DEF 14A 1 nc10020840x1_def14a.htm DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only

(as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Rule 14a-12

REVLON, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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One New York Plaza

New York, NY 10004

April 20, 2021

Dear Stockholders:

I am pleased to cordially invite you to attend Revlon, Inc.’s 2021 Annual Stockholders’ Meeting (the “Annual Meeting”). In light of public health concerns regarding the COVID-19 pandemic, the 2021 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 3, 2021 in a virtual-only format accessible at www.virtualshareholdermeeting.com/REV2021. The 2021 Annual Meeting will begin promptly at 10:00 a.m. Eastern Time, and we recommend logging in to the virtual meeting website at least 10-15 minutes in advance of the start time. You will not be able to attend the virtual Annual Meeting in person.

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 access the virtual meeting.

Our Board of Directors has fixed the close of business of April 8, 2021 as the record date for the Annual Meeting. Only stockholders of record on April 8, 2021 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

While stockholders may exercise their right to vote their shares at the 2021 Annual Meeting, we recognize that many stockholders may not be able to attend the virtual 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 2021 Proxy Statement, the 2020 Annual Report and a form of proxy card. Our proxy materials are being furnished to Revlon, Inc. stockholders on or about April 20, 2021.

Whether or not you plan to attend the 2021 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 2021 Proxy Statement. This will not restrict your right to attend the 2021 Annual Meeting and vote your shares at the meeting.

Thank you.

Sincerely yours,

President & Chief Executive Officer

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NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

You are invited to attend the 2021 Annual Stockholders’ Meeting of Revlon, Inc. (the “Company”) to be held at 10:00 a.m., Eastern Time, on Thursday, June 3, 2021 in a virtual-only format accessible at http://www.virtualshareholdermeeting.com/REV2021. You will need to enter your Control Number(s) listed on your Internet Notice or proxy card in order to be admitted to the 2021 Annual Meeting, and you will be able to vote or ask questions by following the instructions available on the meeting website during the 2021 Annual Meeting.

Items of Business:

1.	Election of all 9 director nominees to the Company’s Board of Directors for the coming year;

2.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2021;

3.	Approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan; and

4.	Transaction of other business properly brought before the 2021 Annual Meeting or any adjournment.

Record Date:

Only stockholders of record of Revlon Common Stock at 5:00 p.m., Eastern Time, on April 8, 2021 are entitled to notice of, and to attend and vote at, the 2021 Annual Meeting and at any adjournments of such meeting.

YOUR VOTE IS IMPORTANT TO US.

PLEASE EXERCISE YOUR RIGHT TO VOTE

For at least 10 days prior to the 2021 Annual Meeting, a list of stockholders entitled to vote at the 2021 Annual Meeting will be available for inspection during normal business hours at the offices of the Company’s Secretary at One New York Plaza, 50^th Floor, New York, NY 10004, or if we determine that a physical in-person inspection is not practicable, such stockholders list may be made available electronically. Such list also will be available at the 2021 Annual Meeting at http://www.virtualshareholdermeeting.com/REV2021.

The approximate date on which these proxy materials are first being made available to all stockholders of record entitled to vote at the 2021 Annual Meeting is April 20, 2021.

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Important Notice Regarding the Internet Availability of Proxy Materials:

Our Proxy Statement, the Notice of Annual Stockholders’ Meeting and our 2020 Annual Report are available at www.proxyvote.com (where stockholders may also vote their shares over the Internet) and at www.revloninc.com.

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 2021 Annual Meeting.

Thank you.

By Order of the Board of Directors

Deputy General Counsel and Corporate Secretary

April 20, 2021

TO ENABLE YOU TO VOTE YOUR SHARES IN ACCORDANCE WITH YOUR WISHES, PLEASE PROMPTLY SUBMIT YOUR VOTE BY INTERNET, TELEPHONE OR MAIL BY FOLLOWING THE INSTRUCTIONS FOUND ON YOUR INTERNET NOTICE, VOTING INSTRUCTION FORM OR PROXY CARD.

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PROXY STATEMENT SUMMARY			S-i
PROXY STATEMENT Annual Stockholders’ Meeting to be held on June 3, 2021			1
Solicitation and Voting of Proxies; Revocation			1
Record Date			1
Quorum and Voting Rights			2
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			3
Vote Required and Board of Directors’ Recommendation (Proposal No. 1)			3
Nominees for Election as Directors			3
CORPORATE GOVERNANCE			8
Board of Directors and its Committees			8
Board Size and Committees			8
“Controlled Company” Exemption			8
Smaller Reporting Company			8
Number of Board and Committee Meetings			8
Director Attendance at Annual Stockholders’ Meeting			8
Board Leadership Structure			9
Director Nominating Processes; Diversity			9
Stockholder Process for Submitting Director Nominees			9
Stockholder-Director Communications			10
Non-Management Executive Sessions			10
Audit Committee			10
Composition of the Audit Committee			10
Audit Committee Charter			10
Audit Committee Responsibilities			11
Audit Committee Complaint Procedures			11
Audit Committee Report			11
Compensation Committee			12
Composition of the Compensation Committee			12
Compensation Committee Charter			12
Compensation Committee’s Responsibilities			12
Role of the Compensation Committee			12
Role of Independent Compensation Consultant			13
Compensation Committee’s Delegation of Authority			13
2020 “Say-on-Pay” Vote Results			13
DIRECTOR COMPENSATION			14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			16
EXECUTIVE OFFICERS			18
2020 NEOS			18
RISK MANAGEMENT			19
EXECUTIVE COMPENSATION			20
SUMMARY COMPENSATION TABLE			20
COMPENSATION BENCHMARKING			23
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			23
EMPLOYMENT AGREEMENTS AND PAYMENTS UPON TERMINATION AND CHANGE OF CONTROL			25
I. Employment Agreements			25
II. Payments Upon Termination and Change of Control			27
EQUITY COMPENSATION PLAN INFORMATION			29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			30
5.75% Senior Note Exchange Offer			30
Transfer and Reimbursement Agreements			30

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Tax Sharing Agreements			31
Registration Rights Agreement			31
2020 Restated Line of Credit Facility			32
Other Transactions			32
CODE OF CONDUCT AND BUSINESS ETHICS AND SENIOR FINANCIAL OFFICER CODE OF ETHICS			33
DELINQUENT SECTION 16(A) REPORTS			33
PROPOSAL NO. 2 — RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF KPMG LLP			34
Vote Required and Board of Directors’ Recommendation (Proposal No. 2)			34
AUDIT FEES			35
PROPOSAL NO. 3 — SECOND AMENDMENT TO THE COMPANY’S FOURTH AMENDED AND RESTATED STOCK PLAN			36
Vote Required and Board of Directors’ Recommendation (Proposal No. 3)			40
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			41
DISTRIBUTION OF PROXY MATERIALS; COSTS OF DISTRIBUTION AND SOLICITATION;INTEREST OF CERTAIN PERSONS			46
HOUSEHOLDING OF STOCKHOLDER MATERIALS			46
SUBMISSION OF STOCKHOLDER PROPOSALS			46
VOTING THROUGH THE INTERNET OR BY TELEPHONE			46
ADDITIONAL INFORMATION			47
OTHER BUSINESS			47

2021 AUDIT COMMITTEE PRE-APPROVAL POLICY			ANNEX A
SECOND AMENDMENT TO THE COMPANY’S FOURTH AMENDED AND RESTATED STOCK PLAN			ANNEX B
THE COMPANY’S FOURTH AMENDED AND RESTATED STOCK PLAN, AS AMENDED SEPTEMBER 5, 2019			ANNEX C

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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 2020 Annual Report, before voting on the matters presented in this Proxy Statement.


2021 Annual Stockholders’ Meeting

Time & Date:	10:00 a.m., Eastern Time, on June 3, 2021
Webcast:	The meeting will be held in a virtual-only format accessible at http://www.virtualshareholdermeeting.com/REV2021
Record Date:	April 8, 2021
Voting:	Each share of Revlon Common Stock is entitled to one vote
Admission:	Stockholders of record on the Record Date will need to enter their Control Number(s) listed on their Internet Notice or proxy card in order to be admitted to the 2021 Annual Meeting; see the “Questions and Answers About the Annual Meeting and Voting” section of this 2021 Proxy Statement for more information
Meeting Agenda:	1.	Election of Directors
	2.	Ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2021
	3.	Approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan
	4.	Transact such other business that may properly be brought before the meeting

Voting Matters


Item		Board Vote Recommendation

1.	Election of Directors	FOR each Director nominee
2.	Ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2021	FOR
3.	Approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan	FOR

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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.


Name	Revlon Director Since	Independent

Ronald O. Perelman (Chairman)	1992
E. Scott Beattie	2016
Alan Bernikow	2003	✔
Kristin Dolan	2017	✔
Cristiana Falcone	2014	✔
Ceci Kurzman	2013	✔
Victor Nichols	2019	✔
Debra Perelman	2015
Barry F. Schwartz	2007	✔

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PROXY STATEMENT

ANNUAL STOCKHOLDERS’ MEETING

TO BE HELD ON JUNE 3, 2021

This Proxy Statement is furnished on or about April 20, 2021 by 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 Company’s 2021 Annual Stockholders’ Meeting (the “2021 Annual Meeting”).

Solicitation and Voting of Proxies; Revocation

All proxies properly submitted to the Company will be voted on all matters presented at the 2021 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:

(1)	FOR the election to the Board of Directors of each of the director nominees identified in this Proxy Statement;

(2)	FOR the ratification of the Audit Committee’s selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for 2021; and

(3)	FOR the approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan.

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 2021 Annual Meeting was December 23, 2020. 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 2021 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, 2021 and April 5, 2021 and not subsequently withdrawn. Such notices must have included, 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 2021 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 virtually at the 2021 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 2021 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, 50th Floor, New York, NY 10004, Attention: Grace Fu and via email at grace.fu@revlon.com, which must be received before the original proxy is voted at the 2020 Annual Meeting; (ii) executing and delivering a proxy bearing a later date to the Company’s Secretary, which must be received before the original proxy is voted at the 2021 Annual Meeting; or (iii) attending the 2021 Annual Meeting and voting virtually.

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

Only holders of record of shares of the Company’s Class A common stock, par value $0.01 per share (“Revlon Common Stock”), at 5:00 p.m., Eastern Time, on April 8, 2021 (the “Record Date”) will be entitled to notice of and to vote at the 2021 Annual Meeting or any adjournments. Stockholders will be entitled to vote the number of shares of Revlon Common Stock held by them on the Record Date.

On the Record Date, there were issued and outstanding 53,486,372 shares of Revlon 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.

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As of the Record Date, MacAndrews & Forbes Incorporated (together with certain of its affiliates (other than the Company and its subsidiaries), “MacAndrews & Forbes” or “M&F”)) beneficially owned 46,223,321 shares of Revlon Common Stock, representing approximately 86.42% of the voting power of such stock. MacAndrews & Forbes is beneficially owned by Ronald O. Perelman. Mr. Perelman is Chairman of the Board of Directors of Revlon and of Revlon Consumer Products Corporation, the Company’s wholly-owned operating subsidiary (“Products Corporation”).

Quorum and Voting Rights

The presence at the meeting or by duly submitted proxy of the holders of a majority of the total number of votes of Revlon Common Stock entitled to vote at the 2021 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 2021 Annual Meeting for the purposes of determining a quorum.

Under applicable NYSE rules, “broker non-votes” will also be included in the calculation of the number of shares present at the 2021 Annual Meeting for the purposes of determining a quorum, as there is at least one “routine” matter for consideration at the 2021 Annual Meeting. “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 did not receive voting instructions from the beneficial owner of the shares. Proposal No. 2 (Ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2021) constitutes a “routine” matter under applicable NYSE rules. Accordingly, “broker non-votes” will be included in the calculation of the number of shares present at the 2021 Annual Meeting for the purposes of determining a quorum.

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) and Proposal No. 3 (Stock Plan Amendment), as each of such proposals is considered a “non-routine” matter under applicable NYSE rules.

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 2021), as it 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:

(1)	FOR the election to the Board of Directors of each of the director nominees identified in this Proxy Statement;

(2)	FOR the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2021; and

(3)	FOR the approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan.

Accordingly, upon MacAndrews & Forbes’ vote, there will be a quorum for the 2021 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 Proposals Nos. 1, 2 and 3.

If shares of Revlon 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 28, 2021 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 2021 Annual Meeting in the manner described above.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The directors nominated for election by the Board of Directors will be elected at the 2021 Annual Meeting to serve until the Company’s next annual stockholders’ meeting.

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

The election to the Board of Directors of each of the director nominees identified in this Proxy Statement requires the affirmative vote of a plurality of the votes cast by the holders of Revlon Common Stock present or represented by proxy at the 2021 Annual Meeting and entitled to vote. You may choose to have your vote WITHHELD with respect to one or more of the nominees. If you withhold your vote with respect to any nominee, your vote will have no effect on the election of such nominee. With respect to Proposal No. 1, unless such proxies are revoked, 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 director nominee in this Proxy Statement. Brokers do not have the ability to vote on Proposal No. 1 (Election of Directors) absent instructions from the beneficial owner of the shares, as this is a “non-routine” proposal.

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

Nominees for Election as Directors

Below are the name, age (as of December 31, 2020) and biographical information of each of the director nominees and a summary of the respective nominees’ skills and qualifications to serve on the Company’s Board of Directors.

Ronald O. Perelman
Age: 77	Skills and Qualifications: • Extensive business and financial experience (including managing diverse businesses within the MacAndrews & Forbes group of companies) • Public company board experience • Knowledge of the Company and long-standing service as a Company Director • Position as the Company’s controlling beneficial stockholder	Committees: • None
Director Since: 1992		Public Company Directorships Held During the Past 5 Years: • Revlon, Inc. (1992 – present) • Revlon Consumer Products Corporation (1992 – present) • Scientific Games Corporation (2003 – September 2020)
Mr. Perelman has been Chairman of the Board of Directors of the Company and of 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 also served as Chairman of the Board of Scientific Games Corporation (“Scientific Games”) from November 2013 to September 2020.

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E. Scott Beattie
Age: 62	Skills and Qualifications: • Senior executive experience • Public company board experience • Familiarity with Elizabeth Arden and long-standing service as the former CEO of Elizabeth Arden • Knowledge of the Company and on-going service as a Company Director	Committees: • None
Director Since: 2016		Public Company Directorships Held During the Past 5 Years: • Revlon, Inc. (2016 – present) • Elizabeth Arden, Inc. (1995 – 2016)
Mr. Beattie has been a Director of the Company since November 2016 and currently serves as a non-executive Vice Chairman of the Company’s Board. Mr. Beattie also serves as a non-employee senior advisor to the Company’s Chief Executive Officer. Previously, Mr. Beattie served as Chairman of Elizabeth Arden’s Board from April 2000 until its acquisition by the Company in September 2016 and as a member of its Board from January 1995 until September 2016. From March 1998 until September 2016, he also served as Elizabeth Arden’s President and Chief Executive Officer. Mr. Beattie previously served in other positions with Elizabeth Arden, including as its Chief Operating Officer and Vice Chairman of its Board. He also serves on the Boards of Directors of Rexair, LLC and Boosted.ai and has served as a Board advisor for Crisp since 2019. Since May 2020, Mr. Beattie has served as Chairman of the Board of NexJ Systems, a company listed and traded on the Toronto Stock Exchange, and serves as a member of its Audit Committee and Governance Committee.

Alan Bernikow
Age: 80	Skills and Qualifications: • Senior executive and business experience • Extensive accounting experience and financial expertise, including 26 years of service at Deloitte & Touche LLP and its predecessors • Public company board and audit committee experience • Knowledge of the Company and long- standing service as a Company Director	Committees: • Audit (Chairman) • Compensation (Chairman)
Director Since: 2003		Public Company Directorships Held During the Past 5 Years: • Revlon, Inc. (2003 – present) • Revlon Consumer Products Corporation (2003 – present) • Mack-Cali Realty Corporation (2004 – June 2020) • UBS Funds (2005 – present) • FCB Financial Holdings, Inc. (2010 – January 2019) • Destination XL Group, Inc. (2003 – 2017)
Mr. Bernikow 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 as 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 its predecessor, Touche Ross, which he joined in 1977. Prior to that, Mr. Bernikow was the National Administrative Partner in Charge for the accounting firm, J.K. Lasser & Company, which he joined in 1966. From 2004 until June 2020, Mr. Bernikow served as a member of the Board and as Chairman of the Audit Committee of Mack-Cali Realty Corporation (“Mack-Cali”), a publicly-traded company which is required to file reports pursuant to the Exchange Act, and since 2014 served as its Lead Independent Director. Mr. Bernikow is also a director or trustee and serves as Chairman of the audit committees of 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. From 2003 until March 2017, Mr. Bernikow served as a member of the Board and as a member of the Nominating and Corporate Governance Committee of Destination XL Group, Inc. Mr. Bernikow also served as the Chairman of the Audit Committee, and as a member of the Nominating and Governance Committee, the Compensation Committee and the Asset/Liability Committee of FCB Financial Holdings, Inc. from 2010 until its merger into Synovus Financial Corporation in January 2019.

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Kristin Dolan
Age: 54	Skills and Qualifications: • Extensive business and senior executive experience • Public company board experience • Knowledge of the Company and on-going service as a Company Director	Committees: • Audit
Director Since: 2017		Public Company Directorships Held During the Past 5 Years: • Madison Square Garden Entertainment Corp. (April 2020-present) • Revlon, Inc. (2017 – present) • MSG Networks, Inc. (2010 – 2015; and April 2018 – present) • AMC Networks Inc. (2011 – present) • Madison Square Garden Sports Corp. (formerly known as The Madison Square Garden Company) (2015 – present) • The Wendy’s Company (2017 – present) • Cablevision Systems Corporation (2010 – 2016)
Ms. Dolan has served as a Director of the Company since May 2017 and has served as a member of the Company’s Audit Committee since July 2020. She also has served since November 2016 as Founder and Chief Executive Officer of 605, LLC, as well as Founder and Managing Partner of Dolan Family Ventures. Prior to that, Ms. Dolan held several executive roles at Cablevision Systems Corporation, including as Chief Operating Officer from 2014 until its sale in 2016; President of Optimum Services from 2013 until 2014; Senior Executive Vice President of Product Management and Marketing from 2011 until 2013; and Senior Vice President from 2003 until 2011. Ms. Dolan has served as a member of the Board of Madison Square Garden Entertainment Corp. since April 2020, Madison Square Garden Sports Corp. (formerly known as The Madison Square Garden Company) since 2015; AMC Networks Inc. since 2011; The Wendy’s Company since July 2017; and MSG Networks, Inc. from 2010 to 2015, and recommencing in April 2018. From 2010 until its sale in 2016, Ms. Dolan served as a member of the Board of Cablevision Systems Corporation. Ms. Dolan previously served on the Foundation Board for SUNY Albany and the National Board for Women in Cable & Telecommunications.

Cristiana Falcone
Age: 47	Skills and Qualifications: • Senior executive and marketing experience • Public company board experience • Knowledge of the Company and long-standing service as a Company Director	Committees: • None
Director Since: 2014		Public Company Directorships Held During the Past 5 Years: • Revlon, Inc. (2014 – present) • Viacom, Inc. (2013 – 2019)
Ms. Falcone has served as a Director of the Company since March 2014. Since January 2020, Ms. Falcone has served as a strategic adviser and philanthropist investor to a range of companies. From 2018 to 2019 she served as Principal Adviser, Media Affairs at the World Economic Forum (“WEF”), having previously served as Senior Adviser to the Chairman at the WEF, a position she has held since 2009 and since 2015 as CEO of the JMCMRJ Sorrell Foundation. Since 2013 and until Viacom, Inc. merged with CBS Corporation in December 2019 to form ViacomCBS, Inc., Ms. Falcone served as a member of the Board of Viacom and served as a member of its Governance and Nominating Committee from 2016 until such merger. Ms. Falcone formerly served as Principal Consultant for the Office of Outreach and Partnership for the Inter-American Development Bank from 2011 to 2015. Prior to joining the WEF in 2004, Ms. Falcone held positions at the International Labor Organization from 2002 to 2004 and Shell London Ltd. from 2001 to 2002. Ms. Falcone serves on the Board of Internews and of Global Fashion Agenda, the board of advisors for the Friedman School of Nutrition Science and Policy at Tufts University and as a member of the Board of Trustees at the Paley Center for Media.

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Ceci Kurzman
Age: 50	Skills and Qualifications: • Senior executive experience in talent representation and talent-related brand-to-brand business development strategies • Marketing experience • Knowledge of the Company and long-standing service as a Company Director	Committees: • Audit • Compensation
Director Since: 2013		Public Company Directorships Held During the Past 5 Years: • Warner Music Group (October 2020- present) • Revlon, Inc. (2013 – present) • Revlon Consumer Products Corporation (2019 – present)
Ms. Kurzman has been a Company Director since February 2013 and a Director of Products Corporation since June 2019, and serves as a member of the Company’s Audit Committee and Compensation Committee. Ms. Kurzman serves as President of Nexus Management Group, Inc. (“Nexus”), a talent representation, consulting and private investing group focused on 360-degree marketing and asset-building strategies, which she founded in 2004. Prior to founding Nexus, 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. Since October 2020, Ms. Kurzman has served on the Board of Warner Music Group and has served as a member of its Nominating and Corporate Governance Committee. Ms. Kurzman also serves as a member of the Board of Choate Rosemary Hall, the Barefoot Foundation, Migreat Ltd., Tortoise Media Ltd., and Man Group plc., a company listed and traded on the London Stock Exchange. Ms. Kurzman has also served as a member of the Board of Medecins du Monde, Cirque du Soleil Entertainment Group of Spring Studios, the Desmond Tutu Peace Foundation and the Women’s Forum of New York.

Victor Nichols
Age: 64	Skills and Qualifications: • Extensive business and senior executive experience • Public company board experience • Knowledge of the Company and on-going service as a Company Director	Committees: • Audit
Director Since: 2019		Public Company Directorships Held During the Past 5 Years: • Revlon, Inc. (2019 – present) • Bank of Hawaii Corporation (2014 – present) • Zovio Inc. (formerly known as Bridgepoint Education, Inc.) (2014 – present)
Mr. Nichols has been a Director of the Company since June 2019 and has been a member of the Company’s Audit Committee since July 2020. Mr. Nichols is currently an investor and strategic advisor. Since 2014, Mr. Nichols has served on the Board of Bank of Hawaii Corporation and Zovio Inc. (formerly known as Bridgepoint Education, Inc.). Mr. Nichols served as an independent advisor to Vericast (formerly known as Harland Clarke Holdings Corp.) (“Vericast”) from June 2019 to March 2020. Vericast is a portfolio of companies optimizing customer relationships through a broad variety of omnichannel solutions and is a wholly-owned subsidiary of MacAndrews & Forbes. Mr. Nichols served as a member of the Board of Vericast from January 2017 to June 2019, served as its Chief Executive Officer from January 2017 until December 2018 and served as its Chairman from January 2019 to June 2019. Mr. Nichols served as Chief Executive Officer of Valassis Communications, Inc., a wholly-owned subsidiary of Vericast, from April 2015 through December 2016. He served as Chief Executive Officer for North America at Experian plc from January 2010 through March 2014, as well as Managing Director for the U.K. and EMEA at Experian plc from February 2008 until January 2010. Prior to that, Mr. Nichols served as Chief Information Officer for Wells Fargo & Company, as Chief Executive Officer of Vicor, Inc., as President of Safeguard Business Systems Inc., as well as having served in various senior leadership positions at Bank of America Corporation. Mr. Nichols also served as Chairman of the Board of Crystal Cove Conservancy from 2014 to 2017.

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Debra Perelman
Age: 47	Skills and Qualifications: • Senior executive and business experience • Public company board experience • Knowledge of the Company, both as an executive and as a Company Director	Committees: • None
Director Since: 2015		Public Company Directorships Held During the Past 5 Years: • Revlon, Inc. (2015 – present) • Revlon Consumer Products Corporation (May 2018 – present) • Scientific Games Corporation (2014 – 2015)
Ms. Perelman has served as the Company’s President and Chief Executive Officer since May 2018, as a Director of the Company since June 2015 and as a Director of Products Corporation since May 2018. Ms. Perelman served as a member of the Company’s Compensation Committee until January 2018. Ms. Perelman served as the Company’s Chief Operating Officer from January 2018 until May 2018. She also served as the Company’s Executive Vice President, Strategy, Digital Content and New Business Development from December 2017 until January 2018 under a secondment arrangement with MacAndrews & Forbes. From 2014 until December 2017, Ms. Perelman also served as Executive Vice President, Strategy and New Business Development of MacAndrews & Forbes, a diversified holding company. Ms. Perelman joined MacAndrews & Forbes in 2004 as Vice President. 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, a member of the President’s Advisory Council at Princeton University, a member of the Board of Overseers at Columbia Business School and as a trustee of the NYU Langone Medical Center. From 2014 until 2015, Ms. Perelman served as a member of the Board of Scientific Games.

Barry F. Schwartz
Age: 71	Skills and Qualifications: • Senior executive and business experience • Extensive legal experience • Public company board experience • Knowledge of the Company and long-standing service as a Company Director	Committees: • None
Director Since: 2007		Public Company Directorships Held During the Past 5 Years: • Revlon, Inc. (2007 – present) • Revlon Consumer Products Corporation (2004 – present) • Scientific Games Corporation (2003 – September 2020) • Gaming and Leisure Properties, Inc. (2017 – present)
Mr. Schwartz has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Emeritus Vice Chairman of MacAndrews & Forbes since July 2019 and prior to that as Vice Chairman of MacAndrews & Forbes and various affiliates since December 2015. Mr. Schwartz was Executive Vice Chairman of MacAndrews & Forbes and various affiliates from October 2007 to December 2015. Prior to that, Mr. Schwartz was Executive Vice President and General Counsel of MacAndrews & Forbes and various affiliates since 1993 and Senior Vice President of MacAndrews & Forbes and various affiliates from 1989 to 1993. Mr. Schwartz was formerly Vice Chairman and has served as a member of the Board of Trustees of The City University of New York until 2020. He is Trustee Emeritus and former Chairman of the Board of Trustees at Kenyon College and formerly a member of the Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of NYU Langone Medical Center and Jazz at Lincoln Center. Mr. Schwartz served as a member of the Board of Scientific Games from 2003 to September 2020, where he served as a member of the Compliance Committee, Compensation Committee and Executive and Finance Committee until September 2020. Mr. Schwartz has served as a member of the Board of Gaming and Leisure Properties, Inc. since May 2017, where he currently serves as a member of the Audit and Compliance Committee.

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CORPORATE GOVERNANCE

Board of Directors and its Committees

Board Size and Committees

The Board currently consists of 9 directors. Following the 2021 Annual Meeting, and assuming all director nominees named in Proposal No. 1 (Election of Directors) are elected, the Board will consist of 9 directors. The Board of Directors currently has 2 standing committees: (i) the Audit Committee; and (ii) the Compensation 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 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 fully independent compensation committee and the requirement to have a nominating and corporate governance committee, and has from time to time not maintained a majority of independent directors.

The Board has determined that the following director nominees qualify as independent directors under Section 303A.02 of the NYSE Listed Company Manual and under the Revlon, Inc. Board Guidelines for Assessing Director Independence (the “Independence Guidelines”): Alan Bernikow, Kristin Dolan, Cristiana Falcone, Ceci Kurzman, Victor Nichols, and Barry Schwartz, representing a majority of the members of the Board. The Independence Guidelines are available at www.revloninc.com under the heading “Investors - Corporate Governance”. The Board previously determined that Ambassador Nicole Savant and Mr. J. Schwartz were independent directors prior to their respective resignations from the Board in July 2020.

Even though as a “controlled company,” the Company is not required to have a Compensation Committee comprised entirely of independent directors, the Board does maintain the Compensation Committee, which is currently comprised of Mr. Bernikow (Chairman) and Ms. Kurzman. The Board has determined that Mr. Bernikow and Ms. Kurzman qualify as independent directors, as “non-employee directors” within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Smaller Reporting Company

The aggregate market value of the Company’s Common Stock held by non-affiliates, using the NYSE closing price as of June 30, 2020, the last business day of the Company’s most recently completed second fiscal quarter, was approximately $70.3 million. Accordingly, the Company qualifies under the SEC’s revised rules as a “smaller reporting company,” and this 2021 Proxy Statement reflects the scaled disclosure format for a “smaller reporting company.”

Number of Board and Committee Meetings

During 2020, the Board of Directors held 14 meetings and acted 6 times by unanimous written consent; the Audit Committee held 16 meetings and acted 1 time by unanimous written consent; and the Compensation Committee held 6 meetings and acted 1 time by unanimous written consent. No Director attended fewer than 75% of the Board meetings during 2020.

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 the meeting. One director attended the Company’s 2020 Annual Stockholders’ Meeting.

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Board Leadership Structure

The Company believes that its board leadership structure is appropriate given the Company’s status as a “controlled company.” Following the 2021 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 listing standards.

The Company has historically maintained separate positions of Chairman and Chief Executive Officer. The Chairman provides overall leadership to the Board in its oversight function, while the CEO provides leadership in respect of the day-to-day management and operation of the Company’s business. The Company has not established a “lead director” role. Mr. Perelman has held the position of Chairman of the Company’s Board since June 1998. Ms. Perelman has held the positions of President and CEO of the Company since May 2018.

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 CEO positions and its overall board leadership structure are appropriate.

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.

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 “Investors - Corporate Governance.” The Board also considers 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, 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 other factors including, 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 referrals from officers, directors, stockholders and executive search firms.

Stockholder Process for Submitting Director Nominees

The Board will consider director candidates recommended by stockholders. The process followed to evaluate candidates submitted by stockholders is the same as 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 (i) by mail (certified mail - return receipt requested) to the Company’s Secretary, at Revlon, Inc., One New York Plaza, 50^th Floor, New York, NY 10004, attention: Grace Fu and by email at grace.fu@revlon.com or (ii) via email at grace.fu@revlon.com.

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 not less than 120 days prior to the anniversary date of the Company’s most recent annual proxy statement. For director recommendations to be considered in connection with the Company’s 2021 Annual Meeting, this submission date was December 23, 2020. No such recommendations were received from stockholders in connection with the 2021 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:

•

the stockholder’s name and address, evidence of such stockholder’s ownership of Revlon Common Stock, including the number of shares owned and the length of time of continuous ownership, and a statement as to the number and names of director candidates such stockholder has previously submitted to the Company during the period that such stockholder has owned such shares;

•	the name of the candidate;

•	the candidate’s resume or a listing of his or her qualifications to be a director of the Company;

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•	any other information regarding the candidate that would be required to be disclosed in a proxy statement filed with the SEC if the candidate were nominated for election to the Board; and

•	the candidate’s signed, written consent to be named as a director, if selected and nominated by the Board.

Stockholder-Director Communications

Any stockholder or other interested party desiring to communicate with the Board or individual directors should communicate by: (i) emailing Grace Fu, Deputy General Counsel and Corporate Secretary, at grace.fu@revlon.com; or (ii) sending mail to Revlon, Inc., One New York Plaza, 50^th Floor, New York, NY 10004, attention: Grace Fu and via email to grace.fu@revlon.com. Communications that consist of stockholder proposals must instead follow the procedures set forth under “Submission of 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 2020, the Board of Directors met in two executive sessions 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 Alan Bernikow (Chairman), Kristin Dolan, Ceci Kurzman and Victor Nichols, each of whom the Board has determined satisfies the NYSE’s and the SEC’s audit committee independence and financial experience requirements. Each of Mr. Bernikow (Chairman) and Ms. Kurzman served as members of the Audit Committee during all of 2020. Mr. J. Schwartz resigned from the Audit Committee effective July 14, 2020, and each of Mr. Nichols and Ms. Dolan was appointed as a member of the Audit Committee effective July 16, 2020.

The Board has determined that Mr. Bernikow qualifies as an “audit committee financial expert” under applicable SEC rules and the NYSE listing standards. Mr. Bernikow currently serves as Chairman of the Audit Committees of the Company and the UBS Funds, and previously served as Chairman of the Audit Committee of Mack Cali from 2004 to June 2020. As the audit committees of the UBS Funds effectively function as a single audit committee for NYSE listing standards purposes, Mr. Bernikow therefore currently serves on what can be considered to be a total of 2 audit committees of public companies (namely, the Company and the UBS Funds). However, if it were to be determined that the audit committees of the UBS Funds do not effectively function as a single audit committee, and that Mr. Bernikow therefore serves on what would be considered to be more than 2 public company audit committees, the Board has determined that such service on these audit committees does not impair his ability to effectively serve on the Company’s Audit Committee, specifically because: (i) Mr. Bernikow is retired and, accordingly, has a more flexible schedule and more time to commit to service as an audit committee and board member, including on a full-time basis, if necessary; (ii) Mr. Bernikow has significant professional accounting experience and expertise, which renders him highly qualified to effectively and efficiently serve on multiple audit committees; (iii) the audit committees of the UBS Funds effectively function as a single, consolidated audit committee; (iv) the issues considered at the UBS Funds audit committee meetings generally apply universally to the entire group of funds; and (v) Mr. Bernikow has served as a member of the Company’s Audit Committee since 2003 and his service on other audit committees 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, which is available at www.revloninc.com under the heading “Investors - Corporate Governance - Committee Composition and Charters”.

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Audit Committee Responsibilities

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;

•	enterprise risk assessment and the Company’s risk management guidelines, processes and policies, including reviewing cybersecurity risk mitigation policies and initiatives;

•	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 A – REVLON, INC. 2021 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, 2020 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 KPMG 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 KPMG, as required by applicable requirements of the PCAOB, regarding KPMG’s communications with the Audit Committee concerning KPMG’s independence, and the Audit Committee has discussed with KPMG that firm’s independence.

The Audit Committee also reviewed, among other things, the amount of fees paid to KPMG 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 KPMG and the other reviews and discussions with KPMG 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, 2020 for filing with the SEC.

Respectfully submitted,

Audit Committee

Alan Bernikow, Chairman

Kristin Dolan,

Ceci Kurzman,

Victor Nichols

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COMPENSATION COMMITTEE

Composition of the Compensation Committee

The Compensation Committee is currently comprised of Mr. Bernikow (Chairman), Ms. Kurzman and a vacancy to be filled by the Board. Each of Mr. Bernikow and Ms. Kurzman served as a member of the Compensation Committee during all of 2020.

Compensation Committee Charter

The Compensation Committee operates under a comprehensive written charter available at www.revloninc.com under the heading “Investors - Corporate Governance - Committee Composition and Charters.”

Compensation Committee Responsibilities

The Compensation Committee is responsible for:

•

reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s CEO and other Named Executive Officers (“NEOs”), evaluating the CEO’s and the other NEOs’ performance in light of those goals and objectives, and determining, either as a committee or together with the Board of Directors, the CEO’s and other NEOs’ compensation level based on such evaluations;

•	reviewing and approving compensation and incentive arrangements for certain key employees of the Company;

•	reviewing and approving awards pursuant to the Fourth Amended and Restated Revlon, Inc. Stock Plan (as amended, the “Stock Plan”) and the Revlon Amended and Restated Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) and overseeing the administration of such plans;

•	planning for the succession of the Company’s CEO and key senior officers; and

•	considering the existence of any potential conflicts of interest with its independent outside compensation consultant, Compensation Advisory Partners LLC (“CAP”).

Role of the Compensation Committee

As part of its process for determining the amount and form of executive officer compensation, the Compensation Committee relies on proposals and information provided by management, as well as market data, analysis and guidance provided by CAP. These inputs better enable the Compensation Committee to make informed compensation decisions. The major responsibilities of the Compensation Committee include reviewing and approving:

•	Compensation for the NEOs;

•	The structure of the annual bonus programs and long-term incentive plans (“LTIPs”) under the Incentive Compensation Plan and the Stock Plan, respectively;

•	Performance-based objectives for the NEOs and other participants in annual bonus programs and LTIPs;

•	Certifying management’s assessment of the achievement of performance targets; and

•	Grants of equity-based awards under the Stock Plan.

The Compensation Committee, based upon management’s recommendation and with input from CAP:

•	Reviews and approves corporate performance objectives relevant to the compensation of the Company’s CEO and the other NEOs;

•	Evaluates the Company’s performance against its corporate performance objectives and the CEO’s and the other NEOs’ performance; and

•	Reviews and approves the CEO’s and the other NEOs’ total compensation based on that evaluation process.

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

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Role of Independent Compensation Consultant

As part of its regular process, the Compensation Committee confers with management and with CAP. During 2020, CAP provided input and advice on, among other things:

•	The proxy peer group and approach used to benchmark total target compensation for the NEOs;

•	The structure and components of the Company’s incentive compensation programs; and

•	Review and approval of the employment agreement and separation agreement of Sergio Pedreiro, the Company’s former Chief Operating Officer.

The Compensation Committee Chairman reviews CAP’s engagement annually and CAP reports directly to the Compensation Committee. During 2020, CAP’s services were limited to compensation advice to the Compensation Committee (or to the Company’s Human Resources Department in respect of compensation matters). CAP did not perform any other services for the Company.

In annually reviewing conflicts of interest, the Compensation Committee has determined that CAP and CAP’s compensation advisor have not had any conflicts of interest, considering, among other things: (i) CAP’s provision of other services to the Company; (ii) the amount of fees received by CAP from the Company, as a percentage of CAP’s total revenue; (iii) CAP’s policies and procedures designed to prevent conflicts of interest; (iv) any business or personal relationship: (1) between CAP’s compensation advisor and any member of the Company’s Compensation Committee; and (2) between CAP or CAP’s compensation advisor and any of the Company’s executive officers; and (v) any Company stock owned by CAP’s compensation advisor. The Compensation Committee’s Chairman also reviews and approves all invoices from CAP prior to payment.

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 CEO and certain other officers who constitute “covered employees” as defined in Treasury Regulation §1.162-27(c)(2) (as in effect on the date the Incentive Compensation Plan was adopted). Section 157(c) of the Delaware General Corporation Law 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 themselves and to determine the number of such equity awards to be issued. During 2020, the Compensation Committee delegated the authority to the Company’s CEO to issue up to $1 million of equity-based LTIP awards under the Stock Plan to newly-hired or promoted employees, not including Company officers.

2020 “Say-on-Pay” Vote Results

Approximately 94.5% of stockholders approved the Company’s most recent “say-on-pay” proposal at the Company’s 2020 annual stockholders’ meeting. At the Company’s 2017 annual stockholders’ meeting, approximately 85.86% of stockholders approved holding the “say-on-pay” advisory, non-binding vote once every 3 years. Therefore, a “say-on-pay” proposal will be next held at the Company’s 2023 Annual Meeting. While these “say-on-pay” votes are held on an advisory, non-binding basis (in accordance with SEC regulations), the Compensation Committee believes that the 94.5% approval of the prior “say-on-pay” proposals represent an endorsement that the Company’s compensation programs, processes and practices are appropriate for the Company.

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DIRECTOR COMPENSATION

The following Director Compensation table shows all compensation the Company’s Directors paid in respect of their service on the Board for 2020:

Name (a)	Fees Earned or Paid in Cash (b)	All Other Compensation (c)	Total
Ronald O. Perelman	—	—	—
Nicole Avant	$59,000	—	$59,000
E. Scott Beattie	$67,479	$72,916	$140,396
Alan Bernikow	$96,625	$15,625	$112,250
Kristin Dolan	$74,625	—	$74,625
Cristiana Falcone	$51,363*	—	$51,363
Mitra Hormozi	$47,626	$145,833	$193,459
Ceci Kurzman	$84,750	$15,625	$100,375
Victor Nichols	$79,521	—	$79,512
Debra Perelman	—	—	—
Paul Savas	—	—	—
Barry F. Schwartz	$73,375	$15,625	$89,000
Jonathan Schwartz	$65,500	$12,500	$78,000

*	Net of withholding taxes

(a)

As previously disclosed in Current Reports on Form 8-K filed with the SEC, Mr. Savas resigned from the Company’s Board effective June 23, 2020, and Mses. Avant and Hormozi and Mr. J. Schwartz resigned from the Company’s Board effective July 14, 2020. Mr. Perelman and Ms. Perelman did not receive any compensation for their service as Directors during 2020. For Ms. Perelman, see the “Summary Compensation Table” regarding compensation earned by Ms. Perelman in her role as the Company’s President & CEO during 2020.

(b)

At the beginning of 2020, the Company’s Board compensation program was comprised of the following components: (i) an annual Board retainer of $115,000; (ii) Board and Committee meeting fees of $1,500 per meeting; (iii) an additional annual retainer of $10,000 for each Committee chairman; and (iv) an additional annual Audit Committee membership retainer of $10,000. On March 30, 2020, at the Compensation Committee’s recommendation and as part of our response to the COVID-19 pandemic, the Company’s Board approved a temporary 50% reduction in the Board compensation program as well as a full elimination of per meeting fees. Accordingly, during such period the Board compensation program consisted of the following components: (i) annual Board retainer of $57,500 (reduced from $115,000); (ii) a full elimination of the Board and Committee meeting fees (reduced from $1,500 per meeting); (iii) annual retainer of $5,000 for each Committee chairman (reduced from $10,000); and (iv) annual Audit Committee membership retainer of $5,000 (reduced from $10,000). The CEO was given the authority to reinstate the Board compensation program in effect immediately prior to the COVID-19 pandemic at any time she deemed appropriate, in her sole discretion, exercised reasonably. On November 3, 2020, at the Compensation Committee’s recommendation, the CEO reinstated the following components of the Board compensation program to that which was in effect prior to March 30, 2020: (i) an annual Board retainer of $115,000; (ii) an additional annual retainer of $10,000 for each Committee chairman; and (iii) an additional annual Audit Committee membership retainer of $10,000. The Board and Committee meeting fees were not reinstated.

(c)

For Mr. Beattie, the amount shown under the “All Other Compensation” column reflects fees received by Mr. Beattie in respect of 2020 for advisory services to the Company, pursuant to the terms of the Consulting Agreement, dated November 3, 2016, between the Company and Mr. Beattie (the “Beattie Original Consulting Agreement”). As previously disclosed in the Company’s 2017 Proxy Statement on Schedule 14A filed with the SEC on April 21, 2017, pursuant to the Beattie Original Consulting Agreement, Mr. Beattie agreed to provide advisory services to the Company’s CEO through November 3, 2019 for a fee of $500,000 per year and for which he received $3 million of RSUs representing the right to receive 93,458 shares of Revlon Common Stock which vested in 3 equal installments

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in November 2017, 2018 and 2019. The value of these equity-based awards is not reflected in the table above. As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 12, 2020 (the “2019 Form 10-K”), the Company and Mr. Beattie entered into an Amended and Restated Consulting Agreement (the “Beattie 2020 Consulting Agreement”), pursuant to which Mr. Beattie agreed to serve as Senior Advisor to the Company’s CEO for an additional year following the date of the Beattie 2020 Consulting Agreement, subject to automatic 1-year renewals, unless either party elects not to renew, and subject to certain standard termination rights. Pursuant to the Beattie 2020 Consulting Agreement, during the term of the agreement, the Company agreed to pay Mr. Beattie a fee of $250,000 per year (the “Beattie Advisory Services Pay”), supplemental to the Board’s compensation program for non-employee directors. On March 30, 2020, in connection with the organizational measures taken by the Company in response to the COVID-19 pandemic, the Company and Mr. Beattie agreed in writing (the “Beattie 2020 Letter Amendment”) that, effective April 1, 2020, he will suspend providing advisory services to the Company, and the Beattie Advisory Services Pay will also be suspended. As previously disclosed in the Company’s 2020 Form 10-K, on January 1, 2021, the Company reinstated Mr. Beattie’s advisory services and payment of his consulting fees and extended the term of his 2020 Consulting Agreement to March 31, 2021. On March 10, 2021, the Company and Mr. Beattie entered into an Amendment to the Beattie 2020 Consulting Agreement, effective April 1, 2021, pursuant to which he will continue to provide advisory services to the Company until April 1, 2022 (the “Term”). As compensation for Mr. Beattie’s advisory services during the Term, the Company shall grant him RSUs equivalent in value to the fee set forth in the Beattie 2020 Consulting Agreement, which shall vest in accordance with the terms of the Amendment to the Beattie 2020 Consulting Agreement.

For Ms. Hormozi, the amount shown under the “All Other Compensation” column reflects fees received by Ms. Hormozi in respect of 2020 for advisory services to the Company, pursuant to the terms of the Consulting Agreement, dated November 7, 2019, between the Company and Ms. Hormozi (the “Hormozi Consulting Agreement”). As previously disclosed in the Company’s Form 10-Q for the quarterly period ended September 30, 2019, pursuant to the Hormozi Consulting Agreement, Ms. Hormozi agreed to assist in transitioning oversight of the Company’s worldwide legal affairs to her successor for a fee of $250,000 per year (the “Hormozi Advisory Services Pay”) and she remained eligible to be paid her 2019 annual bonus award and vest in certain of her outstanding LTIP awards, in each case on a pro-rated basis and subject to the Company’s achievement of its applicable performance objectives (supplemental to the Board’s compensation program for non-employee directors). The term of the Hormozi Consulting Agreement was for approximately one year, subject to earlier termination by either party on at least 30 days’ notice, among other standard termination rights. On March 30, 2020, in connection with the organizational measures taken by the Company in response to the COVID-19 pandemic, the Company and Ms. Hormozi agreed in writing (the “Hormozi 2020 Letter Amendment”) that, effective April 1, 2020, she would suspend providing advisory services to the Company, and the Hormozi Advisory Services Pay would also be suspended. Ms. Hormozi resigned from the Company’s Board effective July 14, 2020, and in connection with her resignation, the Company and Ms. Hormozi terminated the Hormozi Consulting Agreement.

During 2020, Products Corporation’s non-employee directors (i.e., those Directors who were not receiving compensation as officers or employees of the Company or any of its affiliates) were paid an annual retainer fee of $25,000 and were entitled to a $1,500 per meeting fee. For Messrs. Bernikow, Barry Schwartz and Jonathan Schwartz (until his resignation effective July 14, 2020), as well as Ms. Kurzman, the amounts shown under the “All Other Compensation” column reflect fees received in respect of 2020 as members of Products Corporation’s Board. On March 30, 2020, at the Compensation Committee’s recommendation, Products Corporation’s Board approved a 50% reduction in Products Corporation’s Board compensation program and a full elimination of per meeting fees, which reductions are intended to remain in place during the span of the COVID-19 pandemic. Accordingly, during such period, Products Corporation’s Board compensation program would consist of the following components: (i) annual retainer fee of $12,500 (reduced from $25,000); and (ii) a full elimination of the Board meeting fees (which were previously $1,500 per meeting). The CEO was given the authority to reinstate Products Corporation’s Board compensation program in effect immediately prior to the COVID-19 pandemic at any time she deemed appropriate, in her sole discretion, exercised reasonably. On November 3, 2020, at the Compensation Committee’s recommendation, the CEO reinstated Products Corporation’s annual retainer fee for its Board to that which was in effect prior to March 30, 2020. The meeting fees were not restored. Mr. Perelman, as well as Ms. Perelman, also served as Directors of Products Corporation during 2020, but received no fees for such services.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2021 (except as otherwise noted), the number of shares of each class of the Company’s voting capital stock beneficially owned, and the percent so owned (based on 53,486,372 shares outstanding as of March 31, 2021), 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 current Director of the Company and each director nominee; (iii) our named executive officers; and (iv) as a group, all current Directors and named executive officers. 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 or economic 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.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (Revlon Common Stock)	Percentage of Class (Revlon Common Stock)
Ronald O. Perelman⁽¹⁾ c/o MacAndrews & Forbes Incorporated, 35 E. 62^nd St., New York, NY 10065	46,223,321	86.42%
E. Scott Beattie c/o Revlon, One New York Plaza, 50^th Floor, New York, NY 10004	50,248	*
Alan Bernikow c/o Revlon, One New York Plaza, 50^th

SEC Form DEF 14A filed by Revlon, Inc.