STOCK COMPENSATION PLAN

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Revlon's amended Stock Plan 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. As a result, an aggregate of 8,565,000 shares were reserved for issuance as Awards under the Stock Plan, of which there remained approximately 0.2 million shares (reduced by approximately 0.4 million shares reserved for issuance upon approval of the Fifth Amended and Restated Revlon, Inc. Stock Plan) available for grant as of March 31, 2022.

2022 Incentive Program

During the first quarter of 2022, the Company granted approximately 3.1 million equity awards (includes approximately 0.4 million shares reserved for issuance upon approval of the Fifth Amended and Restated Revlon, Inc. Stock Plan) with two tranches of 100% time-based RSU components, all pursuant to the Stock Plan. Approximately 0.4 million vest at 100% in March 2023 and approximately 2.7 million vests as follows: 50% in March 2023; 50% in March 2024. The awards are subject to continued employment through the respective vesting dates.

2019 Transaction Incentive Program

During the second quarter of 2021, the Company granted approximately 78,000 TIP awards 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 March 31, 2022, a total of approximately 70,362 time-based RSUs had been granted and are outstanding under the Revlon 2019 Transaction Incentive Program (the "2019 TIP").

The 2019 TIP also provided 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 RSUs and cash-based awards were eligible for vesting following a termination without cause or due to death or disability or if not assumed upon a change in control (the “Special Vesting Rules”). The total amount amortized for this Tier 1 cash-based awards since the program's inception and through March 31, 2022 is approximately $7.7 million, of which $0.2 million were recorded during the three months ended March 31, 2022, respectively. The amortization of such awards is recorded within "Acquisition, integration and divestiture costs" in the Company's Consolidated Statements of Operations and Comprehensive Loss.

Long-Term Incentive Program

During the first quarter of 2022, the Company granted nil time-based RSU awards. During the first quarter of 2021, the Company granted approximately 1.5 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.

Time-Based LTIP and TIP RSUs

The Company recognized $3.8 million of net compensation expense related to the time-based LTIP and TIP RSUs for the three months ended March 31, 2022. As of March 31, 2022, the Company had $38.7 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 $2.1 million of income, net of adjustments, to compensation expense related to the performance-based LTIP RSUs for the three months ended March 31, 2022. As of March 31, 2022, the Company had $12.1 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.

Acceleration of Vesting

Under the aforementioned provisions for acceleration of vesting, as of March 31, 2022 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 the three months ended March 31, 2022 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. No accelerated amortization was recorded for the three months ended March 31, 2022 in connection with the LTIP RSUs, the 2019 TIP RSUs and the 2019 TIP cash portion. See the roll-forward table in the following sections of this Note 11 for activity related to the three months ended March 31, 2022.

During the three months ended March 31, 2022, 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, 2019 TIP and 2022 Incentive 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, 2021
2019 TIP RSUs (a)	74.6	$	13.16	n/a	$	—
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
Total LTIP RSUs	1,872.3			588.9
Total LTIP and TIP RSUs Outstanding as of December 31, 2021	1,946.9			588.9
Granted
2022 Incentive Program	3,122.4	10.24		—	—
2019 TIP RSUs Granted (a)	—	—		—	—
LTIP RSUs:
2021	—	—		—	—
2020	—	—		—	—
2019	—	—		—	—
Total LTIP RSUs Granted	—			—
Vested

LTIP RSUs:
2021	(751.8)	10.59		—	—
2020	(122.8)	14.96		—	—
2019	(66.6)	22.55		(44.3)	22.55
Total LTIP RSUs Vested	(941.2)			(44.3)
Forfeited/Canceled
2019 TIP RSUs Forfeited/Canceled (a)	(4.3)	13.16		—	—
LTIP RSUs:

2021	(52.0)	10.59		—	—
2020	(11.9)	14.96		(20.1)	14.96
2019	(3.2)	22.55		(166.9)	22.55
Total LTIP RSUs Forfeited/Canceled	(67.1)			(187.0)
Outstanding as of March 31, 2022
2022 Incentive Program	3,122.4	10.24		—	—
2019 TIP RSUs	70.3	13.16		n/a	—
LTIP RSUs:

2021	744.8	10.57		—	—
2020	119.2	14.96		357.6	14.96
2019	—	—		—	—
Total LTIP RSUs	864.0			357.6
Total LTIP and TIP RSUs Outstanding as of March 31, 2022	4,056.7			357.6

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