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 o

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o Preliminary Proxy Statement

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

☒ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to Rule 14a-12

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REVLON, INC.

ONE NEW YORK PLAZA
NEW YORK, NY 10004

April 29, 2016

Dear Stockholders:

As Revlon, Inc.’s newly appointed President and Chief Executive Officer (effective as of April 15, 2016), I am pleased to cordially invite you to attend Revlon’s 2016 Annual Stockholders’ Meeting. The 2016 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 9, 2016, at Revlon's Research Center at 2121 Route 27, Edison, NJ 08818.

The matters to be acted upon at the meeting are described in the accompanying Notice of Annual Stockholders’ Meeting and Proxy Statement, which also includes important information that you will need in order to pre-register for admission to the meeting, if you plan to attend in person.

While stockholders may exercise their right to vote their shares in person at the 2016 Annual Meeting, we recognize that many stockholders may not be able to attend the meeting. Accordingly, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how stockholders can access the proxy materials over the Internet and vote electronically.

The Internet Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 2015 Annual Report and a form of proxy card. Our proxy materials are being furnished to Revlon, Inc. stockholders on or about April 29, 2016.

Whether or not you plan to attend the 2016 Annual Meeting, we encourage you to vote your shares, regardless of the number of shares you hold, by utilizing the voting options available to you as described in the Internet Notice and our Proxy Statement. This will not restrict your right to attend the 2016 Annual Meeting and vote your shares in person, if you wish to change your prior vote.

Thank you.

Sincerely yours,

Fabian T. Garcia
President and Chief Executive Officer

REVLON, INC.
ONE NEW YORK PLAZA
NEW YORK, NY 10004

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

To Revlon, Inc. Stockholders:

The 2016 Annual Stockholders’ Meeting of Revlon, Inc. (the “Company”) will be held at 10:00 a.m., Eastern Time, on Thursday, June 9, 2016, at Revlon’s Research Center at 2121 Route 27, Edison, NJ 08818. The following proposals will be voted on at the 2016 Annual Meeting:

A Proxy Statement describing the matters to be considered at the 2016 Annual Meeting accompanies this notice. Only stockholders of record of the Company’s Class A Common Stock at 5:00 p.m., Eastern Time, on April 13, 2016 are entitled to notice of, and to vote at, the 2016 Annual Meeting and at any adjournments of such meeting.

For at least 10 days prior to the 2016 Annual Meeting, a list of stockholders entitled to vote at the 2016 Annual Meeting will be available for inspection during normal business hours at the offices of the Company’s Secretary at One New York Plaza, 49^th Floor, New York, NY 10004. Such list also will be available at the 2016 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials:

Our Proxy Statement and 2015 Annual Report are available to stockholders over the Internet. We have furnished the Company’s stockholders with a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) informing them of their ability to access the proxy materials on the Internet.

Stockholders who have a request for paper copies on file with our transfer agent or their broker will receive paper copies of our proxy materials in the mail. A paper copy of our proxy materials may be requested through one of the methods described in the Internet Notice. Our Proxy Statement, including the Notice of Annual Stockholders’ Meeting, and our 2015 Annual Report are available at www.proxyvote.com (where stockholders may also vote their shares over the Internet) and at www.revloninc.com.

Whether or not you plan to attend the 2016 Annual Meeting, your vote is important. Please promptly submit your proxy by Internet, telephone or mail by following the instructions found on your Internet Notice or proxy card. Your proxy can be withdrawn by you at any time before it is voted at the 2016 Annual Meeting.

If you plan to attend the 2016 Annual Meeting in person, you should check the appropriate box on your proxy card or, if you are voting on the Internet, indicate when prompted that you will attend in person. To be admitted to the 2016 Annual Meeting, you will need to present valid picture identification, such as a driver’s license or passport.

If your shares are held other than as a stockholder of record (such as beneficially through a brokerage, bank or other nominee account), to be admitted to the 2016 Annual Meeting you will also need to present original documents (not copies) to evidence your stock ownership as of the April 13, 2016 record date, such as an original of a legal proxy from your bank or broker or your brokerage account statement demonstrating that you held the Company’s Class A Common Stock in your account on the April 13, 2016 record date.

For admission to the 2016 Annual Meeting, you may present an original voting instruction form issued by your bank or broker, demonstrating that you held the Company’s Class A Common Stock in your account on the April 13, 2016 record date, if you did not already return such form to your bank or broker. Copies and “Requests for Admission” will not be accepted. Please see our Proxy Statement for information on how to pre-register for the meeting, should you wish to attend.

To expedite the admission registration process, we encourage stockholders to follow the pre-registration procedures set forth in this Proxy Statement.

Thank you.

By Order of the Board of Directors

Michael T. Sheehan
Senior Vice President, Deputy General Counsel
and Secretary

April 29, 2016

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained in this Proxy Statement. For more information, you should carefully read and consider the entire Proxy Statement, as well as the Company’s 2015 Annual Report, before voting on the matters presented in this Proxy Statement.

Board Nominees

The following table provides summary information about each Director nominee. Each Director is elected annually by a plurality of the votes cast by the Company’s stockholders.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

and such other business as may properly come before the 2016 Annual Meeting. The approximate date of making these proxy materials available to you is April 29, 2016.

In accordance with SEC rules and regulations, instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at our 2016 Annual Meeting, we are making the proxy materials and our 2015 Annual Report available to our stockholders on the Internet. On or about April 29, 2016, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”).

The Internet Notice contains instructions on how stockholders may access and review our proxy materials and our 2015 Annual Report on the Internet and vote electronically, as well as instructions on how stockholders can request a paper copy of our proxy materials, including the 2016 Proxy Statement, the 2015 Annual Report and a form of proxy card. Unless you already had a request for paper copies on file with our transfer agent or your broker, you will not receive a printed copy of the proxy materials. Instead, the Internet Notice will instruct you as to how you may access and review the proxy materials and submit your vote on the Internet. If you would like to receive a printed copy of the proxy materials, please follow the instructions in the Internet Notice.

Important Notice Regarding the Availability of Proxy Materials for the June 9, 2016 Annual
Stockholders’ Meeting:

Our 2016 Proxy Statement, the Notice of Annual Stockholders’ Meeting and our 2015 Annual Report are available at www.proxyvote.com and at www.revloninc.com. Stockholders may also vote their shares at www.proxyvote.com.

K. Kretzman, Ceci Kurzman, Paul M. Meister, Tamara Mellon, Debra Perelman, Paul G. Savas, Barry F. Schwartz and Cristiana Falcone Sorrell. If any nominee is unable or declines unexpectedly to stand for election as a director at the 2016 Annual Meeting, the Board of Directors may by resolution provide for a lesser number of directors or designate substitute nominees and proxies will be voted for any such substitute nominee;

Internet. To vote through the Internet, go to www.proxyvote.com and follow the steps on the secure website. You should have your Internet Notice or your proxy card available, as you will need to reference your assigned Control Number(s). You may vote on the Internet up until 11:59 p.m. Eastern Time on June 8, 2016, which is the day before the June 9, 2016 Annual Meeting. If you vote by the Internet, you do not need to return your proxy card, although you can use it later to change your Internet vote.

Telephone. You may vote by telephone by calling the toll-free number on your proxy card up until 11:59 p.m., Eastern Time, on June 9, 2016 and following the pre-recorded instructions. You should have your Internet Notice or your proxy card available when you call, as you will need to reference your assigned Control Number(s). If you vote by telephone, you do not need to return your proxy card, although you can use it later to change your telephone vote.

Mail. If you receive paper copies of the proxy materials by mail, you may vote by mail by marking your proxy card, dating and signing it, and returning it in the postage-prepaid envelope provided, or to Vote Processing (Revlon), c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. You should return your completed proxy card so that Broadridge receives it prior to the closing of the voting polls for the June 9, 2016 Annual Meeting.

In Person. You may vote your shares in person by attending the 2016 Annual Meeting and submitting a valid proxy at the meeting. If you are a “registered owner” or “record holder” (i.e., you are listed as a stockholder on the books and records of our transfer agent), you may vote in person by submitting your proxy card or casting a ballot furnished by the Company at the 2016 Annual Meeting prior to the closing of the polls. If you are a “beneficial owner” (i.e., your shares are held by a nominee, such as a bank or broker or in “street name”), you may not vote your shares in person at the 2016 Annual Meeting unless you obtain and present to the Company an original legal proxy from your bank or broker authorizing you to vote the shares. Copies and “Requests for Admission” will not be accepted.

Voting, Generally. All shares that have been voted properly by an unrevoked proxy will be voted at the 2016 Annual Meeting in accordance with your instructions. In relation to how your proxy will be voted, see “How will my proxy be voted?” below.

If you are a “beneficial owner” because your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive instructions on how to vote from your bank, broker or other record holder. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, the broker may vote your shares only with respect to Proposal No. 2 (the ratification of the Audit Committee’s selection of the Company’s independent registered public accounting firm), which is considered a “routine” matter, and not with respect to Proposal No. 1 (Election of Directors) or Proposal No. 3 (Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan).

Broker non-votes will be counted towards determining whether or not a quorum is present. With respect to Proposal No. 1 (Election of Directors) and Proposal No. 3 (Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan), because broker non-votes are not voted affirmatively or negatively, they will have no effect on the approval of either of these proposals.

Although we are not aware of any other matter that will be properly presented at the 2016 Annual Meeting, if any other matter is properly presented, the persons designated by the Company as proxies may vote on such matters in their discretion.

If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or nominee to change or revoke your vote.

To revoke a vote previously submitted electronically through the Internet or by telephone, you may simply vote again at a later date, using the same procedures, in which case the later submitted vote will be recorded and the earlier vote revoked.

401(k) Plan participants must submit their voting instructions to the trustee of our 401(k) Plan in accordance with the instructions included with the proxy card or Internet Notice so that they are received by 11:59 p.m. Eastern Time on May 24, 2016 to allow the trustee time to receive such voting instructions and vote on behalf of participants in the 401(k) Plan. Voting instructions received from 401(k) Plan participants after this deadline, under any method, will not be considered timely and will be voted by the trustee at the 2016 Annual Meeting in the manner described in the previous paragraph.

To attend the 2016 Annual Meeting, please follow these instructions:

identification, such as a driver’s license or passport, as well as original proof of your ownership of shares of the Company’s Class A Common Stock as of 5:00 p.m., Eastern Time, on the April 13, 2016 record date. As noted, you will need to present original evidence of your stock ownership, such as an original of a legal proxy from your bank or broker or your brokerage account statement, demonstrating that you held the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 13, 2016 record date. “Requests for Admission” will not be accepted. If you did not already return it to your bank or broker, you must also present an original voting instruction form issued by your bank or broker, demonstrating that you held the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 13, 2016 record date.

In order to ensure the safety and security of our meeting attendees, packages and bags may be inspected and may have to be checked and, in some cases, may not be permitted. We thank you in advance for your cooperation with these security measures.

REVLON, INC.

PROXY STATEMENT
Annual Stockholders’ Meeting
to be held on June 9, 2016

This Proxy Statement is being furnished on or about April 29, 2016 by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Revlon, Inc. (the “Company” or “Revlon”) in connection with the solicitation of proxies to be voted at the 2016 Annual Stockholders’ Meeting (the “2016 Annual Meeting”). The 2016 Annual Meeting is scheduled to be held at 10:00 a.m., Eastern Time, on Thursday, June 9, 2016, at Revlon’s Research Center at 2121 Route 27, Edison, NJ 08818, and at any adjournments of such meeting. The 2015 Annual Report furnished with our Proxy Statement does not form any part of the material for the solicitation of proxies.

We are providing our stockholders with access to our proxy materials over the Internet, rather than only in paper form. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Internet Notice”), rather than a printed copy of the proxy materials, to our stockholders of record as of April 13, 2016. You will not receive a printed copy of the proxy materials unless you already had a request for paper copies on file with our transfer agent or your broker. If you want to receive paper copies of the proxy materials, you must request them through one of the methods identified elsewhere in this Proxy Statement or in the Internet Notice. There is no charge imposed by the Company for paper copies. Our proxy materials, including the Internet Notice, are being made available to stockholders entitled to vote at the 2016 Annual Meeting.

At the 2016 Annual Meeting, the Company’s stockholders will be asked to:

The Company’s principal executive offices are located at One New York Plaza, New York, NY 10004, and its main telephone number is (212) 527-4000.

Required Identification and Other Instructions for Attendees at the 2016 Annual Meeting

In order to be admitted to the 2016 Annual Meeting in person, you should check the appropriate box on your proxy card indicating that you intend to attend in person. If you are voting electronically, please indicate that you will attend the 2016 Meeting in person when prompted during the Internet voting process. To attend the 2016 Annual Meeting in person, you will need to present valid picture identification, such as a driver’s license or passport, as well as original proof of ownership of shares of the Company’s Class A Common Stock as of 5:00 p.m., Eastern Time, on the April 13, 2016 record date.

If your shares are held other than as a stockholder of record (such as beneficially through a brokerage, bank or other nominee account), you will need to present original documents to evidence your stock ownership as of 5:00 p.m., Eastern Time, on the April 13, 2016 record date, such as an original of a legal proxy from your bank or broker or your brokerage account statement demonstrating that you held the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 13, 2016 record date. If you did not already return it to your bank or broker, you will need to present an original voting instruction form issued by your bank or broker demonstrating that you held the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 13, 2016 record date. Copies and “Requests for Admission” will not be accepted.

To expedite the admission registration process at the 2016 Annual Meeting, we encourage stockholders to pre-register by phone by calling Mara E. Case, Legal Assistant, at (212) 527-5308, Monday through Friday from 9:00 a.m. through 5:00 p.m., Eastern Time, up until 10:00 a.m., Eastern Time, on Wednesday, June 8, 2016 (the day before the 2016 Annual Meeting). Stockholders pre-registering by phone will be admitted to the meeting by presenting valid picture identification and, if your shares are held in a brokerage account or by another nominee, original evidence of your stock ownership as of the April 13, 2016 record date. Directions to the location of the 2016 Annual Meeting are available on various Internet travel sites.

In order to ensure the safety and security of our 2016 Annual Meeting, packages and bags may be inspected and may have to be checked and, in some cases, may not be permitted. We thank you in advance for your cooperation with these security measures.

Solicitation and Voting of Proxies; Revocation

Unless properly revoked, all proxies properly submitted to the Company will be voted on all matters presented at the 2016 Annual Meeting in accordance with the instructions given by the person executing or electronically submitting the proxy. In the absence of instructions, such proxies will be voted:

The Company has no knowledge of any other matters to be brought before the meeting. The deadline for receipt by the Company of stockholder proposals for inclusion in the proxy materials for presentation at the 2016 Annual Meeting was December 23, 2015. The Company did not receive any stockholder proposals required to be included in these proxy materials.

Pursuant to the Company’s By-laws, in order for stockholders to properly bring any business before the 2016 Annual Meeting that is not otherwise set forth in this proxy statement, notice of such business must have been received by the Company between March 6, 2016 and April 5, 2016 and not subsequently withdrawn. Such notices must include, among other things: (i) information regarding the proposed business to be brought before the meeting; (ii) the identity of the stockholder proposing the business; and (iii) the class of the Company’s shares which are owned beneficially or of record by such stockholder. The Company did not receive notification of any such matters. As a general matter, if any matters are properly presented before the 2016 Annual Meeting for action, in the absence of other instructions, it is intended that the persons named by the Company and acting as proxies will vote in accordance with their discretion on such matters.

The submission of a signed or validly submitted electronic proxy will not affect a stockholder’s right to change such vote, attend and/or vote in person at the 2016 Annual Meeting. Stockholders who execute a proxy or validly submit an electronic vote may revoke it at any time before it is voted at the 2016 Annual Meeting. Such revocations may be made by: (i) filing a written revocation or written notice of change, as the case may be, with the Company’s Secretary at One New York Plaza, 49^th Floor, New York, NY 10004, Attention: Michael T. Sheehan, which must be received before the original proxy is voted at the 2016 Annual Meeting; (ii) executing and delivering a proxy bearing a later date to the Company’s Secretary at One New York Plaza, 49^th Floor, New York, NY 10004, Attention: Michael T. Sheehan, which must be received before the original proxy is voted at the 2016 Annual Meeting; or (iii) attending the 2016 Annual Meeting and voting in person.

To revoke a proxy previously submitted electronically through the Internet or by telephone, you may simply vote again at a later date, using either of those procedures, or submit a properly completed original proxy reflecting your changed vote. In such case, the later submitted vote will be recorded and the earlier vote revoked.

Record Date; Voting Rights

Only holders of record of shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), at 5:00 p.m., Eastern Time, on April 13, 2016 (the “Record Date”) will be entitled to notice of and to vote at the 2016 Annual Meeting or at any adjournments of such meeting. On the Record Date, there were issued and outstanding 52,571,141 shares of the Company’s Class A Common Stock, each of which is entitled to one vote. Such shares represent all of the Company’s issued and outstanding shares of voting capital stock as of such date.

As of the Record Date, Mr. Ronald O. Perelman, Chairman of the Company’s Board of Directors, indirectly through MacAndrews & Forbes Incorporated, of which Mr. Perelman is the sole stockholder (together with certain of its affiliates (other than the Company and its subsidiaries), “MacAndrews & Forbes”), beneficially owned 40,669,640 shares of the Company’s Class A Common Stock, representing approximately 77% of the voting power of such stock.

The presence in person or by duly submitted proxy of the holders of a majority of the total number of votes of the Company’s Class A Common Stock entitled to vote at the 2016 Annual Meeting is necessary to constitute a quorum to transact business at the meeting. Abstentions will be included in the calculation of the number of shares present at the 2016 Annual Meeting for the purposes of determining a quorum.

As there is at least one “routine” matter (under applicable NYSE rules) for consideration at the 2016 Annual Meeting, “broker non-votes,” if any, will also be included in the calculation of the number of shares present at the 2016 Annual Meeting for the purposes of determining a quorum. “Broker non-votes” are shares held by a broker, trustee or nominee that are not voted because the broker, trustee or nominee does not have discretionary voting power on a particular proposal and does not receive voting instructions from the beneficial owner of the shares.

Brokers will not be allowed to vote shares as to which they have not received voting instructions from the beneficial owner with respect to Proposal No. 1 (Election of Directors) or Proposal No. 3 (Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan). Accordingly, broker non-votes will not be counted as a vote for or against either of these proposals.

For shares as to which brokers have not received voting instructions from the beneficial owner, brokers will be able to vote on Proposal No. 2 (ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2016), as this is considered a “routine” matter under applicable NYSE rules for which brokers have discretionary voting power.

MacAndrews & Forbes has informed the Company that it will duly submit proxies:

Accordingly, with MacAndrews & Forbes’ vote, there will be a quorum for the 2016 Annual Meeting. MacAndrews & Forbes’ vote will also be sufficient, without the concurring vote of any of the Company’s other stockholders, to approve and adopt Proposal Nos. 1, 2 and 3.

If shares of Class A Common Stock are held as of the Record Date for the account of participants under the Revlon Employees’ Savings, Investment and Profit Sharing Plan (the “401(k) Plan”), the 401(k) Plan trustee will vote those shares pursuant to the instructions given by the 401(k) Plan participants on their respective voting instruction forms. If the 401(k) Plan trustee does not otherwise receive voting instructions for shares held on account of a 401(k) Plan participant, the 401(k) Plan trustee, in accordance with the 401(k) Plan trust agreement, will vote any such unvoted shares in the same proportion as it votes those shares allocated to 401(k) Plan participants’ accounts for which voting instructions were received by the trustee.

401(k) Plan participants must cast their votes in accordance with the instructions provided in the proxy materials so that they are received by the 401(k) Plan trustee by 11:59 p.m. Eastern Time on May 24, 2016 to allow the 401(k) Plan trustee time to receive such voting instructions and vote on behalf of 401(k) Plan participants. Voting instructions received from 401(k) Plan participants after this deadline, under any method, will not be considered timely and will be voted by the 401(k) Plan trustee at the 2016 Annual Meeting in the manner described in this paragraph above.

Only holders of record of shares of the Company’s Class A Common Stock on the Record Date will be entitled to notice of and to vote at the 2016 Annual Meeting or at any adjournments of such meeting. Stockholders will be entitled to vote the number of Class A Common Stock held by them on the Record Date.

Distribution of Proxy Materials; Costs of Distribution and Solicitation; Interest of Certain Persons in Matters to Be Acted Upon

The accompanying form of proxy is being solicited on behalf of the Company’s Board of Directors. The Company will bear all costs in connection with preparing, assembling and furnishing this Proxy Statement and related materials. Such costs include reimbursing banks, brokerage houses and other custodians, nominees, agents and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. The Company engaged Broadridge to assist it in distributing and hosting on the Internet proxy materials and providing Internet and telephone voting for the 2016 Annual Meeting. The estimated fee for Broadridge’s services is approximately $11,000, plus out-of-pocket expenses, such as postage.

The Company’s employees, including its NEOs, have received, in the past, and may receive, in the future, performance-based incentive compensation grants under an annual bonus program and/or a long-term incentive program, in each case under the Revlon Amended and Restated Executive Incentive Compensation Plan, which is being submitted for stockholder approval as Proposal No. 3 under this Proxy Statement. The annual cash bonuses are contingent upon the Compensation Committee reviewing and certifying the extent to which the Company achieves its annual performance objectives (which objectives are also reviewed and approved by the Compensation Committee), as well as the Compensation Committee’s reviewing and certifying management’s assessment of the extent to which the executive achieved a certain performance rating under the Company’s annual management review process. The awards under the long-term incentive program are also contingent upon the Compensation Committee reviewing and certifying the extent to which the Company achieved its performance objectives during the applicable performance period (which objectives are also reviewed and approved by the Compensation Committee), as well as the Compensation Committee’s reviewing and certifying management’s assessment of each NEO having achieved a satisfactory performance rating under the Company’s annual management review process during each year of the respective LTIP’s performance period. For further information of the benefits under the Revlon Amended and Restated Executive Incentive Compensation Plan, see Proposal No. 3 (Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan): “DESCRIPTION OF THE PLAN’S TERMS” and “NEW PLAN BENEFITS TABLE.”

Householding of Stockholder Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” stockholder materials, such as proxy statements, information statements and annual reports. This means that only one copy of our Internet Notice or proxy materials may have been sent to multiple stockholders in your household, if any. We will promptly deliver a separate copy of our Internet Notice or the 2016 proxy materials to you if you write us at the following address: Revlon, Inc., Investor Relations Department, One New York Plaza, New York, NY 10004; or our proxy distributor at the following address: Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you want to receive separate copies of the stockholder materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address. In the interest of reducing costs and promoting environmental responsibility, we encourage our stockholders to review electronic versions of our proxy materials, via the Internet.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Pursuant to the Company’s By-laws, the Board of Directors has fixed the number of directors at 13 effective as of the date of the 2016 Annual Meeting. The 13 directors nominated for election by the Board of Directors will be elected at the 2016 Annual Meeting to serve until the Company’s next annual stockholders’ meeting and until their successors are duly elected and shall have been qualified. All director nominees, if elected, are expected to serve until the next annual stockholders’ meeting. Messrs. Delpani and Kennedy are not standing for re-election at the 2016 Annual Meeting.

The Board of Directors has been informed that all of the nominees are willing to serve as directors. If, however, any of them should decline or be unable to serve, the Board of Directors may by resolution provide for a lesser number of directors or designate substitute nominees. In such case, the individuals appointed as proxies will vote as directed as to the election of any such substitute nominee. The Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve.

Vote Required and Board of Directors’ Recommendation (Proposal No. 1)

The election to the Board of Directors of each of the 13 nominees identified in this Proxy Statement requires the affirmative vote of a plurality of the votes cast by the holders of the Company’s Class A Common Stock present in person or represented by proxy at the 2016 Annual Meeting and entitled to vote. Unless such proxies are revoked, with respect to Proposal No. 1, all proxies properly submitted to the Company will be voted in accordance with the instructions given by the person submitting such proxy. In the absence of such instructions, such proxies will be voted FOR the election of each of the 13 nominees identified in this Proxy Statement to the Board of Directors.

Brokers do not have the ability to vote on “non-routine” matters, including the election of directors, as to shares for which they have not received voting instructions from the beneficial owner. In light of the application of plurality voting to the election of Directors, when tabulating the vote and determining whether a Director nominee has received the requisite number of affirmative votes, abstentions and broker non-votes will not count as a vote for or against a Director nominee.

MacAndrews & Forbes has informed the Company that it will vote FOR the election of each of the 13 nominees identified in this Proxy Statement to the Board of Directors. MacAndrews & Forbes’ affirmative vote is sufficient, without the concurring vote of the Company’s other stockholders, to elect each of the Director nominees at the 2016 Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 13 NOMINEES IDENTIFIED BELOW TO THE BOARD OF DIRECTORS.

Nominees for Election as Directors

The name, age (as of December 31, 2015), principal occupation for the last 5 years, public company board service for the last 5 years, selected biographical information and period of service as a Company Director for each of the Director nominees for election follow:

Mr. Perelman (72) has been Chairman of the Board of Directors of the Company and of Revlon Consumer Products Corporation, the Company’s wholly-owned operating subsidiary (“Products Corporation”), since June 1998 and a Director of the Company and of Products Corporation since their respective formations in 1992. Mr. Perelman has been Chairman of the Board and Chief Executive Officer of MacAndrews & Forbes, a company that acquires and manages a diversified portfolio of private and public companies, and certain of its affiliates since 1980. Mr. Perelman has also served as Chairman of the Board of Directors of Scientific Games Corporation (“Scientific Games”) since November 2013. Mr. Perelman has served on the Boards of Directors of the following companies which were required to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or were registered investment companies under the Investment Company Act of 1940 (in either case, referred to herein as “public reporting companies”) within the last 5 years: the Company (1992 – present); Products Corporation (1992 – present); Scientific Games (2003 – present) and M & F Worldwide Corp. (“M & F Worldwide”) (1995 – 2011), a holding company which ceased to be a publicly-traded company in December 2011.

Mr. Bernikow (75) has been a Director of the Company and of Products Corporation since September 2003, and serves as Chairman of the Company’s Audit Committee and Chairman of the Company’s Compensation Committee. From 1998 until his retirement in May 2003, Mr. Bernikow served as the Deputy Chief Executive Officer of Deloitte & Touche LLP (“D&T”). Prior to that, Mr. Bernikow held various senior executive positions at D&T and various of its predecessor companies, which he joined in 1977. Previously, Mr. Bernikow was the National Administrative Partner in Charge for the accounting firm, J.K. Lasser & Company, which he joined in 1966. Mr. Bernikow has served on the Boards of Directors or Trustees of the following public reporting companies within the last 5 years: the Company (2003 – present); Products Corporation (2003 – present); Destination XL Group, Inc. (“Destination XL”) (formerly known as Casual Male Retail Group, Inc.) (2003 – present); Mack-Cali Realty Corporation (“Mack-Cali”) (2004 – present), for which he also currently serves as Chairman of its audit committee; FCB Financial Holdings, Inc. (“FCB Financial”) (2010 – present), for which he also currently serves as Chairman of its audit committee; and certain funds (the “UBS Funds”) for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates, serves as investment advisor, sub-advisor or manager (2005 – present), and for which he serves as Chairman of its audit committee.

Mr. Dinh (47) has been a Director of the Company and of Products Corporation since June 2012, including serving as a member of the Company’s Audit Committee since June 2015. Mr. Dinh is the founding partner of Bancroft

PLLC, a law and strategic consulting firm which he founded in 2003. Mr. Dinh also serves as the General Counsel and Corporate Secretary of Strayer Education, Inc., an education services holding company that owns Strayer University, a holding company that he joined in 2010. In addition, Mr. Dinh has served as a Professional Lecturer in Law and a Distinguished Lecturer in Government at Georgetown University since 2014. Previously, Mr. Dinh served as a tenured law professor at Georgetown University from 1996 to 2014. From 2001 to 2003, Mr. Dinh served as Assistant Attorney General for Legal Policy at the U.S. Department of Justice. Mr. Dinh has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (2012 – present); Products Corporation (2012 – present); Twenty-First Century Fox, Inc. (2013 – present), for which he also serves as a member of its audit committee; News Corporation (2004 – 2013); M & F Worldwide (2007 – 2011) (which ceased to be a publicly-traded company in December 2011) and The Orchard, Inc. (2007 – 2010).

Professor Feldberg (73) has been a Director of the Company since February 1997 and serves as a member of the Company’s Audit Committee. Professor Feldberg has been a Senior Advisor with Morgan Stanley since March 2005 and has been the Dean Emeritus and the Professor of Leadership and Ethics at Columbia Business School, since July 2004. Professor Feldberg also serves as an Advisory Director of Welsh, Carson, Anderson & Stowe, a private equity investment firm. He was the Dean of Columbia Business School from July 1989 through June 2004. Professor Feldberg served as the President of NYC Global Partners, an office in the New York City Mayor’s office that manages the relationships between New York City and other cities around the world, from 2007 to 2013. Professor Feldberg has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (1997 – present); Macy’s, Inc. (1992 – present); UBS Funds (2001 – present); PRIMEDIA Inc. (1997 – 2011); and Sappi Limited (2002 – 2012).

Mr. Garcia (56) has served as the Company’s and Products Corporation’s President and Chief Executive Officer since April 15, 2016. Prior to joining the Company, Mr. Garcia served in senior executive positions at the Colgate-Palmolive Company, including most recently as its Chief Operating Officer, Global Innovation and Growth, Europe/South Pacific & Hill’s Pet Nutrition, a position he held since 2010, with expanded responsibility for Hill’s Pet Nutrition beginning in 2012. From 2007 to 2010, Mr. Garcia was EVP, President, Colgate-Latin America & Global Sustainability. Mr. Garcia joined Colgate in 2003 as President, Colgate-Asia Pacific. Prior to joining Colgate, Mr. Garcia was Senior Vice President of International Operations at the Timberland Company. Mr. Garcia has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (April 2016 – present); Products Corporation (April 2016 – present) and Kimberly-Clark Corporation (2011 – present).

Mr. Kretzman (64) has been a Company Director since October 2013, and serves as a member of the Company’s Compensation Committee. Mr. Kretzman retired as the Company’s Executive Vice President on December 31, 2013 following a 25-year career with the Company. Most recently, Mr. Kretzman served as the Company’s and Products Corporation’s Executive Vice President from October 2013 to December 2013 and as the Company’s and Products Corporation’s Executive Vice President and Chief Administrative Officer from November 2010 to September 2013. Formerly, he served as the Company’s and Products Corporation’s General Counsel from January 2000 to March 2011; Chief Legal Officer from December 2003 to November 2010; and Executive Vice President, Human Resources from October 2006 to November 2010. Mr. Kretzman formerly served as the Company’s and Products Corporation’s Secretary from September 1992 to June 2009. Mr. Kretzman served as the Company’s and Products Corporation’s Senior Vice President and General Counsel from January 2000 until December 2003. Prior to becoming General Counsel, Mr. Kretzman served as Senior Vice President and Deputy General Counsel from March 1998 to January 2000; as Vice President and Deputy General Counsel from January 1997 to March 1998; and as Vice President, Law from September 1992 to January 1997. Mr. Kretzman joined the Company in 1988 as Senior Counsel responsible for mergers and acquisitions. Mr. Kretzman also served as the Company’s Corporate Compliance Officer from January 2000 through March 2012. Mr. Kretzman is currently a member of the board of directors for several non-profit organizations that provide charitable services to his local community. Mr. Kretzman has served on the Board of Directors of the following public reporting company within the last 5 years: the Company (2013 – present).

Ms. Kurzman (45) has been a Company Director since February 2013, and serves as a member of the Company’s Compensation Committee. Ms. Kurzman serves as President of Nexus Management Group, Inc., a talent representation and consulting group which she founded in 2004. Prior to founding Nexus Management, Ms. Kurzman joined Epic/Sony Music in 1997 as Vice President of Worldwide Marketing and held positions of increasing responsibility there until 2004. From 1992 to 1997, Ms. Kurzman held positions of increasing responsibility at Arista Records, including serving as Director of Artist Development. Ms. Kurzman has served on the Board of Directors of the following public reporting company within the last 5 years: the Company (2013 – present).

Mr. Meister (63) has served as President of MacAndrews & Forbes since 2014. He is also Co-Founder, and since 2008, Chief Executive Officer, of Liberty Lane Partners, a private investment company with investments in healthcare, technology and distribution-related industries, and Co-Founder and, since 2007, Vice Chair, at Perspecta Trust, a trust company that provides trust and investment services. From 2010 to 2014, Mr. Meister served as Chairman, and from 2011 to 2014 also as Chief Executive Officer, of inVentiv Health, a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries. Until 2007, he was Chairman of the Board of Thermo Fisher Scientific Inc., a provider of products and services to businesses and institutions in the field of science, which was formed by the merger of Fisher Scientific International Inc. and Thermo Electron Corporation in November 2006. Mr. Meister was Vice Chairman of Fisher Scientific International, Inc. from 2001 to 2006 and served as its Chief Financial Officer from 1991 to 2001. Mr. Meister is a member of the Board of Directors of LKQ Corporation, Inc., a leading distributor of vehicle products; Scientific Games Corporation, which provides customized, end-to-end solutions to the gaming industry; Quanterix Corporation, a developer of ground-breaking tools in high definition diagnostics; vTv Therapeutics Inc., a clinical stage biopharmaceutical company focusing on treatments for alzheimers and diabetes; and inVentiv Health. During the last 5 years, he has also served as a member of the Board of Directors of M & F Worldwide, a holding company that holds various businesses that is controlled by affiliates of MacAndrews & Forbes (which ceased to be a publicly-traded company in December 2011). Mr. Meister is Co-Chair of the University of Michigan’s Life Sciences Institute External Advisory Board and serves on the Executive Advisory Board of the Chemistry of Life Processes Institute at Northwestern University.

Ms. Mellon (48) has been a Company Director since August 2008. Ms. Mellon has served as the President of TMellon Enterprises LLC since 2011. In 1996, Ms. Mellon founded and until November 2011 served in a senior executive capacity with J. Choo Limited, a manufacturer and international retailer of women’s shoes and accessories based in London, England, including serving most recently as its Chief Creative Officer. Prior to that, Ms. Mellon served as accessories editor for British Vogue magazine, since 1990, and previously held positions at Mirabella magazine and Phyllis Walters Public Relations. Ms. Mellon also serves on the Board of Directors and on the Creative Advisory Board of The H Company Holdings, LLC, a privately held holding company which owns and manages the Halston fashion design company. Ms. Mellon has served on the Board of Directors of the following public reporting company within the last 5 years: the Company (2008 – present).

Ms. Perelman (42) has been a Company Director since June 2015. Ms. Perelman has been Executive Vice President, Strategy and New Business Development, of MacAndrews & Forbes since 2014. Ms. Perelman joined MacAndrews & Forbes in 2004 as Vice President and served as a Senior Vice President from 2008 to 2014. Prior to joining MacAndrews & Forbes, Ms. Perelman held various positions at the Company in corporate finance and brand marketing. Ms. Perelman also serves as a founding member and Vice Chairman of the Child Mind Institute, an Advisory Board member for the Social Enterprise Program at Columbia Business School, as a trustee of the NYU Langone Medical Center and as a trustee of the Children’s Museum of the Arts. Ms. Perelman is the daughter of the Company’s Chairman of the Board. Ms. Perelman has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (2015 – present) and Scientific Games (2014 – 2015).

Mr. Savas (53) has been Executive Vice President and Chief Financial Officer of MacAndrews & Forbes since 2007. Mr. Savas has also served as Executive Vice President and Chief Financial Officer of M&F Worldwide Corp. since 2006. Mr. Savas previously served as Director of Corporate Finance, and in various positions of increasing responsibility, at MacAndrews & Forbes since 1994. Mr. Savas has served on the Boards of the following public reporting companies within the last 5 years: vTv Therapeutics Inc. (2015 – present); Harland Clarke Holdings Corp. (2006 – present) and SIGA Technologies, Inc. (2004 – present).

Mr. Schwartz (66) has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Executive Vice Chairman of MacAndrews & Forbes since October 2007. Mr. Schwartz served as Senior Vice President of MacAndrews & Forbes from 1989 to 1993 and as Executive Vice President and General Counsel of MacAndrews & Forbes and various of its affiliates from 1993 to 2007. Mr. Schwartz serves as a Trustee of the City University of New York, served as Chairman of the Board of Trustees of Kenyon College and continues as a member of the Board, served as a member of the Board of Visitors of the Georgetown University Law Center until October 2015; a member of the Board of Trustees of the NYU Langone Medical Center; and a member of the Board of Directors of each of the following civic organizations: Jazz at Lincoln Center, New York City Center and Human Rights First. Mr. Schwartz has served on the Boards of Directors of the

following public reporting companies within the last 5 years: the Company (2007 – present); Products Corporation (2004 – present); Scientific Games (2003 – present); Harland Clarke Holdings Corp. (2005 – 2014); and M & F Worldwide (2008 – 2011) (which ceased to be a publicly-traded company in December 2011).

Ms. Falcone Sorrell (42) has been a Company Director since March 2014. She serves as Senior Advisor to the Chairman at the World Economic Forum, a position she has held since 2009. From 2010 to 2014, Ms. Falcone Sorrell served as Principal Consultant, Office of Outreach and Partnership for the Inter-American Development Bank. Prior to joining the World Economic Forum in 2004, Ms. Falcone Sorrell held positions at the International Labor Organization from 2002 to 2004 and Shell London Ltd. from 2001 to 2002. Ms. Falcone Sorrell has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (2014 – present) and Viacom, Inc. (2013 – present).

CORPORATE GOVERNANCE

Board of Directors and its Committees

Board Size and Committees

The Board currently consists of 13 directors. Following the 2016 Annual Meeting, and assuming all director nominees named in Proposal No. 1 (Election of Directors) are elected, we expect the Board will continue to consist of 13 directors. Messrs. Delpani and Kennedy are not standing for re-election at the 2016 Annual Meeting. The Board of Directors currently has the following standing committees: the Audit Committee and the Compensation Committee. Each of these committees and their functions are described in further detail below. Following the 2015 Annual Meeting, the Board took advantage of the “controlled company” exemption from the requirement to have a nominating and corporate governance committee, and the Board, the Audit Committee and the Compensation Committee each assumed certain functions that were formerly carried out by the Company’s now-disbanded Nominating and Corporate Governance Committee.

“Controlled Company” Exemption

The Company is a “controlled company” (i.e., one in which more than 50% of the voting power for the election of directors is held by an individual, a group or another company) within the meaning of New York Stock Exchange (the “NYSE”) rules. Accordingly, the Company is not required to have a majority of independent directors, a nominating and corporate governance committee or a compensation committee (each of which committees, under the NYSE’s rules, would otherwise be required to be comprised entirely of independent directors). The Company currently avails itself of the NYSE’s “controlled-company” exemption from the requirement to have a majority of independent directors and the requirement to have a nominating and corporate governance committee.

The Board has determined that of the director nominees listed in this Proxy Statement, Messrs. Bernikow, Dinh and Feldberg and Mses. Kurzman, Mellon and Falcone Sorrell qualify as independent directors under Section 303A.02 of the NYSE Listed Company Manual (the “NYSE Manual”) and under the Revlon, Inc. Board Guidelines for Assessing Director Independence (the “Independence Guidelines”). The Independence Guidelines are available at www.revloninc.com under the heading Investor Relations - Corporate Governance.

Even though as a “controlled company,” the Company is not required to have a Compensation Committee (which, under NYSE rules, would otherwise be required to be comprised entirely of independent directors), the Board does maintain a Compensation Committee. The Compensation Committee is currently comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Perelman. The Board has determined that Mr. Bernikow and Ms. Kurzman qualify as independent directors under Section 303A.02 of the NYSE Manual and under the Independence Guidelines. The Board has also determined that Messrs. Bernikow and Kretzman and Ms. Kurzman qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act, and that Mr. Bernikow and Mses. Kurzman and Perelman qualify as “outside directors” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Number of Board and Committee Meetings

During 2015, the Board of Directors held 6 meetings and acted 3 times by unanimous written consent; the Audit Committee held 6 meetings; the Compensation Committee held 5 meetings and acted once by unanimous written consent; the Nominating and Corporate Governance Committee held 2 meetings and acted once by unanimous written consent (which committee was discontinued following the 2015 Annual Meeting); and the Compensation Committee and the Nominating and Corporate Governance Committee held 1 joint meeting. Ms. Mellon attended fewer than 75% of the Board meetings during 2015.

Director Attendance at Annual Stockholders’ Meeting

While the Board has not adopted a formal policy regarding directors’ attendance at the Company’s annual stockholders’ meeting, directors are invited to attend such meeting. One Director attended the Company’s 2015 Annual Stockholders’ Meeting.

Board Leadership Structure

The Company believes that its board leadership structure is appropriate given the Company’s specific status as a “controlled company.” Following the 2016 Annual Meeting, the Board will continue to maintain its Audit Committee

and Compensation Committee, each operating under their respective written charters, to assist the Board in its oversight functions. The Audit Committee will continue to be comprised entirely of independent directors as required under SEC rules and NYSE standards.

The qualifications and experience of nominees for election to the Board were reviewed by the Board and such nominees were approved by the Board, subject to stockholder approval at the 2016 Annual Meeting. Following the 2016 Annual Meeting, the Board, after having reviewed and considered the directors’ qualifications and experience, will re-appoint the members of its Audit Committee and Compensation Committee.

The Company has not established a “lead director” role. At Board and committee meetings, the Chairman of the Board and the Chairman of each such committee, or their respective designees, as applicable, presides for the purpose of conducting an orderly and efficient meeting. Independent directors or any other director may lead or initiate discussion, in the interest of promoting thorough consideration of any issue before the Board or any of its committees.

The Company has historically maintained separate positions of Chairman and Chief Executive Officer. Mr. Perelman, Chairman and Chief Executive Officer of MacAndrews & Forbes, has held the position of Chairman of the Company’s Board since June 1998; and Mr. Delpani held the positions of President and Chief Executive Officer of the Company from November 2013 until March 1, 2016. On February 25, 2016 Gianni Pieraccioni, the Company’s former Executive Vice President and Global President – Revlon Consumer Division, was elected as the Company’s Executive Vice President and Chief Operating Officer. Following Mr. Delpani’s cessation as the Company’s President and Chief Executive Officer on March 1, 2016, Mr. Pieraccioni was the Company’s acting principal executive officer until Mr. Garcia was elected as the Company’s President and Chief Executive Officer, effective April 15, 2016. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer provides leadership in respect of the day-to-day management and operation of the Company’s business.

The Board and each of its committees conduct annual self-assessments to review and monitor their respective continued effectiveness. The Board has determined that in light of its status as a “controlled company,” the size, composition and structure (including committee structure) are appropriate for the Board to continue to function effectively and efficiently. The Company believes that its separation of the Chairman and Chief Executive Officer positions and its overall board leadership structure are appropriate.

Below is a summary of the respective nominees’ experience, qualifications and background (including public company board experience). Such experience supports their respective qualifications to serve on the Company’s Board of Directors. Without limiting the foregoing—

Director of Welsh, Carson, Anderson & Stowe), his public company board experience (including at Macy’s and UBS Funds and formerly at each of PRIMEDIA Inc. and Sappi Limited) and his familiarity with the Company, as well as his prior service as a Company Director, qualify him to continue to serve on the Company’s Board.

Director Nominating Processes; Diversity

The Board selects director nominees for each annual stockholders’ meeting and director nominees to fill vacancies on the Board that may occur between annual stockholders’ meetings by reason of disqualification, resignation, retirement, death or any increase in the size of the Board.

In evaluating director nominees, the Board is guided by, among other things, the principles for Board membership expressed in the Company’s Corporate Governance Guidelines, which are available at www.revloninc.com under the heading, Investor Relations (Corporate Governance). The Board, in identifying and considering candidates for nomination to the Board, considers, in addition to the requirements set out in the Company’s Corporate Governance Guidelines, the quality of the candidate’s experience, the Company’s needs and the range of talent and experience represented on the Board.

In its assessment of each potential candidate, the Board considers the nominee’s reputation, judgment, accomplishments in present and prior positions, independence, knowledge and experience that may be relevant to the Company, and such other factors as the Board determines to be pertinent in light of the Board’s needs over time, including, without limitation, education, diversity, race, gender and other individual qualities and attributes that are expected to contribute to the Board having an appropriate mix of viewpoints. The Board identifies potential nominees from various sources, such as officers, directors and stockholders, and from time to time may retain the services of third party consultants to assist it in identifying and evaluating director nominees.

Stockholder Process for Submitting Director Nominees

The Board will consider director candidates recommended by stockholders. The process followed to evaluate candidates submitted by stockholders does not differ from the process followed for evaluating other director nominees. The Board may also take into consideration the number of shares held by the recommending stockholder, the length of time that such shares have been held and the number of candidates submitted by each stockholder or group of stockholders over the course of time. Stockholders desiring to submit director candidates must submit their recommendation in writing (certified mail — return receipt requested) to the Company’s Secretary, at Revlon, Inc., One New York Plaza, 49^th Floor, New York, NY 10004, attention: Michael T. Sheehan.

Recommendations for director candidates are accepted throughout the year by the Board. In order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual stockholders’ meeting, the recommendation must be received by the Company, as set forth above, not less than 120 days prior to the anniversary date of the date of the Company’s most recent annual proxy statement. For director recommendations to be considered in connection with the Company’s 2016 Annual Meeting, this submission date was December 23, 2015. No such recommendations were received from stockholders in connection with the 2016 Annual Meeting. To have a candidate considered for nomination (subject to requests for further information as may be determined by the Board), a stockholder must initially provide the following information:

Stockholder-Director Communications

The Board has established a process to receive communications from stockholders and other interested parties. Any stockholder or other interested party desiring to communicate with the Board or individual directors (including, without limitation, the non-management directors) regarding the Company may contact either the Board or such director by sending such communication to the attention of the Board or such director, in each case in care of the Company’s Secretary, who is responsible to ensure that all such communications are promptly provided to the Board or such director. Any such communication may be sent by: (i) emailing it to Michael T. Sheehan, Senior Vice President, Deputy General Counsel and Secretary, at michael.sheehan@revlon.com; or (ii) mailing it to Revlon, Inc., One New York Plaza, 49^th Floor, New York, NY 10004, attention: Michael T. Sheehan. Communications that consist of stockholder proposals must instead follow the procedures set forth under “General Rules Applicable to Stockholder Proposals” in this Proxy Statement, below, and, in the case of recommendations of director candidates, “Stockholder Process for Submitting Director Nominees,” in this Proxy Statement, above.

Non-Management Executive Sessions

The Company’s Corporate Governance Guidelines provide that the Board will regularly meet in executive session without any member of the Company’s management being present and that the Company’s independent directors will also meet in at least one non-management executive session per year attended only by independent directors. A non-management director will preside over each non-management executive session of the Board, and an independent director will preside over each independent director executive session of the Board, although the same director is not required to preside at all such non-management or independent director executive sessions. The presiding director at such non-management and independent director executive sessions of the Board is determined in accordance with the applicable provisions of the Company’s By-laws, such that the Chairman of the Board of Directors or, in his absence (as is the case with independent executive sessions), a director chosen by a majority of the directors present will preside at such meetings. During 2015, the Board of Directors met in at least one executive session attended by only independent directors (all of whom constituted non-management directors).

Audit Committee

Composition of the Audit Committee

The Audit Committee is comprised of Messrs. Bernikow (Chairman), Dinh and Feldberg, each of whom the Board of Directors has determined satisfies the NYSE’s and the SEC’s audit committee independence and financial experience requirements. Each of these directors served as a member of the Audit Committee during all of 2015 (other than Mr. Dinh, who was appointed to the Audit Committee in June 2015) and each of these directors remained a member of the Audit Committee as of the date of this Proxy Statement.

The Company has determined that Mr. Bernikow qualifies as an “audit committee financial expert” under applicable SEC rules. In accordance with applicable NYSE listing standards, the Company’s Board of Directors has considered Mr. Bernikow’s simultaneous service on the audit committees of more than three public companies, namely the audit committees of the Company, Mack-Cali, FCB Financial and the UBS Funds, and has determined that such service does not impair his ability to effectively serve on the Company’s Audit Committee as, among other things, Mr. Bernikow is retired and, accordingly, has a flexible schedule and time to commit to service as an Audit Committee and Board member, including on a full-time basis, if necessary; he has significant professional accounting experience and expertise, which renders him highly qualified to effectively and efficiently serve on multiple audit committees; the audit committees of the UBS Funds effectively function as a single, consolidated audit committee; and Mr. Bernikow has served as a member of the Company’s Audit Committee since 2003 and his service on the other audit committees noted has not impaired his ability to effectively serve on the Company’s Audit Committee during this period.

Audit Committee Charter

The Audit Committee operates under a comprehensive written charter, a printable and current copy of which is available at www.revloninc.com under the heading, Investor Relations (Corporate Governance).

Audit Committee Responsibilities

Pursuant to its charter, the Audit Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities with respect to, among other things, the integrity of the Company’s financial statements and disclosures; the Company’s compliance with legal and regulatory requirements; the appointment, compensation,

retention and oversight of the Company’s independent auditors, as well as their qualifications, independence and performance; enterprise risk assessment and the Company’s risk management guidelines, processes and policies; the performance of the Company’s internal audit functions; and the Revlon, Inc. Related Party Transaction Policy. The Audit Committee is also responsible for preparing the annual Audit Committee Report, which is required under SEC rules to be included in this Proxy Statement (see “Audit Committee Report,” below). The Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by the Company’s independent auditor. See “Annex C – Revlon, Inc. 2016 Audit committee pre-approval policy.”

Audit Committee Complaint Procedures

The Audit Committee has established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. These complaint procedures are described in the Audit Committee’s charter.

Audit Committee Report

Management represented to the Audit Committee that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed such audited consolidated financial statements with management and KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm.

The Audit Committee discussed with the Company’s independent registered public accounting firm those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), including information concerning the scope and results of the audit and information relating to KPMG’s judgments about the quality, and not just the acceptability, of the Company’s accounting principles. These communications and discussions are intended to assist the Audit Committee in overseeing the Company’s financial reporting.

The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Company’s independent registered public accounting firm that firm’s independence.

The Audit Committee also reviewed, among other things, the amount of fees paid to the independent registered public accounting firm for audit and permissible non-audit services (see “Audit Fees” in this Proxy Statement, below). The Audit Committee has satisfied itself that KPMG’s provision of audit and non-audit services to the Company is compatible with KPMG’s independence.

Based on the Audit Committee’s review of and discussions regarding the Company’s audited consolidated financial statements and the Company’s internal control over financial reporting with management, the Company’s internal auditors and the independent registered public accounting firm and the other reviews and discussions with the independent registered public accounting firm referred to in the preceding paragraph, subject to the limitations on the Audit Committee’s roles and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

Respectfully submitted,
Audit Committee
   Alan S. Bernikow, Chairman
   Viet D. Dinh
   Meyer Feldberg

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee is comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Perelman. Each of these directors served as a member of the Compensation Committee during all of 2015 (other than Ms. Perelman, who was appointed to the Compensation Committee in June 2015) and each of these directors remained a member of the Compensation Committee as of the date of this Proxy Statement.

Compensation Committee Charter

The Compensation Committee operates under a comprehensive written charter, a printable and current copy of which is available at www.revloninc.com under the heading, Investor Relations (Corporate Governance).

Compensation Committee’s Responsibilities

Pursuant to its charter, the Compensation Committee currently reviews and approves corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”) and other Named Executive Officers (“NEOs”), evaluates the CEO’s and the other NEOs’ performance in light of those goals and objectives, and determines, either as a committee or together with the Board of Directors, the CEO’s and other NEOs’ compensation level based on such evaluations. The Compensation Committee also reviews and approves compensation and incentive arrangements for certain of the Company’s executive officers and such other Company employees as the Compensation Committee may determine to be necessary or desirable from time to time. The Compensation Committee also reviews and approves awards pursuant to the Fourth Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”) and the Revlon Amended and Restated Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) and oversees the administration of such plans. During 2015, the Compensation Committee approved certain grants of restricted stock under the Stock Plan to designated members of its senior management team, including to Mr. Pieraccioni, which grants were designed to provide their recipients with a strong retention incentive and a significant stake in Revlon’s long-term success, while aligning the interests of management with shareholder interests. For more information on these grants of restricted stock, see “Grants of Plan-Based Awards - Equity Awards,” below.

The Compensation Committee is also responsible for reviewing and discussing with the Company’s appropriate officers the Compensation Discussion and Analysis included in this Proxy Statement. Based on such review and discussion, the Compensation Committee is also responsible for (i) determining whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K or in the annual proxy statement (and incorporated by reference into the Annual Report on Form 10-K) and (ii) producing the annual Compensation Committee Report and approving its inclusion in the Company’s annual report on Form 10-K or in the annual proxy statement. The Compensation Committee also considers whether there exist any potential conflicts of interest with its independent outside compensation consultant, and has determined that there were none.

Compensation Committee’s Delegation of Authority

Pursuant to the terms of the Incentive Compensation Plan, the Compensation Committee may delegate to an administrator (who must be an employee or officer of the Company) the power and authority to administer the Incentive Compensation Plan for the Company’s employees, other than its Chief Executive Officer and certain other officers who constitute “covered employees” as defined in Treasury Regulation §1.162-27(c)(2) (“Section 162(m) Officers”). Section 157(c) of the Delaware General Corporation Law (the “DGCL”) provides that the Company’s Board of Directors (or the Compensation Committee acting on behalf of the Board) may delegate authority to any officer of the Company to designate grantees of equity awards under the Stock Plan other than himself or herself and to determine the number of such equity awards to be issued. The Compensation Committee did not delegate any such authority for 2015.

Role of Officers and Consultants in the Compensation Committee’s Deliberations

For a discussion of the role of the Company’s executive officers and compensation consultants in recommending the amount or form of executive and director compensation, and the consideration of any possible conflicts of interest with the Compensation Committee’s independent outside compensation consultant, see “Compensation Discussion and Analysis - Role of the Compensation Committee.”

Compensation Committee Interlocks and Insider Participation

The Compensation Committee does not have any interlocks or insider participation requiring disclosure under the SEC’s executive compensation rules.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth below in this Proxy Statement with the Company’s appropriate officers. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement, as well as in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including by incorporation by reference to this 2016 Proxy Statement.

Respectfully submitted,
Compensation Committee
   Alan S. Bernikow, Chairman
   Robert K. Kretzman
   Ceci Kurzman
   Debra Perelman

EXECUTIVE OFFICERS

The following executive officers of the Company constituted the Company’s “Named Executive Officers” for 2015 for purposes of this Proxy Statement:

The following sets forth the age (as of December 31, 2015), positions held with the Company during 2015 and selected biographical information for the Company's current executive officers whose biographical information is not otherwise included in this Proxy Statement, above, with the Company's Directors:

Mr. Delpani (47) served as the Company’s and Products Corporation’s President and Chief Executive Officer from November 2013 until March 1, 2016. His employment with the Company ceased on March 31, 2016. Mr. Delpani has also served as a Director of the Company and Products Corporation since November 2013, and he will continue to serve in such directorship roles following the cessation of his employment until the 2016 Annual Meeting. Pursuant to Mr. Delpani’s Transition and Separation Agreement and Release with the Company and Products Corporation, dated March 1, 2016 (as amended on April 21, 2016, the “Delpani TSA”), Mr. Delpani also agreed to provide advisory services to the Company through March 31, 2018 to assist with the transition of his duties. Prior to joining the Company in October 2013 as part of the Company’s acquisition of The Colomer Group Participations, S.L. (“TCG”), Mr. Delpani served as TCG’s Chief Executive Officer since May 2007. Before joining TCG, from 2005 to 2007, Mr. Delpani provided innovation and new venture development guidance to various clients as a consultant. Previously, Mr. Delpani served in various senior executive positions at Reckitt Benckiser plc, and/or certain of its affiliates and predecessors, from 1998 to 2005, including responsibility for southwestern Europe and for new product initiatives, as well as e-business. Prior to working at Reckitt Benckiser plc, Mr. Delpani held various senior marketing and executive positions with Johnson & Johnson and The Procter & Gamble Company.

Mr. Pieraccioni (56) has served as the Company’s Executive Vice President and Chief Operating Officer since February 2016. Mr. Pieraccioni previously served as the Company’s Executive Vice President, Global President – Revlon Consumer Division since February 2014. Prior to joining the Company, Mr. Pieraccioni most recently served as Executive Vice President and Chief Commercial Officer for Alitalia, from August 2012 until September 2013. From January 2011 to July 2012, Mr. Pieraccioni served as General Manager - Spirits at Averna Group. From February 2009 to December 2010, Mr. Pieraccioni provided business consulting services to companies in various industries. Prior to that, Mr. Pieraccioni held several general management, marketing and commercial positions of increasing scope and seniority within the consumer and luxury goods industry, including at The Procter & Gamble Company, PepsiCo, Inc., Johnson & Johnson S.p.A., Sector Group Inc. and Binda Group S.p.A.

Mr. Simon (41) served as the Company’s Executive Vice President and Chief Financial Officer from September 2014 until February 2016. Mr. Simon previously served as the Company's Senior Vice President, Global Finance since joining the Company in October 2013, as part of the Company's acquisition of TCG. Prior to joining the Company and since 2002, Mr. Simon served in various senior finance positions of increasing responsibility at TCG, including as TCG's Chief Financial Officer since October 2011. From January 2008 until September 2011, Mr. Simon served as Vice President, Finance Americas & Africa of Colomer USA.

Effective in April 2016, the Company appointed (i) Fabian T. Garcia as President and Chief Executive Officer, whose biography appears under “Nominees for Election as Directors” above; and (ii) Juan R. Figuereo as Executive Vice President and Chief Financial Officer, whose biography appears below:

Juan R. Figuereo (60) has served as the Company’s Executive Vice President and Chief Financial Officer since April 12, 2016. From October 2012 to October 2015, Mr. Figuereo served as Executive Vice President and Chief Financial Officer of NII Holdings, Inc. NII Holdings, Inc. filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code in September 2014 and emerged from such proceedings in June 2015. From 2009 to 2012, Mr. Figuereo served as Executive Vice President and Chief Financial Officer of Newell Rubbermaid Inc., a global marketer of consumer and commercial products. Prior to that, Mr. Figuereo served as Chief Financial Officer of Cott Corporation from 2007 to 2009, Vice President, Mergers and Acquisitions for Wal-Mart International from 2003 to 2007 and various international, finance and general management positions at PepsiCo from 1988 to 2003. Mr. Figuereo is a certified public accountant. Mr. Figuereo has served since June 2011 as a director and as member of the Audit & Risk Management Committee of PVH Corp., a NYSE-listed company. In 2015, Mr. Figuereo became Chairman of PVH’s Audit & Risk Management Committee.

RISK MANAGEMENT

Relationship of Compensation Practices to Risk Management

The Company has reviewed and considered all of its compensation plans and practices and does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

Risk Oversight

The Company's senior management is responsible for identifying and managing risks to the Company's business and the Board's Audit Committee is responsible for reviewing and discussing that process with management. In accordance with applicable NYSE rules for listed issuers, the Audit Committee maintains an Audit Committee charter that addresses the duties and responsibilities of the Audit Committee, including the requirement that such committee discuss the Company's guidelines, policies and processes with respect to enterprise risk assessment and risk management. As part of the Company's enterprise risk management function, management identifies internal and external risk factors, monitors identified risks and takes appropriate action to mitigate such identified risks. Specifically, the Company's internal audit group, with input from the Company's senior management, leads a comprehensive enterprise risk assessment annually using a comprehensive risk management framework. This process identifies and characterizes risks based on the possible impact to the Company's business and likelihood of occurrence. The Company's management puts in place appropriate plans to mitigate the risks identified. The enterprise risk assessment is also taken into account in the formulation of the internal audit plan for the ensuing year. The Audit Committee reviews and discusses the Company's enterprise risk assessment and risk management guidelines, policies and processes at least annually. Further, the Board reviews the Company’s business plan and receives regular business and financial updates, including progress against the Company's business plan, at Board meetings, enabling the Board to understand and remain updated regarding the business risks faced by the Company and the Company's management of those risks.

COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion and analysis of all material elements of the Company's compensation of its Named Executive Officers for 2015 (the “2015 NEOs”):

Overview of 2015 Compensation Programs

For 2015, in addition to base salaries, the Company's primary cash and stock incentive compensation programs for its 2015 NEOs included:

The 2015 Annual Bonus Program, the 2015 LTIP Programs and the March 2016 vesting of the 2015 NEO’s Restricted Stock Grants are collectively referred to as the “2015 Incentive Compensation Programs.”

As previously disclosed on a Current Report on Form 8-K that each of the Company and Products Corporation filed with the SEC on March 28, 2016, the Company and Products Corporation elected Fabian T. Garcia as President and Chief Executive Officer, effective April 15, 2016. Mr. Garcia replaced Lorenzo Delpani, who served as the Company’s President and Chief Executive Officer from November 2013 through March 1, 2016. Mr. Garcia was also appointed to serve as a member of the Company’s Board of Directors, as well as the Board of Directors of Products Corporation. On March 27, 2016, the Company and Products Corporation entered into an employment agreement with Mr. Garcia, a summary of which is included in this proxy statement under “EXECUTIVE COMPENSATION  — Employment Agreements.”

Also, as previously disclosed on a Current Report on Form 8-K that each of the Company and Products Corporation filed with the SEC on April 12, 2016, the Company and Products Corporation elected Juan R. Figuereo as Executive Vice President and Chief Financial Officer, effective April 12, 2016. Mr. Figuereo succeeded Mr. Roberto Simon in such position, whose resignation from the Company was effective on February 29, 2016, as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 26, 2016 (the “2015 Form 10-K”). On April 12, 2016, the Company and Products Corporation entered into an employment agreement with Mr. Figuereo, a summary of which is included in this proxy statement under “EXECUTIVE COMPENSATION — Employment Agreements.”

Compensation Philosophy

The Company’s compensation philosophy has remained unchanged from last year, other than that the Company has re-assessed the market reference points that it uses in its compensation philosophy. In the past, the Company had targeted the total target compensation for its NEOs to be positioned at or about the 50^th to 75^th percentile of competitive benchmark data for similarly situated executives at companies operating in general industry that participate in the Towers Watson U.S. Executive compensation database (the “Towers Watson Comparison Group”). The Towers Watson Comparison Group consisted of companies with revenues that are generally comparable in size with the Company (as listed on Annex A).

Beginning in 2015, based on the advice of Compensation Advisory Partners LLC (“CAP”), the Compensation Committee’s outside independent compensation consultant, the Company substituted the general industry survey data obtained from the Towers Watson Comparison Group for its NEOs with survey data from a proxy peer group of U.S. public companies. The Company’s proxy peer group for 2015 (the “2015 Proxy Peer Group”) consists of certain U.S. public companies (as listed on Annex B) that manufacture and market personal care and household products with revenues and market capitalization that are generally comparable in size with the Company. With input from CAP, the Compensation Committee’s outside independent compensation consultant, the Company's Human

Resources Department and the Compensation Committee discussed and considered that compensation data from other public companies would provide enhanced insight into competitive compensation trends applicable to the Company’s NEOs. When making peer group comparisons, the Company's Human Resources Department and the Compensation Committee focus annually on developing a total compensation opportunity that is intended to be competitive to the 2015 Proxy Peer Group, using the 50^th and 75^th percentiles of the 2015 Proxy Peer Group as reference points. For purposes of peer group comparison, “total compensation” refers to the sum of base salary, annual cash bonus (assuming a 100% target payout) and long-term incentive opportunities (consisting of LTIP awards (assuming a 100% target payout) and, if applicable, the annualized value of restricted stock measured on the grant date of the restricted stock awards).

Using the 50^th and 75^th percentiles of the 2015 Proxy Peer Group as reference points, the Company's compensation philosophy continues to focus on providing its NEOs with compensation programs that are reasonably designed to satisfy the following principal objectives:

2014 “Say-on-Pay” Vote Results:

At the Company’s last “say-on-pay” vote at its 2014 annual stockholders' meeting, approximately 99% of the Company’s stockholders approved the Company’s “say-on-pay” proposal regarding the structure and payment of the Company's compensation for its NEOs. At the Company’s June 2011 annual stockholders' meeting, approximately 99% of the Company’s stockholders approved the Company’s proposal that the “say-on-pay” vote be held once every 3 years (which is the Company’s current intention). While these “say-on-pay” stockholder votes are held on an advisory, non-binding basis (in accordance with SEC regulations), the Company believes that the near unanimity of the last stockholder vote represents an endorsement that the Company’s compensation processes and practices are appropriate for the Company.

Role of the Compensation Committee

The Compensation Committee reviews key components of each NEO's total compensation, which enables the Compensation Committee to make informed compensation decisions. Among other things, the Compensation Committee reviews and approves: (i) compensation for the Company's NEOs; (ii) the structure of the Company's annual bonus program under the Revlon Executive Incentive Compensation Plan, including approving annual performance-based objectives for the NEOs and the organization as a whole and certifying management’s assessment of the extent to which the applicable performance targets have been achieved; (iii) the structure of the Company’s LTIPs under the Incentive Compensation Plan, including approving performance-based objectives, target grants of

LTIP awards for the NEOs and certifying management’s assessment of the extent to which the applicable performance targets have been achieved; and (iv) the structure of the Company’s grants of restricted shares of its Class A Common Stock (the “Restricted Stock Grants”) to the NEOs under the Stock Plan.

The Compensation Committee, based upon management’s recommendation and with input from CAP: (i) reviews and approves corporate and individual performance objectives relevant to the compensation of the Company's CEO and the other NEOs; (ii) evaluates the CEO’s and the other NEO’s performance in respect of those corporate and individual performance objectives, which evaluations may be done in conjunction with the Board; and (iii) reviews and approves the CEO’s and the other NEOs’ total compensation level based on that evaluation process.

Working with CAP, the Company's Human Resources Department recommends to the Compensation Committee: (i) the structure of the Company's annual bonus program under the Incentive Compensation Plan; (ii) the structure of the Company’s LTIP awards under the Incentive Compensation Plan; and (iii) for 2014 and 2015, the structure of the Company’s Restricted Stock Grants to the NEOs under the Stock Plan, including the 2014 Restricted Stock Grants to each of the 2015 NEOs and the 2015 and 2016 Restricted Stock Grants to Mr. Pieraccioni.

As part of the Company's processes and procedures for determining the amount and form of executive officer and director compensation, the Compensation Committee relies in part upon informed proposals and information provided by management, as well as market data, analysis and guidance provided by CAP. During 2015, the Compensation Committee consulted with and/or considered advice provided by CAP with respect to: (1) the structure and components of the Company's 2015 Incentive Compensation Programs; and (2) the total target compensation for the Company’s 2015 NEOs. During 2015, CAP provided only compensation advice to the Compensation Committee (or to the Company's Human Resources Department in respect to compensation survey data analysis and other executive compensation matters) and did not perform any other services for the Company or the Compensation Committee, such as benefits administration, human resources consulting or actuarial services. The Compensation Committee last approved CAP's engagement in October 2009, based upon CAP's experience and qualifications and CAP reports directly to the Compensation Committee. Since then, the Compensation Committee has annually reviewed CAP’s engagement, including discussion of whether there are any conflicts of interest with CAP or CAP’s compensation advisor to the Compensation Committee and in each case the Compensation Committee determined that there were none. The Compensation Committee’s Chairman also reviews and approves all invoices from CAP prior to payment.

As part of its regular process, the Compensation Committee confers with management and with CAP, and confers separately with CAP, without management present. The Compensation Committee also confers in executive session without management or CAP present.

As there has never been a restatement of the Company's financial results, the Company has not considered any policy in respect of adjustment or recovery of amounts paid under its compensation plans.

2015 Incentive Compensation Programs: Design

To achieve the objectives of the Company’s compensation philosophy, the Company maintains the following principal elements of compensation for the 2015 NEOs (the structure, targets, payout slopes and amounts of incentive compensation awards may change from year to year):

In March 2015, the Compensation Committee approved the 2015 Annual Bonus Corporate Performance Targets, which were quantitative financial objectives adopted under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Section 162(m) Performance Factors”). For each 2015 NEO, the Compensation Committee also approved individual strategic and operational objectives linked directly to the extent to which the NEO was expected to contribute towards the Company’s achievement of its business strategy (the “2015 Individual Strategic Objectives” and together with the 2015 Annual Bonus Corporate Performance Targets, the “2015 Individual Annual Bonus Performance Factors”). In February 2016, the Compensation Committee used the 2015 Individual Annual Bonus Performance Factors to assess and certify management’s assessment of the extent to which each 2015 NEO achieved a certain performance rating under the Company’s annual management review process. These individual ratings were used to determine the extent to which each 2015 NEO was eligible to receive a payout of up to 120% of the adjusted Target Bonus Award in accordance with the terms of the 2015 Annual Bonus Program.

Programs are designed to: (i) motivate key employees to focus on the Company’s long-term business goals, including execution of the Company’s business strategy; (ii) provide more effective retention incentives; and (iii) better distinguish the Company’s long-term compensation from its annual bonus programs.

EBITDA, net sales and FCF performance targets were achieved, which, based on their weighting, were used to determine an annual funding level for that performance year. The final tranche of the 2014 Transitional LTIP award was paid in March 2016 (i.e., following the second and final performance year of the 2014 Transitional LTIP) based on the average of the 2 separately-measured annual funding levels.

directly to the extent to which the NEO was expected to contribute towards the Company’s achievement of its business strategy (collectively, the “2015 Individual LTIP Performance Factors” and together with the 2015 Individual Annual Bonus Performance Factors, the “2015 Individual Performance Factors”). In February 2016, the Compensation Committee reviewed the ratings that each 2015 NEO achieved against the 2015 Individual LTIP Performance Factors under the Company’s annual management review process during the 2015 performance period under the 2015 LTIP, the 2014 LTIP and the final tranche of the 2014 Transitional LTIP.

Pursuant to the Delpani TSA, in April 2016 the Company repurchased from Mr. Delpani his 72,895 vested shares of Revlon, Inc. Class A common stock for an aggregate purchase price of $2,684,722, based on the $36.83 NYSE closing price on April 20, 2016. The Company also paid Mr. Delpani $1,600,000 as consideration for cancelling his 65,703 restricted shares of Revlon, Inc. Class A common stock that were otherwise scheduled to vest on March 15, 2017. The remaining balance of Mr. Delpani’s 2014 Restricted Stock Grant (i.e., the tranches that were otherwise scheduled to vest in March 2018 and 2019 (i.e., 131,406 shares in the aggregate)) were cancelled and forfeited upon the cessation of his employment with the Company on March 31, 2016.

Pursuant to Mr. Simon’s Separation Agreement with the Company and Products Corporation, dated November 3, 2015 (the “Simon Separation Agreement”), the remaining balance of his 2014 Restricted Stock Grant (i.e., the tranches that were otherwise scheduled to vest in March 2017, 2018, 2019 and 2020) were cancelled and forfeited after his departure from the Company in February 2016.

Outstanding Restricted Stock Grants will vest in full upon any “change of control.” Unless the Compensation Committee determines otherwise, the NEOs are required to retain such shares, even after vesting, so long as they remain employed by the Company. For more information on the 2014 Restricted Stock Grants, the 2015 Restricted Stock Grants, the 2016 Restricted Stock Grants and the March 2016 vesting of these Restricted Stock Grants, see “Summary Compensation Table” and “Outstanding Equity Awards at Fiscal Year-End.”

The Stock Plan and Incentive Compensation Plan condition their eligibility for benefits (including under the 2015 Annual Bonus Program and the 2015 LTIP Programs) upon compliance with certain confidentiality, non-competition and non-solicitation obligations required by the Company's confidentiality and non-competition agreement (which all of the 2015 NEOs have effectively executed).

The structure, payout opportunities and payout slopes under the annual bonus and LTIP programs may change from year to year.

2015 Incentive Compensation Programs: Achievement of Performance Targets and Payouts

In March 2016, the Company made cash payments to its 2015 NEOs under (1) the 2015 Annual Bonus Program and (2) under the final tranche of the 2014 Transitional LTIP, as well as to other employees eligible for awards under such

programs. Such payments were made following the Compensation Committee’s having, after consulting with CAP: (i) certified management’s assessment of the extent to which the Company achieved its 2015 Annual Bonus Corporate Performance Targets and the 2015 LTIP Corporate Performance Targets; (ii) reviewed management’s assessment of the extent to which each NEO achieved their performance rating under the Company’s annual management review process, including for the 2015 NEOs the 2015 Individual Performance Factors approved by the Compensation Committee in March 2015; and (iii) approved (1) the 150% funding level for the 2015 Annual Bonus Program (with each of the NEOs receiving payments of 120% of that adjusted target under the 2015 Annual Bonus Program based on their outstanding performance ratings under their 2015 Individual Annual Bonus Performance Factors), and (2) the payout under the final tranche of the 2014 Transitional LTIP, all in accordance with the terms and conditions of each such program.

Below is a summary of Messrs. Delpani’s, Pieraccioni’s and Simon's 2015 key achievements. In connection with the Compensation Committee’s review process, the Company’s management provided these key achievements to the Compensation Committee in support of management’s assessment that each

NEO achieved their 2015 Individual Strategic Objectives under the 2015 Individual Annual Bonus Performance Factors at a performance rating that entitled them to a payout of 120% of the adjusted annual bonus awards, in each case pursuant to the plan design and the terms of the 2015 Annual Bonus Program:

These 2015 key achievements resulted in each of Messrs. Delpani, Pieraccioni and Simon achieving a performance rating of “4” (on a scale of “1” to “4”), which entitled them to a payout of 120% of the adjusted annual bonus awards, in each case pursuant to the plan design and the terms of the 2015 Annual Bonus Program (and, in the case of Mr. Delpani and Mr. Simon, consistent with the Delpani TSA and the Simon Separation Agreement, respectively). Accordingly, based upon its review of management’s assessment of the extent to which each of the NEOs achieved their 2015 Individual Annual Bonus Performance Factors, and taking into account the 150% 2015 Annual Bonus Funding Level, the Compensation Committee approved paying the following bonus awards under the 2015 Annual Bonus Program:

All of the annual bonus awards were paid to the NEOs pursuant to the terms of the 2015 Annual Bonus Program (and, in the case of Mr. Delpani and Mr. Simon, consistent with the Delpani TSA and the Simon Separation Agreement, respectively) and the Compensation Committee did not exercise any discretion in approving such awards.

The “Summary Compensation Table” below reflects the annual bonus award amounts that were earned by the NEOs for 2015 under the 2015 Annual Bonus Program, which were paid in March 2016.

taking into account the 2015 Excluded Items, the Compensation Committee, based upon management’s recommendation and with input from CAP, approved the funding level of 147.2% for the final tranche of the 2014 Transitional LTIP (the “Final Tranche 2014 Transitional LTIP Funding Level”), which was based upon the level of the Company’s attainment of its 2014 Transitional LTIP 2-Year Corporate Performance Targets. The Final Tranche 2014 Transitional LTIP Funding Level of 147.2% was calculated as follows:

In February 2016, based on the extent of the Company's over-achievement of its 2014 Transitional LTIP 2-Year Corporate Performance Targets (including the 2015 LTIP Corporate Performance Targets) and after reviewing management’s assessment of Messrs. Delpani’s, Pieraccioni’s and Simon's 2015 Individual LTIP Performance Factors and applying the formula of the final tranche of the 2014 Transitional LTIP, the Compensation Committee approved the Final Tranche 2014 Transitional LTIP Funding Level of 147.2%.

The “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” reflects the awards under the final tranche of the 2014 Transitional LTIP that were paid to the NEOs in March 2016 pursuant to the terms of the 2014 Transitional LTIP program (and, in the case of Mr. Delpani and Mr. Simon, consistent with the Delpani TSA and the Simon Separation Agreement, respectively) and the Compensation Committee did not exercise any discretion in approving such awards.

Under each of the Delpani TSA and the Simon Separation Agreement, all of Mr. Delpani’s and Mr. Simon’s other outstanding LTIP awards (i.e., the 2015 LTIP and the 2014 LTIP) were cancelled and forfeited. For more information on the target amounts of the 2015 LTIPs that were granted to the 2015 NEOs in the last completed fiscal year, see the table under “GRANTS OF PLAN-BASED AWARDS - Non-Equity Awards.”

Total Compensation against Towers Watson Comparison Group and 2015 Proxy Peer Group as Reference Points

Applying the Company’s previous compensation philosophy by comparing the NEOs’ 2015 total compensation at target against the 50^th and the 75^th percentiles of total compensation at target for the comparable Towers Watson Comparison Group, reflected that the total compensation at target for each of Messrs. Delpani, Pieraccioni and Simon was above the 75^th percentile.

Applying the Company’s new compensation philosophy by comparing the NEOs’ 2015 total compensation at target against the 2015 Proxy Peer Group at target reflected that the total compensation at target for each of Messrs. Delpani, Pieraccioni and Simon was between the 50^th and the 75^th percentiles.

Other Compensation and Benefit Programs

The Company also maintains standard benefits that are consistent with those offered by other major corporations and which are generally available to all of the Company's full-time employees (subject to meeting basic eligibility requirements). These plans, which include 401(k), profit sharing, medical, dental, vision and life insurance coverage, are available to all full-time U.S.-based, non-union employees.

The Company also maintains a limited number of benefit programs that are available to the 2015 NEOs and other senior employees qualifying for eligibility based on salary grade level. These benefits and perquisites include an automobile allowance or use of a Company automobile, supplemented medical coverage and an allowance for financial counseling and tax preparation. These types of benefits are similar to those commonly made available to senior executives at other major corporations and assist the Company in retaining and attracting key talent.

Tax Deductibility of Executive Compensation

Section 162(m) places a limit of $1,000,000 on the amount of compensation that the Company may deduct, for tax purposes, in any one year for certain officers who constitute “covered employees” under the rule, unless such amounts are determined to be “qualified performance-based compensation” meeting certain requirements. Generally, the Company's provision of cash incentive compensation under the Incentive Compensation Plan is intended to meet the requirements for qualified performance-based compensation under Section 162(m) and thus, generally, those items are intended to be fully deductible. Salary, perquisites, discretionary bonuses and restricted stock that have time-based vesting generally are not considered performance-based compensation under Section 162(m) and are generally subject to Section 162(m) limitations on deductibility. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a policy requiring all compensation to be deductible and retains discretion to award compensation that may not constitute qualified performance-based compensation under Section 162(m). Certain amounts of compensation for the Company's officers do not meet Section 162(m)'s performance-based requirements and therefore are not deductible by the Company.

EXECUTIVE COMPENSATION

The following table sets forth information for the years indicated concerning the compensation awarded to, earned by or paid to the 2015 NEOs for services rendered in all capacities to the Company and its subsidiaries during such periods. The “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, below, presents annual bonus and LTIP payments earned under the Incentive Compensation Plan. As discussed above under “Compensation Discussion and Analysis – Overview of Key 2015 Compensation Events,” the 2015 Annual Bonus Program and the final tranche of the 2014 Transitional LTIP were funded at 150% (with a further adjustment of 120% based on the 2015 NEOs’ outstanding performance ratings, in accordance with the terms of the 2015 Annual Bonus Program) and 147.2%, respectively, of target amounts in accordance with the formulae set forth in such programs, which funding levels were also recommended by management and approved by the Compensation Committee.

SUMMARY COMPENSATION TABLE

For Mr. Pieraccioni, the amount set forth under the “Bonus” column represents a $100,000 one-time retention payment that was paid in April 2015 at the completion of one year of active service, as per Mr. Pieraccioni’s employment agreement.

For Mr. Simon, the amount set forth under the “Bonus” column represents a supplemental payment of $350,000 that was paid in March 2016 in recognition of his effective management of the Company’s financial, accounting and treasury functions through his departure date, including overseeing the close of the Company’s 2015 fiscal year-end reporting process (as previously disclosed by the Company in its 2015 Form 10-K).

For Mr. Delpani, who ceased employment with the Company in March 2016, for 2015, the amount that was paid in March 2016 reflects: (i) $2,160,000 in cash bonus, representing his 2015 target annual bonus of 100% of his annual base salary, as adjusted by the 2015 Annual Bonus Funding Level of 150% based on the Company’s 2015 financial performance against the 2015 Annual Bonus Performance Targets, with a further adjustment of 120% based on his outstanding performance rating, in accordance with the terms of the 2015 Annual Bonus Program; plus (ii) $2,944,000, representing his 2014 Transitional LTIP award, consisting of his $2,000,000 target award attributable to the 2014 and 2015 performance periods, as adjusted by the 2^nd Tranche 2014 Transitional LTIP Funding Level of 147.2% based on the Company’s financial performance in 2014 and 2015 against the 2014 Transitional LTIP 2-Year Corporate Performance Targets. See “Compensation Discussion and Analysis” for further details on the payout calculations of the 2015 Annual Bonus Program and the final tranche of the 2014 Transitional LTIP.

For Mr. Pieraccioni, the amount for 2015 that was paid in March 2016 reflects: (i) $810,000 in cash bonus, representing his target annual bonus of 75% of his annual base salary, as adjusted by the 2015 Annual Bonus Funding Level of 150% based on the Company’s 2015 financial performance against the 2015 Annual Bonus Performance Targets, with a further adjustment of 120% based on his outstanding performance rating, in accordance with the terms of the 2015 Annual Bonus Program; plus (ii) $490,667, representing his 2014 Transitional LTIP award, consisting of the remaining two-third portion of his $500,000 target award attributable to the 2014 and 2015 performance periods, as adjusted by the 2^nd Tranche 2014 Transitional LTIP Funding Level of 147.2% based on the Company’s financial performance in 2014 and 2015 against the 2014 Transitional LTIP 2-Year Corporate Performance Targets.

For Mr. Simon, who ceased employment with the Company in February 2016, the amount for 2015 that was paid in March 2016 reflects: (i) $810,000 in cash bonus, representing his target annual bonus of 75% of his annual base salary, as adjusted by the 2015 Annual Bonus Funding Level of 150% based on the Company’s 2015 financial performance against the 2015 Annual Bonus Performance Targets, with a further adjustment of 120% based on his outstanding performance rating, in accordance with the terms of the 2015 Annual Bonus Program; plus (ii) $490,667, representing his 2014 Transitional LTIP award, consisting of the remaining two-third portion of his $500,000 target award attributable to the 2014 and 2015 performance periods, as adjusted by the 2^nd Tranche 2014 Transitional LTIP Funding Level of 147.2% based on the Company’s financial performance in 2014 and 2015 against the 2014 Transitional LTIP 2-Year Corporate Performance Targets.

For Mr. Pieraccioni, for 2015, the amount shown under “All Other Compensation” consists of an annual car allowance in the amount of $30,000; tax preparation and financial counseling services; a relocation allowance and assistance; a $180,000 annual housing allowance; supplemental medical coverage; profit sharing contributions under the Excess Savings Plan in the amount of $19,050 and under the 401(k) Plan; matching contributions under the 401(k) Plan; and all other compensation (which includes promotional items provided by the Company in connection with certain corporate meetings and a related income tax gross-up of $1,163).

For Mr. Simon, for 2015, the amount shown under “All Other Compensation” consists of an annual car allowance in the amount of $30,000; tax preparation and financial counseling services; a $150,000 annual housing allowance; profit sharing contributions under the Excess Savings Plan in the amount of $19,050 and under the 401(k) Plan; matching contributions under the 401(k) Plan; and all other compensation, including: (i) promotional items provided by the Company in connection with certain corporate meetings and a related income tax gross-up of $1,646; and (ii) unreimbursed automobile expenses with a related income tax gross up of $1,316.

Employment Agreements and Payments Upon Termination and Change of Control

Employment Agreements

Set forth below is a summary of the 2015 NEOs’ employment agreements (copies of which have been filed with the SEC).

Mr. Delpani

Mr. Delpani resigned as the Company’s President and Chief Executive Officer on March 1, 2016 and his employment with the Company ceased on March 31, 2016. Prior to such separation, Mr. Delpani’s amended and restated employment agreement provided that Mr. Delpani was to serve as the Company’s President and Chief Executive Officer, at an annual base salary of not less than $1,200,000 (which was his base salary as of December 31, 2015).

Under his employment agreement, Mr. Delpani was eligible to participate in the Company’s annual bonus programs as in effect from time to time, with a target bonus of 100% of his base salary. Mr. Delpani was eligible to participate in the Company’s LTIPs as in effect from time to time. Mr. Delpani was also eligible to participate in the fringe benefit programs and perquisites generally made available to the Company’s other senior executives, including a $10,000 financial planning and tax preparation allowance and a $30,000 annual car allowance.

Mr. Delpani’s employment agreement required that he comply with the Company’s standard confidentiality and non-compete obligations and with the Company’s Code of Conduct and Business Ethics.

Products Corporation had the right to terminate Mr. Delpani’s employment upon written notice following his “disability” (as defined in Mr. Delpani’s employment agreement), with no further amounts or benefits under the employment agreement being due after any such termination. Products Corporation or Mr. Delpani had the right to terminate the employment agreement for any reason upon 30 days’ prior written notice to the other party.

Upon termination of employment, the Company had the right to elect to enforce Mr. Delpani’s non-competition covenant under the employment agreement, for up to 24 months, and in such event, as sole consideration for such non-competition agreement, Mr. Delpani would have been entitled to: (i) payments during such non-compete period in lieu of base salary at 50% of his base salary then in effect; (ii) payment of a pro-rated target bonus, if and to the extent bonuses are payable to executives under the Incentive Compensation Plan for the performance year when the termination occurs, based upon actual achievement of objectives and payable on the date that bonuses are paid to other executives under the bonus program for such performance year; (iii) the executive’s bonus (if not already paid) with respect to the performance year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon achievement of bonus objectives), payable as and when such bonuses are paid to other executives under the bonus program for such performance year; and (iv) continued participation in Products Corporation’s medical, dental and group life insurance plans in which Mr. Delpani was participating on the termination date, subject to the terms of such plans, throughout the non-compete period or until Mr. Delpani would have been covered by like medical or dental plans of another company.

As noted above, Mr. Delpani resigned as the Company’s President and Chief Executive Officer on March 1, 2016 and his employment with the Company ceased on March 31, 2016. Pursuant to the Delpani TSA, Mr. Delpani has agreed to provide advisory services to the Company through March 31, 2018 to assist with the transition of his duties. Mr. Delpani is not standing for re-election as a director at the Company’s 2016 Annual Meeting.

In consideration for Mr. Delpani’s compliance with certain restrictive covenants of the Delpani TSA, including its confidentiality, non-competition, non-solicitation and non-disparagement provisions (the “Restrictive Covenants”) for 24 months following its March 31, 2016 effective date (the “Non-Competition Period”), the Company will: (i) pay Mr. Delpani $600,000 per year during the Non-Competition Period, to be paid in equal installments on a bi-weekly basis; (ii) pay Mr. Delpani a pro-rated portion of his 2016 annual bonus at the target level of 100% of his current base salary, subject to adjustment based on the Company’s level of attainment of its corporate performance objectives for 2016, payable at such time as 2016 annual bonuses are paid to the Company’s other employees; and (iii) continue to provide Mr. Delpani with the same or substantially similar medical, dental and vision and life insurance benefits that he was receiving prior to his transition until the earlier of the end of (a) the Non-Competition Period or (b) the date on which Mr. Delpani becomes covered by the medical, dental and/or vision plans of another employer.

Pursuant to the Delpani TSA, Mr. Delpani has agreed to provide advisory services to the Company through March 31, 2018 (the “Advisory Period”) in order to assist with the transition of his duties (the “Advisory Services”). During

the Advisory Period, the Company will pay Mr. Delpani a fee of $600,000 per year (the “Advisory Fees”), to be paid in equal installments on a bi-weekly basis. The Company may elect to terminate the Advisory Services prior to the end of the Advisory Period upon the occurrence of any of the following events: (i) Mr. Delpani’s willful failure to provide or perform the Advisory Services; (ii) Mr. Delpani’s conviction of any felony or any crime of moral turpitude; or (iii) any breach by Mr. Delpani of the Restrictive Covenants (any event under (i), (ii) or (iii), being “Cause”). The Company may also terminate the Advisory Services at any time, provided that, if the Company terminates the Advisory Services other than for Cause, the Company will continue to pay Mr. Delpani the Advisory Fees through the end of the Advisory Period, subject to his continued compliance with the Restrictive Covenants.

Pursuant to the Delpani TSA, in April 2016 the Company repurchased from Mr. Delpani his 72,895 vested shares of Revlon, Inc. Class A common stock for an aggregate purchase price of $2,684,722, based on the $36.83 NYSE closing price on April 20, 2016. The Company also paid Mr. Delpani $1,600,000 as consideration for cancelling his 65,703 restricted shares of Revlon, Inc. Class A common stock that were otherwise scheduled to vest on March 15, 2017. The remaining balance of Mr. Delpani’s 2014 Restricted Stock Grant (i.e., the tranches that were otherwise scheduled to vest in March 2018 and 2019 (i.e., 131,406 shares in the aggregate)) were cancelled and forfeited upon the cessation of his employment with the Company on March 31, 2016.

The Company’s obligation to begin providing such payments and benefits pursuant to the Delpani TSA were conditioned on Mr. Delpani executing a valid release of claims, which he provided to the Company on March 31, 2016.

Mr. Pieraccioni

Mr. Pieraccioni’s employment agreement dated October 9, 2014, as amended on February 25, 2016 (the “Pieraccioni Amended Employment Agreement”), provides that Mr. Pieraccioni will serve as the Company’s Executive Vice President and Chief Operating Officer, at an annual base salary of not less than $1,000,000. During 2015 and until February 2016, Mr. Pieraccioni served as the Company’s Executive Vice President, Global President – Revlon Consumer Division, at an annual base salary of not less than $600,000.

Under the Pieraccioni Amended Employment Agreement, Mr. Pieraccioni is eligible to participate in the Company’s annual bonus programs as in effect from time to time, with a target bonus of 100% of his base salary (which target for 2015 was 75% of his base salary). In addition, Mr. Pieraccioni was entitled to a $180,000 annual housing allowance during 2015 (which allowance was increased, under the Pieraccioni Amended Employment Agreement, on a going-forward basis to $250,000 per annum through February 2019). Pursuant to the Pieraccioni Amended Employment Agreement, in April 2015 Mr. Pieraccioni received a one-time bonus of $100,000 in recognition of his completing one year of service to the Company. Mr. Pieraccioni is also eligible to participate in the Company’s LTIPs as in effect from time to time.

Mr. Pieraccioni is also eligible to participate in the fringe benefit programs and perquisites as may be generally made available to the Company’s other senior executives, including an annual $30,000 car allowance and a $10,000 financial planning and tax preparation allowance.

Mr. Pieraccioni’s employment agreement requires that he comply with the Company’s standard confidentiality and non-compete obligations and with the Company’s Code of Conduct and Business Ethics.

Products Corporation may terminate Mr. Pieraccioni’s employment upon written notice following his “disability” (as defined in Mr. Pieraccioni’s employment agreement), with no further amounts or benefits under the employment agreement being due after any such termination, except to the extent required pursuant to the terms of the Company’s compensation and benefit plans and policies in effect on any such termination date. Products Corporation may terminate Mr. Pieraccioni’s employment agreement upon 12 months’ written notice of non-renewal, or sooner upon written notice for “cause,” as defined in Mr. Pieraccioni’s employment agreement. Mr. Pieraccioni may terminate his employment agreement upon 30 days’ prior written notice following a material breach by Products Corporation of its obligations to Mr. Pieraccioni under such agreement, which breach remains uncured following 90 days’ written notice of such breach by the executive to Products Corporation.

Mr. Pieraccioni ’s employment agreement provides that if Mr. Pieraccioni’s employment is terminated by him for any material uncured breach by Products Corporation of any of its obligations to Mr. Pieraccioni under his employment agreement, or is terminated by Products Corporation (other than for “cause” as defined in Mr. Pieraccioni’s employment agreement or disability), Mr. Pieraccioni would be entitled to: (i) continued payments of base salary throughout a minimum severance period of 12 months; (ii) payment of a pro-rated target bonus, if and to the extent

bonuses are payable to executives under the Incentive Compensation Plan for the performance year when the termination occurs, based upon actual achievement of objectives and payable on the date bonuses are paid to other executives under the bonus program for such performance year; (iii) the executive’s bonus (if not already paid) with respect to the performance year immediately preceding the year of termination (if bonuses with respect to such performance year are payable to other executives based upon actual achievement of bonus objectives), payable as and when such bonuses are paid to other executives under the bonus program for such performance year; and (iv) continued participation in Products Corporation’s life insurance plan and medical, vision and dental plans, subject to the terms of such plans, throughout the severance period or until Mr. Pieraccioni is covered by like plans of another company.

Mr. Simon

Mr. Simon’s employment with the Company ceased on February 29, 2016. Prior to such separation, Mr. Simon’s employment agreement provided that Mr. Simon was to serve as the Company’s Executive Vice President and Chief Financial Officer at an annual base salary of not less than $600,000 (which was his base salary as of his February 29, 2016 separation date).

Under his employment agreement, Mr. Simon was eligible to participate in the Company’s annual bonus programs as in effect from time to time, with a target bonus of 75% of his base salary. Mr. Simon was also eligible to participate in the Company’s LTIPs as in effect from time to time.

Mr. Simon was also eligible to participate in the fringe benefit programs and perquisites as may be generally made available to the Company’s other senior executives, including an annual $30,000 car allowance and a $10,000 financial planning and tax preparation allowance.

Mr. Simon’s employment agreement required that he comply with the Company’s standard confidentiality and non-compete obligations and with the Company’s Code of Conduct and Business Ethics.

Products Corporation had the right to terminate Mr. Simon’s employment upon written notice following his “disability” (as defined in Mr. Simon’s employment agreement), with no further amounts or benefits under the employment agreement being due after any such termination, except to the extent required pursuant to the terms of the Company’s compensation and benefit plans and policies in effect on any such termination date. Products Corporation had the right to terminate Mr. Simon’s employment agreement upon 12 months’ written notice of non-renewal, or sooner upon written notice for “cause,” as defined in Mr. Simon’s employment agreement. Mr. Simon had the right to terminate his employment agreement upon 30 days’ prior written notice following a material breach by Products Corporation of its obligations to Mr. Simon under such agreement, which breach remains uncured following 90 days’ written notice of such breach by the executive to Products Corporation.

Mr. Simon’s employment agreement provided that, if Mr. Simon’s employment was terminated for any material uncured breach by Products Corporation of any of its obligations to Mr. Simon under his employment agreement, or was terminated by Products Corporation (other than for “cause” as defined in Mr. Simon’s employment agreement or disability), Mr. Simon was entitled to: (i) continued payments of base salary throughout a maximum severance period of 18 months; (ii) payment of a pro-rated target bonus, if and to the extent bonuses were payable to executives under the Incentive Compensation Plan for the performance year when the termination occurred, based upon achievement of objectives and payable on the date bonuses were paid to other executives under the bonus program for such performance year; (iii) the executive’s bonus (if not already paid) with respect to the performance year immediately preceding the year of termination (if bonuses with respect to such performance year were payable to other executives based upon achievement of bonus objectives), payable as and when such bonuses were paid to other executives under the bonus program for such performance year; and (iv) continued participation in Products Corporation’s life insurance plan, subject to a limit of 18 months, and medical, vision and dental plans, subject to the terms of such plans, throughout the severance period or until Mr. Simon is covered by like plans of another company.

As noted above, Mr. Simon’s employment with the Company ceased on February 29, 2016. Pursuant to the Simon Separation Agreement, he remained eligible to receive the following incentive compensation awards: (i) payment in March 2016 of his 2015 annual bonus award, subject to the terms and conditions of the 2015 Annual Bonus Program; (ii) payment in March 2016 of $75,000, representing a pro rata portion of his 2016 annual bonus at target; (iii) payment in March 2016 of the final tranche of his 2014 Transitional LTIP, subject to the terms and conditions of the 2014 Transitional LTIP, with all of Mr. Simon’s other outstanding LTIP awards (i.e., the 2015 LTIP and the 2014 LTIP) being cancelled and forfeited upon his separation from employment; and (iv) vesting on March 15, 2016

of his 15,133 restricted shares of Revlon, Inc. Class A Common Stock, with the remaining balance of his 60,532 restricted shares (which would otherwise have vested in equal installments in March 2017, 2018, 2019 and 2020) being cancelled and forfeited upon his separation from employment, in accordance with the terms and conditions of the Stock Plan. The Company also agreed to waive its right to clawback a one-time $150,000 housing allowance that was paid to Mr. Simon in August 2015. As previously disclosed by the Company in its 2015 Form 10-K, in recognition of Mr. Simon’s effective management of the Company’s financial, accounting and treasury functions through his departure date, including overseeing the close of the Company’s 2015 year-end financial reporting process, the Company’s Compensation Committee approved a supplemental payment of $350,000 to Mr. Simon (which was paid in March 2016).

Employment Agreement with Fabian T. Garcia Entered into Following the End of Fiscal 2015

On March 27, 2016, the Company and Products Corporation entered into an employment agreement with Mr. Garcia (the “Garcia Employment Agreement”). The initial term of the Garcia Employment Agreement is 5 years, subject to automatic annual extensions thereafter unless either the Company or Mr. Garcia provides the other with at least 60 days’ prior notice of non-renewal. The initial 5-year term, and any subsequent annual renewals, may end earlier in accordance with the terms of the Garcia Employment Agreement.

The Garcia Employment Agreement provides that Mr. Garcia will serve as the Company’s President and Chief Executive Officer at an annual base salary of not less than $1,500,000, with a target annual bonus of 150% of his base salary, with the possibility of exceeding such amount based upon the over-achievement of the Company’s performance objectives, up to a maximum of 200% of his base salary. Pursuant to the terms and conditions of the Garcia Employment Agreement, Mr. Garcia’s annual bonus for 2016 will not be less than $1,500,000. Mr. Garcia will also receive a sign-on bonus of $2 million, payable in a lump sum within 30 days of the date on which his employment becomes effective (such date, the “Garcia Effective Date”). If Mr. Garcia resigns without “good reason” or is terminated by the Company for “cause” (as such terms are defined in the Garcia Employment Agreement) prior to the second anniversary of the Garcia Effective Date, he will be required to repay the sign-on bonus as follows: 100% of the after-tax amount if terminated within the first year, and 50% of the after-tax amount if terminated in the second year.

Pursuant to the terms and conditions of the Garcia Employment Agreement, Mr. Garcia will have the opportunity to earn a long-term compensation award based on specified Adjusted EBITDA targets covering the performance period commencing on the Garcia Effective Date and ending on December 31, 2019.

On the first anniversary of the Garcia Effective Date (the “Garcia Grant Date”), the Company will grant to Mr. Garcia restricted shares of Revlon Class A Common Stock, with the number of shares being in an amount equal to $10 million divided by the NYSE closing price of Revlon Class A Common Stock on the Garcia Effective Date (the “Garcia Restricted Stock Grant”). One-fifth of the Garcia Restricted Stock Grant will be vested on the Garcia Grant Date, with the remaining four-fifths vesting ratably on each of the first 4 anniversaries of the Garcia Grant Date, so long as Mr. Garcia remains employed with the Company on each applicable vesting date, subject to earlier vesting as described below. In lieu of making the Garcia Restricted Stock Grant, the Company’s Board of Directors may, at its election based on the occurrence of certain events impacting the price of Revlon’s Class A Common Stock, choose to pay Mr. Garcia $3 million on each of the first 5 anniversaries of the Garcia Effective Date (the “Garcia Deferred Cash Award”), so long as Mr. Garcia remains employed with the Company on each applicable payment date, subject to earlier payment as described below.

Mr. Garcia is also eligible to participate in other benefit and perquisites plans generally made available to the Company’s other senior executives at his level.

Upon termination of Mr. Garcia’s employment due to his death or disability, Mr. Garcia will be eligible to receive: (i) his annual bonus with respect to the year prior to the year of termination (if not already paid as of the termination date) (the “Garcia Prior-Year Bonus”); (ii) his annual bonus with respect to the year of termination, based on actual performance and pro-rated for the number of days actually worked during such year (the “Garcia Pro-Rated Bonus”); and (iii) payment in respect of any outstanding LTIP awards, based on actual performance and pro-rated for the number of days actually worked during the applicable performance period (the “Garcia Pro-Rated LTIP”). Under such circumstances, any unvested portion of the Garcia Restricted Stock Grant will vest or, if being paid in lieu of the Garcia Restricted Stock Grant, the remaining unpaid portion of the Garcia Deferred Cash Award will be paid in full no later than March 15 of the year following the year in which any such termination occurs (as applicable, the “Garcia Restricted Stock Vesting” or the “Garcia Deferred Cash Payment”).

In the event Mr. Garcia resigns for “good reason” or in the event the Company terminates Mr. Garcia’s employment without “cause” (but for reasons other than death, disability or non-renewal of the Garcia Employment Agreement), Mr. Garcia will receive the payments and benefits described above. In addition, the Company will pay Mr. Garcia an amount equal to 2 times the sum of (i) his annual base salary and (ii) an amount equal to the annual bonus paid to him for the year prior to the year of termination (such amount, the “Garcia Cash Severance”). The Garcia Cash Severance will be paid in equal installments over the 24-month period following Mr. Garcia’s termination of employment; provided that payments in the second 12-month period are subject to reduction for any compensation that Mr. Garcia earns as an employee or consultant during that period (with certain exceptions). The Company will also contribute to costs of premiums owed in respect of Mr. Garcia’s continuation of health coverage pursuant to COBRA for the 24-month period following Mr. Garcia’s termination or, if earlier, the date on which Mr. Garcia becomes eligible for coverage under the plans of a subsequent employer or is no longer eligible to receive benefits pursuant to COBRA (the “Garcia COBRA Benefits”).

Upon a “change of control,” the term of the Garcia Employment Agreement would be extended for 24 months from the effective date of such change of control (if such extended date would be longer than the expiration of the existing employment term) (such period, the “Garcia Extended Period”). If during the Garcia Extended Period Mr. Garcia terminates his employment for “COC good reason” (as defined in the Garcia Employment Agreement) or if the Company terminates his employment other than for “cause,” he would receive in a lump sum: (a) 2 times the sum of (i) his base salary and (ii) his average gross annual bonus earned over the previous 5 years (or a lesser period based on the period for which Mr. Garcia was employed by the Company); and (b) the Garcia COBRA Benefits. Mr. Garcia would also receive the Garcia Prior-Year Bonus, the Garcia Pro-Rated Bonus, the Garcia Pro-Rated LTIP and the Garcia Restricted Stock Vesting or the Garcia Deferred Cash Payment, as applicable. Any such payment would not be subject to reduction for any compensation that Mr. Garcia earns as an employee or consultant following termination.

Upon any termination of employment, Mr. Garcia will be subject to non-compete restrictions for 1 year following the date of termination (or, if terminated without “cause” or for “good reason” or “COC good reason”, for 2 years following the date of termination) (either such period, the “Garcia Restricted Period”); provided that the non-compete shall only apply following the expiration of the employment term if the Company so elects and continues to pay Mr. Garcia his base salary for the 1-year period. Mr. Garcia will also be subject to non-solicitation restrictions with respect to employees, customers and vendors during the Garcia Restricted Period. The Company’s obligation to provide the payments and benefits described above are subject to Mr. Garcia’s continued compliance with such non-competition and non-solicitation restrictions during the Garcia Restricted Period.

Employment Agreement with Juan R. Figuereo Entered into Following the End of Fiscal 2015

On April 12, 2016 (“Figuereo Effective Date”), the Company and Products Corporation entered into an employment agreement with Mr. Figuereo (the “Figuereo Employment Agreement”), which, among other things, provides that Mr. Figuereo will serve as the Company’s Executive Vice President and Chief Financial Officer at an annual base salary of not less than $600,000, with a target annual bonus under the Incentive Compensation Plan of 75% of his base salary, with the possibility of exceeding such amount based upon the Company’s and/or Mr. Figuereo’s over-achievement of their respective objectives. During his employment with the Company, Mr. Figuereo is eligible to participate in the Company’s LTIP programs under the Incentive Compensation Plan, subject to Compensation Committee approval. In addition, the Company approved the following LTIP award opportunities for Mr. Figuereo: (i) a $500,000 target award under the Company’s 2016 LTIP (payable in March 2019 based on the extent to which the Company achieves certain performance metrics over 2016, 2017 and 2018); (ii) a $333,333 target award under the Company’s 2016-2017 Transitional LTIP (payable in March 2018 based on the extent to which the Company achieves certain performance metrics over 2016 and 2017); and (iii) a target award of $166,667 under the Company’s 2016 Transitional LTIP (payable in March 2017 based on the extent to which the Company achieves certain performance metrics during 2016).

On the first anniversary of the Figuereo Effective Date (the “Figuereo Grant Date”), Revlon will grant to Mr. Figuereo restricted shares of Revlon Class A Common Stock, with the number of shares being in an amount equal to $3,750,000 divided by the NYSE closing price of Revlon Class A Common Stock on the Figuereo Effective Date (the “Figuereo Restricted Stock Grant”). One-fifth of the Figuereo Restricted Stock Grant will be vested on the Figuereo Grant Date, with the remaining four-fifths vesting ratably on each of the first 4 anniversaries of the Figuereo

Grant Date. In lieu of making the Figuereo Restricted Stock Grant, the Board of Directors of Revlon may, at its election based on the occurrence of certain events impacting the price of Revlon’s Class A Common Stock, choose to pay Mr. Figuereo $1,125,000 on each of the first 5 anniversaries of the Figuereo Effective Date (the “Figuereo Deferred Cash Award”).

Vesting of the Figuereo Restricted Stock Grant and the Figuereo Deferred Cash Award, as applicable, is generally subject to Mr. Figuereo’s continuous employment with the Company on each applicable vesting or payment date. However, his award is subject to earlier vesting or payment, as applicable, upon the occurrence of a “change of control” or upon a termination by the Company “without cause” (as such terms are defined in the Figuereo Employment Agreement) following certain corporate transactions.

Mr. Figuereo is entitled to participate in other benefit plans generally made available to the Company’s other senior executives at his level, including a $30,000 per annum car allowance and a $10,000 per annum financial counseling and tax preparation allowance. The Company will also pay or reimburse Mr. Figuereo for the reasonable costs that he incurs in connection with his relocation to the greater New York City area.

While the term of the Figuereo Employment Agreement is indefinite, it may be terminated by the Company on 12 months’ notice, or sooner pursuant to certain termination provisions in the Figuereo Employment Agreement. If Mr. Figuereo (i) terminates his employment as a result of RCPC’s “material breach” of the Figuereo Employment Agreement or (ii) is terminated by the Company for any reason other than for “cause,” death or disability, he would be eligible to receive the greater of (a) 12 months’ separation pay and benefits and (b) the benefits provided under the Company’s Executive Severance Pay Plan. The Executive Severance Pay Plan currently provides for base salary continuation for 12 months, plus an additional 2 weeks of base salary for each full year of service with the Company, up to a total of 18 months.

Upon a change of control, the term of the Figuereo Employment Agreement would be extended for 24 months from the effective date of such change of control and if, within such period, Mr. Figuereo terminated his employment for “COC good reason” or if the Company terminated his employment other than for “cause,” he would receive: (i) two times the sum of (a) his base salary and (b) his average gross bonus earned over the previous five years; (ii) 24 months’ continuation of fringe benefits; and (iii) all of his unvested restricted shares, if any, would immediately vest.

Termination Payments

Mr. Delpani

Under his employment agreement, if Mr. Delpani had been terminated without “cause” on December 31, 2015 and (i) the Company did not elect to enforce the 24-month non-compete provision, the estimated aggregate total of termination benefits during the maximum severance period of 30 days would have been approximately $1,304,851, consisting of the following: (a) $100,000, representing 30 days’ of Mr. Delpani’s annual base salary on December 31, 2015; (b) $1,200,000, representing Mr. Delpani’s 2015 target bonus, subject to adjustment based on the Company’s 2015 achievement under the terms of the 2015 Annual Bonus Program (as noted above, Mr. Delpani’s actual bonus for 2015 was $2,160,000); (c) approximately $413, representing the cost of 30 days of life insurance coverage; and (d) approximately $4,438, representing the cost of 30 days of medical and dental insurance coverage; and (ii) the Company had elected to enforce the non-compete provision for the maximum 24-month period, the estimated aggregate total of termination benefits during the maximum severance period of 24 months would have been approximately $2,516,413, consisting of the following: (a) $1,200,000, representing two times 50% of Mr. Delpani’s annual base salary on December 31, 2015; (b) $1,200,000, representing Mr. Delpani’s 2015 target bonus, subject to adjustment based on the Company’s 2015 achievement under the terms of the 2015 Annual Bonus Program (as noted above, Mr. Delpani’s actual bonus for 2015 was $2,160,000); (c) approximately $9,907, representing the cost of 24 months of life insurance coverage; and (d) approximately $106,506, representing the cost of 24 months of medical and dental insurance coverage. Mr. Delpani’s severance payments would have been conditional on his compliance with the Company’s standard confidentiality and non-competition provisions during any such severance period. See the description of the Delpani TSA under “Employment Agreements – Mr. Delpani,” above.

Mr. Pieraccioni

Under his employment agreement, if Mr. Pieraccioni had been terminated without “cause” on December 31, 2015, the estimated aggregate total of termination benefits during a severance period of 12 months would have been approximately $1,121,977, consisting of the following: (a) $623,077, representing Mr. Pieraccioni’s annual base

salary on December 31, 2015 for the 12-month severance period; (b) $450,000, representing Mr. Pieraccioni’s 2015 target bonus, subject to adjustment based on the Company’s and Mr. Pieraccioni’s level of achievement under the terms of the 2015 Annual Bonus Program (as noted above, Mr. Pieraccioni’s actual bonus for 2015 was $810,000); (c) approximately $2,572, representing the cost of 12 months and 2 weeks of life insurance coverage; and (d) approximately $46,328, representing the cost of 12 months and 2 weeks of group medical, dental and vision insurance coverage. The Company’s obligation to make such payments and benefits would be conditioned on Mr. Pieraccioni’s execution of a valid release of claims and his continued compliance with the Company’s Employee Agreement as to Confidentiality and Non-Competition.

Mr. Simon

Under his employment agreement, if Mr. Simon had been terminated without “cause” on December 31, 2015, the estimated aggregate total of termination benefits during a severance period of 18 months would have been approximately $1,353,715, consisting of the following: (a) $900,000, representing Mr. Simon’s annual base salary on December 31, 2015 for the 18-month severance period; (b) $450,000, representing Mr. Simon’s 2015 target bonus, subject to adjustment based on the Company’s 2015 achievement under the terms of the 2015 Annual Bonus Program (as noted above, Mr. Simon’s actual bonus for 2015 was $810,000); and (c) approximately $3,715, representing the cost of 18 months of life insurance coverage.

Change of Control Payments

Mr. Delpani

Mr. Delpani ceased employment with the Company effective March 31, 2016, and not following a “change of control”. For a summary of Mr. Delpani’s remaining “change of control” benefits, see the description of the Delpani TSA under “Employment Agreements” above.

As per Mr. Delpani’s employment agreement, the estimated aggregate total of benefits that would have been payable upon a “change of control” and if thereafter Mr. Delpani had been terminated on December 31, 2015 would have been approximately $16,646,946, consisting of the following: (a) $2,400,000, representing 2 times his $1,200,000 annual base salary on December 31, 2015; (b) $2,609,947, representing 2 times his average 5-year bonus; (c) approximately $15,900, representing 2 years of contributions under the Company’s 401(k) Plan; (d) approximately $108,000, representing 2 years of profit sharing contributions under the 401(k) Plan; (e) approximately $9,907, representing the cost of 24 months of life insurance coverage; (f) approximately $106,506, representing the cost of 24 months of group medical and dental insurance coverage; (g) $60,000, representing 24 months of annual car allowance; (h) $20,000, representing 24 months of tax preparation and financial counseling allowance; and (i) approximately $7,316,686, representing the fair market value attributable to the accelerated vesting of his 262,812 shares of unvested restricted stock, based on the NYSE closing market price per share of $27.84 on December 31, 2015. Upon a “change of control” without the successor entity assuming or otherwise continuing the terms of the LTIP, Mr. Delpani also would have been entitled to the payout of the remaining unpaid portion of his previously earned LTIP awards, to be paid at target on a pro-rated basis, in the aggregate amount as of December 31, 2015 of $4,000,000, consisting of: (i) $2,000,000, representing 100% of his $2,000,000 2014 Transitional LTIP (based on 2 years completed of the 2 1-year (2014-2015) performance periods); (ii) $1,333,333, representing 67% of his $2,0000,000 2014 LTIP (based on 2 years completed of the 3 1-year (2014-2016) performance periods); (ii) and (iii) $666,667, representing 33% of his $2,000,000 2015 LTIP (based on 1 year completed of the 3 1-year (2015-2017) performance periods).

Mr. Pieraccioni

Under the Pieraccioni Amended Employment Agreement, in the event of any “change of control,” the terms of his employment agreement would be extended for an additional 24 months from the effective date of any such “change of control.” The Pieraccioni Amended Employment Agreement also provides that if, within this 24-month period, he were to terminate his employment with the Company for “COC good reason” (as defined under the Pieraccioni Amended Employment Agreement) or if the Company were to terminate his employment other than for “cause,” he would receive: (i) a lump-sum payment equal to two times the sum of (a) his base salary and (b) his average gross bonus earned over the five calendar years prior to termination; and (ii) 24 months of continuation of all fringe benefits in which he participated on the “change of control” effective date or, in lieu of such benefits, a lump-sum cash payment equal to the value of such benefits. The Pieraccioni Amended Employment Agreement also provides that,

in the event of a “change of control,” all then-unvested stock options and restricted shares held by him shall immediately vest and become fully exercisable. Mr. Pieraccioni does not hold any unvested options. For information on unvested shares of restricted stock held by the Name Executive Officers, see the “Summary Compensation Table” and “Outstanding Equity Awards at Fiscal Year-End,” above.

Under the Incentive Compensation Plan, if, in connection with a “change of control,” a successor entity assumes the LTIP, does not terminate the LTIP or provides participants with comparable LTIP benefits, then outstanding LTIP awards remain payable in accordance with their terms. Otherwise, upon a “change of control,” LTIP awards related to the performance period when any “change of control” event occurs are to be paid at target on a pro-rated basis (based on the number of days elapsed with respect to the applicable LTIP performance period) within 60 days following such “change of control,” and (ii) LTIP awards related to prior performance periods as to which the respective performance objectives were achieved, but for which payments remain outstanding, are to be paid within 60 days following any such “change of control.”

The estimated aggregate total of benefits upon a “change of control” and subsequent termination if Mr. Pieraccioni had been terminated on December 31, 2015 would have been approximately $5,512,256, consisting of the following: (a) $1,200,000, representing 2 times his $600,000 annual base salary on December 31, 2015; (b) $1,229,220, representing 2 times his average 5-year bonus; (c) approximately $15,900, representing the cost of 2 years of contributions under the Company’s 401(k) Plan; (d) approximately $54,000 in respect of 2 years of profit sharing contributions under the 401(k) Plan; (e) approximately $4,954, representing the cost of 24 months of life insurance coverage; (f) $60,000, representing 24 months of car allowance; (h) $20,000, representing 24 months of tax preparation and financial counseling allowance; (i) approximately $89,226, representing the cost of 24 months of group medical and dental insurance coverage; and (j) $2,838,956, representing the fair market value attributable to the accelerated vesting of his 101,974 shares of unvested restricted stock that were outstanding as of December 31, 2015 (excluding the 32,082 restricted shares that he was granted on February 25, 2016), based on the NYSE closing market price per share of $27.84 on December 31, 2015. Upon a “change of control” without the successor entity assuming or otherwise continuing the terms of the LTIP, Mr. Pieraccioni also would be entitled to the payout of the remaining unpaid portion of his previously earned LTIP awards, to be paid at target on a pro-rated basis, in the amount of $833,333, consisting of: (i) $333,333, representing the remaining two-thirds portion of his $500,000 2014 Transitional LTIP (based on its 2-year performance period (i.e., 2014 and 2015)) (which award was in fact paid in March 2016); (ii) $333,333, representing two-thirds of his $500,000 2014 LTIP (based on 2 years completed of the 3-year performance period (i.e., 2014, 2015 and 2016)); and (iii) $166,667, representing one-third of his $500,000 2015 LTIP (based on 1 year completed of the 3-year performance period (i.e., 2015, 2016 and 2017)).

Mr. Simon

Mr. Simon ceased employment with the Company on February 29, 2016, and not following a “change of control.”

As per Mr. Simon’s employment agreement, the estimated aggregate total of benefits that would have been payable upon a “change of control” and if thereafter Mr. Simon had been terminated on December 31, 2015 would have been approximately $5,209,749, consisting of the following: (a) $1,200,000, representing 2 times his $600,000 annual base salary on December 31, 2015; (b) $915,048, representing 2 times his average 5-year bonus; (c) approximately $15,900, representing 2 years of contributions under the Company’s 401(k) Plan; (d) approximately $54,000 in respect of 2 years of profit sharing contributions under the 401(k) Plan; (e) approximately $4,954, representing the cost of 24 months of life insurance coverage; (f) $60,000, representing 24 months of car allowance; (g) $20,000, representing 24 months of tax preparation and financial counseling allowance; and (h) approximately $2,106,514, representing the fair market value attributable to the accelerated vesting of his 75,665 shares of unvested restricted stock, based on the NYSE closing market price per share of $27.84 on December 31, 2015. Upon a “change of control” without the successor entity assuming or otherwise continuing the terms of the LTIP, Mr. Simon also would be entitled to the payout of the remaining unpaid portion of his previously earned LTIP awards, to be paid at target on a pro-rated basis, in the amount as of December 31, 2015 of $833,333, consisting of: (i) $333,333, representing 100% of the second tranche of his $500,000 2014 Transitional LTIP (based on 2 years completed of the 2 1-year performance periods (2014 and 2015)); (ii) $333,333, representing 2-thirds of his $500,000 2014 LTIP (based on 2 years completed of the 3 1-year (2014-2016) performance periods); and (iii) $166,667, representing one-third of his $500,000 2015 LTIP (based on one year completed of the 3 1-year (2015-2017) performance periods).

GRANTS OF PLAN-BASED AWARDS

Non-Equity Awards

The following tables present information about the target amounts of the non-equity, plan-based awards that were granted to the 2015 NEOs in the last completed fiscal year. The actual payout of such awards requires the satisfaction of certain performance objectives by the Company and the 2015 NEOs and other conditions. For amounts actually paid in respect of 2015, see the “Summary Compensation Table,” above. For additional factors relevant to an understanding of the below tables and the 2015 Incentive Compensation Programs, including funding levels for payouts in respect of 2015 performance, see the “Compensation Discussion and Analysis,” above.

LTIP Awards

The Compensation Committee, at management’s recommendation, approved the award of performance-based LTIPs under the 2015 Incentive Compensation Programs to eligible NEOs covering the 2015 performance period. Prior to approving such awards, the Compensation Committee approved the structure of the 2015 Incentive Compensation Programs, as well as performance targets applicable to both the Company and each of the NEOs. Amounts earned are based upon the Company’s degree of achievement of its respective performance targets for the applicable performance periods and the NEO’s achieving at least a target performance rating under the Company’s management assessment process for each year covered by the LTIP’s performance period. The Compensation Committee reviews and certifies management’s assessment of the extent to which both the Company and each of the NEOs achieved their respective performance targets, prior to the Compensation approving the payment of the award amounts.

Annual Bonus Awards

As noted above, the below amounts do not represent actual amounts paid to the 2015 NEOs under the 2015 Annual Bonus Program. See “Summary Compensation Table,” above, for actual amounts earned by the 2015 NEOs in respect of 2015.

Equity Awards

During 2015, the Compensation Committee approved a grant of restricted shares of the Company’s Class A Common Stock under the Stock Plan to Mr. Pieraccioni (as described in the table below), as well as to certain other key members of the Company’s senior management leadership team. The 2015 Restricted Stock Grants were designed to provide their participants with a strong retention incentive and a significant stake in Revlon’s long-term success, while aligning the interests of management with shareholder interests. Provided Mr. Pieraccioni remains employed by the Company on each such vesting date, his 2015 Restricted Stock Grant vests in 4 equal installments over 4 years, and in full upon any “change of control.” Mr. Pieraccioni had his first one-fourth vesting event on March 15, 2016. Mr. Pieraccioni is required to retain such shares, even after they vested, so long as he remains employed by the Company.

The grant date fair values stated in the table below reflect the number of shares of restricted stock granted during 2015 to the 2015 NEOs multiplied by the NYSE closing market price of the Company’s Class A Common Stock on the grant date.

In connection with his election as the Company’s Executive Vice President and Chief Operating Officer on February 25, 2016, Mr. Pieraccioni received a restricted stock grant of 32,082 shares of Revlon, Inc. Class A Common Stock during 2016 which is not included in the table above. This 2016 grant was previously publicly reported in the Company’s 2015 Form 10-K and on a Form 4 filed with the SEC on February 29, 2016. One-fourth of the restricted shares granted to Mr. Pieraccioni in 2016 vested on March 15, 2016 and the remaining 2016 restricted shares vest in equal installments on March 15, 2017, March 15, 2018 and March 15, 2019, and in full upon any “change of control.”

No dividends are payable on unvested shares of restricted stock. As of December 31, 2015, all of the restricted shares listed in the table above were unvested and therefore had no realizable monetary value as of that date. As noted above, one-fourth of Mr. Pieraccioni’s 2015 Restricted Stock Grant vested after December 31, 2015, on March 15, 2016.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth certain information regarding equity awards in the form of restricted stock of the Company’s Class A Common Stock held by the 2015 NEOs under the Company’s Stock Plan which had not vested and remained outstanding as of December 31, 2015.

For Mr. Pieraccioni, his restricted shares are scheduled to vest in 4 equal installments on March 15, 2016 (which shares have vested), March 15, 2017, March 15, 2018 and March 15, 2019. On February 25, 2016, in connection with his election as the Company’s Executive Vice President and Chief Operating Officer, Mr. Pieraccioni was granted an additional 32,082 shares of restricted stock, which shares vest in 4 equal installments on March 15, 2016 (which shares have vested), March 15, 2017, March 15, 2018 and March 15, 2019.

For Mr. Simon, pursuant to his Separation Agreement, one-fifth of his restricted shares set forth under the “Number of Shares or Units of Stock That Have Not Vested” column (i.e., 15,133 shares) vested after December 31, 2015 on March 15, 2016, and remaining balance of his restricted shares that were otherwise scheduled to vest on March 15 of 2017, 2018, 2019 and 2020 (i.e., 60,532 shares in the aggregate) were cancelled and forfeited after his separation from employment.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth the value of restricted stock held by the 2015 NEOs which vested during 2015, with the value determined by multiplying the number of shares that vested during 2015 by the NYSE closing market price of the Company’s Class A Common Stock on the applicable vesting date. None of the NEOs hold any stock options, nor has the Company ever granted any stock options to them.

16,425 shares of Mr. Pieraccioni’s restricted stock vested on March 15, 2015. Of this amount, 9,169 shares were withheld by the Company to cover tax withholding obligations; such withheld shares were not sold on the open market and became Company treasury shares.

PENSION BENEFITS

The following table shows, as of December 31, 2015, the number of years of credited service under the Company’s pension plans, and the present value of accumulated benefit and payments during the last fiscal year, with respect to each NEO who has any pension benefits. As described below, Messrs. Delpani, Pieraccioni and Simon do not have any pension benefits, as they joined the Company after the Company’s pension plans (namely, the Revlon Employees’ Retirement Plan (as amended, the “Retirement Plan”) and the Amended and Restated Revlon Pension Equalization Plan (the “PEP”)) were frozen effective December 31, 2009.

NON-QUALIFIED DEFERRED COMPENSATION

As previously noted, the Company “froze” its U.S. qualified and non-qualified defined benefit retirement plans (i.e., the Retirement Plan and the PEP) to cease future benefit accruals under such plans after December 31, 2009. The Company also amended its qualified and non-qualified savings plans effective January 1, 2010 to enable the Company, on a discretionary basis, to make profit-sharing contributions (equal to 3% of eligible compensation for 2015) to the qualified plan and, to the extent eligible compensation exceeds IRS limits, to the Excess Savings Plan, a non-qualified, defined contribution plan.

The Excess Savings Plan provides for substantially the same investment choices as are available in the Company’s qualified 401(k) Plan. The Excess Savings Plan does not provide for above-market returns. Payments of participant balances under the Excess Savings Plan commence in accordance with the applicable provisions of the Excess Savings Plan after termination of a participant’s employment and may be paid in either annual installments over a period of no more than 10 years or as a single lump-sum payment, as elected by the participant.

Amounts shown in the table below reflect discretionary Company contributions made under the discretionary employer profit-sharing provisions of the Excess Savings Plan during 2015, as well as total account balances, inclusive of investment returns, as of December 31, 2015.

Amounts reported under “Registrant Contributions for 2015” are also included in the amounts shown under the “All Other Compensation” column in the Summary Compensation Table.

DIRECTOR COMPENSATION

The following Director Compensation table shows all compensation paid by the Company in respect of 2015 to its Directors who served on the Board during 2015:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 13, 2016, the number of shares of each class of the Company's voting capital stock beneficially owned, and the percent so owned, by (i) each person known to the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities; (ii) each Director of the Company who served on the Board during 2015; (iii) the Chief Executive Officer during 2015 and each of the other 2015 NEOs; and (iv) all Directors who served on the Board during 2015, director nominees and the 2015 NEOs as a group. The number of shares owned are those beneficially owned, as determined under the SEC’s applicable rules, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of voting capital stock as to which a person has sole or shared voting power or investment power and any shares of voting capital stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth as of December 31, 2015, with respect to all equity compensation plans of the Company previously approved and not previously approved by its stockholders: (i) the number of securities to be issued upon the exercise of outstanding options, warrants and rights; (ii) the weighted-average exercise price of such outstanding options, warrants and rights; and (iii) the number of securities remaining available for future issuance under such equity compensation plans, excluding securities reflected in column (a).