Stock Ownership Guidelines

Rite Aid Corporation (“Company”) Board of Directors believes that Company executives and non-management directors should have a meaningful ownership stake in the Company. This helps underscore the importance of aligning their interest with the long-term interests of our stockholders. Therefore, the Board of Directors adopted formal stock ownership guidelines for the executives and non-management directors listed below.

Position Multiple of Base Salary
Chief Executive Officer 5 times
Chief Operating Officer 3 times
All Senior Executive Vice Presidents 3 times
All Executive Vice Presidents 2 times
All Senior Vice Presidents 1 times
Non-management Directors 5 times
Annual Cash Retainer

Newly appointed executives and Board members have five years from the time they are elected, appointed, or promoted (in the case of incremental guidelines), as the case may be, to meet these guidelines. Once you have achieved the requisite level, ownership of the guideline amount must be maintained for as long as the individual is subject to these guidelines.

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

  • Shares owned outright by the participant and 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 share equivalent per share beneficially owned, and stock options, whether or not vested, count as one-half share equivalent per stock option.

Stock ownership levels will be calculated and reviewed annually and each participant will be notified on an annual basis of their progress toward meeting the guidelines. The Compensation Committee will evaluate whether exceptions should be made for any participant who, due to his or her unique financial circumstances, would incur a hardship by complying with these guidelines.

Updated April 10, 2019