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

SCHEDULE 14A

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

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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)

REVLON, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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REVLON, INC.
237 PARK AVENUEONE NEW YORK PLAZA
NEW YORK, NY 1001710004

April 24, 201421, 2017

Dear Stockholders:

You areI am pleased to cordially invitedinvite you to attend Revlon, Inc.’s 20142017 Annual Stockholders’ Meeting. The 20142017 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Tuesday, June 10, 2014,Wednesday, May 31, 2017, at Revlon'sRevlon’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. PleaseStatement, which also see the accompanying Notice of Annual Stockholders’ Meeting and Proxy Statement forincludes 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 20142017 Annual Meeting, we recognize that many stockholders may not be able to attend the meeting. WeAccordingly, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”“Internet Notice”) containing instructions on how stockholders can access the proxy materials over the Internet and vote electronically.electronically.

The Internet Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the 2017 Proxy Statement, the 20132016 Annual Report and a form of proxy card. Our proxy materials are being furnished to Revlon, Inc. stockholders on or about April 24, 2014.21, 2017.

Whether or not you plan to attend the 20142017 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 2017 Proxy Statement. This will not restrict your right to attend the 20142017 Annual Meeting and vote your shares in person, if you wish to change your prior vote.

Thank you.

Sincerely yours,

Lorenzo DelpaniFabian Garcia
President and Chief Executive Officer

REVLON, INC.
237 PARK AVENUEONE NEW YORK PLAZA
NEW YORK, NY 1001710004

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

To Revlon, Inc. StockholdersStockholders:

The 20142017 Annual Stockholders’ Meeting of Revlon, Inc., a Delaware corporation (the “Company”“Company”), will be held at 10:00 a.m., Eastern Time, on Tuesday, June 10, 2014,Wednesday, May 31, 2017, at Revlon'sRevlon’s Research Center at 2121 Route 27, Edison, NJ 08818. The following proposals will be voted on at the 20142017 Annual Meeting:

1. the election of the following persons as members of the Company's Board of Directors to serve until the next annual stockholders’ meeting and until such directors' successors are elected and shall have been qualified: Ronald O. Perelman, Alan S. Bernikow, Diana F. Cantor, Lorenzo Delpani, Viet D. Dinh, Meyer Feldberg, David L. Kennedy, Robert K. Kretzman, Ceci Kurzman, Debra L. Lee, Tamara Mellon, Barry F. Schwartz, Kathi P. Seifert and Cristiana Falcone Sorrell;

2. the ratification of the Audit Committee’s selection of KPMG LLP as the Company's independent registered public accounting firm for 2013;

3. the non-binding, advisory “say-on-pay” vote of stockholders on the Company's executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement;

4. to act upon a stockholder proposal, if presented at the 2014 Annual Meeting, that requests the Company to provide an annual report to stockholders disclosing the Company’s policy on animal testing; and

5. the transaction of such other business as may properly come before the 2014 Annual Meeting or at any adjournment of such meeting.

A Proxy Statement describing the matters to be considered at the 20142017 Annual Meeting accompanies this notice. Only stockholders of record of Revlon, Inc. Class Athe Company’s Common Stock at 5:00 p.m., Eastern Time, on April 14, 20147, 2017 are entitled to notice of, and to attend and vote at, the 20142017 Annual Meeting and at any adjournments of such meeting.

For at least 10 days prior to the 20142017 Annual Meeting, a list of stockholders entitled to vote at the 20142017 Annual Meeting will be available for inspection during normal business hours at the offices of the Company'sCompany’s Secretary at 237 Park Avenue, 14thOne New York Plaza, 49^th Floor, New York, NY 10017.10004. Such list also will be available at the 20142017 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials:Materials:

Our Proxy Statement and 20132016 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”“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 20132016 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 20142017 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 20142017 Annual Meeting.

If you plan to attend the 20142017 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 20142017 Annual Meeting, you will need to present valid picture identification, such as a driver'sdriver’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 20142017 Annual Meeting you will also need to present original documents (not copies) to evidence your ownership of shares of the Company’s Common Stock as of the April 7, 2017 record date,

(not copies) to evidence your stock ownership as of the April 14, 2014 record date, such as an original of a legal proxy from your bank or broker or your brokerage account statement demonstrating that you held Revlon, Inc. Class A Common Stocksuch shares in your account on the April 14, 20147, 2017 record date.

For admission to the 20142017 Annual Meeting, you may present an original voting instruction form issued by your bank or broker, demonstrating that you held Revlon, Inc. Class Ashares of the Company’s Common Stock in your account on the April 14, 20147, 2017 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, 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 24, 2014
21, 2017

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained in this Proxy Statement. For more information, you should carefully carefully read and consider the entire Proxy Statement, as well as the Company’s 20132016 Annual Report, before voting on the matters presented in this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

(1) the election of directors;

(2) the ratification of the Audit Committee’s selection of KPMG LLP as the Company's independent registered public accounting firm for 2014;

(3) the non-binding, advisory “say-on-pay” vote of the Company's stockholders on the Company's executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement;

(4) consideration of a stockholder proposal

and such other business as may properly come before the 20142017 Annual Meeting. The approximate date of making these proxy materials available to you is April 24, 2014.21, 2017.

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 2014 Annual Meeting, we are making the proxy materials and our 2013 Annual Report available to our stockholders on the Internet. On or about April 24, 2014, 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 20132016 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 20142017 Proxy Statement, the 20132016 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 10, 2014May 31, 2017 Annual
Stockholders’ Meeting:Meeting:

Our 20142017 Proxy Statement, the Notice of Annual Stockholders’ Meeting and our 20132016 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 9, 2013,May 30, 2017, which is the day before the June 10, 2014May 31, 2017 Annual Meeting. If you vote by the Internet, you do not need to return your proxy card, although you can use it later to change your Internet vote.

Telephone. You may vote by telephone by calling the toll-free number on your proxy card up until 11:59 p.m., Eastern Time, on June 9, 2014May 30, 2017 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, NJNY 11717. You should return your completed proxy card so that Broadridge receives it prior to the closing of the voting polls for the June 10, 2014May 31, 2017 Annual Meeting.

In Person. You may vote your shares in person by attending the 20142017 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 20142017 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 20142017 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 20142017 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. You should instruct your nominee on how to vote your shares. 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'sCompany’s independent registered public accounting firm), which is considered a “routine” matter, andbut not with respect to Proposal No. 1 (the election(Election of directors)Directors), Proposal No. 3 (“say-on-pay”) orand Proposal No. 4 (stockholder proposal)(“say-on-frequency”).

Broker non-votes will be counted towards determining whether or not a quorum is present. With respect to Proposal No. 1 (Election of Directors), Proposal No. 3 (“say-on-pay”) and Proposal No. 4 (“say-on-frequency”), because broker non-votes are not voted affirmatively or negatively, they will have no effect on the approval of either of these proposals.

To attend the 20142017 Annual Meeting, please follow these instructions:

REVLON, INC.

PROXY STATEMENT
Annual Stockholders’ Meeting
Ato be held on June 10, 2014NNUAL STOCKHOLDERS’ MEETING
TO BE HELD ON MAY 31, 2017

from your bank or broker or your brokerage account statement demonstrating that you held shares of Revlon Inc. Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 14, 20147, 2017 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 shares of Revlon Inc. Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 14, 20147, 2017 record date. Copies and “Requests for Admission” will not be accepted.

Record Date; Voting Rights

Only holders of record of shares of the Company'sCompany’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 14, 20147, 2017 (the “Record Date”“Record Date”) will be entitled to notice of and to vote at the 20142017 Annual Meeting or at any adjournments of such meeting. On the Record Date, there

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 20142017 Annual Meeting in the manner described in this paragraph above.

Only holders of record of shares of the Company's Class ARevlon Common Stock on the Record Date will be entitled to notice of and to vote at the 20142017 Annual Meeting or at any adjournments of such meeting. Stockholders will be entitled to vote the number of Class Ashares of Revlon Common Stock held by them on the Record Date.

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 14 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 14 nominees identified in this Proxy Statement to the Board of Directors. Accordingly, MacAndrews & Forbes’ affirmative vote is sufficient, without the concurring vote of the Company'sCompany’s other stockholders, to elect each of the Director nominees at the 20142017 Annual Meeting.

(the “UBS Funds”) for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates (“UBS”) serves as investment advisor, sub-advisor or manager (2005 — present), and for which he serves as Chairman of its Audit Committee.

Ms. Cantor (56) has been a Company Director since June 2013. She is a Partner of Alternative Investment Management, LLC, an independent privately-held investment management firm, a position she has held since January 2010. In addition, Ms. Cantor ismanager. During the co-founder and Managing Director of Hudson James Group LLC, a strategic advisory firm providing consulting services in the public and private sectors. Ms. Cantor also serves as the Chairman of the Board of Trustees of the Virginia Retirement System, for which she is a member of its Audit and Compliance Committee. Ms. Cantor served as a Managing Director of the New York Private Bank & Trust (the wealth management division of Emigrant Bank) from January 2008 through December 2009. From 1996 to January 2008, she served as the Founder and Executive Director of the Virginia College Savings Plan, an independent agency of the Commonwealth of Virginia. Ms. Cantor served from 1990 to 1997 as Vice President of Richmond Resources, Ltd. and from 1985 to 1990 as Vice President of Goldman, Sachs & Co. She previously was an associate at the law firm Kaye Scholer LLP from 1983 to 1985. Ms. Cantor serves as a member of the Company’s Audit Committee. Ms. Cantorpast 5 years, Mr. Bernikow has served on the boards of directors of the following public reporting companiescompanies: Revlon, Inc. (2003 – present); Revlon Consumer Products Corporation (2003 – present); Destination XL Group, Inc. (2003 – March 2017); Mack-Cali Realty Corporation (2004 – present); UBS Funds (2005 – present); and FCB Financial Holdings, Inc. (2010 – present) (which became a publicly-traded company in July 2014).

Kristin Dolan (50) has served since November 2016 as Founder and Chief Executive Officer of 605, as well as Founder and Managing Partner of Dolan Family Ventures. Prior to that, Ms. Dolan held several executive roles at Cablevision Systems Corporation, including as Chief Operating Officer from 2014 until 2016; the President of Optimum Services from 2013 until 2014; Senior Executive Vice President of Product Management and Marketing from 2011 until 2013; and Senior Vice President from 2003 until 2011. Ms. Dolan previously served on the Foundation Board for SUNY Albany and the National Board for Women in Cable & Telecommunications. Ms. Dolan has served on the Board of Directors of the following public reporting company within the last 5 years: Media General, Inc. (2005 — present), for which she also currently serves as Chair of its Audit Committee; Domino’s Pizza, Inc. (2005 — present), for which she also currently serves as Chair of its Audit Committee; The Edelman Financial GroupAMC Networks Inc. (2011 — 2012)– present); The Madison Square Garden Company (2010-present); and UniversalCablevision Systems Corporation (2012 — present)(2010-2016).

Mr. Delpani (45)Fabian Garcia (56) has served as the Company’s and Products Corporation’s President and Chief Executive Officer since November 2013. Mr. DelpaniApril 2016 and has also served as a Directordirector of the Company and Products Corporation since

Ms. Mellon (46)Paul Meister (64) has been a Director of the Company since June 2016 and has served as President of MacAndrews & Forbes since 2014. He is also Co-Founder, and since 2008, Chief Executive Officer, of Liberty Lane Partners, a private investment company with investments in healthcare, technology and distribution-related industries, and Co-Founder and, since 2007, Vice Chair, at Perspecta Trust, a trust company that provides trust and investment services. From 2010 to 2014, Mr. Meister served as Chairman, and from 2011 to 2014 also as Chief Executive Officer, of inVentiv Health, a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries. Until 2007, he was Chairman of the Board of Thermo Fisher Scientific Inc., a provider of products and services to businesses and institutions in the field of science, which was formed by the merger of Fisher Scientific International Inc. and Thermo Electron Corporation in November 2006. Mr. Meister was Vice Chairman of Fisher Scientific International, Inc. from 2001 to 2006 and served as its Chief Financial Officer from 1991 to 2001. Mr. Meister is a member of the Board of Directors of LKQ Corporation, Inc., a leading distributor of vehicle products; Scientific Games Corporation, which provides customized, end-to-end solutions to the gaming industry; Quanterix Corporation, a developer of ground-breaking tools in high definition diagnostics; vTv Therapeutics Inc., a clinical stage biopharmaceutical company focusing on treatments for alzheimers and diabetes; and inVentiv Health. Mr. Meister is Co-Chair of the University of Michigan’s Life Sciences Institute External Advisory Board. During the past 5 years, Mr. Meister has served on the boards of directors of the following public reporting companies: LKQ Corporation (1999 – present); Revlon, Inc. (2016 – present); Scientific Games (2012 – present); Quanterix Corporation (2013 – present); and vTv Therapeutics (2015 – present).

Tamara Mellon (49) has been a Director of the Company since August 2008. Ms. Mellon has served asis the President of TMellon Enterprises LLC since 2011.LLC. In 1996, Ms. Mellon founded, and until November 2011 served in a senior executive capacity with J. Choo Limited (“Jimmy Choo”), a leading manufacturer and international retailer of women'sglamorous, ready-to-wear women’s shoes and accessories based in London, England, including serving most recently serving 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. From 2011 December 2015, Ms. Mellon served as Chief Executive Officer of Tamara Mellon Brand LLC, an affiliate of TMellon Enterprises LLC. In December 2015, Tamara Mellon Brand LLC filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code, while the order closing the related cases was entered into in June 2016. During the past 5 years, Ms. Mellon has served on the board of directors of the following company, which was required to file reports pursuant to the 1934 Act or was a registered investment company under the 1940 Act during her tenure as a director: Revlon, Inc. (2008 – present).

Debra Perelman (43) has been a Director of the Company since June 2015 and has served as Executive Vice President, Strategy and New Business Development, of MacAndrews & Forbes since 2014. Ms. Perelman joined MacAndrews & Forbes in 2004 as Vice President. Prior to joining MacAndrews & Forbes, Ms. Perelman held various positions at the Company in corporate finance and brand marketing. Ms. Perelman also serves as a founding member and Vice Chairman of the Child Mind Institute, an Advisory Board member for the Social Enterprise Program at Columbia Business School, and as a trustee of Directorsthe 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 boards of directors of the following public reporting company within the last 5 years: the Company (2008 —companies: Revlon, Inc. (2015 – present); and Scientific Games (2014 – 2015).

Mr. Schwartz (64)Paul Savas (53) has been a Director of the Company since June 2016 and has served as Executive Vice President and Chief Financial Officer of MacAndrews & Forbes since 2007. Mr. Savas previously served as Director of Corporate Finance, and in various positions of increasing responsibility, at MacAndrews & Forbes since 1994. During the past 5 years, Mr. Savas has served on the boards of directors of the following public reporting companies: Revlon, Inc. (2016 – present); SIGA Technologies (2004 – present); Harland Clarke Holdings Corp. (2006 – present) (which ceased to be a publicly traded company in February 2014); and vTv Therapeutics Inc. (2015 – present).

Barry F. Schwartz (67) has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Vice Chairman of MacAndrews & Forbes Incorporated and various affiliates since December 2015. Mr. Schwartz was Executive Vice Chairman of MacAndrews & Forbes sinceIncorporated and various affiliates from October 2007.2007 to December 2015. Prior to that, Mr. Schwartz served as Senior Vice President of MacAndrews & Forbes from 1989 to 1993 and aswas Executive Vice President and General Counsel of MacAndrews & Forbes Incorporated and various affiliates since 1993 and Senior Vice President of itsMacAndrews & Forbes Incorporated and various affiliates from 19931989 to 2007.1993. 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 and Human Rights First. 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: Scientific Games (2003 — present); Products Corporation (2004 — present); Harland Clarke Holdings Corp. (2005 — 2014); Allied Security (2007 — 2008); the Company (2007 — present); and M & F Worldwide (2008 — 2011).

Ms. Seifert (64) has been a Company Director since January 2006. Ms. Seifert has been President of Katapult, LLC, a business consulting company, since July 2004. Ms. Seifert served as Corporate Executive Vice President — Personal Care of Kimberly-Clark Corporation, a global health and hygiene company, from 1999 until her retirement in June 2004. Ms. Seifert joined Kimberly-Clark in 1978 and, prior to her retirement, served in several senior

executive positions in connection with Kimberly-Clark's domesticis Vice Chairman and international consumer products businesses. Prior to joining Kimberly-Clark, Ms. Seifert held management positions at The Procter & Gamble Company, Beatrice Foods, Inc. and Fort Howard Paper Company. Ms. Seifert serves as a member of the Company's Audit CommitteeBoard of Trustees of The City University of New York. He is Trustee Emeritus and its Compensation Committee. Ms. Seifertformer Chairman of the Board of Trustees at Kenyon College and formerly a member of Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of Directors of the New York City Center, NYU Langone Medical Center, Jazz at Lincoln Center and the Ronald O. Perelman Performing Arts Center at the World Trade Center. During the past 5 years, Mr. Schwartz has served on the Boardsboards of Directorsdirectors of the following public reporting companies withincompanies: Revlon, Inc. (2007 – present); Products Corporation (2004 – present); Scientific Games (2003 – present); and Harland Clarke Holdings Corp. (2005 – 2014).

Jonathan Schwartz (55) has served as the last 5 years: Eli LillyChief Legal and Corporate Affairs Officer of Univision Communications Inc. (“UCI”) since May 2016. Prior to that, Mr. Schwartz served as Executive Vice President, General Counsel & Company (1995 — present)Head of Government Relations and Secretary for UCI from December 2012 until May 2016. Prior to joining UCI, Mr. Schwartz served as Managing Director and General Counsel for JPMorgan’s Investment Banking division from January 2010 until December 2012. Previously, Mr. Schwartz was Executive Vice President and General Counsel at Cablevision Systems Corporation from 2003 until 2009. Mr. Schwartz served as Senior Vice President and Deputy General Counsel of AOL Time Warner Inc. from 2002 until 2003, and as General Counsel of Napster, Inc. from 2001 until 2002. From 1995 to 2001, Mr. Schwartz served in various roles in the Office of the Deputy Attorney General at the U.S. Department of Justice in Washington D.C., including as Principal Associate Deputy Attorney General. Prior to that, Mr. Schwartz served as a federal prosecutor in the U.S. Attorney’s Office for which she also servesthe Southern District of New York and as a law clerk to Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit and to Associate Justice Thurgood Marshall on the U.S. Supreme Court. Mr. Schwartz is a member of its audit committee; Paperweight Development Corp. (2004 — present); Appvion, Inc. (2004 — present);several non-profit boards, including the Company (2006 — present); Lexmark International, Inc. (2006 — present);Stanford Law School Board of Visitors and Supervalu Inc. (2006 — 2013).the University of Pennsylvania Basketball Board.

Ms.Cristiana Falcone Sorrell (40)(43) has beenserved as a Director of the Company Director since March 2014. She currently serves as Senior Adviser to the Chairman at the World Economic Forum, a position she has held since 2009 and as CEO of the JMCMRJ Sorrell Foundation. Ms. Falcone Sorrell formerly served as Principal Consultant for the Office of Outreach and Partnership for the Inter-American Development Bank a position she has held since 2010.from 2010 to 2014. Prior to joining the World Economic Forum in 2004, Ms. Falcone Sorrell held positions at the International Labor Organization from 2002 to 2004 and Shell London Ltd. from 2001 to 2002. Ms. Falcone serves on the board of directors of Internews, the board of advisors for the Friedman School of Nutrition Science and Policy at Tufts University and as a member of the Board of Trustees at the Paley Center for Media. During the past 5 years, Ms. Falcone Sorrell has served on the Boardsboards of Directorsdirectors of the following public reporting companies: Viacom, Inc. (2013 —– present); and the CompanyRevlon, Inc. (2014 —– present).

CORPORATE GOVERNANCE

Board of Directors and its Committees

StandingBoard Size and Committees

The Board currently consists of 14 directors. Following the 2017 Annual Meeting, and assuming all director nominees named in Proposal No. 1 (Election of Directors) are elected, we expect the Board will continue to consist of 14 directors. The Board of Directors currently has the following standing committees: the Audit Committee and the Compensation Committee and the Nominating and Corporate Governance Committee (the “Governance Committee”).Committee. Each of these committees and their functions are described in further detail below. Following the 2015 Annual Meeting, the Board took advantage of the “controlled company” exemption from the requirement to have a nominating and corporate governance committee, and the Board, the Audit Committee and the Compensation Committee each assumed certain functions that were formerly carried out by that committee.

“Controlled CompanyCompany” 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”“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 NYSE'sthe NYSE’s rules, would otherwise be required to be comprised entirely of independent directors).

While The Company currently avails itself of the Company is not requiredNYSE’s “controlled-company” exemption from the requirement to satisfyhave a majority of independent directors and the above-listed NYSErequirement to have a nominating and corporate governance requirements due to its “controlled company” status, thecommittee.

The Board has determined that more than a majority of its current directors (namely, Messrs.the director nominees listed in this Proxy Statement, Alan Bernikow, DinhKristin Dolan, Robert Kretzman, Ceci Kurzman, Tamara Mellon, Jonathan Schwartz and Feldberg and Mses. Cantor,Cristiana Falcone Sorrell Kurzman, Lee, Mellon and Seifert) qualify as independent directors under Section 303A.02 of the NYSE Listed Company Manual (the “NYSE Manual”“NYSE Manual”) and under the Revlon, Inc.’s Board Guidelines for Assessing Director Independence (the “Independence Guidelines”“Independence Guidelines”). The Independence Guidelines are available at www.revloninc.com under the heading Investor Relations - Corporate Governance.

Notwithstanding the Company’sEven though as a “controlled company” exemption,company,” the Company maintainsis not required to have a Compensation Committee (which, under NYSE rules, would otherwise be required to be comprised entirely of independent directors), the Governance Committee and theBoard does maintain a Compensation Committee. The GovernanceCompensation Committee is comprised of Messrs. Feldberg (Chairman), Dinh and Schwartz and Ms. Lee. The Board has determined that Messrs. Feldberg and Dinh and Ms. Lee qualify as independent directors under Section 303A.02 of the NYSE Manual and under the Independence Guidelines.

The Compensation Committee iscurrently comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Seifert.Perelman. The Board has determined that Mr.Messrs. Bernikow Ms. Kurzmanand Kretzman and Ms. SeifertKurzman qualify as independent directors under Section 303A.02 of the NYSE Manual and under the Independence Guidelines. The Board has also determined that all 4 Compensation Committee membersMessrs. Bernikow and Kretzman and Ms. Kurzman qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act, and that Mr. Bernikow and Mses. Kurzman and SeifertPerelman qualify as “outside directors” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”“Code”).

Number of Board and Committee Meetings

During 2013,2016, the Board of Directors held 149 meetings and acted 96 times by unanimous written consent; the Audit Committee held 7 meetings6 meetings; and acted once by unanimous written consent; the Compensation Committee held 6 meetings and acted 4 times by unanimous written consent; and the Governance Committee held 9 meetings. Ms. Mellon attended fewer than 75% of the Board meetings she was scheduled to attend during 2013 due to other business commitments.2016.

Director Attendance at Annual Stockholders'Stockholders’ Meeting

While the Board has not adopted a formal policy regarding directors'directors’ attendance at the Company'sCompany’s annual stockholders'stockholders’ meeting, directors are invited to attend such meeting. One Director attended the Company's 2013Company’s 2016 Annual Stockholders'Stockholders’ Meeting.

Board Leadership Structure

The Company believes that its board leadership structure is appropriate given the Company’s specific circumstances. Notwithstandingstatus as a “controlled company.” Following the fact that2017 Annual Meeting, the Company is a “controlled” company, more than a majorityBoard will continue to maintain its Audit Committee and Compensation Committee, each operating under their respective written charters, to assist the Board in its oversight functions. The Audit Committee will continue to be comprised entirely of the Company's Directors are independent directors as required under applicable SEC rules and NYSE rules and the Independence Guidelines.listing standards.

The Board has established audit, governance and compensation committees, each operating under written charters, to assist the Board in its oversight functions, and in each case those committees are comprised of at least a majority of independent Directors. The Board's Audit Committee is comprised entirely of independent directors and 3 of the 4 members of each of the Compensation Committee and the Governance Committee qualify as independent directors.

The qualifications and experience of nominees for board service and committee membership areelection to the Board were reviewed annually by the Governance Committee. Nominees for board membership are then recommended byBoard and such committee for appointmentnominees were approved by the Board. Respective committee chairmen lead each committee. Board, subject to stockholder approval at the 2017 Annual Meeting. Following the 2017 Annual Meeting, the Board, after having reviewed and considered the directors’ qualifications and experience, will appoint the members of its Audit Committee and Compensation Committee.

The Company has not established a “lead director” role. At Board and committee meetings, the Chairman of the Board and the Chairman of each suchboard 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'sCompany’s Board since June 19981998; and Mr. DelpaniGarcia has held the positions of President and Chief Executive Officer of the Company since November 2013 (during 2013,April 2016. Mr. Alan EnnisDelpani held the positions of President and Chief Executive Officer of the Company from November 2013 until October 2013)March 1, 2016 (with his employment ceasing on March 31, 2016). The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer provides leadership in respect toof the day-to-day management and operation of the Company'sCompany’s business.

The Board and each of its committees conduct annual self-assessments to review and monitor their respective continued effectiveness. As reflectedThe Board has determined that in light of its self-assessment discussions,status as a “controlled company,” the size, composition and structure (including committee structure) are appropriate for the Board believes that it continuesto continue to function effectively and efficiently. As part of its 2013 self-assessment exercise, the Board determined, among other things, that its size, composition and structure were appropriate. The Company believes that its separation of the Chairman and Chief Executive Officer positions and its overall board leadership structure are appropriate.

Set forth belowBelow is a summary of the respective nominees’ experience, qualifications and background (including public company board experience). SuchThe Board is of the view such experience supports their respective qualifications to continue to serve on the Company'sCompany’s Board of Directors. Without limiting the foregoing—

for the Inter-American Development Bank) and marketing (including serving in positions at Shell London Ltd.), her public company board experience (including at Viacom, Inc.), and her familiarity with the Company, as well as her prior service as a Company Director, qualify her to continue to serve on the Company’s Board.

Director Nominating Processes; Diversity

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

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

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

Stockholder Process for Submitting Director Nominees

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

Recommendations for director candidates are accepted throughout the year by the Board. In order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual stockholders’ meeting, the recommendation must be received by the Company, as set forth above, not less than 120 days prior to the anniversary date of the date of the Company’s most recent annual proxy statement. For director recommendations to be considered in connection with the Company’s 2017 Annual Meeting, this submission date was December 30, 2016. No such recommendations were received from stockholders in connection with the 2017 Annual Meeting. To have a candidate considered for nomination (subject to requests for further information as may be determined by the Board), a stockholder must initially provide the following information:

Stockholder-Director Communications

The Board has established a process to receive communications from stockholders and other interested parties. Any stockholder or other interested party desiring to communicate with the Board or individual directors (including, without limitation, the non-management directors) regarding the Company may contact either the Board or such

director by sending such communication to the attention of the Board or such director, in each case in care of the Company’s Secretary, who is responsible to ensure that all such communications are promptly provided to the Board or such director. Any such communication may be sent by: (i) emailing it to Michael T. Sheehan, Senior Vice President, Deputy General Counsel and Secretary, at michael.sheehan@revlon.com; or (ii) mailing it to Revlon, Inc., One New York Plaza, 49^th Floor, New York, NY 10004, attention: Michael T. Sheehan. Communications that consist of stockholder proposals must instead follow the procedures set forth under “General Rules Applicable to Stockholder Proposals” in this Proxy Statement, below, and, in the case of recommendations of director candidates, “Stockholder Process for Submitting Director Nominees,” in this Proxy Statement.

Non-Management Executive Sessions

The Company’s Corporate Governance Guidelines provide that the Board will regularly meet in executive session without any member of the Company’s management being present and that the Company’s independent directors will also meet in at least one non-management executive session per year attended only by independent directors. A non-management director will preside over each non-management executive session of the Board, and an independent director will preside over each independent director executive session of the Board, although the same director is not required to preside at all such non-management or independent director executive sessions. The presiding director at such non-management and independent director executive sessions of the Board is determined in accordance with the applicable provisions of the Company’s By-laws, such that the Chairman of the Board of Directors or, in his absence (as is the case with independent executive sessions), a director chosen by a majority of the directors present will preside at such meetings. During 2016, the Board of Directors met in at least one executive session attended by only independent directors (all of whom constituted non-management directors).

Audit Committee

Composition of the Audit Committee

The Audit Committee is comprised of Messrs. Bernikow (Chairman) and Feldberg and Mses. Cantor and Seifert,Ms. Kurzman, each of whom the Board of Directors has determined satisfies the NYSE'sNYSE’s and the SEC'sSEC’s audit committee independence and financial experience requirements. Each of these directors served as a member of the Audit Committee during all of 20132016 (other than Ms. Cantor,Kurzman, who was appointed to the Audit Committee in June 2013)November 2016 following Mr. Dinh’s decision to step down from the Audit Committee when his law firm was acquired by Kirkland & Ellis LLP) and each of these directors remained a member of the Audit Committee as of the date of this Proxy Statement. Following the 2017 Annual Meeting, the Board, after having reviewed and considered the directors’ qualifications and experience, will appoint the members of its Audit Committee.

The Company has determined that each of Mr. Bernikow and Ms. Cantor qualifies as an “audit committee financial expert,”expert” under applicable SEC rules.rules and the NYSE listing standards. In accordance with applicable NYSE listing standards, the Company'sCompany’s Board of Directors has considered Mr. Bernikow'sBernikow’s simultaneous service on the audit committees of more than three public companies, namely the audit committees of the Company, Casual Male, 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'sCompany’s Audit Committee, as,because, 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,things: the integrity of the Company'sCompany’s financial statements and disclosures; the Company'sCompany’s compliance with legal and regulatory requirements; the appointment, compensation,

retention and oversight of the Company'sCompany’s independent auditors, as well as their qualifications, independence and performance; enterprise risk assessment and the Company’s risk management guidelines, processes and policies; the performance of the Company'sCompany’s internal audit functions.functions; and the Revlon, Inc. Related Party Transaction Policy. The Audit Committee is also responsible for preparing the annual Audit Committee Report, which is required under SEC rules to be included in this Proxy Statement (see “Audit Committee Report,” below). The Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by the Company’s independent auditor. See “Annex B – Revlon, Inc. 2017 Audit committee pre-approval policy.”

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee is comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Seifert.Perelman. Each of these directors served as a member of the Compensation Committee during all of 2013 (other than Mr. Kretzman, who was appointed to the Compensation Committee in October 2013, and Ms. Kurzman, who was appointed to the Compensation Committee in June 2013)2016 and each of these directors remained a member of the Compensation Committee as of the date of this Proxy Statement. With 3 of the 4 members of the Compensation Committee qualifying as independent directors, the Company takes advantage of the controlled company exemption under NYSE listing standards with respect to the composition of its Compensation Committee, which standards do not require the Company to maintain a Compensation Committee comprised entirely of independent directors.

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'sCommittee’s Responsibilities

Pursuant to its charter, the Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Company'sCompany’s Chief Executive Officer (the “CEO”“CEO”) and other Named Executive Officers (“NEOs”), evaluates the CEO'sCEO’s and the other NEOs’ performance in light of those goals and objectives, together with the Governance Committee, and determines, either as a committee or together with the Board of Directors, the CEO'sCEO’s and other NEOs’ compensation level based on such evaluation.evaluations. The Compensation Committee also reviews and approves compensation and incentive arrangements for certain of the Company's executive officersCompany’s senior management 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 ThirdFourth Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”“Stock Plan”) and the Revlon Amended and Restated Executive Incentive Compensation Plan (the “Incentive “Incentive Compensation Plan”Plan”) and oversees the administration of such plans. While the Company did not implement any equity award program for 2013, during 2013,During 2016, the Compensation Committee approved a one-time grantcertain grants of restricted stock under the Stock Plan to Mr. Lawrence Alletto,designated members of its senior management team, which grants were designed to provide their recipients with a strong retention incentive and a significant stake in Revlon’s long-term success, while aligning the interests of management with shareholder interests. For more information on these grants of restricted stock, see “Grants of Plan-Based Awards - Equity Awards,” below. The Compensation Committee is also responsible for planning, to the extent practicable, for the succession of the Company’s newly-hired Executive Vice President, Chief Financial Officer and Chief Administrative Officer, as an inducementCEO, which may include discussing with the CEO a succession plan for Mr. Alletto to joinkey senior officers of the Company as its new Executive Vice President, Chief Financial Officerwith an assessment of senior managers and Chief Administrative Officer.their potential to succeed the CEO and other senior management positions.

The Compensation Committee is also responsible for reviewing and discussing with the Company'sCompany’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 reportCompany’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 onCompany’s Form 10-K or in the annual proxy statement. The Compensation Committee also considers whether there exist any potential conflicts of interest with its independent outside compensation advisor,consultant, and has determined that there were none.

Compensation Committee'sCommittee’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'sCompany’s employees, other than its Chief Executive OfficerCEO and certain other officers who constitute “covered employees” as defined in Treasury Regulation §1.162-27(c)(2) (“Section 162(m) Officers”Officers”). Section 157(c) of the Delaware General Corporation Law (the “DGCL”“DGCL”) provides that the Company'sCompany’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 2013.2016.

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

For a discussion of the role of the Company'sCompany’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 advisor,consultant, see “—Compensation“Compensation Discussion and Analysis —- Role of the Compensation Committee.”

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. The non-management directors' and independent directors' meeting may be a single combined meeting, if the non-management directors are comprised entirely of 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 executive session of the Board, although the same director is not required to preside at all such non-management or independent executive sessions. The presiding director at such non-management and independent 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 2013.

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'sCompany’s senior management is responsible for identifying and managing riskspotential risk to the Company'sCompany’s business and the Board'sBoard’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'sCompany’s guidelines, policies and processes with respect to enterprise risk assessment and risk management. As part of the Company'sCompany’s enterprise risk management function,process, senior management identifies internal and external risk factors monitors identified risks and takes appropriate action to monitor and mitigate such identifiedthose risks. Specifically, the Company's internal audit group, with input fromCompany’s Internal Audit and Compliance Departments are leading the Company's senior management, leads aCompany’s comprehensive enterprise risk assessment annually using an established risk management framework. This process, identifieswith input and characterizescollaboration from senior leaders across the Company, to identify and characterize potential risks based on the possible impact to the Company'sCompany’s business, andas well as the likelihood of occurrence. The Company'sCompany management puts in placecontinues to identify and implement appropriate plansmechanisms that are designed to mitigate existing and emerging risks identified through this process. The Company’s Internal Audit Department considers the risks identified. Theoutcomes of the enterprise risk assessment is also taken into account in the formulation of theits annual internal audit plan, forwhich it reviews with the ensuing year.Audit Committee. The Audit Committee periodically reviews and discusses the Company'sCompany’s enterprise risk assessment and risk management guidelines, policies and processes at least annually.with the Company’s Internal Audit and Compliance Departments. Further, the Board reviews the Company’s business plan and receives regular business and financial updates, including progress against the Company'sCompany’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'sCompany’s management of those risks.

COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion and analysis of all material elements of the Company'sCompany’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.2016 (the “2016 NEOs”), which include:

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

The Company's philosophy is to providefocuses on providing its NEOs with compensation programs that are reasonably designed to satisfy the following principal objectives:

Applying the above-described compensation philosophy to the NEOs’ 2016 total compensation at target against the 2016 Proxy Peer Group at target resulted in: (i) Mr. Garcia being slightly above the 75^th percentile; (ii) Mr. Figuereo being between the 50^th and the 75^th percentiles; and (iii) Mr. Pieraccioni being at the 75^th percentile.

Each Element2014 “Say-on-Pay” Vote Results

Approximately 99% of stockholders approved the Company’s most recent “say-on-pay” proposal at the Company’s 2014 annual stockholders’ meeting. At the Company’s June 2011 annual stockholders’ meeting, approximately 99% of stockholders approved holding the “say-on-pay” non-binding advisory vote once every 3 years, which has been the Company’s practice. While these “say-on-pay” votes are held on an advisory, non-binding basis (in accordance with SEC regulations), the Compensation and WhyCommittee believes that the Company Chooses to Pay It

In order to achieve the objectives discussed above, the Company maintains a competitive compensation program which consists principallynear unanimity of the following three main components:prior stockholder votes represent an endorsement that the Company’s compensation programs, processes and practices are appropriate for the Company. In evaluating its NEO compensation programs, the Compensation Committee has considered the strong stockholder support demonstrated by the results of its past say-on-pay votes and has not made any significant changes to our NEO compensation programs in response to such votes.

Role of the Compensation Committee

The Compensation Committee reviews key components of each NEO’s total compensation, which enables the Compensation Committee to make informed compensation decisions. Among other things, the Compensation Committee reviews and approves: (i) base salary;

compensation for the Company’s NEOs; (ii) eligibility for performance-based,the structure of the Company’s annual cash bonusesbonus programs under the Incentive Compensation Plan, which are contingent uponincluding approving annual performance-based objectives for the Compensation Committee determiningNEOs and the organization as a whole and certifying management’s assessment of the extent to which the Company achieved itsapplicable performance targets have been achieved; (iii) the structure of the Company’s LTIPs under the Incentive Compensation Plan, including approving performance-based objectives, target grants of LTIP awards for the NEOs and certifying management’s assessment of the extent to which the applicable performance targets have been achieved; and (iv) grants of equity-based awards under the Stock Plan.

The Compensation Committee, based upon management’s recommendation and with input from CAP: (i) reviews and approves corporate and individual performance objectives relevant to the compensation of the Company’s CEO and the other NEOs; (ii) evaluates the CEO’s and the other NEOs’ performance in respect of those corporate and individual performance objectives, which evaluations may be done in conjunction with the Board; and (iii) reviews and approves the CEO’s and the other NEOs’ total compensation level based on that evaluation process. At the beginning of each fiscal year, the CEO works with the NEOs and other senior executives to develop function-specific annual performance objectives and the CEO recommends those objectives to the Compensation Committee for its consideration and approval. After the fiscal year is over, the CEO reviews the NEOs’ and other senior executives’ self-assessments against their respective performance objectives, including an assessment of the Company’s executives’ achieving a satisfactory levelactual financial results for the year and he prepares his own self-assessment for consideration by the Compensation Committee. The CEO recommends the annual performance ratings for himself and the other NEOs to the Compensation Committee for certification and consideration in determining the actual payout of annual performance. Underincentive compensation.

Working with CAP, and in consultation with the 2013 Annual Bonus Program, participants could receive between 25%CEO, CFO and 150%other senior management, the Company’s Human Resources Department recommends to the Compensation Committee: (i) the structure of their target award to enable comparatively higher-performing employees to be appropriately rewarded, provided that the aggregateCompany’s annual bonus payout was withinprograms under the overall incentive compensation budget; and

(iii) eligibility forIncentive Compensation Plan; (ii) the structure of the Company’s LTIP awards under the Incentive Compensation Plan, which are also contingent uponPlan; and (iii) the structure of the Company’s Restricted Stock Grants to the NEOs under the Stock Plan.

As part of the Company’s processes and procedures for determining the amount and form of executive officer and director compensation, the Compensation Committee determiningrelies in part upon informed proposals and information provided by management, as well as market data, analysis and guidance provided by CAP. During 2016, the extent to which the Company achieved its performance objectives and the Company’s executives’ achieving a satisfactory level of annual performance (in this Proxy Statement, “total compensation” refers to base salary, annual cash bonus and LTIP awards, unless otherwise noted).

Prior to 2009, the Company's long-term incentive compensation consisted of annual equity grants under the Company's Stock Plan. As of December 31, 2013, none of the Named Executive Officers held any outstanding stock options or restricted shares, other than a one-time restricted stock award granted during 2013 to Mr. Alletto as an inducement for him to join the Company as its new Executive Vice President, Chief Financial Officer and Chief Administrative Officer.

With the elimination of annual equity grant programs as a form of long-term compensation, since 2010 the Company has granted LTIP awards under its Incentive Compensation Plan to enable the Company to maintain total compensation at competitive levels. For 2013, the Company’s Compensation Committee approved a modified LTIPconsulted with and/or considered advice provided by CAP with respect to: (1) designing the structure and design, replacing the LTIP’s former one-year performance period that paid out in cash installments ratably over three years, with a multi-year performance period that provided for a single installment cash payout after the multi-year performance period.

With this new structure, under the 2013 LTIP there would be a single cash payment opportunity in March 2016 based on the extent of achieving targets that took into account certain results for the relevant multi-year performance period ending December 31, 2015. In order to provide eligible LTIP grantees with comparable LTIP payout opportunities during 2014 and 2015 as the LTIP structure transitioned from a one-year performance period to a multi-year performance period, the Company implemented the Transitional LTIP in 2013. Under the Transitional LTIP, one-third of target award amounts based on 2013 performance was paid in March 2014, while the remaining two-thirds of target award amounts based on relevant results for the relevant performance period are payable in March 2015. As noted above, in lightcomponents of the Company’s closing of its acquisition of The Colomer Group in October 2013,2016 Incentive Compensation Programs; (2) benchmarking the appointment of a new senior leadership team and the preparation and implementation of the Company’s new value-creation business strategy, each of which occurred after the adoption of the Company’s 2013 LTIP and Transitional LTIP, the Compensation Committee amended (i) the 2013 LTIP awards to provide for a payment opportunity in March 2016 in an amount equal to the remaining full target award amounts based on the average degree of achievement of the Company’s 2014 and 2015 performance targets, and (ii) the Transitional LTIP awards to provide for a payment opportunity in March 2015 in an amount equal to the remaining two-thirds of target award amounts based on the Company’s degree of achievement of its 2014 performance targets.

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 business plan.total

target compensation for the Company’s 2016 NEOs in connection with determining incentive compensation payouts as well as in structuring the 2016 Incentive Compensation Programs; (3) enhancing the Company’s compensation philosophy for its NEOs; (4) developing the 2016 Proxy Peer Group; (5) developing the objectives against which the 2016 NEOs’ performance was assessed; (6) reviewing and approving new employment agreements in connection with the 2016 hirings of Messrs. Garcia and Figuereo (including related incentive compensation programs), the consulting agreement for Mr. Beattie in connection with his appointment as non-executive Vice Chairman of the Board following the Elizabeth Arden acquisition and separation agreements for Messrs. Delpani and Simon; (7) reviewing and approving the Amended and Restated Revlon Executive Incentive Compensation Plan; and (8) reviewing and approving the change to the methodology for calculating the 2016 NWCR Performance Target for the Company’s 2016 Annual Bonus Programs.

During 2016, CAP provided only compensation advice to the Compensation Committee (or to the Company’s Human Resources Department in respect to compensation survey data analysis and other executive compensation matters) and did not perform any other services for the Company or the Compensation Committee, such as benefits administration, human resources consulting or actuarial services. The Compensation Committee last approved CAP’s engagement in October 2009, and CAP reports directly to the Compensation Committee. Since then, the Compensation Committee has annually reviewed CAP’s engagement, including discussing whether CAP or CAP’s compensation advisor to the Compensation Committee has any conflicts of interest. In each case the Compensation Committee determined that CAP and CAP’s compensation advisor did not have any conflicts of interest, considering, among other things: (i) CAP’s provision of other services to the Company; (ii) the amount of fees received by CAP from the Company, as a percentage of CAP’s total revenue; (iii) CAP’s policies and procedures designed to prevent conflicts of interest; (iv) any business or personal relationship (1) between CAP’s compensation advisor and any member of the Company’s Compensation Committee; and (2) between CAP or CAP’s compensation advisor and any of the Company’s executive officers; and (v) any Company stock owned by CAP’s compensation advisor, none of which raised any concern. The Compensation Committee’s Chairman also reviews and approves all invoices from CAP prior to payment.

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. 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 2013, 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 2013 consisted of the companies listed on Annex A.

Total Compensation

For 2013, the Named Executive Officers' total compensation, compared against the 50^th and the 75^th percentiles of total compensation in the relevant Comparison Group, was as follows: (i) Mr. Delpani was below both the 50^th and the 75^th percentiles; (ii) Mr. Alletto was above the 50^th percentile and below the 75^th percentile; (iii) Mr. Elshaw was below both the 50^th and the 75^th percentiles; (iv) Mr. Kretzman was above both the 50^th and the 75^th percentiles; (v) Mr. Ennis was below both the 50^th and the 75^th percentiles; and (vi) Mr. Berns was below both the 50^th and the 75^th percentiles. Given Mr. Kennedy’s unique roles at the Company during 2013, when he served as executive Vice Chairman and, for approximately one month, as interim Chief Executive Officer, there is very limited comparable data for 2013 and thus meaningful benchmarking is not available.

Base Salary

Base salary adjustments are considered annually and may be based on individual performance, 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, provided that the overall increases are within budgeted guidelines.

Incentive Compensation; Generally

Each year,regular process, the Compensation Committee reviewsconfers with management and establisheswith CAP, and confers separately with CAP, without management present. The Compensation Committee also confers in executive session without management or CAP present.

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

2016 Incentive Compensation Programs: Design

To achieve the objectives of the Company’s compensation philosophy, the Company maintains the following principal elements of compensation for the 2016 NEOs (the structure, targets, for itspayout slopes and amounts of incentive compensation programsawards may change from year to year):

Approximately 900 employees, including the 2016 NEOs, were eligible to participate in the 2016 Annual Bonus Program under the Incentive Compensation Plan (other than Mr. Garcia, who was covered under the 2016 CEO Annual Bonus Program described below). For more information on the target amount of the annual bonus awards that are linked directlywere granted to the extent to which2016 NEOs in respect of 2016, see the Company achieves its business plan. These corporate performance targets are intended to have the effect of fostering shareholder value creation and ensuring that the program design appropriately motivates executives to achieve the Company's financial and operational performance goals, while being challenging to attain. As noted above, thetable under “GRANTS OF PLAN-BASED AWARDS - Non-Equity Awards.” The key components of the Company's 2013 Incentive Compensation Programs consisted of (1) the 2013 Annual Bonus Program; (2) the 2013 LTIP; and (3) the Transitional LTIP.

The March 2014 payouts under the 20132016 Annual Bonus Program and the Transitional LTIP were based upon the Compensation Committee’s certification of the extent to which the Company achieved its 2013 performance targets under such programs.2016 CEO Annual Bonus Program included:

The Company's President and Chief Executive Officer; Executive Vice President, Chief Financial Officer and Chief 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 outside compensation advisor. These objectives are established by the Compensation Committee at the start of the performance period based on the Company’s future business plans and the Compensation Committee then reviews them after the end of the designated performance period to assess and certify the extent to which they have been achieved.

In February 2013, the Compensation Committee approved and adopted performance-based incentive compensation factors for certain executives (the “2013 Performance Factors”), under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). The 2013 Performance Factors included both quantitative financial measures and strategic and operational objectives linked directly to the extent to which the Company achieved its business strategy. These objectives are used primarily to measure the degree of the executives’ annual performance in connection with determining annual bonus payments.

During 2013, someachievement of the Company’s executive officers for whom 2013following corporate performance targets: (1) a 2016 Adjusted EBITDA¹ target of $372.7 million, weighted at 50% (the “2016 Adjusted EBITDA Performance Factors were adopted under Section 162(m) ceased employmentTarget”); (2) a 2016 net sales target of $2,013.0 million, weighted at 25% (the “2016 Net Sales Performance Target”); and (3) a 2016 Net Working Capital Ratio² (“NWCR”) target of 13.4%, weighted at 25% (the “2016 NWCR Performance Target” and, together with the Company prior to year end, namely:

Mr. Kretzman served as a Named Executive Officer during all of 2013 until his retirement on December 31, 2013, following a 25-year career with the Company. Mr. Kretzman remained eligible for incentive compensation based on 2013 performance pursuant to his employment agreement and Compensation Committee approval. Mr. Elshaw, the Company’s former Executive Vice President and Chief Operating Officer, ceased employment with the Company after December 31, 2013 and prior to the date of this Proxy Statement. Mr. Elshaw remained eligible for incentive compensation based on 2013 performance pursuant to his employment agreement and Compensation Committee approval.

The following executive officers joined the Company during the fourth quarter of 2013:

attain. In March 2014,each case, the Compensation Committee considered certain Named Executive Officers’ 2013 performance, and/or certain respective employment agreements and/or separation agreements, asCommittee’s certification of the 2016 Annual Bonus Corporate Performance Targets took into account the 2016 Excluded Items (as defined in the footnote below) and, in the case may be, for Messrs. Delpani, Alletto, Ennisof the 2016 Adjusted EBITDA Performance Target and Elshaw, including reviewing and analyzing detailed and comprehensive documentary support for certain Named Executive Officer's accomplishments, including, for Mr. Kretzman, achievement against his 2013the 2016 NWCR Performance Factors (andTarget, were measured after taking into account the 2013 Unusual Items).

Messrs. Ennis, Kennedy and Elshaw received certainall incentive compensation pursuant to the terms of their separation or retirement arrangements. Mr. Berns did not receive any incentive compensation as a result of his departure from the Company in July 2013.

Below is a summary of the 2013 Performance Factors that applied for, and formed the basis for considering the performance of, Mr. Kretzman for 2013:

Mr. Kretzman – Retired Executive Vice President and Chief Administrative Officer:

In March 2016, the Compensation Committee approved the 2016 Annual Bonus Programs Corporate Performance Targets, which were quantitative financial objectives intended to satisfy the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Section 162(m) Performance Factors”). As noted above, in July 2016, at management’s recommendation, the Compensation Committee approved a change to the methodology for calculating the 2016 NWCR Performance Target. For each 2016 NEO (including for Mr. Garcia), the Compensation Committee also approved individual strategic and operational objectives linked directly to the extent to which an employee achieved such employee’s individual performancethe NEO was expected to contribute towards the Company’s achievement of its business strategy (the “2016 Individual Strategic Objectives” and together with the 2016 Annual Bonus Programs Corporate Performance Targets, the “2016 Individual Annual Bonus Performance Factors”). The 2016 Individual Strategic Objectives were approved in July 2016 to enable Mr. Garcia, who took over as the Company’s CEO in April 2016, time to assess the Company’s business objectives which are designed to be linked directly to executing the Company's business plan.

As approved byand functional priorities for his direct reports. In February 2017, the Compensation Committee used the 2016 Individual Annual Bonus Performance Factors to assess and certify management’s assessment of the extent to which each 2016 NEO achieved a certain performance rating under the 2013Company’s annual management review process. These individual ratings were used to determine the extent to which each 2016 NEO was eligible to receive a payout ranging from 80% to 120% of the adjusted target bonus award, in accordance with the terms of the applicable 2016 Annual Bonus Program, management (or, in the case of the Named Executive Officers, the Compensation Committee) had discretion to award between 25% andPrograms.

150% of target bonuses to enable comparatively higher-performing employees to be appropriately rewarded, provided that the aggregate bonus payout was within the overall incentive compensation budget.

Per the terms of their respective employment agreements, generally, each of Messrs. Delpani, Ennis and Kennedy was eligible for a target bonus of 100% of his respective base salary, and each of Messrs. Alletto, Berns, Elshaw and Kretzman was eligible for a target bonus of 75% of his respective base salary. Notwithstanding the foregoing, for 2013, pursuant to their respective employment agreements, Mr. Delpani was entitled to a minimum bonus of $637,000 and Mr. Alletto was entitled to a minimum bonus of $573,350. Pursuant to his employment agreement, Mr. Ennis’ target award opportunity was pro-rated through his October 1, 2013 termination date. Mr. Berns was ineligible for 2013 incentive compensation based on his ceasing employment with the Company in July 2013.

The Compensation Committee, applying the terms of the 2013 Annual Bonus Program and taking into account the 2013 Unusual Items, determined to fund such program at 90%. Also, based upon its determination of the extent to which the Named Executive Officers achieved their respective performance objectives and, where applicable, the terms of their employment agreements or separation agreements, as the case may be, and taking into account, for Mr. Kennedy, his service as interim Chief Executive Officer following Mr. Ennis’ cessation of employment in that role and prior to Mr. Delpani’s assumption of such role and Mr. Kennedy’s oversight of the Company’s negotiation and closing of its acquisition of The Colomer Group, among other factors, and for Mr. Kretzman, his leadership of the Company’s negotiation and closing of its acquisition of The Colomer Group and the recruitment, hiring and transition of its new Chief Financial Officer and Chief Administrative Officer and its new General Counsel, among other factors, the Compensation Committee awarded Messrs. Delpani and Alletto 100% of their respective 2013 guaranteed minimum bonuses to which they were entitled under their employment agreements; Mr. Ennis 100% of his 2013 adjusted target bonus, pro-rated through his October 1, 2013 termination date; Mr. Kennedy 111% of his 2013 adjusted target bonus (and without pro-ration for his November 18, 2013 retirement date); Mr. Elshaw 25% of his 2013 adjusted target bonus; and Mr. Kretzman 111% of his 2013 adjusted target bonus.

The Summary Compensation Table below reflects the annual bonus award amounts that were earned by the Named Executive Officers under the 2013 Annual Bonus Program.

Incentive Compensation; Long-Term Compensation

The third principal component of total compensation for the Company's key employees is LTIP awards. Prior to 2009, the Company's long-term incentive compensation consisted of annual equity grants under the Company's Stock Plan. As of December 31, 2013, none of the Named Executive Officers held any outstanding stock options or restricted shares, other than a one-time restricted stock award granted during 2013 to Mr. Alletto as an inducement for him to join the Company as its new Executive Vice President, Chief Financial Officer and Chief Administrative Officer.

With the elimination of annual equity grant programs as a form of long-term compensation, since 2010 the Company has granted LTIP awards under its Incentive Compensation Plan to enable the Company to maintain total compensation at competitive levels. For 2013, the Company’s Compensation Committee approved a modified LTIP structure and design, replacing the LTIP’s former one-year performance period that paid out in cash installments ratably over three years, with a multi-year performance period that provided for a single installment cash payout after the multi-year performance period.

Transitional LTIP and 2013 LTIP awards were each structured as flat dollar amounts, tiered to levels of responsibility within the organization. These awards were approved by the Compensation Committee during 2013. Approximately 60 senior employees, including the Named Executive Officers, were eligible to participate in the 2013 LTIP and the Transitional LTIP. Each of Messrs. Delpani, Alletto, Kennedy, Ennis, Kretzman and Elshaw was entitled to some form of LTIP compensation in respect to 2013 performance.

Payouts under the 2013 LTIP will be made in March 2016 and payouts under the Transitional LTIP will be made in March 2015, in each case based upon the extent to which the Company achieves its designated performance targets for the relevant performance period.

The Company’s corporate performance targets under the 2013 LTIP are based upon average achievement of 2014 and 2015 performance as to: (1) Adjusted EBITDA, weighted at 50%; (2) Free Cash Flow, weighted at 25%; and (3) Net Sales weighted at 25%. The Company’s corporate performance targets under the Transitional LTIP for its one-third payout in March 2014 included the following: (1) the 2013 EBITDA Performance Target, weighted at

50%; (2)Committee certifies the 2013 Free Cash Flowextent to which the 2016 CEO LTIP Corporate Performance Target weightedis achieved, which is used to determine the annual funding level and payout attributable to and accrued for that performance year. Target level achievement (i.e., 100%) of the annual 2016 CEO LTIP Corporate Performance Target would result in the CEO being eligible to accrue an annual amount of $3 million (with 2016 being pro-rated at 25%$2.25 million); with 150% achievement of the 2016 CEO LTIP Corporate Performance Target resulting in a $4.5 million annual accrual (pro-rated for 2016); 267% achievement of the 2016 CEO LTIP Corporate Performance Target resulting in a $8.33 million annual accrual (pro-rated for 2016); and (3)333% achievement of the 2013 Net Sales2016 CEO LTIP Corporate Performance Target weighted at 25%resulting in a maximum $10 million annual accrual (pro-rated for 2016), as adjusted to account for the 2013 Unusual Items. The Company’s corporate performance targets for the remaining two-thirds payout opportunity under the Transitional LTIP are based upon 2014 performance as to: (1) Adjusted EBITDA, weighted at 50%; (2) Free Cash Flow, weighted at 25%; and (3) Net Sales, weighted at 25%. Inin each case performance targets are measured after all incentive compensation accruals.

By conditioning payments over a multi-year performance period, the 2013 LTIP’s structure and designwith intermediate payouts linearly interpolated. The 2016 CEO LTIP award is intendedeligible to motivate key employees to focus on the Company’s long-term business goals, provide more effective retention incentives, better align the Company’s LTIP with more customary long-term incentive programs and better distinguish the Company’s long-term compensation from its annual bonus program, which is tied to one year’s performance.

By providing payout opportunities under the Transitional LTIP in March 2014 and March 2015, when combined with prior LTIP grants’ remaining installment payments, the Transitional LTIP balances a participant’s LTIP payout opportunities in respect of 2013 and 2014 as the Company transitions from a one-year performance period to a multi-year performance period, the latter of which will pay out for the first time in March 2016.

In accordance with the Incentive Compensation Plan, the Compensation Committee determined to fund the one-third portion of the Transitional LTIP covering the solely the 2013 performance year at 75%, which wasbe paid out in March 2020 based on the sum of the 4 separately-measured annual payout accruals.

As noted previously, after each of the applicable LTIP performance periods, the Compensation Committee certifies the extent to which each of the respective LTIP’s Adjusted EBITDA, net sales and FCF performance targets are achieved, which, based on their 50%, 25% and 25% weightings (or in the case of the 2016 CEO LTIP, Adjusted EBITDA only, weighted at 100%), are used to determine an annual funding level for that performance year. The respective LTIP award would then be eligible to be paid out following the final year of the multiple-year performance periods based on the average of the separately-measured annual funding levels. See “2016 CEO LTIP” above for payouts under that program.

linked directly to the extent to which the NEO was expected to contribute towards the Company’s achievement of its business strategy (collectively, the “2016 Individual LTIP Performance Factors” and together with the 2016 Individual Annual Bonus Performance Factors, the “2016 Individual Performance Factors”). In February 2017, the Compensation Committee reviewed the ratings that each 2016 NEO achieved against the 2016 Individual LTIP Performance Factors.

Mr. Figuereo’s 2016 New-Hire Restricted Stock Grant consisted of 102,880 restricted shares of Revlon Common Stock, representing the number of shares equal to $3,750,000 divided by the $36.45 NYSE closing price of Revlon Common Stock on the April 12, 2016 commencement date of his employment. Mr. Figuereo’s 2016 New-Hire Restricted Stock Grant vests in 5 equal installments beginning on April 12, 2017, so long as Mr. Figuereo remains employed with the Company on each applicable vesting date, subject to earlier vesting, as described below under “Summary Compensation Table - Employment Agreements.” Under his employment agreement, in lieu of making Mr. Figuereo’s 2016 New-Hire Restricted Stock Grant, the Company’s Board of Directors had the right, at its election based on the occurrence of certain events impacting the price of Revlon’s Common Stock, to pay Mr. Figuereo $1.125 million on each of the first 5 anniversaries of Mr. Figuereo’s commencement of employment, so long as Mr. Figuereo remains employed with the Company on each applicable payment date, subject to certain earlier payment or vesting provisions. Mr. Figuereo received his 2016 New-Hire Restricted Stock Grant in April 2017, as the circumstances triggering such cash payment election did not occur.

In connection with reviewing, considering and approving new-hire employment agreements for each of Messrs. Garcia and Figuereo, the Company conducted benchmarking analyses on their proposed 2016 total compensation at target against the Proxy Peer Group at target. While such analysis demonstrated that each of Messrs. Garcia’s and Figuereo’s total compensation at target was above the 75^th percentile of the Proxy Peer Group, in CAP’s view, such compensation levels were appropriate to encourage each of Messrs. Garcia and Figuereo to join the Company.

Agreements.” Unless the Compensation Committee determines otherwise, Mr. Pieraccioni is required to retain such shares, even after vesting, so long as he remains employed by the Company. For more information on Mr. Pieraccioni’s Restricted Stock Grants, see “Summary Compensation Table” and “Outstanding Equity Awards at Fiscal Year-End.”

The Stock Plan and Incentive Compensation Plan condition their eligibility for benefits (including under the 2016 Annual Bonus Programs and the 2016 LTIP Programs) upon compliance with certain confidentiality, non-competition and non-solicitation obligations required by the Company’s confidentiality and non-competition agreement (which all of the 2016 NEOs have effectively executed).

2016 INCENTIVE COMPENSATION PROGRAMS: ACHIEVEMENT OF PERFORMANCE TARGETS AND PAYOUTS

In March 2017, the Company made cash payments to its 2016 NEOs under: (1) the 2016 Annual Bonus Program and the 2016 CEO Annual Bonus Program; (2) the 2014 LTIP; and (3) the initial one-third tranche of the 2016 Transitional LTIP, as well as to other employees eligible for awards under such programs and other LTIP participants,programs. Such payments were made after the Compensation Committee: (i) certified management’s assessment of the extent to which the Company achieved its 2016 Annual Bonus Programs Corporate Performance Targets and the LTIP 2016 Corporate Performance Targets; (ii) reviewed management’s assessment of the extent to which each NEO achieved their performance rating under the Company’s annual management review process, including the eligible Named Executive Officers. The Summary Compensation Table, below, reflects2016 Individual Performance Factors; and (iii) approved (1) the 100% funding level for the 2016 Annual Bonus Program and 2016 CEO Annual Bonus Program (with Messrs. Garcia, Figuereo and Pieraccioni receiving payments of 115%, 100% and 115%, respectively, of that target based on their performance ratings under their 2016 Individual Annual Bonus Performance Factors), and (2) the payout under the 2014 LTIP to Mr. Pieraccioni and the initial one-third tranche of the 2016 Transitional LTIP to Mr. Figuereo, all in accordance with the terms and conditions of each such program. Following are further details on such payouts:

Company’s applicable 2016 corporate financial results versus target, while taking into account the 2016 Excluded Items, the Compensation Committee, based upon management’s recommendation, approved the funding level of the 2016 Annual Bonus Programs at 100% of target (the “2016 Annual Bonus Programs Funding Level”), calculated as follows:

offering. These new credit facilities and senior notes also provided the funds to refinance all of the Company’s prior term loan facilities and revolving credit facilities, portions of which were scheduled to mature in November 2017, as well as to refinance all of Elizabeth Arden’s indebtedness and preferred stock;

In February 2017, the Compensation Committee certified management’s assessment that were earned for 2013 byeach of Messrs. Garcia, Figuereo and Pieraccioni achieved a performance rating of “strong 3”, “3” and “strong 3” (on a scale of “1” to “4”), respectively. Pursuant to the eligible Named Executive Officersplan design and the terms of the applicable 2016 Annual Bonus Programs, a “3” rating entitled a participant to 100% adjusted bonus payout and a “4” rating entitled a participant to a 120% adjusted bonus payout. Based on Messrs. Garcia’s and Pieraccioni’s “strong 3” annual performance rating, the Compensation Committee interpolated such rating to warrant a 115% payout to each such executive. Accordingly, the Compensation Committee approved paying the following bonus awards under the 2016 Annual Bonus Programs, based upon its review of management’s assessment of the extent to which each of Messrs. Garcia, Figuereo and Pieraccioni achieved their 2016 Individual Annual Bonus Performance Factors, including the key 2016 key achievements described above, and taking into account the 100% funding level of both the 2016 Annual Bonus Program and, in the case of Mr. Garcia, the 2016 CEO Annual Bonus Program:

Also, pursuant to the terms of the Delpani TSA, the Compensation Committee approved awarding Mr. Delpani a $300,000 annual bonus for 2016, representing 100% of his 2016 target bonus, based on the 100% funding level of the 2016 Annual Bonus Program, prorated for his March 31, 2016 cessation of employment.

Items, the Compensation Committee, based upon management’s recommendation, approved the funding level of 135.5% for the 2014 LTIP (the “2014 LTIP Funding Level”), which was based upon the level of the Company’s attainment of its 2014 LTIP 3-Year Corporate Performance Targets. The 2014 LTIP Funding Level of 135.5% was calculated as follows: