STOCK COMPENSATION PLAN

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Revlon maintains the Fourth Amended and Restated Revlon, Inc. Stock Plan (as amended, the "Stock Plan"), which provides for awards of stock options, stock appreciation rights, restricted or unrestricted stock and restricted stock units ("RSUs") to eligible employees and directors of Revlon and its affiliates, including Products Corporation. On June 3, 2021 Revlon’s stockholders approved an amendment to the Stock Plan to reserve an additional 2,000,000 shares and extend the term until August 2030. An aggregate of 8,565,000 shares were reserved for issuance as Awards under the Stock Plan, of which there remained approximately 2.7 million shares available for grant as of December 31, 2021. In July 2014, the Stock Plan was amended to renew the Stock Plan for a 7-year renewal term expiring on April 14, 2021. In September 2019 the Stock Plan was amended in connection with the 2019 TIP, described below, to: (1) allow the Compensation Committee to delegate to Revlon’s Chief Executive Officer the authority to grant RSUs to the Company’s employees, other than its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (i.e., the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer & Controller); (2) allow for accelerated vesting of equity awards upon a termination without cause; (3) change the minimum vesting period for specified equity awards from 3 years to 2 years; and (4) to increase by 250,000 shares the number of shares of Revlon common stock that are not subject to the Stock Plan’s minimum vesting requirements.

Stock options:

Non-qualified stock options granted under the Stock Plan, if granted, are granted at prices that equal or exceed the fair market value of Class A Common Stock on the grant date and have a term of 7 years. Option grants generally vest over service periods that range from 1 year to 4 years.

At December 31, 2021 and 2020, there were no options exercisable under the Stock Plan and there was no stock option activity for 2021 and 2020.

Restricted stock awards and restricted stock units:

A summary of the restricted stock and RSU activity for each of 2021 and 2020 is presented in the following table:


	Restricted Stock and RSUs (000's)	Weighted Average Grant Date Fair Value Per Share
Outstanding at January 1, 2020	2,021.6	20.93
Granted(a)	1,065.3	14.91
Vested(b)	(494.7)	20.52
Forfeited(a)	(793.3)	20.00
Outstanding at December 31, 2020	1,798.9	17.89
Granted(a)	1,782.2	10.72
Vested(b)	(519.0)	18.61
Forfeited	(519.6)	16.15
Outstanding at December 31, 2021	2,542.5	13.07

(a) The 2020 grants include nil restricted stock awards and 1,065,319 RSUs, the latter granted pursuant to the Long-Term Incentive Program and the 2019 Transaction Incentive Program under the Stock Plan, as discussed below. The 2021 grants include 20,442 restricted stock awards and 1,761,779 RSUs, the latter granted pursuant to the Long-Term Incentive Program and the 2019 Transaction Incentive Program under the Stock Plan, as discussed below.

(b) Of the amounts that vested during 2021 and 2020, 218,757 and 148,620 shares, respectively, were withheld by the Company to satisfy certain grantees’ minimum withholding tax requirements, which withheld shares became Revlon treasury stock and are not sold on the open market. (See discussion under "Treasury Stock" in Note 15, "Stockholders' Deficiency").

The Company recognizes non-cash compensation expense related to restricted stock awards and RSUs under the Stock Plan using the straight-line method over the remaining service period. The Company recorded compensation expense under the Stock Plan of $14.0 million and $10.4 million during 2021 and 2020, respectively. The 2021 total compensation expense consisted of $0.6 million related to restricted stock awards and $1.1 million and $12.3 million related to the Revlon 2019 Transaction Incentive Program and the Long-Term Incentive Program, respectively, discussed below. The total fair value of restricted stock and RSUs that vested during 2021 and 2020 was $9.7 million and $10.2 million, respectively. The deferred stock-based compensation balance related to restricted stock awards was $23.3 million at December 31, 2021. Of this balance, $1.4 million related to restricted stock awards and $21.9 million related to RSUs granted under the Revlon 2019 Transaction Incentive Program and the Long-Term Incentive Program, and they will be amortized ratably to compensation expense over a weighted-average remaining vesting period of 1.12 years.

The Stock Plan allows for awards of restricted stock and RSUs to employees and directors of Revlon and its affiliates, including Products Corporation. The restricted stock awards granted under the Stock Plan vest over service periods that generally range from 2 years to 5 years. The Company granted 20,442 shares of restricted stock to certain executives during 2021, which vests ratably over a 12-month period, with the first tranche of such grants having vested in May 2021. The Company granted no shares of restricted stock to certain executives during 2020.

Revlon 2019 Transaction Incentive Program

In August 2019, it was disclosed that MacAndrews & Forbes and Revlon determined to explore strategic transactions involving Revlon and third parties (the "Strategic Review"). In light of this, the Compensation Committee of Revlon’s Board of Directors approved a Revlon 2019 Transaction Incentive Program (the “2019 TIP”) that enables the Company to award cash-based and RSU-based retention grants and transaction bonus awards, as well as providing for the accelerated vesting of time-based RSUs and restricted shares following a termination without cause or due to death or disability.

Each Tier 1 participant’s 2019 TIP award is payable two-thirds in cash and one-third in RSUs vesting in 50% tranches on each of December 31, 2020 and December 31, 2021, while Tier 2 awards are payable 100% in cash in one lump-sum on December 31, 2020, in each case subject to certain earlier vesting for a change of control or termination of employment without cause, as described below. As of September 5, 2019, the Company approved a total of 206,812 time-based RSUs under Tier 1 of the 2019 TIP, which are scheduled to vest in equivalent amounts on each of December 31, 2020 and December 31, 2021, subject to continued employment (the “2019 TIP RSUs”). The Company granted approximately 78,000 TIP awards during 2021, with both a cash component and RSU component, all pursuant to the Stock Plan. These TIP awards are 100% time-based and vests as follows: 50% in June 2022; 50% in June 2023. The awards are subject to continued employment through the respective vesting dates. As of December 31, 2021, a total of 74,597 time-based RSUs under Tier 1 of the 2019 TIP had been

granted and are outstanding. The Company’s President and Chief Executive Officer declined an award under the retention program and will receive a transaction bonus only if the Company completes a transaction. See the roll-forward table in the following sections of this Note 12 for activity related to the year ended December 31, 2021.

The 2019 TIP RSUs vest in full upon an involuntary termination, other than if due to cause; provided that if a change of control occurs or a brand or business segment is sold and (i) the impacted grantee accepts an offer of employment from the buyer, then: (A) if the buyer assumes the 2019 TIP RSUs, the grantee will continue to vest in the assumed awards (with the grantee having the continued right to accelerated vesting upon an involuntary termination, other than if due to cause); and (B) if the buyer does not assume the 2019 TIP RSUs, the grantee’s 2019 TIP RSUs will vest upon closing the change of control; and (ii) the impacted grantee declines an offer of employment from the buyer for substantially comparable total compensation and benefits, the grantee will forfeit their unvested 2019 TIP RSUs (collectively, the “Special Vesting Rules”).

The 2019 TIP also provides for the following cash-based awards payable to certain employees, subject to continued employment through the respective vesting dates: (i) Tier 1 - $6.8 million payable in two equal installments as of December 31, 2020 and December 31, 2021; and (ii) Tier 2 - $2.5 million payable in one installment as of December 31, 2020. Such cash-based awards follow the Special Vesting Rules following a termination without cause or due to death or disability. Since inception in 2019 and through December 31, 2021, the Company granted $3.9 million, net of forfeitures, under Tier 1, of which $1.4 million was amortized over the period from the grant date to December 31, 2021. Since inception in 2019 and through December 31, 2021, $2.1 million cash-based awards, net of forfeitures, under Tier 2, was amortized over the period from the grant date to December 31, 2020. The total amount amortized for these cash-based awards since the program's inception and through December 31, 2021 is approximately $7.5 million, of which $2.1 million were recorded during the year ended December 31, 2021, within "Acquisition, integration and divestiture costs" in the Company's Consolidated Statements of Operations and Comprehensive Loss.

Long-Term Incentive Program

The Company's LTIP RSUs consist of time-based RSUs and performance-based RSUs. Time-based RSUs are generally scheduled to vest ratably over a 3-year service period, while performance-based RSUs are scheduled to vest based on the achievement of certain Company performance metrics and cliff-vest at the completion of a 3-year performance period.

The fair value of the LTIP and TIP RSUs is determined based on the NYSE closing share price on the grant date.

In connection with the announcement of the 2019 TIP, in August 2019 the Company also approved applying the Special Vesting Rules to outstanding, pre-existing LTIP RSUs, except that accelerated vesting in the case of termination of employment without cause will apply only to any tranche of outstanding, pre-existing LTIP RSUs scheduled to vest in the 12-month period following termination, with any future tranches being forfeited. Prior to the approval of these Special Vesting Rules, while the outstanding, pre-existing LTIP RSUs would generally have accelerated vesting upon a change of control, they did not feature accelerated vesting for termination and, in such cases, they were entirely forfeited upon termination.

During 2021, the Company granted approximately 1.7 million time-based RSU awards under the Stock Plan (the "2021 LTIP RSUs") to certain employees. The 2021 LTIP RSUs are 100% time-based and vests as follows: 50% in March 2022; 25% in March 2023; 25% in March 2024.

Acceleration of Vesting

Under the aforementioned provisions for acceleration of vesting, as of December 31, 2021 and since the time these provisions became effective in September 2019, 57,763 LTIP RSUs and 47,743 2019 TIP Tier 1 RSUs were vested on an accelerated basis due to involuntary terminations, resulting in accelerated amortization of approximately $2.0 million. In addition, since the time these provisions became effective in September 2019 and through December 31, 2021 under the same accelerated vesting provisions, the Company also recorded approximately $1.8 million of accelerated amortization in connection with the cash portion of the 2019 TIP Tier 1 and Tier 2 awards that were vested on an accelerated basis due to involuntary terminations. Approximately $0.2 million in accelerated amortization was recorded in connection with the cash portion of the 2019 TIP Tier 1 awards during the year ended December 31, 2021. See the roll-forward table in the following sections of this Note 12 for activity related to the year ended December 31, 2021.

During the year ended December 31, 2021, the activity related to time-based and performance-based RSUs previously granted to eligible employees and the grant date fair value per share related to these RSUs were as follows under the LTIP and 2019 TIP programs, respectively:


	Time-Based LTIP	Performance-Based LTIP
	RSUs (000's)	Weighted-Average Grant Date Fair Value per RSU		RSUs (000's)	Weighted-Average Grant Date Fair Value per RSU
Outstanding as of December 31, 2020
2019 TIP RSUs (a)	58.8	$	15.95	n/a	$	—
LTIP RSUs:
2020	496.5	14.96		462.9	14.96
2019	169.3	22.55		255.3	22.55
2018	66.4	19.40		215.9	19.42

Total LTIP RSUs	732.2			934.1
Total LTIP and TIP RSUs Outstanding as of December 31, 2020	791.0			934.1
Granted
2019 TIP RSUs Granted (a)	80.1	13.11		n/a	—
LTIP RSUs:
2021	1,681.7	10.59		—	—
2020	—	—		—	—
2019	—	—		—	—
2018	—	—		—	—

Total LTIP RSUs Granted	1,681.7			—
Vested
2019 TIP RSUs Vested (a)(b)	(53.0)	15.53		—	—
LTIP RSUs:
2020 (b)	(182.7)	14.96		—	—
2019 (b)	(91.4)	22.53		—	—
2018 (b)	(65.9)	19.42		(38.5)	19.44
Total LTIP RSUs Vested	(340.0)			(38.5)
Forfeited/Canceled
2019 TIP RSUs Forfeited/Canceled (a)	(11.2)	15.12		—	—
LTIP RSUs:
2021	(133.1)	10.69		—	—
2020	(59.9)	14.96		(85.2)	14.96
2019	(8.1)	22.55		(44.2)	22.55
2018	(0.5)	16.80		(177.4)	19.42

Total LTIP RSUs Forfeited/Canceled	(201.6)			(306.8)
Outstanding as of December 31, 2021
2019 TIP RSUs	74.6	13.16			—
LTIP RSUs:
2021	1,548.6	10.58		—	—
2020	253.9	14.96		377.7	14.96
2019	69.8	22.58		211.2	22.55
2018	—			—	—

Total LTIP RSUs	1,872.3			588.9
Total LTIP and TIP RSUs Outstanding as of December 31, 2021	1,946.9			588.9

(a) The 2019 TIP provides for RSU awards that are only time-based.

(b) Includes acceleration of vesting upon involuntary terminations for the year ended December 31, 2021 of 8,121 RSUs under the 2019 and 2018 LTIPs and of 6,540 RSUs under the 2019 TIP Tier I awards.

Time-Based LTIP and TIP RSUs

The Company recognized $12.0 million of net compensation expense related to the time-based LTIP and TIP RSUs for the year ended December 31, 2021, respectively. As of December 31, 2021, the Company had $11.4 million of total deferred compensation expense related to non-vested, time-based LTIP and TIP RSUs. The cost is recognized over the vesting period of the awards, as described above.

Performance-based LTIP RSUs

The Company recognized $1.5 million of net compensation expense related to the performance-based LTIP RSUs for the year ended December 31, 2021, respectively. The amount of net compensation expense recognized during the year ended December 31, 2021 was affected by adjustments to the awards' expected achievement rates made primarily as a result of the ongoing adverse impact of COVID-19 on the Company's results of operations. As of December 31, 2021, the Company had $10.5 million of total deferred compensation expense related to non-vested, performance-based LTIP RSUs. The cost is recognized over the service period of the awards, as described above.