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

SCHEDULE 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

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

REVLON, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

Payment of Filing Fee (Check the appropriate box):

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

April 21, 2015

Dear Stockholders:

You are cordially invited to attend Revlon, Inc.’s 2015 Annual Stockholders’ Meeting. The 2015 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015, 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. Please also see the accompanying Notice of Annual Stockholders’ Meeting and Proxy Statement for 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 2015 Annual Meeting, we recognize that many stockholders may not be able to attend the meeting. 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 2014 Annual Report and a form of proxy card. Our proxy materials are being furnished to Revlon, Inc. stockholders on or about April 21, 2015.

Whether or not you plan to attend the 2015 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 2015 Annual Meeting and vote your shares in person, if you wish to change your prior vote.

Thank you.

Sincerely yours,

Lorenzo Delpani
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 2015 Annual Stockholders’ Meeting of Revlon, Inc. (the “Company”) will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015, at Revlon's Research Center at 2121 Route 27, Edison, NJ 08818. The following proposals will be voted on at the 2015 Annual Meeting:

A Proxy Statement describing the matters to be considered at the 2015 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 8, 2015 are entitled to notice of, and to vote at, the 2015 Annual Meeting and at any adjournments of such meeting.

For at least 10 days prior to the 2015 Annual Meeting, a list of stockholders entitled to vote at the 2015 Annual Meeting will be available for inspection during normal business hours at the offices of the Company's Secretary at One New York Plaza, 49th Floor, New York, NY 10004. Such list also will be available at the 2015 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials:

Our Proxy Statement and 2014 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 2014 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 2015 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 2015 Annual Meeting.

If you plan to attend the 2015 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 2015 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 2015 Annual Meeting you will also need to present original documents (not copies) to evidence your stock ownership as of the April 8, 2015 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 8, 2015 record date.

For admission to the 2015 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 8, 2015 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 21, 2015

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.

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 2014 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 2015 Annual Meeting. The approximate date of making these proxy materials available to you is April 21, 2015.

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 2015 Annual Meeting, we are making the proxy materials and our 2014 Annual Report available to our stockholders on the Internet. On or about April 21, 2015, 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 2014 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 2015 Proxy Statement, the 2014 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 4, 2015 Annual
Stockholders' Meeting:

Our 2015 Proxy Statement, the Notice of Annual Stockholders’ Meeting and our 2014 Annual Report are available at www.proxyvote.com and at www.revloninc.com. Stockholders may also vote their shares at www.proxyvote.com.

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 3, 2015, which is the day before the June 4, 2015 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 3, 2015 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 4, 2015 Annual Meeting.

In Person. You may vote your shares in person by attending the 2015 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 2015 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 2015 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 2015 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 (Re-approval of the Revlon 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 (Re-approval of the Revlon Executive Incentive Compensation Plan), because broker non-votes are not voted affirmatively or negatively, they will have no effect on the approval of any of these proposals.

of Directors, as follows: (1) FOR Proposal No. 1 (Election of Directors); (2) FOR Proposal No. 2 (Ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2015); and (3) FOR Proposal No. 3 (Re-approval of the Revlon Executive Incentive Compensation Plan).

Although we are not aware of any other matter that will be properly presented at the 2015 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 21, 2015 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 2015 Annual Meeting in the manner described in the previous paragraph for non-votes.

To attend the 2015 Annual Meeting, please follow these instructions:

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 4, 2015

This Proxy Statement is being furnished on or about April 21, 2015 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 2015 Annual Stockholders’ Meeting (the “2015 Annual Meeting”). The 2015 Annual Meeting is scheduled to be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015, at Revlon’s Research Center at 2121 Route 27, Edison, NJ 08818, and at any adjournments of such meeting. The 2014 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 8, 2015. 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 2015 Annual Meeting.

At the 2015 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 2015 Annual Meeting

In order to be admitted to the 2015 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 2015 Meeting in person when prompted during the Internet voting process. To attend the 2015 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 8, 2015 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 8, 2015 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 8, 2015 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 8, 2015 record date. Copies and “Requests for Admission” will not be accepted.

To expedite the admission registration process at the 2015 Annual Meeting, we encourage stockholders to pre-register by phone by calling Rebecca Murphy, Legal Assistant, Corporate, International & Litigation, at (212) 527-5797, 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 3, 2015 (the day before the 2015 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 8, 2015 record date. Directions to the location of the 2015 Annual Meeting are available on various Internet travel sites.

In order to ensure the safety and security of our 2015 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 2015 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 2015 Annual Meeting was December 25, 2014. 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 2015 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 12, 2015 and April 11, 2015 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 2015 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 2015 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 2015 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, 49th Floor, New York, NY 10004, Attention: Michael T. Sheehan, which must be received before the original proxy is voted at the 2015 Annual Meeting; (ii) executing and delivering a proxy bearing a later date to the Company’s Secretary at One New York Plaza, 49th Floor, New York, NY 10004, Attention: Michael T. Sheehan, which must be received before the original proxy is voted at the 2015 Annual Meeting; or (iii) attending the 2015 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 8, 2015 (the “Record Date”) will be entitled to notice of and to vote at the 2015 Annual Meeting or at any adjournments of such meeting. On the Record Date, there were issued and outstanding 52,440,580 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 Board of Directors, directly and indirectly through MacAndrews & Forbes Incorporated, of which Mr. Perelman is the sole stockholder (together with certain of its affiliates (other than the Company or its subsidiaries), “MacAndrews & Forbes”), beneficially owned 40,669,640 shares of the Company’s Class A Common Stock, representing approximately 78% 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 2015 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 2015 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 2015 Annual Meeting, “broker non-votes,” if any, will also be included in the calculation of the number of shares present at the 2015 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 (Re-approval of the Revlon Executive Incentive Compensation Plan). Accordingly, broker non-votes will not be counted as a vote for or against any 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 2015), 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 2015 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 21, 2015 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 2015 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 2015 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 2015 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 Named Executive Officers, 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 Executive Incentive Compensation Plan, which is being submitted for stockholder re-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 achieved its annual performance objectives (which objectives have also been 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 have also been reviewed and approved by the Compensation Committee), as well as the Compensation Committee’s reviewing and certifying management’s assessment of each Named Executive Officer 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 Executive Incentive Compensation Plan, see Proposal No. 3 (Re-approval of the Revlon 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 2015 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 12 effective as of the date of the 2015 Annual Meeting. Upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the 12 directors nominated for election by the Board of Directors will be elected at the 2015 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.

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 12 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 2015 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 12 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 12 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 2015 Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 12 NOMINEES IDENTIFIED BELOW TO THE BOARD OF DIRECTORS.

Nominees for Election as Directors

The name, age (as of December 31, 2014), 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 (71) 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 (74) has been a Director of the Company and of Products Corporation since September 2003. 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 serves as Chairman of the Company’s Audit Committee and Chairman of the Company’s Compensation Committee. 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), for which he also currently serves as a member of its audit committee; 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. Delpani (46) has served as the Company’s and Products Corporation’s President and Chief Executive Officer since November 2013. Mr. Delpani has also served as a Director of the Company and Products Corporation since November 2013. 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. Delpani has served on the Board of Directors of the following public reporting companies within the last 5 years: the Company (2013 — present); and Products Corporation (2013 — present).

Mr. Dinh (46) has been a Director of the Company and of Products Corporation since June 2012. 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 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 serves as a member of the Company’s Nominating and Corporate Governance Committee. 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 (72) has been a Director of the Company since February 1997. 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 serves as Chairman of the Company’s Nominating and Corporate Governance Committee and as a member of the Company’s Audit Committee. 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. Kennedy (68) has been the Company’s and Products Corporation’s Vice Chairman of the Board of Directors since May 2009 (including serving in that capacity as an executive officer until November 2013). Mr. Kennedy has served as a Director of the Company and of Products Corporation since September 2006. Mr. Kennedy has served since August 2014 as Senior Executive Vice President of MacAndrews & Forbes (a position he previously held from May 2009 to December 2012). Mr. Kennedy served as President and Chief Executive Officer of Scientific Games from November 2013 through July 2014 and as Vice Chairman of Scientific Games since October 2009 (including in a non-executive capacity since July 2014). Previously, Mr. Kennedy served as Scientific Games’ Chief Administrative Officer from April 2011 to March 2012. Mr. Kennedy served as President of MacAndrews & Forbes from January 2013 to November 2013. Mr. Kennedy served as the Company’s and Products Corporation’s interim Chief Executive Officer during October 2013; President and Chief Executive Officer from September 2006 to May 2009; Executive Vice President, Chief Financial Officer and Treasurer from March 2006 to September 2006; and as the Company’s Executive Vice President and Products Corporation’s President, International from June 2002 until March 2006. From 1998 until 2001, Mr. Kennedy was Managing Director (CEO) and a member of the Board of Directors of Coca-Cola Amatil Limited, a publicly-traded company headquartered in Sydney, Australia and listed on the Sydney Stock Exchange. From 1992 to 1997, Mr. Kennedy served as General Manager of the Coca-Cola USA Fountain Division, a unit of The Coca-Cola Company, which he joined in 1980. Mr. Kennedy has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (2006 — present); Products Corporation (2006 — present); and Scientific Games (2009 — present).

Mr. Kretzman (63) has been a Company Director since October 2013. 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 serves as a member of the Company’s Compensation Committee. 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. 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 serves as a member of the Company’s Compensation Committee. Ms. Kurzman has served on the Board of Directors of the following public reporting company within the last 5 years: the Company (2013 — present).

Ms. Mellon (47) 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 (41) 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. During the past 5 years, Ms. Perelman has served on the Board of Directors of Scientific Games Corporation (2014 — present), which is a public reporting company.

Mr. Schwartz (65) 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 the Chairman of the Board of Trustees of Kenyon College; a Trustee of the City University of New York; a member of the Board of Visitors of the Georgetown University Law Center; and a member of the Board of Directors of each of the following civic organizations: Jazz at Lincoln Center; New York City Center; Human Rights First; and NYU Langone Medical Center. Mr. Schwartz serves as a member of the Company’s Nominating and Corporate Governance Committee. 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 (41) 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. During the past 5 years, Ms. Falcone Sorrell has served on the Boards of Directors of the following public reporting companies: 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 14 directors. Following the 2015 Annual Meeting, and assuming all director nominees named in Proposal No. 1 (Election of Directors) are elected, we expect the Board will consist of 12 directors. The Board of Directors currently has the following standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees and their functions are described in further detail below. Following the 2015 Annual Meeting, we expect the Board to take advantage of the “controlled company” exemption from the requirement to have a nominating and corporate governance committee, and we expect the Board to assume this function instead of a stand-alone 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). While during 2014 more than a majority of the Company’s directors were independent and the Company maintained a stand-alone nominating and corporate governance committee, following the 2015 Annual Meeting, the Company intends to avail 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.

Following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), we expect the Board to take advantage of the NYSE’s “controlled company” exemption from the requirement to have a nominating and corporate governance committee, and we expect the Board to assume this function instead of a stand-alone committee.

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 Ms. Kurzman and Kathi Seifert. 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 all of the current Compensation Committee members qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act and that Mr. Bernikow and Mses. Kurzman and Seifert qualify as “outside directors” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), the Board expects to assess the composition and membership of the Compensation Committee and, to the extent there are changes in committee membership it will post such changes to its website, www.revloninc.com, under the heading Investor Relations - Corporate Governance.

Number of Board and Committee Meetings

During 2014, the Board of Directors held 6 meetings and acted 4 times by unanimous written consent; the Audit Committee held 8 meetings; the Compensation Committee held 8 meetings; the Nominating and Corporate Governance Committee held 3 meetings; and the Compensation Committee and the Nominating and Corporate Governance Committee held 2 joint meetings. Ms. Mellon attended fewer than 75% of the Board meetings during 2014.

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 2014 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 2015 Annual Meeting, the Board will have an audit and a compensation committee, each operating under 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.

In the past, including for the director nominees for the 2015 Annual Meeting, the qualifications and experience of nominees for board service and committee membership were reviewed annually by the Nominating and Corporate Governance Committee. Nominees for board membership were then recommended by such committee for appointment as director nominees by the Board, whose election was subject to stockholder approval at the annual stockholders’ meetings. As we expect that the Board will assume the Nominating and Corporate Governance Committee’s functions following the 2015 Annual Meeting, the full Board will assess the qualifications and experience of nominees for Board and committee service in the future.

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 has held the positions of President and Chief Executive Officer of the Company since November 2013. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer provides leadership in respect to 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 proposed size, composition and structure (including committee structure) to be implemented following the 2015 Annual Meeting 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 continue to serve on the Company’s Board of Directors. Without limiting the foregoing—

public company board experience (including at Twenty-First Century Fox, Inc. and formerly at each of News Corporation, M & F Worldwide (which ceased to be a publicly-traded company in December 2011) and The Orchard, Inc.), 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.

December 2011)) and his knowledge of the Company and his long-standing service as a Company Director, together with his being the Company’s controlling stockholder, qualify him to continue to serve on the Company’s Board, including continuing to serve as the Chairman of the Board.

Audit Committee

Composition of the Audit Committee

The Audit Committee is currently comprised of Messrs. Bernikow (Chairman) and Feldberg and Diana Cantor and Kathi Seifert. Following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), the Audit Committee is expected to consist of Messrs. Bernikow (Chairman), Feldberg and Dinh, each of whom the Board of Directors has determined satisfies the NYSE’s and the SEC’s audit committee independence and financial experience requirements.

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, Destination XL, 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; and the performance of the Company’s internal audit functions. 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 B — Revlon, Inc. 2015 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, 2014 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, 2014 for filing with the SEC.

Respectfully submitted,
Audit Committee
   Alan S. Bernikow, Chairman
   Diana F. Cantor
   Meyer Feldberg
   Kathi P. Seifert

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee is currently comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Seifert. Following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), the Board expects to assess and may decide to make changes to the composition and membership of the Compensation Committee.

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, evaluates the CEO’s and other Named Executive Officers’ performance in light of those goals and objectives, together with the Nominating and Corporate Governance Committee, and determines, either as a committee or together with the Board of Directors, the CEO’s and other Named Executive Officers’ compensation level based on such evaluations. Following the 2015 Annual Meeting and assuming the election of all director nominees named in Proposal No. 1 (Election of Directors), the Compensation Committee expects to evaluate the CEO’s and other Named Executive Officers’ performance together with the Board. 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 Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) and oversees the administration of such plans. While the Company did not implement any company-wide equity award program for 2014, during 2014, the Compensation Committee approved certain one-time grants of restricted stock under the Stock Plan to designated members of its senior management team, including the Named Executive Officers, which were intended to provide them with total compensation that is designed to be competitive to the Company’s peer group and with an element of long-term incentive compensation designed to retain those senior executive leaders that the Company believes will effectively lead the execution of its strategy of value creation. For more information on these one-time 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 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 2014.

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, 2014, including by incorporation by reference to this 2015 Proxy Statement.

Respectfully submitted,
Compensation Committee
   Alan S. Bernikow, Chairman
   Robert K. Kretzman
   Ceci Kurzman
   Kathi P. Seifert

Nominating and Corporate Governance Committee

Composition of the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently comprised of Messrs. Feldberg (Chairman), Dinh and Schwartz and Ms. Lee. As noted above, following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), we expect the Board to take advantage of the NYSE’s “controlled company” exemption from the requirement to have a nominating and corporate governance committee, and we expect the Board to assume this function instead of a stand-alone committee. Given the Company’s “controlled company” status, the Board believes that this structure is appropriate.

Nominating and Corporate Governance Committee Charter

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

Nominating and Corporate Governance Committee Responsibilities

Pursuant to its charter, the functions of the Nominating and Corporate Governance Committee include, among other things: identifying individuals qualified to become Board members; selecting or recommending to the Board proposed nominees for Board membership; recommending directors to the Board to serve on the Board’s standing committees; overseeing the evaluation of the Board’s performance; evaluating, together with the Compensation Committee, the CEO’s and senior management’s performance; overseeing the Revlon, Inc. Related Party Transaction Policy; overseeing the Company’s processes for succession planning for the CEO and other senior management positions; and periodically reviewing the Board’s Corporate Governance Guidelines and Independence Guidelines and recommending changes, if any, to the Board. Following the 2015 Annual Meeting, it is expected that the Audit Committee will oversee the Revlon, Inc. Related Party Transaction Policy and that the full Board will fulfill all other responsibilities currently handled by the Nominating and Corporate Governance Committee.

Director Nominating Processes; Diversity

The Nominating and Corporate Governance Committee currently identifies individuals qualified to become Board members when any vacancy occurs by reason of disqualification, resignation, retirement, death or an increase in the size of the Board. The Nominating and Corporate Governance Committee selects or recommends that the Board select 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 Nominating and Corporate Governance Committee 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 Nominating and Corporate Governance Committee, 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 and the Nominating and Corporate Governance Committee’s charter, 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 Nominating and Corporate Governance Committee 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 Nominating and Corporate Governance Committee 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 Nominating and Corporate Governance Committee 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.

As a result of the NYSE’s “controlled company” exemption, following the 2015 Annual Meeting the Board does not intend to have a nominating and corporate governance committee or other committee performing nomination functions, and the Board intends to fulfill this role and follow the director nomination processes described above.

Stockholder Process for Submitting Director Nominees

Following the 2015 Annual Meeting, the Board will also consider director candidates recommended by stockholders. The process followed to evaluate candidates submitted by stockholders will 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, 49th 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, which, for recommendations for the Company’s 2015 Annual Meeting, was December 25, 2014. No such recommendations were received from stockholders for the 2015 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 of Directors 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, 49th 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 Company’s Board of Directors 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. The Board of Directors met in at least one executive session, attended by only independent directors (all of whom constituted non-management directors) during 2014.

EXECUTIVE OFFICERS

The following executive officers of the Company, whose positions with the Company as of the date hereof are set forth below, together with Messrs. Alletto and Elshaw, who ceased employment with the Company prior to December 31, 2014, constitute the Company’s “Named Executive Officers” for 2014 for purposes of this Proxy Statement:

The following sets forth the age (as of December 31, 2014), positions held with the Company 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. Simon (40) has served as the Company’s Executive Vice President and Chief Financial Officer since September 2014. Mr. Simon also 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.

Mr. Pieraccioni (55) has served as the Company’s Executive Vice President and Global President – Revlon Consumer Division since February 2014 and was designated by the Board of Directors as an executive officer in February 2015. 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.

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, including: (i) the objectives of the Company’s compensation program; (ii) what the compensation program is designed to reward; (iii) each element of compensation; (iv) why the Company chooses to pay each element; (v) how the Company determines the amount and, where applicable, the formula, for each element to pay; (vi) how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives and may affect decisions regarding other elements of compensation; and (vii) whether and, if so, how the Company has considered the results of the most recent stockholder advisory vote on executive compensation in determining its compensation policies and decisions.

Overview of Key 2014 Compensation Events

A summary of key aspects of the Company’s 2014 compensation programs follows:

the 2014 LTIP Performance Targets) and those approved by the Compensation Committee for the Company’s 2015 performance year; except that the terms of Mr. Delpani’s 2014 Transitional LTIP provide that it would be paid in March 2016 based on the average degree of the Company’s achievement of these performance targets in 2014 and 2015.

Objectives of the Company’s Compensation Program and What it is Designed to Reward

The Company’s philosophy is to provide compensation programs that are reasonably designed to satisfy the following objectives:

Each Element of Compensation and Why the Company Chooses to Pay It

In order to achieve the objectives discussed above, the Company maintains a competitive compensation program which consists principally of the following three main components:

achieved its performance objectives during the applicable performance period (which objectives have also been reviewed and approved by the Compensation Committee), as well as the Compensation Committee’s reviewing and certifying management’s assessment of each Named Executive Officer having achieved a satisfactory performance rating under the Company’s annual management review process during each year of the respective LTIP’s performance period.

Setting Pay; Market References

The Company’s Human Resources Department and the Compensation Committee, with input from the Compensation Committee’s outside compensation consultant, consider the compensation of the Named Executive Officers in order to reward and retain the Company’s high-performing executives and provide them with incentives designed to maximize their performance in executing the Company’s strategy of value creation.

As part of assessing of the compensation of the Named Executive Officers, the Company also compares each Named Executive Officer’s total compensation to the total compensation for executives at comparison group companies, both within and outside of the consumer products industry. In this Proxy Statement, “total compensation” refers to base salary, annual cash bonus, annual vested value of the restricted stock awards and LTIP awards, unless otherwise noted. The Company seeks to design its total compensation opportunity to be competitive with these comparison group companies, as the Company believes that the market for certain executive talent is broader than the consumer products industry. When reviewing and setting Named Executive Officer compensation for 2014, the Company compared the total compensation of its executive officers to market compensation data for certain groups of companies in Towers Watson’s U.S. compensation data banks for similarly situated executives (sometimes referred

to herein as “competitive benchmark norms” or “competitive benchmarks,” with such companies being referred to herein as the “Comparison Group”). The Comparison Group for 2014 consisted of the companies listed on Annex A.

Total Compensation

Comparing the Named Executive Officer’s 2014 total compensation against the 50^th and the 75^th percentiles of total compensation in the relevant Comparison Group reflected that: (i) Mr. Delpani’s total compensation was at the 75^th percentile; (ii) Mr. Simon’s total compensation was at the 50^th percentile; and (iii) Mr. Pieraccioni’s total compensation was at the 75^th percentile.

Base Salary

Base salary adjustments are considered annually and may be based on individual performance, promotions and the assumption of new responsibilities, competitive data from the Comparison Group, employee retention efforts and the Company’s overall compensation guidelines and annual salary budget guidelines. Higher annual increases may be made to higher performers and key contributors.

Incentive Compensation; Generally

Plan Design:

For each year, the Company’s management recommends the corporate performance targets for its cash-based incentive compensation programs to the Compensation Committee for it to review and consider approving. The value of the one-time 2014 Restricted Stock Grants is based on the trading value of the Company’s Class A Common Stock. Linking the corporate performance targets for the cash-based incentive compensation programs directly to the extent to which the Company achieves its strategy of value creation is intended to have the effect of fostering shareholder value creation by appropriately motivating executives to achieve the Company’s financial and operational performance goals, while being challenging to attain. As noted above, the components of the Company’s 2014 Incentive Compensation Programs consisted of (1) the 2014 Annual Bonus Program; (2) the 2014 Restricted Stock Grants; (3) the 2014 LTIP; (4) the remaining two-thirds portion of the 2013 Transitional LTIP; and (5) the first one-third portion of the 2014 Transitional LTIP.

The Company’s President and Chief Executive Officer; Executive Vice President and Chief Financial Officer; Executive Vice President and Chief Legal and Administrative Officer; and senior Human Resource executives develop the objectives against which each Named Executive Officer’s performance, including the CEO’s, is assessed. The Compensation Committee also reviews and approves these objectives, having discussed them with its independent outside compensation consultant. These objectives are established by the Compensation Committee at the start of the performance period based on the Company’s future business plans. The Compensation Committee then reviews the objectives after the end of the designated performance period to assess and certify the extent to which they have been achieved based on the Company’s financial and operational results for the performance period.

In March 2014, the Compensation Committee approved and adopted performance-based incentive compensation factors for certain executives who serve on the Company’s senior management leadership team, namely: (A) for purposes of the 2014 Annual Bonus Program, performance objectives which consisted of: (1) the 2014 Adjusted EBITDA Performance Target, weighted at 50%; (2) the 2014 Net Sales Performance Target, weighted at 25%; and (3) the 2014 Net Working Capital Ratio Performance Target, weighted at 25%; and (B) for purposes of the remaining two-thirds portion of the 2013 Transitional LTIP and the first one-third portion of the 2014 Transitional LTIP, performance objectives which consisted of: (1) the 2014 Adjusted EBITDA Performance Target, weighted at 50%; (2) the 2014 Net Sales Performance Target, weighted at 25%; and (3) the 2014 Free Cash Flow Performance Target, weighted at 25% (collectively, the “2014 Performance Factors”). As Mr. Simon was not appointed as the Company’s Executive Vice President and Chief Financial Officer until September 2014, the Compensation Committee assessed his individual performance based on his objectives established under the Company’s annual management review process.

The 2014 Performance Factors were comprised of quantitative financial measures which were the performance objectives adopted under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Section 162(m) Performance Factors”). The 2014 Performance Factors also included strategic and operational objectives linked directly to the extent to which the Company achieved its strategy of value creation (the “2014 Strategic Objectives”), which were used by the Compensation Committee to review and certify management’s assessment of the extent to which each Named Executive Officer achieved a certain performance rating under the Company’s annual management review process. Such ratings were used to determine the extent to which each Named Executive Officer was eligible to receive a payout of up to 120% of his annual adjusted target bonus awards in accordance with the terms of the 2014 Annual Bonus Program, as well as to certify management’s assessment of each Named Executive Officer having achieved a satisfactory performance rating under the Company’s annual management review process during the 2014 performance period under the remaining two-thirds portion of the 2013 Transitional LTIP and the first one-third portion of the 2014 Transitional LTIP.

Performance Measurement:

After each performance period, the Compensation Committee certifies the level of the Company’s achievement of its corporate performance targets, which are used to calculate each program’s adjusted funding level. The Compensation Committee then certifies management’s assessment of the extent to which the respective Named Executive Officer achieved a certain performance rating under the 2014 Strategic Objectives portion of the 2014 Performance Factors. This individual performance rating is then used to calculate the degree to which the Named Executive Officer would be eligible to receive a payout ranging from 80% to 120% of the adjusted funding level.

Lawrence Alletto, the Company’s former Executive Vice President, Chief Financial Officer and Chief Administrative Officer, remained eligible under his separation agreement for his full 2014 target bonus award of 75% of his base salary, pro-rated for his 274 days of service during 2014. While 2014 Performance Factors were adopted under Section 162(m) for Mr. Alletto, pursuant to his separation agreement, Mr. Alletto was paid his annual bonus as if he received a rating entitling him to a 100% payout of his adjusted target bonus, without regard to achievement of his personal objectives. Chris Elshaw, the Company’s former Executive Vice President and Chief Operating Officer, was not eligible to receive any performance-based compensation in respect of 2014 based upon his leaving the Company in February 2014, and thus his 2014 performance was not assessed by the Compensation Committee.

In light of these senior management changes and the fact that certain incentive compensation was paid to Mr. Alletto pursuant to his separation agreement, the Compensation Committee considered the 2014 performance only for Messrs. Delpani, Simon and Pieraccioni, including, for Messrs. Delpani and Pieraccioni, achievement against their 2014 Performance Factors, and for Mr. Simon, achievement of his 2014 performance objectives established under the Company’s annual management review process.

The Section 162(m) Performance Factors under Messrs. Delpani’s and Pieraccioni’s 2014 Performance Factors and Mr. Simon’s 2014 performance objectives included (A) for purposes of the 2014 Annual Bonus Program: (i) the Company’s degree of achievement of its 2014 Adjusted EBITDA Performance Target, on which 50% of Messrs. Delpani’s, Pieraccioni’s and Simon’s target annual bonus awards were based; (ii) the Company’s degree of achievement of its 2014 Net Sales Performance Target, on which 25% of Messrs. Delpani’s, Pieraccioni’s and Simon’s target annual bonus awards were based; and (iii) the Company’s degree of achievement of its 2014 Net Working Capital Ratio Performance Target, on which 25% of Messrs. Delpani’s, Pieraccioni’s and Simon’s target annual bonus awards were based; and (B) for purposes of the LTIP awards for 2014: (i) the Company’s degree of achievement of its 2014 Adjusted EBITDA Performance Target, on which 50% of Messrs. Delpani’s, Pieraccioni’s and Simon’s target LTIP awards were based; (ii) the Company’s degree of achievement of its 2014 Net Sales Performance Target, on which 25% of Messrs. Delpani’s, Pieraccioni’s and Simon’s target LTIP awards were based; and (iii) the Company’s degree of achievement of its 2014 Free Cash Flow Performance Target, on which 25% of Messrs. Delpani’s, Pieraccioni’s and Simon’s target LTIP awards were based.

In February 2015, based on the extent of the Company’s over-achievement of its 2014 Annual Bonus Performance Targets and its 2014 LTIP Performance Targets and applying the formulae of the 2014 Incentive Compensation Programs, the Compensation Committee approved a 144.3% funding level for each of (i) the 2014 Annual Bonus Program; (ii) the remaining two-thirds portion of the 2013 Transitional LTIP with the 2014 performance period; and (iii) the initial one-third portion of the 2014 Transitional LTIP with the 2014 performance period. As noted above, the terms of Mr. Delpani’s 2014 Transitional LTIP provide that it would be paid in March 2016 based on the average degree of the Company’s achievement of its performance targets in 2014 and 2015.

After reviewing and considering management’s assessment of Messrs. Delpani’s and Pieraccioni’s 2014 Performance Factors (and Mr. Simon’s individual performance based on his objectives established under the Company’s annual management review process), including their individual key achievements during 2014, as listed below, in February 2015 the Compensation Committee certified that: (i) Messrs. Delpani and Pieraccioni achieved their 2014 Performance Factors with a performance rating for their 2014 Strategic Objectives that entitled them to a payout of 120% of the adjusted annual bonus awards; and (ii) Mr. Simon achieved a performance rating that entitled him to a payout of 100% of the adjusted annual bonus awards, in each case pursuant to the plan design and terms of the 2014 Annual Bonus Program. The Named Executive Officer’s 2014 performance ratings also entitled them to their adjusted target LTIP awards. Such payout amounts are set forth in the “Summary Compensation Table” below.

Below is a summary of Messrs. Delpani’s, Simon’s and Pieraccioni’s 2014 key achievements. In connection with the Compensation Committee’s certification process, the Company’s management provided these key achievements to the Compensation Committee in support of management’s assessment of each Named Executive Officer’s achievement of his individual 2014 Strategic Objectives under the 2014 Performance Factors in accordance with the terms of the 2014 Annual Bonus Program and the 2013 Transitional LTIPs and the 2014 Transitional LTIPs:

Mr. Delpani – President and Chief Executive Officer:

Mr. Pieraccioni – Executive Vice President and Global President – Revlon Consumer Division:

Mr. Simon – Executive Vice President and Chief Financial Officer:

Payout of 2014 Incentive Compensation:

Accordingly, in February 2015, based upon the Compensation’s Committee’s review of management’s assessment of the degree of the Company’s achievement of its 2014 performance objectives and the executive’s performance during 2014 (and in Mr. Alletto’s case the contractual obligations described above), the Compensation Committee approved: (i) the payment of annual bonuses to Messrs. Delpani, Pieraccioni, Simon and Alletto under the 2014 Annual Bonus Program at 144.3% of an executive’s target, with a further adjustment of 120% for Messrs. Delpani and Pieraccioni based on their outstanding achievement of the 2014 Strategic Objectives portion of their 2014 Performance Factors; and (ii) the payment to Mr. Delpani of the remaining two-thirds portion of the 2013 Transitional LTIP and to Messrs. Pieraccioni and Simon the initial one-third portion of the 2014 Transitional LTIP, in each case at 144.3% of an executive’s target award, as set forth in the “Summary Compensation Table,” below. Such payments were made in March 2015.

The Company’s confidentiality and non-competition agreement (which all employees, including the Named Executive Officers, are required to execute), Stock Plan and Incentive Compensation Plan condition each employee’s eligibility for benefits (including the LTIP awards and 2014 annual cash bonuses) upon compliance with certain confidentiality, non-competition and non-solicitation obligations.

Incentive Compensation; Annual Cash Bonus

Approximately 900 employees, including the Named Executive Officers, were eligible to participate in the 2014 Annual Bonus Program. Mr. Elshaw was not eligible for any award under the 2014 Annual Bonus Program due to his ceasing employment with the Company in February 2014.

Performance Targets:

The performance objectives for the Named Executive Officers under the 2014 Annual Bonus Program included the Company’s achievement of its: (1) 2014 Adjusted EBITDA Performance Target (weighted at 50%); (2) 2014 Net Sales Performance Target (weighted at 25%); and (3) 2014 Net Working Capital Ratio Performance Target (weighted at 25%). In each case, the Company’s achievement of its performance targets are measured after taking into account the 2014 Unusual Items and all incentive compensation accruals. Receipt of a bonus award under the 2014 Annual Bonus Program was further conditioned upon the participant’s achievement of a performance rating of “target” or higher under the Company’s 2014 performance management review process. The exact payout amount was further subject to the extent to which a Named Executive Officer achieved his individual 2014 Strategic Objective under the 2014 Performance Factors.

Per the terms of their respective employment agreements, (i) Mr. Delpani was eligible for a target bonus of 100% of his base salary and (ii) each of Messrs. Pieraccioni, Simon and Alletto was eligible for a target bonus of 75% of his respective base salary. Pursuant to his separation agreement, Mr. Alletto’s target award opportunity was paid as though he received a target performance rating and was pro-rated through his September 30, 2014 termination date. Mr. Elshaw was not eligible for 2014 incentive compensation based on his ceasing employment with the Company in February 2014.

Payout Slopes:

The terms of the 2014 Annual Bonus Program included the following payout slopes for measuring the adjusted target awards based upon the level of achievement against the respective corporate performance targets:

Calculation of Funding Level:

Following the above formula for achievement of the corporate performance targets, weighting of targets and payout slopes, while taking into account the 2014 Unusual Items, in March 2015 the Compensation Committee approved funding the 2014 Annual Bonus Program at 144.3% of target, in accordance with the plan design and terms of the 2014 Annual Bonus Program. The 144.3% funding level was calculated as follows:

2014 Annual Bonus Program Awards:

As a result, each Named Executive Officer’s potential target bonus was effectively increased to 144.3%, before taking into account any impact of the Named Executive Officer’s individual performance against the 2014 Strategic Objectives under his 2014 Performance Factors, which could then increase or decrease his bonus payout within the prescribed range of 80% to 120% of target.

Accordingly, based upon its certification of management’s assessment of the extent to which each of the Named Executive Officers achieved their 2014 Performance Factors, and taking into account the 144.3% funding level of the 2014 Annual Bonus Program, the Compensation Committee approved paying the following bonus awards under the 2014 Annual Bonus Program:

All of the annual bonus awards were paid to the eligible Named Executive Officers pursuant to the terms of the 2014 Annual Bonus Program 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 eligible Named Executive Officers under the 2014 Annual Bonus Program, which were paid in March 2015.

Incentive Compensation; Long-Term Cash Compensation

LTIPs – Overview:

LTIP awards comprise the third principal component of total compensation for the Company’s Named Executive Officers and certain other key employees. Since 2010, the Company has granted LTIP awards under its Incentive Compensation Plan as one element of compensation designed to enable the Company to maintain total compensation at competitive levels. The 2014 LTIP provides for a payment opportunity in March 2017, based upon the average degree of the Company’s achievement of its performance targets over three 1-year periods (2014, 2015 and 2016).

To compensate for the fact that the 2014 LTIP awards are payable in March 2017, the 2014 Transitional LTIP provided for a payment opportunity of one-third of target award amounts in March 2015, based upon the degree of the Company’s achievement of its 2014 LTIP Performance Targets. The remaining two-thirds of the 2014 Transitional LTIP target awards remain as a payment opportunity in March 2016, based upon the average degree of the Company’s achievement of its performance targets in 2014 and 2015. In addition, in March 2014 the Compensation Committee approved, based upon management’s recommendation and with input from the Compensation Committee’s independent outside compensation consultant, amending the 2013 Transitional LTIP program to provide for a payment opportunity in March 2015 for the remaining two-thirds portion of the 2013 Transitional LTIP target award amounts, based upon the degree of the Company’s achievement of its 2014 LTIP Performance Targets.

The grant of target awards under the 2014 LTIP, the 2013 Transitional LTIP and the 2014 Transitional LTIP were each structured as flat dollar amounts, tiered to levels of responsibility within the organization. Approximately 90 senior employees, including the Company’s Named Executive Officers remaining employed at December 31, 2014, were eligible to participate in these LTIP programs covering in whole or in part, the 2014 performance year. Each of Messrs. Delpani, Pieraccioni and Simon was entitled to LTIP compensation in respect to their 2014 performance. For more information on the target amounts of the 2014 LTIP and the 2014 Transitional LTIP awards that were granted to Named Executive Officers in the last completed fiscal year, see the table under “GRANTS OF PLAN-BASED AWARDS - Non-Equity Awards,” below.

These target amounts were determined as part of the Company’s focus to develop a total compensation opportunity that is intended to be competitive such that the level of total compensation (i.e., base salary, annual cash bonus, LTIP and restricted stock grants, combined) is targeted to be positioned at or about the 50th to 75th percentile of competitive benchmark norms, while also providing a certain level of internal pay equity among the most senior executives on the Company’s senior management leadership team.

2013 Transitional LTIP:

Performance Targets:

The Company’s corporate performance targets under the remaining two-thirds of the 2013 Transitional LTIP payout in March 2015 included the following: (1) the 2014 EBITDA Performance Target, weighted at 50%; (2) the 2014 Net Sales Performance Target, weighted at 25%; and (3) the 2014 Free Cash Flow Performance Target, weighted at 25%. In each case, these targets are adjusted to account for the 2014 Unusual Items and calculated after giving effect to all incentive compensation accruals.

Payout Slopes:

The terms of the 2013 Transitional LTIP, as approved by the Compensation Committee based upon management’s recommendation and with input from the Compensation Committee’s independent outside compensation consultant, included the following payout slopes for measuring the adjusted target awards based upon the level of achievement against the respective corporate performance targets:

Performance Target, the funding level would decrease by 10 points to a minimum funding level of 0% at 90% achievement of this target. For every 1 point of achievement over 100% of the 2014 Free Cash Flow Performance Target, the funding level would increase by 5 points, to a maximum payout of 150% if the Company achieved 110% or more of this target.

Calculation of Funding Level:

Following the above formula for achievement of the 2014 LTIP Performance Targets, weighting of targets and payout slopes, while taking into account the 2014 Unusual Items, the Compensation Committee, based upon management’s recommendation and with input from the Compensation Committee’s independent outside compensation consultant, approved funding and paying the remaining two-thirds portion of the 2013 Transitional LTIP awards at 144.3% of target, which means that each Named Executive Officer’s target for the remaining two-thirds portion of the 2013 Transitional LTIP awards was effectively increased to 144.3%.

The 144.3% funding level was calculated as follows:

2013 Transitional LTIP Award:

Accordingly, based upon the Compensation Committee’s certification of management’s assessment that Mr. Delpani achieved at least a target performance rating under the Company’s annual management review process (including the 2014 Performance Factors), and taking into account the 144.3% funding level of the remaining two-thirds portion of the 2013 Transitional LTIP, the Compensation Committee approved paying the following 2013 Transitional LTIP awards:

Mr. Delpani’s 2013 Transitional LTIP award was paid pursuant to the terms of the 2013 Transitional LTIP program and the Compensation Committee did not exercise any discretion in approving such award.

The “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table,” below, reflects the 2013 Transitional award that was earned by Mr. Delpani for the 2014 performance year, which award was paid in March 2015.

2014 LTIP and 2014 Transitional LTIP:

By conditioning payments on the average degree of the Company’s achievement of its performance targets over three 1-year periods (2014, 2015 and 2016), the 2014 LTIP is designed to: (i) motivate key employees to focus on the Company’s long-term business goals, including execution of the Company’s strategy of value creation; (ii) provide more effective retention incentives; (iii) better align the Company’s LTIP with more customary long-term incentive programs; and (iv) better distinguish the Company’s long-term compensation from its annual bonus programs under which eligibility for annual bonus payments is based upon one year of the Company’s and the executive’s performance.

The initial one-third portion of the 2014 Transitional LTIP provided a payment opportunity in March 2015 based on 2014 performance. The remaining two-thirds portion of the 2014 Transitional LTIP provides a further payment

opportunity in March 2016, based on the average degree of the Company’s achievement of its 2014 and 2015 performance objectives. The 2014 Transitional LTIPs were developed to compensate for the fact that the 2014 LTIP awards are not payable until March 2017 based upon the average degree of the Company’s achievement of its performance targets over three 1-year periods (2014, 2015 and 2016). As noted above, the terms of Mr. Delpani’s 2014 Transitional LTIP provide that it would be paid in March 2016 based on the average degree of the Company’s achievement of its performance targets in 2014 and 2015.

LTIP payments are also subject to the Named Executive Officer achieving at least a target performance rating under the Company’s annual management review process for each performance year of the LTIP, including the 2014 Performance Factors approved by the Compensation Committee for certain of the Named Executive Officers.

Performance Targets:

Payout Slopes:

The terms of the 2014 LTIP and the 2014 Transitional LTIP include the following payout slopes for measuring the adjusted target awards based upon the level of achievement against the respective corporate performance targets:

Calculation of Funding Level:

Following the above formula for achievement of the corporate performance targets, weighting of targets and payout slopes, while taking into account the 2014 Unusual Items, in accordance with the terms of the 2014 Transitional LTIP, in March 2015 the Compensation Committee, based upon management’s recommendation and with input from the Compensation Committee’s independent outside compensation consultant, approved funding and paying the initial one-third portion of the 2014 Transitional LTIP awards at 144.3% of target, which means that each Named Executive Officer’s target for the initial one-third portion of the 2014 Transitional LTIP awards was effectively increased to 144.3%.

The 144.3% funding level was calculated as follows:

2014 Transitional LTIP Awards:

Accordingly, based upon the Compensation Committee’s certification of management’s assessment that the eligible Named Executive Officer achieved at least a target performance rating under the Company’s annual management review process (including the 2014 Performance Factors for certain of the Named Executive Officers), and taking into account the 144.3% funding level of the first one-third portion of the 2014 Transitional LTIP, the Compensation Committee approved paying the following 2014 Transitional LTIP awards:

All of the 2014 Transitional LTIP awards were paid to the eligible Named Executive Officers pursuant to the terms of the 2014 Transitional LTIP program and the Compensation Committee did not exercise any discretion in approving such awards.

The “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table,” below, reflects the 2014 Transitional LTIP awards that were earned by the eligible Named Executive Officers for the 2014 performance year, which awards were paid in March 2015.

Incentive Compensation; 2014 Restricted Stock Grants

The 2014 Restricted Stock Grants comprise the fourth principal component of total compensation for the Company’s Named Executive Officers. While the Company did not implement a company-wide equity award program for 2014, upon management’s recommendation and with input from the Compensation Committee’s independent outside compensation consultant, the Compensation Committee approved the one-time 2014 Restricted Stock Grants to certain members of the Company’s senior management team, including Messrs. Delpani, Pieraccioni and Simon. The 2014 Restricted Stock Grants were intended to provide these senior executives with total compensation that is designed to be competitive to the Company’s peer group and with an element of long-term incentive compensation designed to retain those senior executives that the Company believes will effectively lead the execution of its strategy of value creation. Provided the respective Named Executive Officer remains employed by the Company on each

vesting date, these restricted shares will vest in 5 equal installments over 5 years (with the first vesting event for Messrs. Delpani and Pieraccioni having occurred on March 15, 2015), and in full upon any “change of control.” The Named Executive Officers are required to retain such shares, even after they vested, so long as they remain employed by the Company. The value of the one-time 2014 Restricted Stock Grants is based on the trading value of the Company’s Class A Common Stock. For more information on the 2014 Restricted Stock Grants, see “Summary Compensation Table” and “Outstanding Equity Awards at Fiscal Year-End,” below.

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 medical, dental, vision and life insurance coverage, are available to all U.S.-based, non-union employees.

The Company also maintains a limited number of benefit programs that are available to the Named Executive Officers 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 and limited reimbursement of certain costs for financial counseling and tax preparation. These types of benefits are commonly made available to senior executives at other major corporations and assist the Company in retaining and attracting key talent.

How the Company Determines the Amount (and, Where Applicable, the Formula) for Each Element of Compensation to Pay and How Each Compensation Element and the Company’s Decisions Regarding that Element Fit into the Company’s Overall Compensation Objectives and May Affect Decisions Regarding Other Elements of Compensation

The Company focuses annually on developing a total compensation opportunity that is intended to be competitive such that the level of total compensation (i.e., base salary, annual cash bonus, LTIPs and restricted stock grants, combined) is targeted to be positioned at or about the 50th to 75th percentile of competitive benchmark norms. Salary ranges, annual cash bonus plan targets, LTIP targets and the restricted stock grants are reviewed using a “total compensation” perspective under which total remuneration is targeted to be within certain ranges compared to the Comparison Group. Values and targets of each element may change from performance period to performance period.

The Company designs its compensation programs such that there is a correlation between the level of position and the degree of risk in compensation. Accordingly, the Company’s more senior executives with the highest levels of responsibility and accountability have a higher percentage of their total potential remuneration at risk (in the form of performance-based annual cash bonuses, performance-based LTIP awards and the restricted stock grants), than do employees with lower levels of responsibility and accountability. This means that a higher proportion of the Company’s more senior executives’ total potential compensation is based upon variable elements, than is the case with the Company’s employees with lower levels of responsibility and accountability.

Role of the Compensation Committee

The Compensation Committee reviews key components of each Named Executive Officer’s compensation, which enables the Compensation Committee to make informed decisions regarding future elements of compensation. Among other things, the Compensation Committee reviews and approves: (i) compensation for the Company’s Named Executive Officers; (ii) the structure of the Company’s annual bonus program under the Incentive Compensation Plan, including approving annual performance objectives for the Named Executive Officers and annually certifying management’s assessment of the extent to which those objectives have been achieved; (iii) the structure of the Company’s LTIPs under the Incentive Compensation Plan, including approving performance-based objectives and grants of LTIP awards for the Named Executive Officers and certifying management’s assessment of the extent to which those objectives have been achieved; and (iv) the structure of the Company’s one-time grants of restricted shares of the Company’s Class A Common Stock to the Named Executive Officers under the Stock Plan.

The Compensation Committee, based upon management’s recommendation and with input from the Compensation Committee’s outside independent compensation consultant, currently: (i) reviews and approves objectives relevant to the compensation of the Company’s Chief Executive Officer and certain other Named Executive Officers; (ii) evaluates, together with the Nominating and Corporate Governance Committee, the Chief Executive Officer’s and certain other Named Executive Officer’s performance in respect of those objectives; and (iii) determines the Chief Executive Officer’s and certain other Named Executive Officer’s total compensation level based on that evaluation

process. Following the 2015 Annual Meeting and assuming the election of all director nominees named in Proposal No. 1 (Election of Directors), the Compensation Committee expects to evaluate the CEO’s and other Named Executive Officers’ performance together with the Board.

The Company’s Executive Vice President and Chief Legal and Administrative Officer works with the Company’s Human Resources Department to recommend: (i) merit increase guidelines, if any, under the Company’s salary administration program; (ii) the structure of the Company’s annual bonus program under the Incentive Compensation Plan; (iii) the structure of the Company’s LTIP awards under the Incentive Compensation Plan; and (iv) the structure of the Company’s one-time grants of restricted shares of the Company’s Class A Common Stock to the Named Executive Officers under the Stock Plan, including the 2014 Restricted Stock Grants.

As part of the Company’s processes and procedures for determining the amount and form of executive officer and director compensation, the Company’s Compensation Committee relies in part upon informed proposals and information provided by management, as well as market data, analysis and guidance provided by its outside compensation consultant. During 2014, the Compensation Committee consulted with and/or considered advice provided by its independent outside compensation consultant (Compensation Advisory Partners LLC (“CAP”)) with respect to the structure and components of the Company’s incentive compensation programs, as well as the total compensation of the Company’s Named Executive Officers. During 2014, CAP only provided 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 other services for the Company or the Compensation Committee, such as benefits administration, human resources consulting or actuarial services. The Compensation Committee approved CAP’s engagement, upon management’s recommendation, and based upon CAP’s experience and qualifications. The Compensation Committee’s Chairman reviews and approves all invoices from the outside compensation consultant prior to payment. The Compensation Committee has reviewed and discussed whether there are any conflicts of interest with CAP or CAP’s compensation advisor to the Compensation Committee, and has determined that there are none.

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.

Whether and, if so, How the Company has Considered the Results of the Most Recent Stockholder Advisory Vote on Executive Compensation in Determining its Compensation Policies and Decisions

At the Company’s June 2014 annual stockholders’ meeting, approximately 99% of the Company’s outstanding voting capital stock who voted, on an advisory, non-binding basis, approved the Company’s “say-on-pay” proposal regarding the Company’s executive compensation, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in the Company’s 2014 proxy statement. At the Company’s June 2011 annual stockholders’ meeting, approximately 99% of the Company’s outstanding voting capital stock who voted on the “say-on-pay” frequency proposal recommended, on an advisory, non-binding basis, that the Company conduct future “say-on-pay” votes every 3 years (which is the Company’s current intention), with the last such say-on-pay vote occurring in June 2014. Although such advisory stockholder vote on executive compensation was non-binding, management considered the results of such advisory vote in determining the Company’s compensation policies and decisions. The Company believes that the near unanimity of that vote represents an endorsement that the Company’s compensation philosophy, processes and practices are appropriate for the Company.

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 persons who served as the Company’s Chief Executive Officer and the Chief Financial Officer during 2014 and the three other most highly paid executive officers of the Company during 2014 (collectively, the “Named Executive Officers”), 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 2014 Compensation Events,” each of the 2014 Annual Bonus Program, the remaining two-thirds portion of the 2013 Transitional LTIP and the initial one-third portion of the 2014 Transitional LTIP was funded at 144.3% of target amounts in accordance with the formulae set forth in such programs, which funding level was also recommended by management and approved by the Compensation Committee.

SUMMARY COMPENSATION TABLE

For Mr. Delpani, the amount set forth under the “Bonus” column represents a $250,000 bonus that was payable monthly during 2014, to compensate him for relocation and housing and related costs to move with his family to the New York metropolitan area, in each case paid in respect to 2014.

For Mr. Pieraccioni, the amount set forth under the “Stock Awards” column for 2014 reflects the grant date value of his award of 82,128 restricted shares of the Company’s Class A Common Stock, based on the NYSE closing price of $30.44 per share on the August 6, 2014 grant date. One-fifth of these restricted shares vested on March 15, 2015 and the remaining restricted shares vest in equal installments on March 15, 2016, March 15, 2017, March 15, 2018 and March 15, 2019. Accordingly, none of such shares were vested on December 31, 2014.

For Mr. Simon, the amount set forth under the “Stock Awards” column for 2014 reflects the grant date value of his award of 75,665 restricted shares of the Company’s Class A Common Stock, based on the NYSE closing price of $33.04 per share on the September 22, 2014 grant date. Such award vests in five equal installments on March 15, 2016, March 15, 2017, March 15, 2018, March 15, 2019 and March 15, 2020. Accordingly, none of such shares were vested on December 31, 2014.

For Mr. Delpani, for 2014, the amount set forth under the “Non-Equity Incentive Plan Compensation” column, which was paid in March 2015, reflects (i) $2,077,920 in cash bonus, representing his target bonus of 100% of his annual base salary, as adjusted by the 2014 144.3% funding level based on the Company’s 2014 financial performance against the applicable performance targets, with a further adjustment of 120% based on his outstanding performance rating, in accordance with the terms of the 2014 Annual Bonus Program; plus (ii) $1,122,333 in 2013 Transitional LTIP award, representing the remaining two-thirds of his $2,000,000 target award attributable to the 2014 performance period, as adjusted by the 2014 144.3% funding level based on the Company’s financial performance against the applicable performance targets and pro-rated based on his time at the Company over the 24-month performance period.

For Mr. Pieraccioni, for 2014, the amount set forth under the “Non-Equity Incentive Plan Compensation” column, which was paid in March 2015, reflects (i) $779,220 in cash bonus, representing his target bonus of 75% of his annual base salary, as adjusted by the 2014 144.3% funding level based on the Company’s 2014 financial performance against the applicable performance targets, with a further adjustment of 120% based on his outstanding performance rating, in accordance with the terms of the 2014 Annual Bonus Program; plus (ii) $240,500 in 2014 Transitional LTIP award, representing the initial one-third of his $500,000 target award attributable to the 2014 performance period, as adjusted by the 2014 144.3% funding level based on the Company’s 2014 financial performance against the applicable performance targets.

For Mr. Simon, for 2014, the amount set forth under the “Non-Equity Incentive Plan Compensation” column, which was paid in March 2015, reflects (i) $649,350 in cash bonus, representing his target bonus of 75% of his annual base salary, as adjusted by the 2014 144.3% funding level based on the Company’s 2014 financial performance against the applicable performance targets,; plus (ii) $96,200 in 2014 Transitional LTIP award, representing one-third of his $200,000 target award attributable to the 2014 performance period, as adjusted by the 2014 144.3% funding level based on the Company’s 2014 financial performance against the applicable performance targets.

For Mr. Alletto, for 2014, the amount set forth under the “Non-Equity Incentive Plan Compensation” column, which was paid in March 2015, reflects $619,240 in cash bonus, representing his target bonus of 75% of his annual base salary, as adjusted by the 2014 144.3% funding level based on the Company’s 2014 financial performance against the applicable performance targets and pro-rated through his September 30, 2014 termination date.

detailed below, the negative amounts represent a decrease in the net present value of the executive’s accumulated pension benefit as of December 31, 2013, as compared to the net present value of the executive’s accumulated pension benefit as of December 31, 2012. Such decreases are primarily attributable to an increase in the applicable discount rate assumption used to determine the net present values of their accumulated pension benefits. The amount for 2012 has been calculated based on the aggregate change in actuarial present value of Mr. Elshaw’s accumulated benefit under the Retirement Plan and the Pension Equalization Plan from January 1 to December 31, 2012, based on, with respect to 2012, the assumptions as set forth in Note 15 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The amount for 2012 has been calculated based on Mr. Elshaw’s normal retirement age of 65 as specified in the Retirement Plan and Pension Equalization Plan. The Pension Equalization Plan is a non-qualified and unfunded plan. In May 2009, the Company amended the Retirement Plan and the Pension Equalization Plan to cease future benefit accruals under such plans after December 31, 2009. Accordingly, as Messrs. Delpani, Pieraccioni, Simon and Alletto joined the Company after these plans were frozen as of December 31, 2009, there are no amounts under such plans to report for these executives.

For Mr. Elshaw, this amount includes $207, ($2,601) and $2,664 under the Retirement Plan and $381, ($2,537) and $2,599 under the Pension Equalization Plan for 2014, 2013 and 2012, respectively.

Mr. Pieraccioni. The amount shown under “All Other Compensation” for Mr. Pieraccioni for 2014 consists of a car allowance; tax preparation and financial counseling services; a one-time reimbursement for airfare for Mr. Pieraccioni’s family in connection with an international business trip that Mr. Pieraccioni was required to make during the Thanksgiving holiday; $69,712 of relocation allowance and assistance; a $180,000 annual housing allowance; and profit sharing contributions under the 401(k) Plan.

Mr. Simon. The amount shown under “All Other Compensation” for Mr. Simon for 2014 consists of a car allowance, reimbursement of information technology expenses and a related income tax gross-up of $2,376; tax preparation and financial counseling services; $105,000 of relocation assistance; profit sharing contributions under the Excess Savings Plan; $13,000 of matching contributions under the under the Colomer 401(k) & Profit Sharing Plan; and money purchase contributions under the Colomer Defined Contribution Plan.

Mr. Alletto. The amount shown under “All Other Compensation” for Mr. Alletto for 2014 consists of (i) perquisites and personal benefits in the aggregate amount of $50,222, comprised of a car allowance; tax preparation and financial counseling services; profit sharing contributions under the Excess Savings Plan in the amount of $21,064 and profit sharing contributions under the 401(k) Plan; and matching contributions under the 401(k) Plan; and (ii) $1,609,629 of separation pay, comprised of $1,530,000 representing 24 months (the “severance period”) of salary continuation at his base salary in effect upon termination, which is payable bi-weekly over the 24-month severance period; life insurance premiums for continued coverage during the severance period; medical and dental insurance premiums for continued coverage during the severance period; tax preparation and financial counseling services incurred during the severance period, subject to program terms; and car allowance continuation for the severance period.

Mr. Elshaw. The amount shown under “All Other Compensation” for Mr. Elshaw for 2014 consists of (i) perquisites and personal benefits, comprised of a car allowance; tax preparation and financial counseling services; profit sharing contributions under the Excess Savings Plan; profit sharing contributions under the 401(k) Plan; and matching contributions under the 401(k) Plan; and (ii) $1,627,944 of separation pay, comprised of $1,532,026 representing 24 months (the “severance period”) of salary continuation at his base salary in effect upon termination, which is payable bi-weekly over the 24-month severance period; life insurance premiums for continued coverage during the severance period; medical insurance premiums for continued coverage during the severance period; tax preparation and financial counseling services incurred during the severance period, subject to program terms; car allowance continuation for the severance period; outplacement services; and unused vacation pay.

Employment Agreements and Payments Upon Termination and Change of Control

Employment Agreements

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

Mr. Delpani

Mr. Delpani’s amended and restated employment agreement provides that Mr. Delpani will 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, 2014).

Under his employment agreement, Mr. Delpani 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. In addition, during 2014 Mr. Delpani was entitled to a $250,000 housing relocation bonus. Mr. Delpani is eligible to participate in the Company’s future LTIPs as in effect from time to time. Mr. Delpani 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 a $10,000 financial planning and tax preparation allowance and a $30,000 annual car allowance.

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

Products Corporation may 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 may terminate the employment agreement for any reason upon 30 days’ prior written notice to the other party.

Upon termination of employment, the Company may 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 be 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 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 is covered by like medical or dental plans of another company.

Mr. Pieraccioni

Mr. Pieraccioni’s employment agreement provides that Mr. Pieraccioni will serve as the Company’s Executive Vice President and Global President – Revlon Consumer Division, at an annual base salary of not less than $600,000 (which was his base salary as of December 31, 2014).

Under his 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 75% of his base salary. In addition, Mr. Pieraccioni is entitled to a $180,000 annual housing allowance through April 2017. Pursuant to his employment agreement, Mr. Pieraccioni received a one-time bonus of $100,000 upon his completing one year of service to the Company (i.e., on March 1, 2015). Mr. Pieraccioni is also eligible to participate in the Company’s future 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 Business Conduct.

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 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 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 agreement provides that Mr. Simon will 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 December 31, 2014).

Mr. Simon is 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 is also eligible to participate in the Company’s future LTIPs as in effect from time to time.

Under his employment agreement, Mr. Simon is 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 is also eligible to participate in the Company’s future LTIPs as in effect from time to time.

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

Products Corporation may 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 may 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 may 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 provides that, if Mr. Simon’s employment is terminated for any material uncured breach by Products Corporation of any of its obligations to Mr. Simon under his employment agreement, or is terminated by Products Corporation (other than for “cause” as defined in Mr. Simon’s employment agreement or disability), Mr. Simon would be 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 are payable to executives under the Incentive Compensation Plan for the performance year when the termination occurs, based upon 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 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, 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 of December 31, 2014, Mr. Simon has not participated in Products Corporation’s medical or dental plans.

Mr. Alletto

Mr. Alletto’s employment with the Company ceased on September 30, 2014. In connection with the termination of his employment, Mr. Alletto received $1,609,629 of separation pay, comprised of $1,530,000, representing 24 months (the “severance period”) of salary continuation at his base salary in effect upon termination, which is payable bi-weekly over the 24-month severance period; life insurance premiums for continued coverage during the severance period; medical and dental insurance premiums for continued coverage during the severance period; tax preparation and financial counseling services incurred during the severance period, subject to program terms; and car allowance continuation for the severance period. In addition, upon termination other than for cause, or upon termination by Mr. Alletto due to a material breach by the Company, all awarded unvested restricted stock will continue to vest in accordance with the regular vesting schedule. Accordingly, his remaining 80,000 restricted stock awarded in October 29, 2013 will continue to vest in two equal annual installments, on each of October 28, 2015 and October 28, 2016.

Mr. Elshaw

Mr. Elshaw’s employment with the Company ceased on February 25, 2014. In connection with the termination of this employment, Mr. Elshaw received $1,627,944 of separation pay, comprised of $1,532,026 representing 24 months (the “severance period”) of salary continuation at his base salary in effect upon termination, which is payable bi-weekly over the 24-month severance period; life insurance premiums for continued coverage during the severance period; medical insurance premiums for continued coverage during the severance period; tax preparation and financial counseling services incurred during the severance period, subject to program terms; car allowance continuation for the severance period; outplacement services; and unused vacation pay.

Termination Payments

Mr. Delpani

Under his employment agreement, if Mr. Delpani had been terminated without “cause” on December 31, 2014 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 $1,301,596, consisting of the following: (a) $100,000, representing 30 days’ of Mr. Delpani’s annual base salary on December 31, 2014; (b) $1,200,000, representing Mr. Delpani’s 2014 target bonus, subject to adjustment based on 2014 Company’s achievement under the terms of the 2014 Annual Bonus Program (as noted above, Mr. Delpani’s actual bonus for 2014 was $2,077,920); (c) approximately $335, representing the cost of 30 days of life insurance coverage; and (d) approximately $1,261, 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 $2,438,320, consisting of the following: (a) $1,200,000, representing two times 50% of Mr. Delpani’s annual base salary on December 31, 2014; (b) $1,200,000, representing Mr. Delpani’s 2014 target bonus, subject to adjustment based on 2014 Company’s achievement under the terms of the 2014 Annual Bonus Program (as noted above, Mr. Delpani’s actual bonus for 2014 was $2,077,920); (c) approximately $8,050, representing the cost of 24 months of life insurance coverage; and (d) approximately $30,270, representing the cost of 24 months of medical and dental insurance coverage. Mr. Delpani’s severance payments are conditional on his compliance with the Company’s standard confidentiality and non-competition provisions during any severance period.

Mr. Pieraccioni

Under his employment agreement, if Mr. Pieraccioni had been terminated without “cause” on December 31, 2014, the estimated aggregate total of termination benefits during a severance period of 12 months would have been approximately $1,067,612, consisting of the following: (a) $600,000, representing Mr. Pieraccioni’s annual base

salary on December 31, 2014 for the 12-month severance period; (b) $450,000, representing Mr. Pieraccioni’s 2014 target bonus, subject to adjustment based on 2014 Company’s achievement under the terms of the 2014 Annual Bonus Program (as noted above, Mr. Pieraccioni’s actual bonus for 2014 was $779,220); (c) approximately $2,477, representing the cost of 12 months of life insurance coverage; and (d) approximately $15,135, representing the cost of 12 months of group medical, dental and vision insurance coverage.

Mr. Simon

Under his employment agreement, if Mr. Simon had been terminated without “cause” on December 31, 2014, 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, 2014 for the 18-month severance period; (b) $450,000, representing Mr. Simon’s 2014 target bonus, subject to adjustment based on 2014 Company’s achievement under the terms of the 2014 Annual Bonus Program (as noted above, Mr. Simon’s actual bonus for 2014 was $649,350); and (c) approximately $3,715, representing the cost of 18 months of life insurance coverage.

Mr. Alletto

Mr. Alletto’s employment with the Company ceased on September 30, 2014. Mr. Alletto and Products Corporation entered into a separation agreement, effective September 30, 2014, which provides Mr. Alletto with separation benefits consistent with those set forth in his employment agreement (see above). All of Mr. Alletto’s severance payments are conditional on his compliance with the Company’s standard confidentiality and non-solicitation provisions during the severance period. See the “Summary Compensation Table,” above, for a summary of the quantification of Mr. Alletto’s separation benefits.

Mr. Elshaw

Mr. Elshaw’s employment with the Company ceased on February 25, 2014. Mr. Elshaw and Products Corporation entered into a separation agreement, effective February 25, 2014, which provides Mr. Elshaw with separation benefits consistent with those set forth in his employment agreement (see above), other than his not being entitled to any bonus in respect of 2014 due to the timing of his termination early in the performance period. All of Mr. Elshaw’s severance payments are conditional on his compliance with the Company’s standard confidentiality and non-solicitation provisions during the severance period. See the “Summary Compensation Table,” above, for a summary of the quantification of Mr. Elshaw’s separation benefits.

Change of Control Payments

Each of Messrs. Delpani’s, Pieraccioni’s and Simon’s employment agreements provides that, in the event of any “change of control,” the terms of their employment agreements would be extended for an additional 24 months from the effective date of any such “change of control.” Each of their employment agreements also provides that if, within this 24-month period, the executive were to terminate his employment with the Company for “good reason” or if the Company were to terminate the executive’s employment other than for “cause,” he would receive: (i) a lump-sum payment equal to two times the sum of (a) the executive’s base salary and (b) the executive’s average gross bonus earned over the five calendar years prior to termination; and (ii) 24 months of continuation of all fringe benefits in which the executive 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. Each of their employment agreements also provides that, in the event of a “change of control,” all then-unvested stock options and restricted shares held by them shall immediately vest and become fully exercisable. None of the Named Executive Officers holds any unvested options. For information on unvested shares of restricted stock held by the Name Executive Officers, see the “Summary Compensation Table,” 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 the LTIP awards remain payable in accordance with their terms. Otherwise, upon a “change of control,” LTIP awards related to the performance period when the event occurred are to be paid at target on a pro-rated basis (based on the number of days elapsed) 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 such “change of control.”

Mr. Delpani

The estimated aggregate total of benefits upon a “change of control” and subsequent termination if Mr. Delpani had been terminated on December 31, 2014 would have been approximately $15,700,992, consisting of the following: (a) $2,400,000, representing two times his $1,200,000 annual base salary on December 31, 2014; (b) $1,837,000, representing two times his average 5-year target bonus; (c) approximately $15,600, representing two years of contributions under the Company’s 401(k) Plan; (d) approximately $108,000 in respect of two years of profit sharing contributions under the 401(k) Plan; (e) approximately $8,050, representing the cost of 24 months of life insurance coverage; (f) approximately $30,270, 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) $11,222,072, representing the fair market value attributable to the accelerated vesting of his 328,515 shares of restricted stock, based on the NYSE closing market price per share of $34.16 on December 31, 2014. Upon a “change of control” without the successor entity assuming or otherwise continuing the terms of the LTIP, Mr. Delpani 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 aggregate amount as of December 31, 2014 of $2,444,445, consisting of: (i) $777,778, representing 100% of the remaining two-thirds portion of his 2013 Transitional LTIP (based on completion of the 2014 performance period); (ii) $1,000,000, representing 50% of his $2,000,000 2014 Transitional LTIP (based on one year completed of the two-year performance period (2014 and 2015)); and (iii) $666,667, representing one-third of his $2,000,000 2014 LTIP (based on one year completed of the three-year performance period (2014, 2015 and 2016)).

Mr. Pieraccioni

The estimated aggregate total of benefits upon a “change of control” and subsequent termination if Mr. Pieraccioni had been terminated on December 31, 2014 would have been approximately $5,090,316, consisting of the following: (a) $1,200,000, representing two times his $600,000 annual base salary on December 31, 2014; (b) $900,000, representing two times his average 5-year bonus; (c) approximately $15,600, representing the cost of two years of contributions under the Company’s 401(k) Plan; (d) approximately $54,000 in respect of two 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 $30,270, representing the cost of 24 months of group medical and dental insurance coverage; and (j) $2,805,492, representing the fair market value attributable to the accelerated vesting of his 82,128 shares of restricted stock, based on the NYSE closing market price per share of $34.16 on December 31, 2014. 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 as of December 31, 2014 of $500,000, consisting of: (i) $166,666, representing 100% of the initial one-third portion of his $500,000 2014 Transitional LTIP (based on completion of the 2014 performance period); (ii) $166,667, representing 50% of the remaining two-thirds portion of his $500,000 2014 Transitional LTIP (based on one year completed of the two-year performance period (2014 and 2015)); and (iii) $166,667, representing one-third of his $500,000 2014 LTIP (based on one year completed of the three-year performance period (2014, 2015 and 2016)).

Mr. Simon

The estimated aggregate total of benefits upon a “change of control” and subsequent termination if Mr. Simon had been terminated on December 31, 2014 would have been approximately $4,662,492, consisting of the following: (a) $1,200,000, representing two times his $600,000 annual base salary on December 31, 2014; (b) $723,222, representing two times his average 5-year bonus; (c) approximately $15,600, representing two years of contributions under the Company’s 401(k) Plan; (d) approximately $54,000 in respect of two 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) $2,584,716, representing the fair market value attributable to the accelerated vesting of his 75,665 shares of restricted stock, based on the NYSE closing market price per share of $34.16 on December 31, 2014. 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, 2014 of $400,001, consisting of: (i) $66,667, representing 100% of the initial one-third portion of his $200,000 2014 Transitional LTIP

(based on completion of the 2014 performance period); (ii) $166,667, representing 50% of the remaining two-thirds tranche of his $500,000 2014 Transitional LTIP (based on one year completed of the two-year performance period (2014 and 2015)); and (iii) $166,667, representing one-third of his $500,000 2014 LTIP (based on one year completed of the three-year performance period (2014, 2015 and 2016)).

Messrs. Alletto and Elshaw

Messrs. Alletto and Elshaw ceased employment with the Company prior to December 31, 2014, and not following a “change of control.”

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 Named Executive Officers in the last completed fiscal year. The actual payout of such awards requires the satisfaction of certain performance objectives by the Company and the Named Executive Officer and other conditions. For amounts actually paid in respect to 2014, see the “Summary Compensation Table,” above. For additional factors relevant to an understanding of the below tables and the 2014 Incentive Compensation Programs, including funding levels for payouts in respect to 2014 performance, see the “Compensation Discussion and Analysis,” above.

LTIP Awards

The Compensation Committee, at management’s recommendation, approved the award of performance-based LTIPs and annual cash bonuses under the 2014 Incentive Compensation Programs to eligible Named Executive Officers covering the 2014 performance period. Prior to approving such awards, the Compensation Committee approved the structure of the 2014 Incentive Compensation Programs, as well as performance targets applicable to both the Company and the Named Executive Officer. Amounts earned are based upon the Company’s degree of achievement of its respective performance targets for the applicable performance periods and the Named Executive Officer’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 Named Executive Officers achieved their respective performance targets, prior to the Compensation approving the payment of the award amounts.

Estimated Possible Future Payouts Under Non-Equity Incentive Plan Awards

performance targets in 2014 and 2015; and (iii) Mr. Simon was eligible to receive $66,667 of his award in March 2015 based on the degree of the Company’s achievement of its 2014 performance targets and he remains eligible to receive $333,333 of his award in March 2016 based on the average degree of the Company’s achievement of its performance targets in 2014 and 2015. See the “Summary Compensation Table” above for quantification of the LTIP awards paid to each of the Named Executive Officer for the 2014 performance year. Payment to each Named Executive Officer is conditioned on the Named Executive Officer remaining employed with the Company on the payout date, unless provided otherwise in his employment agreement (see “Employment Agreements and Payments Upon Termination and Change of Control”) and achieving during each year of the LTIP award’s performance period at least a target performance rating under the Company’s management review process, subject to management’s assessment of such performance being certified by the Compensation Committee. Pursuant to its terms, the 2014 Transitional LTIP is not funded, and no award is payable, if the Company achieves less than 90% of its applicable Adjusted EBITDA and Free Cash Flow performance targets and less than 96% of its net sales performance targets (represented by the “Threshold” column, above). The 2014 Transitional LTIP is funded at the “Target” level if the Company achieves 100% of its applicable Adjusted EBITDA, Free Cash Flow and net sales performance targets. The 2014 Transitional LTIP is funded at 150% of the “Target” level if the Company’s achieves 110% of its applicable Adjusted EBITDA and Free Cash Flow performance targets and 102% of its applicable net sales performance targets (represented by the “Maximum” column, above). The Company’s corporate performance targets under the 2014 Transitional LTIP for its one-third payout in March 2015 included the following: (1) the Company’s 2014 EBITDA Performance Target, weighted at 50%; (2) the Company’s 2014 Net Sales Performance Target, weighted at 25%; and (3) the Company’s 2014 Free Cash Flow Performance Target, weighted at 25%, in each case as adjusted to account for the 2014 Unusual Items and as calculated after taking into account all incentive compensation accruals. The Company’s corporate performance targets for the remaining two-thirds payout opportunity under the 2014 Transitional LTIP are based upon the average degree of the Company’s achievement of its performance targets in 2014 and 2015 as to: (1) Adjusted EBITDA (which for 2014 includes the 2014 EBITDA Performance Target), weighted at 50%; (2) net sales (which for 2014 includes the 2014 Net Sales Performance Target), weighted at 25%; and (3) Free Cash Flow (which for 2014 includes the 2014 Free Cash Flow Performance Target), weighted at 25%. For additional information about the 2014 Transitional LTIP, see “Compensation Discussion and Analysis — Incentive Compensation: Long-Term Compensation,” above.

Annual Bonus Awards

As noted above, the below amounts do not represent actual amounts paid to executives. See “Summary Compensation Table,” above, for actual amounts earned by the Named Executive Officers in respect to 2014.

Equity Awards

During 2014, the Compensation Committee approved certain one-time grants of restricted shares of the Company’s Class A Common Stock under the Stock Plan to Messrs. Delpani, Pieraccioni and Simon, as described in the table below, as well as other key members of the Company’s senior management leadership team, to provide them with total compensation that is designed to be competitive to the Company’s peer group and with an element of long-term incentive compensation designed to retain those senior executives that the Company believes will effectively lead the execution of its strategy of value creation. Provided the Named Executive Officer remains employed by the Company on each such vesting date, these restricted shares vest in 5 equal installments over 5 years, and in full upon any

“change of control.” Messrs. Delpani and Pieraccioni had their first one-fifth vesting event on March 15, 2015 and Mr. Simon’s vesting events commence on March 15, 2016. The Named Executive Officers are required to retain such shares, even after they vested, so long as they remained employed by the Company.

The grant date fair values stated in the table below reflect the number of shares of restricted stock granted to the Named Executive Officers during 2014 multiplied by the NYSE closing market price of the Company’s Class A Common Stock on the applicable grant dates.

As the Company previously publicly reported on a Form DEF 14C filed with the SEC on July 3, 2014, the holders of a majority of the Company’s Class A Common Stock approved amending the stock plan to extend it for a 7-year renewal term, expiring April 14, 2021, and renaming it as the “Fourth Amended and Restated Revlon, Inc. Stock Plan” (the “Stock Plan”).

Mr. Delpani’s restricted stock grant was previously publicly reported on a Form 4 filed with the SEC on August 8, 2014. One-fifth of the restricted shares granted to Mr. Delpani vested on March 15, 2015 and the remaining restricted shares vest in equal installments on March 15, 2016, March 15, 2017, March 15, 2018 and March 15, 2019, and in full upon any “change of control.”

Mr. Pieraccioni’s restricted stock grant was previously publicly reported on a Form 3 filed with the SEC on February 10, 2015 (following the Company’s designation of Mr. Pieraccioni as an “executive officer” at the Board of Directors’ February 9, 2015 meeting). One-fifth of the restricted shares granted to Mr. Pieraccioni vested on March 15, 2015 and the remaining restricted shares vest in equal installments on March 15, 2016, March 15, 2017, March 15, 2018 and March 15, 2019, and in full upon any “change of control.”

Mr. Simon’s restricted stock grant was previously publicly reported on a Form 3 filed with the SEC on September 30, 2014. All of the restricted shares granted to Mr. Simon vest as to one-fifth of the shares on each of March 15, 2016, March 15, 2017, March 15, 2018, March 15, 2019 and March 15, 2020, and in full upon any “change of control.”

No dividends are payable on unvested restricted stock. As of December 31, 2014, all of the restricted shares listed in the table above were unvested and therefore had no realizable monetary value as of that date. One-fifth of the restricted shares granted to Messrs. Delpani and Pieraccioni vested after December 31, 2014, on March 15, 2015.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth certain information regarding equity awards in the form of the one-time 2014 Restricted Stock Grants held by the Named Executive Officers under the Company’s Stock Plan which had not vested and remained outstanding as of December 31, 2014.

For Mr. Simon, his restricted shares set forth under the “Number of Shares or Units of Stock That Have Not Vested” column vest after December 31, 2014 in five equal installments on March 15, 2016, March 15, 2017, March 15, 2018, March 15, 2019 and March 15, 2020.

For Mr. Alletto, his restricted shares set forth under the “Number of Shares or Units of Stock That Have Not Vested” column vest after December 31, 2014 in two equal installments on October 28, 2015 and October 28, 2016.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth the value of restricted stock held by the Named Executive Officers which vested during 2014, with the value determined by multiplying the number of shares that vested during 2014 by the NYSE closing market price of the Company’s Class A Common Stock on the vesting date. None of the Named Executive Officers hold any stock options, nor has the Company ever granted any stock options to them (other than Mr. Elshaw, all of which had expired no later than 2012).

PENSION BENEFITS

The following table shows, as of December 31, 2014, the number of years of credited service under the plans, and the present value of accumulated benefit and payments during the last fiscal year, with respect to each Named Executive Officer who has a benefit under the Retirement Plan and the Pension Equalization Plan, as described below. Messrs. Delpani, Pieraccioni, Simon and Alletto do not have any pension benefits, as they joined the Company after these plans were frozen effective December 31, 2009.

The Retirement Plan is intended to be a tax qualified defined benefit plan. The Pension Equalization Plan is a non-qualified and unfunded benefit plan. In May 2009, the Company amended the Retirement Plan and the Pension Equalization Plan to cease future benefit accruals under such plans after December 31, 2009. Prior to ceasing these accruals, under the Cash Balance Program of the Retirement Plan and the Pension Equalization Plan, eligible employees received quarterly pay credits to an individual cash balance bookkeeping account equal to 5% of their base salary and bonus (but not any part of bonuses in excess of 50% of base salary) for the previous quarter. Interest credits, which commenced June 30, 2001, were and will continue to be allocated quarterly (based on the yield of the 30-year Treasury bill for November of the preceding calendar year). The “frozen” benefits will be payable at normal retirement age and will be reduced if the employee elects early retirement.

Prior to the cessation of future benefit accruals after December 31, 2009, Mr. Elshaw participated in the Cash Balance Program and he was fully vested in his benefits as of December 31, 2009.

The Employee Retirement Income Security Act of 1974, as amended, places certain maximum limitations under ERISA and the Code upon the annual benefit payable under all qualified plans of an employer to any one individual. In addition, the Code limits the annual amount of compensation that can be considered in determining the level of benefits under qualified plans. As noted above, the Pension Equalization Plan is a non-qualified and unfunded benefit plan that was designed to provide for the payment by the Company of the difference, if any, between the amount of such maximum limitations and the annual benefit that would otherwise be payable under the Retirement Plan but for such limitations, up to a combined $500,000 maximum annual straight life annuity benefit at age 65 under the Retirement Plan and the Pension Equalization Plan. Benefits provided under the Pension Equalization Plan are conditioned on the participant’s compliance with his or her non-competition agreement and on the participant not competing with Products Corporation for one year after termination of employment.

Mr. Elshaw ceased employment with the Company prior to December 31, 2014. Based upon the application of IRS rules and the retirement program’s terms, during 2014 Mr. Elshaw was paid out his “frozen” vested accrued benefit under the Cash Balance Program of the Retirement Plan. Also, during 2014 Mr. Elshaw was paid out his “frozen” vested accrued benefit under the Cash Balance Program of the Pension Equalization Plan.

Messrs. Delpani, Pieraccioni, Simon and Alletto do not participate in Retirement Plan or the Pension Equalization Plan, as they joined the Company after these plans were frozen at the end of 2009.

NON-QUALIFIED DEFERRED COMPENSATION

As previously noted, the Company “froze” its U.S. qualified and non-qualified defined benefit retirement plans (namely, the Retirement Plan and the Pension Equalization Plan) 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) 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 2014, as well as total account balances, inclusive of investment returns, as of December 31, 2014. Mr. Simon became eligible for participation in the Excess Savings Plan in late 2014 and does not have any non-qualified deferred compensation benefits, as his initial contributions were paid in early 2015. Mr. Pieraccioni was not eligible for participation in the Excess Savings Plan until 2015. Mr. Alletto received a distribution of his entire account balance under the Excess Savings Plan during 2015. Mr. Elshaw received a distribution of his entire account balance under the Excess Savings Plan during 2014.

DIRECTOR COMPENSATION

The following Director Compensation table shows all compensation paid by the Company in respect of 2014 to its Directors who served on the Board during 2014.