create value for our stockholders, customers, and associates, but also because we are deeply invested in our communities, and our customers want to support a company that supports their safety and our environment. As explained in our voluntary annual ESG report, our approach is broken into four pillars: Thriving Planet, Thriving Business, Thriving Workplace and Thriving Community.

Some of our quantitative fiscal year 2023 highlights include:

We are proud to employ over 47,000 associates as of the end of fiscal year 2023 across the United States, including Puerto Rico. Our associates are key to the success of our transformation as they are at the center of supporting the whole health of our customers and communities. We are optimizing our workforce through enhanced communication and engagement through the following measures:

 

RITE AID CORPORATION   2023 Proxy Statement | 7

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conducting annual engagement surveys on topics such as career development, well-being, compensation, benefits, recognition, leader communications, and opportunities specific to diversity, equity and inclusion efforts, in which more than 70% of our associates have participated;

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continuing our efforts to attract top talent with sign-on bonuses, pay adjustments in hard to staff areas, and unlimited paid time off to certain associates;

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operating as a remote-first employer for our corporate associates, allowing us to expand our talent pool and allow our corporate associates more flexibility to balance their work and family priorities;

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developing success profiles for our associates to refine skills needed today and build capabilities for the future;

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operating as an Accredited Provider of Continuing Pharmacy Education, which allows us to offer courses that count toward the continuing education licensing requirements of our pharmacists;

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offering an accredited pharmacy technician certification program;

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offering compensation and benefit programs to support, recognize and reward performance of our associates (including annual bonuses, 401(k) plans, health care benefits, paid time off, life and disability coverage, merchandise discounts, and many other services and programs);

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offering associate wellness programs and tools for whole health in areas such as mental health, condition specific management programs, and financial wellness; and

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offering an associate recognition program to celebrate the achievements of our teams and create a community experience for our workforce.

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We are continuing to build momentum with Diversity, Equity & Inclusion (DEI) at Rite Aid and are seeing notable progress that we believe is adding value to our business. Our multi-year strategy is gaining traction with new programs and initiatives launched in fiscal year 2023, such as leadership development programs aimed specifically to advance diverse talent. We are discovering and addressing the unique needs of our workforce and empowering our people to perform at their very best.

We are taking an innovative approach to our DEI strategy, which we are executing through our recently launched Associate Experience program. The Associate Experience provides our associates with the programs, benefits, and resources that our associates have indicated are important to them, such as enhanced Total Rewards and improved information technology systems and resources. We believe the Associate Experience will enhance our talent attraction, retention, and development efforts, which will enable us to better fulfill our strategic initiatives and operational priorities.

As of December 31, 2022, 68% of associates self-reported as female. In addition, associates reported their race/​ethnicity as: White 55%; Hispanic 15%; Black 13%; Asian 12%; and Other 5%. We are proud to have a Board with 43% gender diversity and 43% ethnic/racial diversity.

Our Nominating and Governance Committee of the Board of Directors has direct oversight and responsibility of ESG, while our Compensation Committee has direct oversight of DEI. In fiscal year 2023, we provided quarterly updates to the Nominating and Governance Committee on our ESG reporting, strategy, risk and opportunity, compliance and benchmarking.

 

8 | RITE AID CORPORATION   2023 Proxy Statement

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 six effective as of the Annual Meeting, and the Board has nominated six nominees for director at our Annual Meeting. All directors are elected annually.

The Board of Directors, based on the recommendation of the Nominating and Governance Committee, has nominated the following individuals 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. Each director elected at the Annual Meeting will hold office until the 2024 Annual Meeting of Stockholders and will serve until his or her successor is duly elected and qualified.

If any nominee at the time of election cannot serve and as a consequence another nominee is designated, then the proxies or their substitutes will have the discretion and authority to vote for such other nominee in accordance with their judgment, or the Board may reduce the size of the Board.

The following table sets forth certain information as of June 1, 2023 with respect to our director nominees.

 

RITE AID CORPORATION   2023 Proxy Statement | 9

*

The compositions depicted illustrate calculations effective following the Annual Meeting.

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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. As a result of strategic changes in Board composition over the last five years, approximately 33% of the director nominees are racially or ethnically diverse and 50% of the director nominees are women. In addition to enhancing the Board’s racial, ethnic and gender diversity, these changes bring a diversity of thought and experience to the Board. All of the nominees of the Board, other than Ms. Burr, due to her position as interim Chief Executive Officer, are independent directors.

Five of our six current director nominees have joined our Board since 2018, all of whom are either women or racially or ethnically diverse.

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 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.

 

10 | RITE AID CORPORATION   2023 Proxy Statement

The chart below summarizes the qualifications, attributes, skills and experiences 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.

 

RITE AID CORPORATION   2023 Proxy Statement | 11

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, as well as their Committee assignments in fiscal year 2023:

 

12 | RITE AID CORPORATION   2023 Proxy Statement

 

RITE AID CORPORATION   2023 Proxy Statement | 13

 

14 | RITE AID CORPORATION   2023 Proxy Statement

Company By-Laws provide that the Chair of the Board must be a director who is independent under the NYSE listing standards and the Company’s Corporate Governance Guidelines. The Board believes that separation of the positions of Chair of the Board and Chief Executive Officer best serves the needs of the Company and its stockholders. The Board believes that Mr. Bodaken will continue to provide excellent independent leadership of the Board in his role as Chair.

For a director to be considered independent under the NYSE corporate governance listing standards, the Board of Directors must determine that the director does not have any direct or indirect material relationship with the Company, including any of the relationships identified in the NYSE independence standards. The Board considers all relevant facts and circumstances in making its independence determinations.

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:

In addition, the Board determined that the members of the Audit Committee satisfy the additional independence requirements for audit committee members and that the members of the Compensation Committee satisfy the additional independence requirements for compensation committee members.

As interim CEO, Ms. Burr is not an independent director at this time. The Board previously determined that Kevin E. Lofton, who served as a director until the 2022 Annual Meeting, and Louis P. Miramontes, who will serve as a director until the 2023 Annual Meeting, satisfied the independence requirements of the NYSE listing standards.

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

 

RITE AID CORPORATION   2023 Proxy Statement | 15

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

Under the Company’s By-Laws, a nominee for director in uncontested elections of directors 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.

Under the Company’s Corporate Governance Guidelines, a director who fails to receive the required number of votes for 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 Chair of the Board for consideration by the Board, subject to the procedures set forth in the guidelines.

The Board has adopted a Code of Ethics that is applicable to our Chief Executive Officer and senior financial officers. The Company has also adopted a Code of Business Ethics and 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 at www.riteaid.com.

The Company’s directors, officers and other associates are prohibited from engaging in hedging or monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts, with respect to our securities. Because hedging transactions might allow a director, officer or other associate to continue to own our securities, whether obtained through our equity compensation plans or otherwise, without the full risks and rewards of ownership, such hedging transactions are prohibited. Directors, officers and other associates are also prohibited from holding in a margin account, or otherwise pledging, Company securities as collateral for a loan.

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 four areas of risk (1) strategic, (2) operational, (3) financial, and (4) regulatory compliance.

The Board considers and discusses risks in connection with strategic, operating, financial, compliance, specific approval matters, and other special risk topics such as cybersecurity. The Board may delegate responsibility for oversight of selected risks to the appropriate Board committee as described below.

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, 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 ethics and compliance and internal assurance services departments with regard to the overall effectiveness of the Company’s compliance and internal audit programs and significant areas of risk to the Company.

The Board delegated to the Audit Committee oversight of the Company’s compliance program, and therefore the Committee has the primary oversight role with respect to many of the risks of the Company. The Board and the Audit Committee also receive periodic updates from the Company’s Chief Information Officer and/or Chief Information Security Officer on cybersecurity matters, including information services security and security controls

 

16 | RITE AID CORPORATION   2023 Proxy Statement

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 customers and clients of these entities. In addition, the Audit Committee focuses on assessing and mitigating financial reporting risks, including risks related to internal control over financial reporting as well as legal and regulatory compliance, cyber risk and enterprise risk management.

The Compensation Committee considers risks relating to the Company’s compensation programs and policies, 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. 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 compensation incentive programs that limit risk include:

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Delivery of compensation through an appropriate mix of base salary, short-term cash incentive awards, long-term awards, and benefits.

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Use of a mix of long-term incentive vehicles that reward both stock price appreciation and financial operating performance and have different risk profiles.

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Incorporation of measures in the performance awards to assess our ability to drive stock performance through profitability, leverage reduction and growth, and to compare our stock performance against the Russell 3000 Index (total stockholder return).

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Meaningful stock ownership requirements for executives.

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The Compensation Committee has considered the risks arising from the Company’s compensation policies and practices for its executives and associates and has concluded that the compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

 

RITE AID CORPORATION   2023 Proxy Statement | 17

The Board of Directors has four standing committees:

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

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(1)

Effective as of the Annual Meeting, Mr. Miramontes will cease to serve on the Audit Committee and Mr. Bodaken will begin serving on the Audit Committee. Mr. Nayar will serve as Chair of the Audit Committee.

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(2)

Ms. Burr was a member of the Audit Committee until January 7, 2023, when she was appointed Interim Chief Executive Officer. Mr. Knowling joined the Audit Committee at that time.

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18 | RITE AID CORPORATION   2023 Proxy Statement

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(1)

Effective as of the Annual Meeting, Mr. Miramontes will cease to serve on the Audit Committee and Mr. Bodaken will begin serving on the Audit Committee. Mr. Nayar will serve as Chair of the Audit Committee.

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RITE AID CORPORATION   2023 Proxy Statement | 19

The Compensation Committee currently consists of Kate B. Quinn (Chair), Robert E. Knowling, Jr., and Arun Nayar. In addition to the current members, Louis P. Miramontes also served on the Compensation Committee during fiscal year 2023. During fiscal year 2023, no member of the Compensation Committee was an employee, former employee, or executive officer of the Company, nor does any such member have any interlocking relationships as defined by applicable SEC rules.

 

20 | RITE AID CORPORATION   2023 Proxy Statement

The Nominating and Governance Committee considers the periodic rotation of Committee members and Committee Chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on the Committees. Through this periodic refreshment, the Nominating and Governance Committee considers, among other things, the benefits from continuity and depth of experience with the benefits of fresh perspectives and exposing our directors to different aspects of our business.

As part of the Committee refreshment process, in June 2022, Arun Nayar joined the Compensation Committee, Louis P. Miramontes’ service on the Compensation Committee ended and Bari Harlam became Chair of the Nominating and Governance Committee. In addition, in January 2023 in connection with her appointment as interim CEO, Ms. Burr’s service on the Audit Committee ended, and Robert E. Knowling, Jr. joined the Audit Committee.

The Board of Directors held 12 meetings during fiscal year 2023. Each director attended at least 75% of the aggregate number of 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.

 

RITE AID CORPORATION   2023 Proxy Statement | 21

It is our policy that directors are invited and encouraged to attend the annual meeting of stockholders. All directors serving on the Board or nominated to serve on the Board at the time of the meeting attended the 2022 Annual Meeting of Stockholders.

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 below, 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.

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:

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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

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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.

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The stockholder recommendation and information described above must be sent to Rite Aid Corporation, PO Box 3165 Harrisburg, PA 17105, Attention: Corporate Secretary. The Nominating and Governance Committee will accept recommendations of director candidates throughout the 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.

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

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:

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that a candidate demonstrates, 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

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that a candidate has an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities.

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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 takes into account a candidate’s ability to contribute to the diversity of background and 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.

 

22 | RITE AID CORPORATION   2023 Proxy Statement

In order to promote discussion among the non-management directors, executive sessions (meetings of non-management directors without management present) are held regularly. Mr. Bodaken, Chair of the Board, presides at our executive sessions.

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. Correspondence should be addressed to the Board of Directors or any such individual directors, or committee of directors by either name or title.

All communications received as set forth above will be opened by the Corporate Secretary for the purpose of determining whether the contents represent a legitimate communication to the directors. Such communications, other than business solicitations or advertisements, junk mail and mass mailings, new product suggestions, product complaints, product inquiries, resumes and other forms of job inquiries, spam, and surveys, will be distributed to the Board, the non-management directors, an individual director, or a committee of directors, as appropriate.

The disclosure in our voluntary annual ESG report is intended to align with the Sustainability Accounting Standards Board (SASB) framework and is broken into four pillars: Thriving Planet, Thriving Business, Thriving Workplace and Thriving Community.

In fiscal year 2023, we provided quarterly updates on ESG matters to our Nominating and Governance Committee of the Board of Directors. In addition, our Corporate Sustainability Committee, comprised of cross functional leadership across the organization, with representation from legal, finance, internal assurance, human resources, facilities, operations and more, met regularly to discuss reporting strategy, disclosure topics and key performance indicators.

 

RITE AID CORPORATION   2023 Proxy Statement | 23

The Board regularly reviews corporate governance developments and will modify these materials and practices from time to time as warranted.

Under our written policy, the Nominating and Governance Committee is responsible for the 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 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.

 

24 | RITE AID CORPORATION   2023 Proxy Statement

The Corporate Secretary and Chief Accounting Officer determine whether the proposed transaction should be submitted to the Nominating and Governance Committee for consideration at the next committee meeting or, if 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 reviews 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.

​

(1)

Fees payable quarterly in arrears.

​

The elements of Rite Aid’s fiscal year 2023 compensation program for our non-management directors are summarized above. The Compensation Committee, with the assistance of Mercer, the committee’s compensation consultant, regularly reviews our non-management director compensation and evaluates the competitiveness and reasonableness of the compensation program in light of general trends and practices. The Compensation Committee makes recommendations based on such review to our Board, which determines whether any changes should be made to our non-management director compensation program. Based on its review, in fiscal year 2023 the Compensation Committee recommended, and the Board determined, beginning in April 2022, to increase the Compensation Committee Chair’s annual cash retainer to better reflect market competitiveness, from $20,000 to $25,000, and that no other changes to the non-management director compensation program were needed.

Non-management directors receive an annual cash payment of $100,000, payable quarterly in arrears and also receive an annual award of restricted stock units under the Company’s Amended and Restated 2020 Omnibus Equity Incentive Plan. The annual award of restricted stock units for fiscal year 2023 vested on the date of grant and the shares subject to the grant will become payable on a deferred basis upon the separation from service of the director.

A non-management director may also defer cash fees under the Rite Aid Corporation Director Deferred Compensation Plan. Cash fees deferred are allocated to a bookkeeping account for the non-management director and notionally invested in accordance with the director’s election among a subset of investment funds available under the Company’s 401(k) savings plan. A non-management director’s deferral is paid on the director’s separation from service in a single lump sum. None of our non-management directors elected to defer cash fees earned in respect of fiscal year 2023.

 

RITE AID CORPORATION   2023 Proxy Statement | 25

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 in the Compensation Discussion and Analysis under the caption “Director and Officer Stock Ownership Guidelines.”

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 March 4, 2023:

​

(1)

Elizabeth Burr served as a director during fiscal year 2023 through January 7, 2023 until her appointment as interim CEO of the Company on such date. Ms. Burr’s compensation as a director and for her service as interim CEO during fiscal year 2023 is reflected in the Summary Compensation Table, found on page 56 of this proxy statement.

​

(2)

Represents the grant date fair value of stock awards granted in fiscal year 2023 in accordance with 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 18 to our financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 4, 2023, filed with the SEC on May 1, 2023. The restricted stock unit awards are immediately vested upon grant; however, shares underlying the restricted stock units are held and not delivered until the directors’ separation from service.

​

(3)

As of March 4, 2023, no unvested restricted stock unit awards and no stock option awards were held by any director.

​

(4)

Mr. Lofton resigned from the Board effective July 27, 2022.

​

(5)

Ms. Quinn’s Compensation Committee chair retainer increased from $20,00 to $25,000 annually on April 6, 2022.

​

 

26 | RITE AID CORPORATION   2023 Proxy Statement

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 March 2, 2024. 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.

As outlined in the table below, we incurred the following fees, including expenses billed to the Company for the fiscal years ended March 4, 2023 and February 26, 2022 by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates.

​

(1)

Audit fees. Represents fees for audit of annual financial statements and reviews of interim financial statements, registration statement filings and comfort letters related to various refinancing activities.

​

(2)

Audit-related fees. The fees for the year ended February 26, 2022 represent fees for audits of employee benefit plans’ financial statements.

​

(3)

Tax fees. Represents fees for tax compliance advice and planning.

​

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.

 

RITE AID CORPORATION   2023 Proxy Statement | 27

In fulfilling its oversight responsibilities, the Audit Committee met 10 times during fiscal year 2023.

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 2023. 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 2023.

​

•

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 the Audit Committee charter.

​

•

Reviewed and discussed with our independent registered public accounting firm those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

​

•

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.

​

•

Pre-approved 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.

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 March 4, 2023 for filing with the SEC.

Louis P. Miramontes, Chair
Arun Nayar
Robert E. Knowling, Jr.

 

28 | RITE AID CORPORATION   2023 Proxy Statement

In accordance with the requirements of Section 14A of the Exchange Act, stockholders have the opportunity to approve on an advisory, nonbinding basis the compensation of the named executive officers disclosed in this proxy statement. This is commonly referred to as a “say on pay” advisory vote. The Board of Directors recommends that you vote “FOR” this proposal.

As discussed in greater detail in the “Compensation Discussion and Analysis” ​(CD&A) section of this proxy statement, our executive compensation program is designed 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 program is 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, and

​

•

avoid the encouragement of unnecessary or excessive risk-taking.

​

The Company encourages stockholders to review the executive compensation disclosure in the CD&A and executive compensation tables in this proxy statement for complete details of its compensation program for its named executive officers and how the program is designed to achieve the Company’s compensation objectives.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. 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.

The Board is presenting this proposal, which gives stockholders the opportunity to endorse or not endorse our executive pay program, on an advisory basis, by voting on the following resolution:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures.”

Although the advisory vote is non-binding, the Board of Directors values the opinions of stockholders. The Compensation Committee will review the results of the vote and will consider stockholders’ concerns and take into account the outcome of the vote when considering future decisions concerning our executive compensation program.

 

RITE AID CORPORATION   2023 Proxy Statement | 29

Section 14A of the Exchange Act requires that we include in this proxy statement a non-binding stockholder vote on whether future advisory votes on the compensation of our named executive officers should occur every one, two or three years. Stockholders have the option to vote for any one of the three options, or to abstain on the matter. In July 2017, our stockholders voted to hold an advisory vote on executive compensation every year. The next advisory vote on the frequency of future advisory votes on the compensation of our named executive officers is expected to be held at the 2029 annual meeting. For the reasons discussed below, the Board recommends that future advisory votes on the compensation of our named executive officers take place every “ONE YEAR.”

After careful consideration and input from our stockholders, our Board has determined that an advisory vote on executive compensation that occurs annually is the most appropriate alternative for the Company. In formulating its recommendation, our Board considered that an annual advisory vote on executive compensation will allow stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. We will continue to engage with our stockholders regarding our executive pay programs between stockholder advisory votes as part of our governance process.

The Company recognizes that stockholders may have different views as to the best approach for the Company, and therefore the Company and Board encourage stockholders to express their preferences as to the frequency of an advisory vote on the compensation of our named executive officers.

This vote is advisory and not binding on the Company or the Board, but the Board and the Compensation Committee will take into account the outcome of the vote when making decisions about how often the Company conducts advisory votes on the compensation of our named executive officers.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining). The frequency (every one, two or three years) receiving the greatest number of votes, even if not a majority, will be considered the preference of our stockholders.

 

30 | RITE AID CORPORATION   2023 Proxy Statement

In January of this year, the Board of Directors appointed Ms. Burr, then a member of the Company’s Board, as interim CEO, and Ms. Donigan, our former President and CEO, departed the Company. Given her experience in the health and retail industries, including expertise in innovation, business strategy, retail and brand management, Ms. Burr is well suited to prepare Rite Aid for future growth while we conduct a search for a permanent CEO. To compensate Ms. Burr for her services as interim CEO, the Company is providing her a base salary of $300,000 a month, which the Board will review if she remains in the role for more than six months. As interim CEO, Ms. Burr does not receive short- or long-term incentive awards, employee benefits, or severance benefits. Also, she is not receiving compensation for her service as a director.

The Compensation Committee is committed to gathering your feedback each year through our say-on-pay vote results and stockholder engagement efforts and to consider this important information in making executive pay decisions. Stockholder support for our executive compensation program in fiscal year 2023 was approximately 77%, a decline from approximately 83% in fiscal year 2022. We were disappointed in this result and responded with a rigorous stockholder engagement campaign, reaching out to stockholders holding over 40% of our outstanding shares to seek feedback on our pay program. Attending these meetings provided me and other Rite Aid leaders, including our Board Chair, CEO, and CFO, an opportunity to listen to any concerns raised by our stockholders and to gain insight into your perspectives on our executive pay plans. In part in response to this feedback, we made changes to our fiscal year 2023 pay program, including:

•

Incorporating new performance metrics into our annual and long-term incentive plans to eliminate overlapping metrics between the two plans

​

•

Revising the annual incentive plan metrics to remove total revenue and focus on two metrics that drive stockholder value: Adjusted EBITDA and Operating Cash Flow

​

•

Replacing the relative total shareholder return (TSR) modifier in our long-term incentive plan with a 25%-weighted Relative TSR metric to enhance the incentive to create sustainable long-term value and increase alignment of the interests of our executives with those of our stockholders

​

We will continue to reach out to our stockholders to gather feedback on executive pay and governance matters as part of our ongoing stockholder engagement process. We appreciate your valuable input.

 

RITE AID CORPORATION   2023 Proxy Statement | 31

The Company faced several challenges in fiscal year 2023 that impacted our financial results, including a reduction in revenue from COVID-19 vaccines and testing, and the loss of a large commercial client at Elixir. However, our executive team demonstrated its resilience by meeting several operational goals, including growing our market share in pharmacy and front-end lines of business, increasing our third-party e-commerce business, launching our first Rx-focused small-format stores, and improving our rebates at Elixir. We also reduced our operating costs through expense control and closing underperforming stores. These accomplishments helped us continue to make progress toward our goal of transforming Rite Aid into a leading pharmacy services company.

To improve financial performance and enhance stockholder value, our leadership team has established a turnaround plan designed to prepare for future challenges and drive earnings growth. We have already demonstrated the potential of this new approach, with fiscal year 2023 fourth quarter results at the higher end of Company guidance, due to positive results in retail pharmacy, non-COVID-19 script growth, expense control and improvement at Elixir.

Given our financial results for fiscal year 2023 were lower than we expected, the Company did not meet the Adjusted EBITDA or Operating Cash Flow threshold performance levels under our annual incentive plan. As a result, our senior leadership team received no annual incentive plan payouts.

In setting the fiscal year 2023 performance targets for the annual incentive plan, the Compensation Committee chose challenging goals to motivate executives to achieve the Company’s short-term financial objectives and enhance stockholder value. Fiscal year 2023 annual incentive plan targets and results were as follows:

•

The Adjusted EBITDA target was set at $520 million, which was above the fiscal year 2022 target of $490 million and the fiscal year 2022 actual performance of $506 million. Actual fiscal year 2023 performance was $429.2 million, which was below the plan’s threshold of $442 million.

​

•

The Operating Cash Flow performance target was set at $8 million based on the financial plan targets. Actual fiscal year 2023 Operating Cash Flow was negative $276.3 million, which was below the threshold of negative $45 million.

​

For the long-term incentive plan, our executives received a combination of time-vested restricted stock (45%) and performance stock units (55%). The performance stock units vest over a three-year period based 75% on meeting three performance goals related to growth: Cumulative Scripts (30%), Elixir membership (30%), and Total Front-end Revenue (15%). These metrics were chosen to provide executives with enhanced line of sight to their goals and to focus the leadership team on growth and profitability. The remaining 25% is based on the Company’s TSR compared to the Russell 3000 Index to enhance alignment of long-term executive pay with stockholder experience.

Consistent with our pay-for-performance philosophy, our named executive officers did not receive an annual incentive plan award for fiscal year 2023.

The Compensation Committee is committed to establishing pay programs that will continue to drive sustainable financial growth and create long-term stockholder value. We value your feedback and appreciate your continued support.

Sincerely,

KATHERINE “KATE” B. QUINN
Compensation Committee Chair

 

32 | RITE AID CORPORATION   2023 Proxy Statement

 

​	33	​	​	COMPENSATION DISCUSSION AND ANALYSIS	​
​	33	​	​	Introduction	​
​	34	​	​	Executive Summary	​
​	34	​	​	Our Company	​
​	34	​	​	Leadership Transition	​
​	34	​	​	Strategy Execution	​
​	34	​	​	Stockholder Vote on Executive Compensation and Stockholder Engagement	​
​	36	​	​	Stockholder Engagement Efforts	​
​	36	​	​	2023 Fiscal Year Key Business Highlights	​
​	38	​	​	Our Executive Compensation Philosophy	​
​	38	​	​	Pay Mix	​
​	39	​	​	Compensation Governance and Best Practices	​
​	39	​	​	Our Fiscal Year 2023 Pay Decisions	​
​	40	​	​	Objectives of Our Executive Compensation Program	​
​	41	​	​	Compensation Committee’s Processes	​
​	41	​	​	Peer Group and Competitive Pay	​
​	43	​	​	Components of Executive Compensation for Fiscal Year 2023	​

​	43	​	​	Base Salary	​
​	44	​	​	Annual Incentive Awards	​
​	48	​	​	Long-Term Incentive Program	​
​	50	​	​	Performance Awards	​
​	50	​	​	2023 Performance-based Units	​
​	51	​	​	2022 Performance-based Units	​
​	51	​	​	2021 Performance-based Units	​
​	52	​	​	Restricted Stock—Awards Under Fiscal Year 2023 Plan	​
​	53	​	​	CEO Transition-Related Compensation Decisions	​
​	53	​	​	Post-Employment and Change in Control Benefits	​
​	53	​	​	Other Benefits	​
​	54	​	​	Deductibility Cap on Executive Compensation	​
​	54	​	​	Policy Regarding Recoupment of Certain Compensation	​
​	54	​	​	Prohibition on Margin Accounts and Hedging and Similar Transactions	​
​	54	​	​	Director and Officer Stock Ownership Guidelines	​

We encourage you to read this Compensation Discussion and Analysis for a detailed discussion and analysis of our fiscal year 2023 executive compensation program for all individuals serving as Chief Executive Officer (“CEO”) during our last completed fiscal year, the Chief Financial Officer (“CFO”) and the three most highly compensated executive officers of the Company other than the CEO and CFO serving as of the end of our last completed fiscal year, as named below. We refer to these individuals throughout this Compensation Discussion and Analysis and the accompanying tables as our “Named Executive Officers” or “NEOs.”