Document

DEF 14A 1 a2021proxydef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

SCHEDULE 14A INFORMATION

____________________________________________

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ý Filed by a Party other than the Registrant ¨

Check the appropriate box:


o						Preliminary Proxy Statement
o						Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Materials Pursuant to sec. 240.14a-12

____________________________________________

Avid Technology, Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.1

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(3)

Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

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Form, Schedule or Registration Statement No.:

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Date Filed:

April 6, 2021

Dear Stockholder,

I am pleased to invite you to attend the 2021 Annual Meeting of Stockholders of Avid Technology, Inc. The annual meeting will be held on May 17, 2021 at 10:30 a.m. ET, in a virtual-only format at www.virtualshareholdermeeting.com/AVID2021.

You will find information regarding the business to be conducted at the annual meeting in our notice of annual meeting and proxy statement. Stockholders will receive a notice of Internet availability of the proxy materials instead of a printed copy of the proxy materials. The notice of Internet availability includes instructions for accessing the proxy materials over the Internet or requesting a printed copy of the materials by mail or an electronic copy by email.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and vote by proxy through the Internet or request, sign and return your proxy card by mail as soon as possible so that your shares may be represented at the meeting. Voting by proxy will not affect your right to attend the annual meeting and vote in person should you so choose.

If your shares are held by a broker, your broker cannot vote your shares for non-routine matters, including the election of directors, the advisory vote on 2020 executive compensation, and the proposed approval of an increase in the shares authorized for issuance under our 2014 Stock Incentive Plan, unless you provide voting instructions. Therefore, if your shares are held by a broker, please instruct your broker regarding how to vote your shares on these non-routine matters. This will ensure that your shares are counted with respect to these matters.

On behalf of the board of directors, I would like to express our appreciation for your investment in our company. I look forward to greeting many of you at the annual meeting.

Sincerely,

Jeff Rosica

Chief Executive Officer and President

AVID TECHNOLOGY, INC.

75 Network Drive

Burlington, MA 01803

_________________________________

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

_________________________________

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Avid Technology, Inc., a Delaware corporation (the "company"), will be held on May 17, 2021 at 10:30 a.m. ET. The Annual Meeting will be a virtual meeting. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/AVID2021, and by entering the 16-digit control number included on the proxy card you received or in the instructions that accompanied your proxy materials. The Annual Meeting will begin at approximately 10:30 a.m. ET, with login beginning at 10:25 a.m. ET via a live webcast on the Internet.

The Annual Meeting is being held at www.virtualshareholdermeeting.com/AVID2021 for the following purposes:

1.to elect seven directors, each to serve until our 2022 annual meeting of stockholders and, as to each, until a successor is duly elected and qualified, or until earlier death, resignation or removal of the director;

2.to ratify, by a non-binding advisory vote, the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

3.to approve an amendment to the company's 2014 Stock Incentive Plan to increase by an additional 500,000 shares the number of shares authorized for issuance under the plan; and

4.to approve, by a non-binding, advisory vote, the 2020 compensation paid to the company's named executive officers.

We also will transact any other business that may properly come before the annual meeting or at any adjournments or postponements of the annual meeting.

March 18, 2021 is the record date for determining the stockholders entitled to notice of the annual meeting and to vote at the annual meeting and at any adjournments or postponements of the annual meeting.

By Order of our Board of Directors,

Alessandra Melloni

Corporate Secretary

Burlington, Massachusetts

April 6, 2021

TABLE OF CONTENTS


			Page
Information About Proxy Materials, the Annual Meeting and Voting			1
Proposal 1 - Election of Directors			7
Continuing Directors			9
Director Compensation			10
Executive Officers			12
Governance of the Company			13
Corporate Governance Guidelines			14
Board Leadership Structure			14
Risk Oversight			15
Director Independence			15
Board Meetings			16
Board Committees			16
Director Nomination Process			18
Board Evaluation			18
Related Person Transaction Policy			19
ESG and CSR Efforts			19
Communicat ion with our Board of Directors			20
Executive Compensation - Compensation Discussion and Analysis			21
Executive Summary			21
Compensation Philosophy and Objectives			24
Elements of Executive Compensation			26
The 20 20 Executive Compensation Program in Detail			27
Base Salaries			27
Annual Performance-Based Cash Awards			29
Long-Term Equity Incentive Compensation			30
Employment and Severance Agreements with our N amed Executive Officers			32
Stock Ownership Guidelines			33
Anti-Hedging and Anti-Pledging Policy			33
Other Benefits and Perquisites			34
Non-Qualified Deferred Compensation			34
Tax and Accounting Considerations			34
Compensation Committee Report			35
Compensation Tables			36
Summary Compensation Table			36
Grants of Plan-Based Awards for Fiscal Year 20 20			37
Outstanding Equity Awards at 20 20 Fiscal Year End			39
Option Exercises and Stock Vested for Fiscal Year 20 20			41
Potential Payments upon Termination or Change-in-Control			41
Equity Compensation Plan Information			43
CEO Pay Ratio			43
Proposal 2 - Ratification of the Selection of our Independent Registered Public Accounting Firm			44
Independent Registered Public Accounting Firm			44
Independent Registered Public Accountant Firm Fees			44
Pre-Approval Policies and Procedures			45
Audit Committee Report			45
Proposal 3 - Amendment to our 2014 Stock Incentive Plan			46
Proposal 4 - Non-Binding Advisory Vote to Approve Compensation Paid to Named Executive Officers			53
Beneficial Ownership Information			55
Security Ownership of Certain Beneficial Owners and Management			55
Delinquent Section 16(a) Reports			56

TABLE OF CONTENTS (continued)


Appendix A - Amended and Restated 2014 Stock Incentive Plan			A-1
Proxy Card			P-1

AVID TECHNOLOGY, INC.

75 Network Drive

Burlington, Massachusetts 01803

_______________________________

PROXY STATEMENT

2021 ANNUAL MEETING OF STOCKHOLDERS

May 17, 2021

_________________________________

INFORMATION ABOUT PROXY MATERIALS, THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

On or about April 6, 2021, we have made these materials available to you on the Internet and, upon your request, have delivered printed versions of these materials to you by mail or electronic copies to you by email, in connection with the solicitation of proxies by our board of directors for use at our 2021 Annual Meeting of Stockholders to be held on May 17, 2021 at 10:30 a.m. ET, and at any postponement(s) or adjournment(s) of the annual meeting. The annual meeting will be held virtually at www.virtualshareholdermeeting.com/AVID2021. However, you do not need to attend the annual meeting to vote your shares. Instead, you may simply complete, sign and return the proxy card or submit your proxy through the Internet according to the instructions contained in the notice of Internet availability or proxy card.

What is included in these materials?

These materials include:

•this proxy statement (including the Notice of 2021 Annual Meeting of Stockholders);

•our Annual Report to Stockholders for the year ended December 31, 2020; and

•a proxy card.

What items will be voted on at the annual meeting?

Stockholders will vote on the following items at the annual meeting:

Proposal One: the election to the board of directors of the seven nominees named in this proxy statement each to serve until our 2022 annual meeting of stockholders and, as to each, until a successor is duly elected and qualified, or until earlier death, resignation or removal of the director;

Proposal Two: ratification, by a non-binding advisory vote, of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

Proposal Three: to approve an amendment to the company's 2014 Stock Incentive Plan to increase by an additional 500,000 shares the number of shares authorized for issuance under the plan; and

Proposal Four: to approve, by a non-binding advisory vote, the 2020 compensation paid to the company's named executive officers.

We are not aware of any other matters to be presented at our annual meeting. However, if any other matters are properly presented, the persons designated as proxies intend to vote, or otherwise act, on those matters in accordance with their judgment.

What are the voting recommendations of the board of directors?

The board recommends that you vote your shares:

•“FOR” each of the seven nominees to the board of directors named in this proxy statement (Proposal No. 1);

•“FOR” the ratification, by a non-binding advisory vote, of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 2);

•"FOR" the approval of an amendment to our 2014 Stock Incentive Plan to increase by an additional 500,000 shares the number of shares authorized for issuance under the plan (Proposal No. 3); and

•“FOR” approval, by a non-binding advisory vote, of the 2020 compensation paid to our named executive officers (Proposal No. 4).

What is the voting requirement to approve each of the proposals?

•Election of Directors (Proposal No. 1). To be elected, each director nominee must receive a majority of the votes cast (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Prior to the election, each director nominee currently serving on our board delivered to the board of directors an irrevocable resignation that will become effective if (i) he or she does not receive a majority of the votes cast (with “abstentions,” “broker non-votes” and "withheld votes" not counted as a vote “for” or “against” such nominee’s election), and (ii) within 90 days following certification of the stockholder vote, the board determines to accept such resignation in accordance with our corporate governance guidelines. We will publicly disclose any such decision by the board of directors with regard to any director’s resignation.

•Other Matters. Under our Amended and Restated By-Laws, the affirmative vote of the holders of a majority of the votes cast will be required for the ratification, by a non-binding advisory vote, of the selection of the independent registered public accounting firm for fiscal year 2021 (Proposal No. 2), approval of an amendment to our 2014 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder (Proposal No. 3), and approval, by a non-binding advisory vote, of the 2020 compensation paid to our named executive officers (Proposal No. 4). For these proposals, abstentions and broker non-votes are not included in the number of votes cast and therefore have no effect on the outcome of such votes. While the advisory vote on our company’s 2020 executive compensation is required by law, it will not be binding on us or our board of directors. However, the compensation committee of our board of directors will take into account the outcome of this vote when considering future executive compensation decisions and holding future stockholder advisory votes on executive compensation.

Who may vote at the annual meeting?

Only stockholders of record as of the close of business on March 18, 2021, the record date, are entitled to receive notice of, attend and vote at the annual meeting. As of the record date, there were 45,001,599 shares of our common stock, $0.01 par value per share, issued and outstanding. Stockholders are entitled to one vote per share.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

In certain sections of this proxy statement, we distinguish between stockholders of record and beneficial owners. Most of our stockholders are beneficial owners of shares held in street name.

•Stockholders of Record. If your shares are held in your name with our transfer agent, Computershare, you are considered the “stockholder of record” of those shares. As a stockholder of record, you are receiving the notice of Internet availability or, as applicable, a printed or electronic copy of the proxy materials directly from us.

•Beneficial Owners of Shares Held in Street Name. If your shares are held in a brokerage account or by another custodian, you are considered the “beneficial owner” of those shares and the shares are held in “street name” by the broker or custodian, which is the stockholder of record. As a beneficial owner, your broker or custodian will forward to you the notice of Internet availability or, as applicable, a printed or electronic copy of the proxy materials.

How do I vote?

There are three ways to vote your shares:

•Over the Internet. You may submit your vote over the Internet any time prior to 11:59 p.m. ET on May 16, 2021 by following the instructions on notice of Internet availability or the proxy card.

•By Mail. You may submit your vote by mail by following the instructions on the proxy card. Please allow sufficient time for mailing as only proxy cards received by us prior to the annual meeting will be deemed valid and counted.

•At the Meeting. This year’s annual meeting will be held entirely online to allow greater participation. Shareholders may participate in the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/AVID2021. To participate in the annual meeting, you will need the 16‐digit control number included on the notice of Internet availability, the proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the annual meeting. However, even if you plan to attend the annual meeting, the company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting.

If you receive more than one notice of Internet availability or multiple printed copies of the proxy materials (including multiple proxy cards), in order to vote all of your shares by proxy, you must return each proxy card or separately vote over the Internet all the shares owned by you. You may receive multiple copies of the proxy materials if, for example, you hold shares in more than one brokerage account or you are a stockholder of record and hold shares registered in more than one name.

How are proxies voted?

All shares represented by valid proxies received prior to the annual meeting will be voted and, where a stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What happens if I do not return my proxy?

•Stockholders of Record. If you are a stockholder of record and do not vote over the Internet or by mailing your proxy card, your shares will not be voted unless you attend the annual meeting and vote your shares at the annual meeting.

•Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not vote over the Internet or by mailing your proxy card, under the rules of various

securities exchanges, the broker or custodian that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If your broker or custodian that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker or custodian will inform the inspector of election that it does not have the authority to vote on such matter with respect to your shares; this is referred to as a “broker non-vote.” A broker non-vote may also result if your broker or custodian may, but opts not to, vote your shares on a routine matter for which you have not given instructions.

What happens if I submit my vote by proxy but do not give specific voting instructions with respect to a particular proposal?

As a stockholder of record, whether you vote over the Internet or by mailing your proxy card, if you sign and return your proxy card without giving specific voting instructions with respect to a particular proposal, the persons designated by us as proxies will vote your shares as recommended by our board of directors.

Which proposals are considered “routine” or “non-routine”?

The only proposal that is considered a routine matter under applicable rules is Proposal 2, the ratification, by a non-binding advisory vote, of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. All other proposals are considered non-routine.

Therefore, unless you provide voting instructions to any broker or custodian holding shares on your behalf, your broker or custodian may not use discretionary authority to vote your shares on Proposals 1, 3 or 4. Because Proposal 2, regarding the ratification of the appointment of our independent registered public accounting firm by a non-binding advisory vote, is considered a routine matter, brokers and custodian are permitted to vote shares held by them without instruction from beneficial owners.

How are abstentions and broker non-votes treated?

Abstentions and broker non-votes will not be counted as shares voting on any proposal. Assuming the presence of a quorum, abstentions and broker non-votes will not affect the voting on any of the proposals under consideration by stockholders. Abstentions and broker non-votes will, however, as stated above, be counted as present and entitled to vote for purposes of determining whether a quorum is present at the annual meeting.

Can I change my vote after I have voted?

If you vote your shares by proxy, you may revoke your proxy at any time before its exercise by re-voting over the Internet, submitting a subsequently dated proxy card, delivering a written revocation to our Corporate Secretary at our principal offices in Burlington, Massachusetts, or voting online at the annual meeting. If you submit multiple proxies, the last proxy received by us will be the proxy used for purposes of the annual meeting. Voting by proxy will not affect your right to attend the annual meeting and vote in person should you so choose.

Please note, however, that if your shares are held of record by a broker or custodian and you wish to revoke a proxy, you must contact that broker or custodian to revoke any prior voting instructions.

What is the quorum requirement for the annual meeting?

The holders of a majority of the shares of our issued and outstanding common stock entitled to vote at the annual meeting constitute a quorum. Shares of common stock represented in person or by proxy (including shares that abstain or do not vote for any reason with respect to one or more of the proposals presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the annual meeting. If a quorum is not present, the annual meeting will be adjourned or postponed until a quorum is obtained.

Who will serve as the inspector of election?

Whit Rappole, Vice President of Corporate Development and Investor Relations, or such other person as duly appointed by the Corporate Secretary of the company, to whom the board has delegated such authority, will serve as the inspector of election.

Where can I find the voting results of the annual meeting?

The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by the inspector of election and reported on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission, or SEC, by May 21, 2021.

How do I receive a paper copy of the proxy materials?

If you prefer to receive paper copies of the proxy materials, you can still do so. You may request a paper copy by following the instructions provided in the notice of Internet availability. The notice of Internet availability also provides you with instructions on how to request paper copies of the proxy materials on an ongoing basis. There is no charge to receive the proxy materials by mail. You may request printed copies of the proxy materials until one year after the date of the annual meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Under rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of these materials to each stockholder. On or about April 6, 2021, we have mailed to our stockholders of record as of March 18, 2021 (other than those who previously requested electronic or paper delivery on an ongoing basis) a notice of Internet availability containing instructions on how to access our proxy materials, including our proxy statement and our annual report. All stockholders will have the ability to access our proxy materials on the website referred to in the notice of Internet availability or request a printed set of the proxy materials. The notice of Internet availability also instructs you on how to access your proxy card to vote through the Internet. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials in paper format until you elect otherwise.

Who is paying for the cost of our proxy solicitation?

We will bear all costs for our solicitation of proxies. Our directors, officers and certain of our employees may solicit proxies by mail, telephone, email, facsimile or personally without additional compensation. We are requesting that brokers and custodians forward the notice of Internet availability or, as applicable, printed copies of the proxy materials to stockholders for whom they hold shares. We will reimburse these entities for their reasonable out-of-pocket distribution expenses.

Where can I direct any questions regarding the solicitation of proxies?

Please direct any questions regarding the solicitation of proxies in connection with our 2021 Annual Meeting of Stockholders to Whit Rappole, Vice President of Corporate Development and Investor Relations, 75 Network Drive, Burlington, MA 01803. Please call (978) 275-2032 or email ir@avid.com.

What is the deadline to propose actions for consideration at the 2022 Annual Meeting of Stockholders?

In order for a stockholder proposal to be eligible to be included in our proxy statement and proxy card for the 2022 Annual Meeting of Stockholders, the proposal must be submitted to our Corporate Secretary at our principal offices in Burlington, Massachusetts, on or before December 7, 2021, and concern a matter that may be properly considered and acted upon at the annual meeting in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act").

Under the advance notice provisions in our Amended and Restated By-Laws, stockholders are required to provide notice to our Corporate Secretary at our principal offices in Burlington, Massachusetts, of the nomination of directors or to introduce an item of business at an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the anniversary date of our prior annual meeting. However, if our annual meeting is called for a date that is not within 25 days before or after the anniversary date of the prior year's annual meeting, notice by the stockholder must be received no later than the close of business on the tenth day following the earlier of either the day on which the notice of the date of the annual meeting was mailed or public disclosure of the date of the annual

meeting was made, whichever occurs first. For further information about our director nomination process, please see "Director Nomination Process" below.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON May 17, 2021:

THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT:

www.proxyvote.com

PROPOSAL 1 - ELECTION OF DIRECTORS

Proposal Summary

The first proposal for consideration at our annual meeting is the election of the seven director nominees named in this proxy statement. Our board of directors was previously divided into three classes, designated as Class I, Class II and Class III directors, with one class elected each year. As a result of an amendment to our Amended and Restated By-Laws approved at our 2019 annual meeting of stockholders, the annual election of all directors will be phased in gradually and the board of directors will be fully declassified upon the conclusion of the 2022 annual meeting of stockholders. As a result, at the 2020 annual meeting of stockholders, formerly classified Class III directors Christian A. Asmar, Elizabeth M. Daley, Daniel B. Silvers, and John P. Wallace were elected to one-year terms that expire at our 2021 annual meeting of stockholders. In addition to those directors named in the preceding sentence, those directors currently classified as Class I directors, will stand for re-election for a one-year term to expire at our 2022 annual meeting of stockholders.

Director Nominees. Our board of directors has, upon the recommendation of our nominating and governance committee, nominated our current Class I directors, Nancy Hawthorne, Michelle Munson, and Peter Westley, along with Dr. Daley and Messrs. Asmar, Silvers and Wallace, for re-election as directors at our annual meeting. Information about each director nominee is provided below. If elected, each director nominee for will serve as a director until our 2022 annual meeting of stockholders and his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Each director nominee has indicated his or her willingness to serve if elected, but if any of the nominees should be unable or unwilling to serve, proxies may be voted for substitute nominee(s) designated by our board of directors.

Under our Amended and Restated By-Laws, directors in non-contested elections are elected by an affirmative majority of votes cast. You can vote “for” or “against” a nominee, or you may “abstain” from voting with respect to a nominee, however, an abstention will not count as a vote cast in the election.

Board Recommendation

Our board of directors recommends that our stockholders vote FOR the election of Dr. Daley, Mses. Hawthorne and Munson and Messrs. Asmar, Silvers, Wallace and Westley.

Nominees for Directors for a One-Year Term That Will Expire at our 2022 Annual Meeting

Set forth below is information regarding each director nominee, including his or her age as of March 1, 2021 and information about his or her specific experience, qualifications, attributes or skills that led the board to conclude that he or she should serve as a director of Avid.

Christian A. Asmar, 38, became a director in 2019. Mr. Asmar is co-founder and Managing Partner of Impactive Capital, one of our largest stockholders. Impactive Capital is a leading alternative investment manager and manages capital for some of the largest Pension, Endowment and Foundations globally. Prior to founding Impactive Capital in 2018, Mr. Asmar spent eight years at Blue Harbour Group as a Managing Director and Investing Partner. Prior to joining Blue Harbour, Mr. Asmar was a founding team member of Morgan Stanley Infrastructure Partners. Prior to his tenure at Morgan Stanley Infrastructure Partners, he worked in the Investment Banking division at Morgan Stanley. Mr. Asmar is a member of New America Alliance, and graduated magna cum laude from Princeton University with a B.S.E. in Operations Research & Financial Engineering and minors in Finance, Engineering & Management Systems and Robotics & Intelligent Systems. We believe Mr. Asmar's extensive experience in capital allocation and investments as well as his perspective as a major investor in the company make him well-qualified to serve as a member of our board of directors and as a member of our nominating and governance committee.

Elizabeth M. Daley, 78, became a director in February 2005. Dr. Daley has been Dean of the School of Cinematic Arts at the University of Southern California since 1991. Dr. Daley has extensive management and leadership experience, which includes her over 30 years of experience as Dean of the University of Southern California School of Cinematic Arts, one of the most prestigious and influential film schools in the world. Dr. Daley is embedded into the media and production sectors and brings to our board truly unique insights into the film industry, our education

market, the future of digital media, emerging trends in digital media and the needs of our customers. Dr. Daley is a member of the Motion Picture Academy and the Directors Guild and is one of the most widely recognized and respected women in our industry. She has been honored by American Women in Radio and Television and received the Women in Film Business Leadership Award, acknowledging extraordinary contributions by women behind the camera. Dr. Daley is an active and engaged board member, who makes frequent and valuable contributions to board discussions and decisions, which we believe makes her well-qualified to serve as a member of our board of directors and of our compensation committee and nominating and governance committee.

Nancy Hawthorne, 69, became a director in October 1997 and was chair of our board from March to May 2018. Ms. Hawthorne also served as our lead independent director from January 2008 to December 2011 and assumed that role again from October 2014 to March 2018. Ms. Hawthorne has been a Partner of Hawthorne Financial Advisors, a financial advisory and investment firm, since June 2014. Previously, Ms. Hawthorne served as Chair and Chief Executive Officer of Clerestory, LLC; as Chief Executive Officer and Managing Partner of Hawthorne, Krauss & Associates, LLC, a provider of consulting services to corporate management; and as Executive Vice President and Chief Financial Officer and Treasurer of Continental Cablevision. Ms. Hawthorne also serves as a trustee and as a member of the audit committee and nominating and governance committee of Brighthouse Funds Trusts; as chair of the board and audit committee member of First Eagle Alternative Capital BDC, Inc.; as director, audit committee chair and member of the credit valuation and allocation committee of First Eagle Alternative Credit Opportunities Fund; and as a director and member of the audit committee and nominating and governance committee of Charles River Associates. As a former senior executive at Continental Cablevision and MediaOne, Ms. Hawthorne brings deep industry expertise to Avid's board, especially on the distribution side of the value chain and in her experience with subscription and recurring revenue business models. Ms. Hawthorne’s financial management and outside board experience enhance her contributions to our board. She also brings a broad understanding of corporate governance and risk management to the board, which helps our board understand and focus on critical issues in these areas. Additionally, her financial expertise and experience qualify her as an audit committee financial expert. We believe that Ms. Hawthorne brings valuable insight in her role as the chair of our nominating and governance committee and as a member of our audit committee and a financial expert, and is well-qualified to serve in those roles and as a member of our board of directors. Ms. Hawthorne also offers a unique perspective to our board, having served as our interim CEO from July to December 2007.

Michelle Munson, 48, became a director in August 2019. Since 2017, Ms. Munson has been the co-founder and CEO of Eluvio, a software company pioneering new technologies for a content-centric Internet with solutions for the management and distribution of large form video content. Prior to Eluvio, Ms. Munson founded Aspera, Inc. in 2004, and led that company as CEO for 13 years including through its acquisition by IBM in 2014. Ms. Munson holds nine U.S. patents and co-invented the EMMY® Award-winning Aspera FASP transport technology, which is used widely for high-speed file transfer in media operations. Ms. Munson is a fellow of the Society of Motion Picture and Television Engineers; named in 2020 to TV Technology’s top 25 “People to Watch” in the industry; recipient of the 2019 David Sarnoff Medal for technology innovation with lasting impact in film and television; named one of the Most Influential Women in Business by the SF Business Times in 2017; won the 2016 Charles S. Swartz Award from the Hollywood Professional Association; and was named 2016 Woman Entrepreneur of the Year by the International Association of Broadcasting Manufacturers. As the co-founder of two successful media technology companies, Ms. Munson brings unique industry expertise to Avid's board. Ms. Munson's technical knowledge and management makes her well-qualified to serve as a member of our board of directors.

Daniel B. Silvers, 44, became a director in March 2018. Mr. Silvers is the Founder and has been the Managing Member of Matthews Lane Capital Partners LLC, an investment firm, since June 2015. He has also served as Chief Executive Officer and a Director of Leisure Acquisition Corp., a special purpose acquisition company, since September 2017, as well as Executive Vice President and Chief Strategy Officer of Inspired Entertainment, Inc., a company involved in the gaming technology industry, where he is also a member of the Office of the Executive Chairman, since December 2016. He is the former President of SpringOwl Asset Management LLC, an investment management firm, a position he held from March 2009 to June 2015 (including predecessor entities). From April 2009 to October 2010, Mr. Silvers also served as President of Western Liberty Bancorp, an acquisition-oriented holding company that acquired and recapitalized a community bank in Las Vegas, Nevada. Mr. Silvers joined a predecessor of SpringOwl from Fortress Investment Group, a leading global alternative asset manager, where he worked from 2005 to 2009. At Fortress, Mr. Silvers’ primary focus was to originate and oversee due diligence on and asset management for real estate and gaming investments in Fortress’ Drawbridge Special Opportunities Fund. Prior to joining Fortress, Mr. Silvers was a senior member of the real estate, gaming and lodging investment banking group at Bear, Stearns & Co., Inc. Mr. Silvers previously served on the board of directors of International Game Technology, bwin.party digital entertainment plc, Universal Health Services, Inc., Forestar Group, Inc., PICO Holdings, Inc., Ashford Hospitality Prime, Inc. and India Hospitality Corp. Mr. Silvers holds a B.S. in Economics, as

well as an M.B.A with a concentration in Finance, from The Wharton School of the University of Pennsylvania. We believe Mr. Silvers is well-qualified to serve as a member of our board of directors and as a member of our strategy and compensation committees due to his extensive experience in corporate finance, capital allocation, capital markets and public company governance.

John P. Wallace, 55, became a director in May 2017. Mr. Wallace retired as the President and CEO of Deluxe Entertainment Services Group, Inc., a global provider of digital services and technology solutions for content creation and delivery, after serving in this position from 2015 to November 2019. He remains active in the M&E space, consulting in the media technology sector as well as serving as Managing Partner of a small real estate investment firm, W.W.E., LLC. Prior to joining Deluxe, Mr. Wallace worked from 1988 to 2015 at NBCUniversal, Inc. in several capacities, including as the President of Operations and Technical Services for NBCUniversal and as President of the Television Stations Division. Mr. Wallace is an accomplished senior media executive with a 30-plus year track record of successful strategic and tactical operations leadership, making him well-suited to serve as the chair of our audit committee and as a member of our strategy committee.

Peter Westley, 56, became a director in January 2016 and was appointed chair of our board in May 2018. Mr. Westley is a managing partner at Blum Capital Partners, L.P., a public and private equity investment firm. Mr. Westley has been a partner at Blum Capital Partners since 2012 and has nearly 30 years of experience in financial services working with media and technology companies. He is also a member of the board of Tideline Marine Group. His prior experience includes serving as a managing director in the Technology and Media Groups at Salomon Smith Barney, partner and head of the media and internet investment banking at ThinkEquity Partners, LLC, and managing director and head of media and internet banking at North Point Advisors. He was also a member of the board and audit committee of Payless Holdings, LLC, an alternate member of the board of Xtralis Group Holdings Limited, and a board observer at CuriosityStream, LLC. Our board benefits from Mr. Westley's 30 years of experience in financial services working with media and technology companies. Further, he brings financial expertise, industry knowledge and leadership experience that the board believes will add new perspective to the board and amplify the company's capability to provide greater value to stockholders. His experience and background qualify him as an audit committee financial expert and he currently serves as the chair of our strategy committee and a valued member of our audit committee.

CONTINUING DIRECTORS

Set forth below is information regarding each continuing director, including his or her age as of March 1, 2021 and information about his or her specific experience, qualifications, attributes or skills that led the board to conclude that he or she should serve as a director of Avid.

Class II Directors (terms to expire at our 2022 annual meeting)

Robert M. Bakish, 57, became a director in October 2009. Mr. Bakish is currently the President & Chief Executive Officer of ViacomCBS. Prior to the recombination of Viacom and CBS, he was the President and Chief Executive Officer of Viacom, Inc. since December 2016; prior to that, he was Acting President and CEO of Viacom Inc. from November 2016 to December 2016; and prior to that, he was President and CEO of Viacom International Media Networks, a division of Viacom Inc., since January 2007. From July 2004 to January 2007, Mr. Bakish was Executive Vice President, Operations, of Viacom Enterprises, a subsidiary of Viacom. Prior to that, he served as MTV Networks’ Executive Vice President and Chief Operating Officer, Advertising Sales and was chairman of the Cable Television Advertising Bureau. Previously, Mr. Bakish was a partner with Booz Allen & Hamilton in its Media and Entertainment practice. Mr. Bakish's extensive experience at Viacom gives him unique insights into the broadcast industry and international markets. He brings a strong commercial perspective and voice of the customer to Avid's board. This has been very valuable as Avid is implementing its long-term transformational strategy to adapt to the rapidly changing media industry. The board also values his expertise in strategic planning and business development as well in his role, since 2011, as the chair of our compensation committee and as a member of our strategy committee.

Paula E. Boggs, 61, became a director in July 2015. Ms. Boggs is the founder and owner of Boggs Media, LLC. A former executive at the Starbucks Coffee Company, she led the global law department of Starbucks from 2002 to 2012 and was Corporate Secretary of the Starbucks Foundation. Prior to that, Ms. Boggs was a Vice President of Legal for products, operations and information technology at Dell Computer Corporation from 1997 to 2002 and also

held the role of Senior Deputy General Counsel starting in June 1997. Before joining Dell, Ms. Boggs was a partner with the law firm of Preston Gates & Ellis LLP from 1995 to 1997. Ms. Boggs also serves as a member of the board of directors of Fender and the Seattle Symphony board executive committee. She was previously on the board of Premera Blue Cross and chair of its compensation and investments committees; a member of the Nominating/Trusteeship, Audit/Compliance and Executive Committees of Johns Hopkins University’s board of trustees; a member of the Executive Committee of KEXP Radio, an affiliate of National Public Radio and the University of Washington; a member of the audit committee for School of Rock LLC; a member of the American Bar Association board of governors, chairing its investments committee; a member of the President's Committee for the Arts and the Humanities from 2013 through 2017; a member of the White House Council for Community Solutions from 2010 to 2012; a member of the audit and nominating committee of the American Red Cross; and a member of the board of Sterling Financial Inc. The board believes Ms. Boggs' extensive governance and Fortune 500 experience with high growth companies is important as our company focuses on governance, internal controls and operational success. Ms. Boggs also brings important insights into the media sector as a result of her accomplished music career, as a Pacific Northwest Chapter governor and voting member of the Recording Academy and as a Seattle Symphony board member. We also benefit from the 18 years she served as a Johns Hopkins University Trustee where she chaired the audit committee. Her combination of governance expertise, media sector insights and audit committee experience makes her a particularly valuable member of our audit and compensation committees.

Jeff Rosica, 59, was appointed Chief Executive Officer (CEO) and President in February 2018 and was appointed to our board in March 2018. Prior to being appointed our CEO and President, Mr. Rosica served as our President. He joined our company as Senior Vice President of Worldwide Field Operations in January 2013. In January 2016, Mr. Rosica was appointed Senior Vice President, Chief Sales and Marketing Officer and, in December 2016, was appointed President. From early 2002 until joining us, Mr. Rosica served in various capacities with Grass Valley, LLC, a broadcast equipment supplier, most recently as Executive Vice President, Chief Sales and Marketing Officer. Prior to that, Mr. Rosica was Vice President and General Manager of Phillips Broadcast from 1996. In his role as CEO and President, Mr. Rosica brings a unique perspective to the board.

DIRECTOR COMPENSATION

Our company uses a combination of cash and equity-based compensation to attract and retain individuals to serve on our board. We only compensate outside directors for their service on our board. An outside director is a member of our board who is not:

•an employee of our company or any subsidiary of our company;

•a significant stockholder, meaning the beneficial owner of 10% or more of our outstanding common stock; or

•a controlling stockholder, member or partner of a significant stockholder.

In developing our director compensation program, we considered market data from a peer group of companies identical to those used to benchmark executive compensation.

During fiscal year 2020, Mr. Rosica did not qualify as an outside director because he was our CEO. Accordingly, Mr. Rosica did not receive any compensation for his service on our board.

Our board’s outside directors receive cash compensation as set forth below:


	Chair Retainer		Other Members Retainer

Board of Directors	$	100,000	$	50,000
Audit Committee	26,000		12,000
Compensation Committee	18,750		9,000
Nominating and Governance Committee	12,500		5,250
Strategy Committee	18,750		9,000

Non-employee board members participated in a cost-savings program commensurate with the measures taken by the company through furloughs and reduced compensation by reducing the compensation otherwise payable to them by twenty-three percent (23%) during the second and third quarters of 2020.

In addition to the cash compensation described above, outside directors are entitled to receive equity compensation. Our board reviews equity compensation for outside directors periodically.

Under our 2014 Stock Incentive Plan, we may grant options, stock appreciation rights (SARs), restricted stock, restricted stock units, or a combination of these awards upon an outside director’s initial election to our board of directors and annually for his or her continued service on the board. The 2014 Stock Incentive Plan limits the “expected value” of these awards to a dollar amount determined by our compensation consultant based on a review of compensation paid by peer companies; this dollar amount for any award may not exceed $230,000 as of the date of grant. The expected value of an option or stock appreciation right is the value of the award on the date of grant, as determined by our board of directors using a reasonable valuation method. The expected value for restricted stock and restricted stock units is the fair market value of our common stock covered by the award on the date of grant.

Restricted stock and restricted stock units granted to outside directors may not vest before the earlier of the next annual meeting of stockholders or the first anniversary of the date of grant, except in extraordinary circumstances (including a director’s death or disability, a director’s attainment of mandatory retirement age or retirement following at least seven years of service, certain corporate transactions, and other nonrecurring significant events that affect us, a director, or the 2014 Stock Incentive Plan).

For 2020, each outside director received a grant of restricted stock units with a grant date fair value of approximately $115,000 on April 30, 2020, consisting of 16,381 restricted stock units, which vest upon the earlier of the date of our 2021 annual meeting of stockholders or April 30, 2021.

Director Compensation Table for Fiscal Year 2020

The following table sets forth a summary of the compensation we paid to our outside directors for service on our board in 2020.


Name	Fees Earned or Paid in Cash(1)	Restricted Stock Unit Awards(2)	Total
Christian A. Asmar	$48,896	$114,831	$163,727
Robert M. Bakish	$68,809	$114,831	$183,640
Paula E. Boggs	$59,516	$114,831	$174,347
Elizabeth M. Daley	$56,861	$114,831	$171,692
Nancy Hawthorne	$65,933	$114,831	$180,764
Michelle Munson	$52,215	$114,831	$167,046
Daniel B. Silvers	$60,180	$114,831	$175,011
John P. Wallace	$75,225	$114,831	$190,056
Peter Westley	$115,714	$114,831	$230,545

(1) Cash amounts included in the table above represent the portion of the annual board/committee member fees and board/committee chair fees earned during our 2020 fiscal year. Non-employee board members participated in a cost-savings program commensurate with the measures taken by the company through furloughs and reduced compensation by reducing the compensation otherwise payable to them by twenty-three percent (23%) during the second and third quarters of 2020.

(2) The amount shown represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation, of restricted stock unit awards granted to each of our outside directors in 2020. As of December 31, 2020, the outside directors held the following vested restricted stock units:

Mr. Asmar: 8,960; Mr. Bakish: 120,466; Ms. Boggs: 85,614; Dr. Daley: 121,809; Ms. Hawthorne: 119,618; Ms. Munson: 8,486; Mr. Silvers: 41,183; Mr. Wallace: 58,431; and Mr. Westley: 29,232. Please see Note L, “Capital Stock” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 regarding the assumptions and methodologies used to value these restricted stock units.

Stock Ownership Guidelines for Outside Directors

Our board has adopted stock ownership guidelines for outside directors that are intended to further align the interests of our outside directors with those of our stockholders. Under the guidelines in effect in 2020, our outside directors were expected to hold shares of common stock equal in value to a multiple of three times the cash retainer paid to the director in respect of such director's board membership, excluding any cash retainer paid for committee service. For purposes of these guidelines, stock ownership includes:

•stock owned outright, including stock owned jointly with a spouse or separately by a spouse and/or children;

•shares held in a trust for the economic benefit of the outside director or his or her spouse or children;

•restricted stock and restricted stock units; and

•shares underlying fully-vested options.

All of our outside directors who have served on our board for three years have met our stock ownership guidelines. See the section of this proxy statement entitled "Beneficial Ownership Information - Security Ownership of Certain Beneficial Owners and Management" for more detailed information on the beneficial ownership of our directors.

EXECUTIVE OFFICERS

Our executive officers are elected annually by the board and serve at the discretion of the board. Our current executive officers and their ages as of March 1, 2021 are as follows:

Executive Officer

Age

Position(s) with our company

Jeff Rosica

Chief Executive Officer and President

Kenneth L. Gayron

Chief Financial Officer and Executive Vice President

Tom Cordiner

Chief Revenue Officer and Senior Vice President

Dana Ruzicka

General Manager, Audio & Music Solutions and Senior Vice President

Timothy Claman

General Manager, Video, Post & Storage Solutions and Senior Vice President

Lior Netzer

General Manager, Media Platform & Cloud Solutions and Senior Vice President

Kevin W. Riley

Chief Technology Officer and Senior Vice President

Garrard Brown

Chief Accounting Officer and Vice President

Jeff Rosica is our Chief Executive Officer and President. Please see “Continuing Directors” above for Mr. Rosica's biography.

Kenneth L. Gayron joined our company as Chief Financial Officer and Executive Vice President in May 2018. Mr. Gayron most recently served as CFO and interim CEO for Numerex Corporation, a leading provider of managed enterprise software solutions enabling the Internet of Things, from March 2016 to February 2018. Prior to his tenure with Numerex, Mr. Gayron served as CFO of Osmotica Pharmaceutical Corp., a global medical technology company, from October 2013 to February 2016. Prior to Osmotica, Mr. Gayron acted as Vice President - Finance and Treasurer for Sensus, Inc., a global smart grid communications and technology company, from February 2011 until September 2013. From April 2009 until January 2011, Mr. Gayron served as Treasurer of Nuance

Communications, a software/services company. From 1992 until 2009, Mr. Gayron held positions of increasing responsibility with investment banks, including UBS, Bank of America and CIBC.

Tom Cordiner has served as our Chief Revenue Officer and Senior Vice President since March 2019, prior to which he served as our Senior Vice President of Global Sales since December 2016. Prior to that, Mr. Cordiner served as our Vice President of International Sales from January 2013 to December 2016. Mr. Cordiner originally joined Avid as our Vice President of Sales for the EMEA region in January 2012. Before joining Avid, Mr. Cordiner was Vice President, Sales and Business Development at Technicolor, responsible for the international markets in the broadcast, media and telecoms sectors.

Dana Ruzicka has served as our General Manager of Audio and Music Solutions and Senior Vice President since October 2020. Prior to that, he served as our Senior Vice President and Chief Product Officer since May 2018 and as Vice President and Chief Product Officer since August 2015. Mr. Ruzicka has been with the company for more than 20 years. Most recently he managed the company's Tier 3 growth initiative. Prior to that, he was Vice President of Segment Strategy and Planning at Avid. Mr. Ruzicka has also served in additional senior leadership roles at Avid, including Vice President of Post Solutions and Vice President Strategic Alliances.

Timothy Claman has served as our General Manager of Video, Post & Storage Solutions and Senior Vice President since October 2020. Prior to that, he served as our Chief Technology Officer and Vice President since May 2018 and, our Vice President, Platform and Solutions from February 2016 to May 2018. Before rejoining Avid in 2016, Mr. Claman was CTO at Snell Advanced Media and Quantel. Mr. Claman began his initial tenure at Avid as Senior Product Manager for Pro Tools, designing many of the features that led to the 2004 Academy Award for Pro Tools. Before working in post-production, Mr. Claman was a professional recording engineer and musician in Los Angeles.

Lior Netzer has served as our General Manager of Media Platform & Cloud Solutions and Senior Vice President since November 2020. He previously served as Chief Technology Officer for IoT and Mobile at Akamai, a leading cloud services provider, since October 2010.

Kevin W. Riley has served as our Chief Technology Officer and Senior Vice President since November 2020. Prior to joining Avid, he served as Chief Technology Officer and Executive Vice President of Advanced R&D at Ribbon Communications from October 2017 to November 2020 and as Chief Technology Officer at Sonus Networks from May 2011 to October 2017.

Garrard Brown has served as our Chief Accounting Officer and Vice President since October 2019. Prior to joining Avid, he served as the Global Vice President and Global Controller at Encompass Digital Media since May 2018 and as its Assistant Global Controller since March 2015. Prior to that, Mr. Brown served in several Technical Accounting roles for Southern Company Gas (formerly known as AGL Resources) and Luminant Energy. Mr. Brown began his career at Ernst & Young LLP and served a variety of publicly traded and privately held organizations in entertainment, retail, consumer and industrial products.

GOVERNANCE OF THE COMPANY

We are committed to ensuring high standards of corporate governance. Some examples of this commitment are set forth below:

•Our board consists of ten members, nine of whom are independent directors within the meaning of Nasdaq's listing standards.

•All members of our board’s committees are independent directors.

•We have corporate governance guidelines that are published on the investor relations section of our website at http://ir.avid.com, which among other things, lay out the responsibilities and qualification standards for directors, the criteria for director nominations, the board meeting process, our directors’ access to officers and employees and independent advisers, and the duties of our chair and, if applicable, lead independent director.

•Our corporate governance guidelines also require our directors to (i) limit the number of other public company boards on which they serve so that they are able to devote adequate time to their duties to the company, and (ii) submit their resignation should they lose their current employment position.

•Our corporate governance guidelines further require that any nominee for director who does not receive a majority vote in an uncontested election must promptly tender his or her resignation to the board, which will consider whether to accept the resignation.

•We have stock ownership guidelines for our CEO, our other executive officers and our non-employee directors that are described in this proxy statement under “Stock Ownership Guidelines” and “Director Compensation - Stock Ownership Guidelines for Outside Directors.”

•Our independent directors regularly convene meetings without management present.

•Independent directors approve director nominations and executive officer compensation.

•Our audit committee reviews and approves all related-party transactions.

•We have a Code of Conduct which is distributed annually to our employees.

•Waivers of our Code of Conduct for our executive officers or directors must be approved by our board of directors and disclosed publicly.

•Four of the ten members of our board are female and two members identify as members of a minority group.

•In addition to our commitment to good governance, environmental and social considerations are integral to Avid’s business across the globe as evidenced by how our company operates daily. We view effective management of environmental and social matters as fundamental to our long-term success. We are making continuous progress in these efforts and additionally have an employee-driven corporate social responsibility initiative to supplement these efforts.

Throughout 2020, in addition to the regularly held quarterly board meetings, our directors engaged frequently with the company's executive management to provide thorough risk oversight and guidance during the COVID-19 pandemic. Both individual directors and small groups of directors met with the executive team numerous times to ensure that the company was addressing actual challenges presented by the pandemic and adequately preparing for actual and potential risks.

In addition to our governance efforts discussed herein, a statement regarding our environmental and social efforts is available on the investor relations section of our website at http://ir.avid.com.

Corporate Governance Guidelines

The board has adopted corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interest of our stockholders, and a company Code of Conduct that applies to all of our employees, officers and directors. Our corporate governance guidelines address, among other things, the responsibilities and qualification standards for directors (including a policy for holdover directors), the criteria for director nominations, the board meeting process, our directors’ access to officers and employees and independent advisers, and the duties of our chair and, if applicable, lead independent director. Our corporate governance guidelines can be accessed from the corporate governance page in the investor relations section of our website at http://ir.avid.com.

Board Leadership Structure

The board oversees our chief executive officer and other senior management in the competent and ethical operation of the company and assures that the long-term interests of the stockholders are being served.

The board periodically reviews its leadership structure to determine whether the roles of chair and chief executive officer should be separated or combined, based on its judgment as to the structure that best serves the interests of our company and our stockholders. The board believes that the current separation of the chair and chief executive officer roles allows Mr. Rosica to focus his time and energy on operating and managing the company. Our board continues to evaluate our leadership structure and may make appropriate changes in the future.

The chair of the board presides over meetings of the board and serves as a liaison between the directors and management.

Risk Oversight

The Board's Role

The management of risk is an integral part of board deliberations throughout the year. Management is responsible for the day-to-day management of risks our company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. A fundamental part of risk oversight is to understand the risks that we face, the steps management is taking to manage those risks and to assess our appetite for risk. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. The board believes that full and open communication between management and the board are essential for effective risk management and oversight. The board and its committees receive regular presentations from senior management on strategic matters involving our operations and areas of material risk to our company, including operational, financial, legal, regulatory and strategic risks, among others. The board and its committees also discuss with management strategies, financial performance, legal developments, key challenges and risks and opportunities for our company. The involvement of the board in the oversight of our strategic planning process is a key part of the board's assessment of the risks inherent in our corporate strategy. Our management uses an enterprise risk management process to identify and assess, and, to the extent practicable, manage and mitigate material risks to our company.

While the board oversees the risk management process, our board’s committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. The audit committee focuses on financial risk, including the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The nominating and governance committee manages risks associated with corporate governance and board organization, membership and structure.

Compensation Risk Assessment

At the compensation committee’s direction, our Chief Human Resources Officer and other members of the human resources department assisted in a risk assessment of our compensation programs for 2020, including our executive compensation programs. Based on this assessment, we believe that our compensation programs’ design promotes the creation of long-term value and discourages behavior that leads to excessive risk. The compensation committee reviewed and discussed the assessment, and the compensation committee concurred with management’s assessment, that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business.

Director Independence

Nine of the ten members of our board are “independent directors," as such term is defined in Nasdaq's listing standards, and all of the board’s committees are composed entirely of independent directors. There are no family relationships among any of our directors and executive officers. The board determined that the following directors are independent, according to the above definition: Messrs. Asmar, Bakish, Silvers, Wallace and Westley, Dr. Daley and Mses. Boggs, Hawthorne and Munson. In reaching its determination as to the independence of Messrs. Asmar, Silvers and Westley, the board considered each director's relationship with current or recent significant stockholders of the Company, Impactive Capital, LLC, Cove Street Capital, LLC and Blum Capital Partners, L.P., respectively. As CEO, Mr. Rosica is not an independent director.

In addition, after having considered relevant factors, including Mr. Westley’s relationship with one of Avid’s largest stockholders during 2020, the board has determined that the audit committee is composed entirely of independent directors, as such term is defined in Rule 10A-3 under the Exchange Act, as no member of the audit committee accepts directly or indirectly any consulting, advisory or other compensatory fee from the company other than his or her director compensation, or otherwise has an affiliate relationship with the company. Also, each of the members of the compensation committee qualifies as independent under Nasdaq standards and Rule 10C-1 under the Exchange Act. Under these standards, the board considered that none of the members of the compensation committee accepts directly or indirectly any consulting, advisory or other compensatory fee from the company other than his or her director compensation, and that none of the committee members has any affiliate relationship with the company or other relationships that would impair the director’s judgment as a member of the compensation committee.

Board Meetings

Our board met eight times and acted by written consent three times in 2020. The non-management directors, all of whom are independent, met in an executive session chaired by the lead independent director at the conclusion of every regularly scheduled board meeting and at such other board and committee meetings as desired by the independent directors. During 2020, each of our directors attended at least 75 percent of the total number of meetings of the board of directors and all committees of the board of directors on which he or she served.

While we encourage our directors to attend our annual meetings of stockholders, we do not have a policy requiring their attendance. All of our then-serving directors attended our 2020 annual meeting of stockholders.

Board Committees

Our board has a standing audit committee, compensation committee, nominating and governance committee and strategy committee. Each committee operates under a charter that has been approved by our board. Each committee reviews its charter periodically and recommends any proposed revisions to our board for approval. The charters of the audit committee, the compensation committee and the nominating and governance committee can be accessed from the corporate governance page in the investor relations section of our website at http://ir.avid.com. Members of each committee are generally appointed by our board upon recommendation from our nominating and governance committee. Committee meetings may be called by the chair of a committee or the chair of our board. Each committee is authorized to retain independent legal, accounting and other advisors, and to approve compensation for their services.

The table below provides information regarding membership of board committees as of the date of this proxy statement. Each of the committees is comprised solely of independent directors, as defined by Nasdaq listing standards.

Independent Director

Audit

Compensation

Nominating and Governance

Strategy

Christian A. Asmar

Robert M. Bakish

Chair

Paula E. Boggs

Elizabeth M. Daley

Nancy Hawthorne

Chair

Michelle Munson

Daniel B. Silvers

John P. Wallace

Chair

Peter M. Westley

Chair

Audit Committee

Our board has determined that each of Ms. Hawthorne and Messrs. Wallace and Westley qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. In addition, our board has determined that all of the members of our audit committee meet the additional independence criteria required for audit committee membership under Rule 10A-3 under the Exchange Act.

The audit committee’s responsibilities include:

•appointing, as well as approving the compensation and assessing the independence of, our independent registered public accounting firm;

•overseeing the work of our independent registered public accounting firm, including reviewing certain reports required to be made to the audit committee by the independent registered public accounting firm;

•overseeing the work of our internal audit function, including approving the internal audit annual plan submitted by our internal auditors;

•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•reviewing, approving and ratifying related person transactions;

•monitoring our internal control over financial reporting, disclosure controls and procedures, and Code of Conduct; and

•meeting independently with our internal auditing staff, our independent registered public accounting firm and management.

Our audit committee met five times and acted by written consent once in 2020.

Compensation Committee

Our compensation committee oversees the design and development of our executive compensation program and determines CEO compensation consistent with the overall objectives of the program, as described below. The compensation committee also approves compensation for our executive officers other than the CEO. In addition, all members of the compensation committee are independent directors under Rule 10C-1 under the Exchange Act.

The compensation committee’s responsibilities include:

•administering our executive officer compensation and bonus programs;

•determining the CEO’s compensation;

•approving compensation for other executive officers;

•administering our equity incentive plans and other long-term incentive plans;

•annually reviewing and approving an appropriate peer group against which executive compensation is compared;

•annually reviewing and approving corporate financial performance goals and individual performance goals relevant to the compensation of our executive officers;

•reviewing and discussing the Compensation Discussion and Analysis in this proxy statement and recommending it for board approval;

•evaluating compensation policies and practices in relation to risk management; and

•reviewing and making recommendations to our board with respect to director compensation.

Our compensation committee met four times and acted by written consent three times in 2020.

Compensation Committee Interlocks and Insider Participation. No member of the compensation committee is, or has ever been, an officer or employee of the company. Furthermore, during 2020, none of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions) or as a director of another entity where an executive officer of such entity served on our compensation committee or board.

For further information about our processes and procedures for the consideration and determination of executive and director compensation, please see “Executive Compensation - Compensation Discussion and Analysis” below.

Nominating and Governance Committee

The nominating and governance committee’s responsibilities include:

•identifying individuals qualified to become members of our board;

•recommending to our board persons to be nominated for election as directors and to each of the committees of our board;

•developing and recommending to our board corporate governance principles; and

•overseeing an evaluation of our board.

Our nominating and governance committee met six times and did not act by written consent in 2020.

Strategy Committee

The strategy committee’s responsibilities include reviewing, evaluating and making recommendations to our board with regard to the company's strategic plan developed by management. Our strategy committee met three times and did not act by written consent in 2020.

Director Nomination Process

The process followed by our nominating and governance committee to identify and evaluate director candidates consists of reviewing recommendations from members of our board, search firms that we engage from time to time, and others (including stockholders) and evaluating biographical and background information relating to potential candidates.

In considering whether to recommend a particular candidate for inclusion on our board’s slate of recommended director nominees, including existing directors, our nominating and governance committee considers the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience and commitment to participate as a director, as well as the diversity of our board and conflicts of interest that would impair the candidate’s ability to act in the interests of all stockholders. Our nominating and governance committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for all prospective nominees. Our corporate governance guidelines also provide that the nominating and governance committee will review with the board the requisite skills and criteria for new board members as well as the composition of the board as a whole, including the consideration of diversity, age, skills, experience, geographic representation, gender, race and national origin, and other experience in the context of the needs of the board. Our nominating and governance committee treats diversity as one of the criteria to be considered by the committee but has not adopted any formal or informal diversity policy. Our nominating and governance committee believes that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board to fulfill its responsibilities. Our nominating and governance committee monitors the qualification, composition and diversity of our board through the board evaluation process.

Our Amended and Restated By-Laws require stockholders to provide notice to Avid of the nomination of directors not less than 90 days nor more than 120 days prior to the anniversary date of our prior year's annual meeting. However, if our annual meeting is called for a date that is not within 25 days before or after the anniversary date of the prior year’s annual meeting, notice by the stockholder must be received no later than the close of business on the tenth day following the earlier of either the day on which the notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made. If the annual meeting concludes as scheduled on May 17, 2021, notice of any nomination of directors for election at the 2022 annual meeting of stockholders must be received no earlier than January 17, 2022 and no later than February 16, 2022.

Our Amended and Restated By-Laws require a stockholder proposing a director nomination to accompany the request with certain additional information concerning the stockholder and the nominee(s) proposed, including, among other things, (i) biographical and stock ownership information (including derivative and hedging interests as to our common stock) of the proponent stockholder and the nominee(s) (and certain affiliates or associates of each of the proponent stockholder and the nominee(s)), (ii) arrangements and understandings (including financial arrangements and compensation) between the proponent stockholder (and certain affiliates or associates of the proponent stockholder) and any other person, including the nominee(s), with respect to our common stock, and (iii) any other information relating to the proponent stockholder or the nominee(s) that would be required to be disclosed in a proxy statement pursuant to Section 14 of the Exchange Act.

Stockholders may recommend an individual to our nominating and governance committee for consideration as a potential director candidate by submitting the individual’s name, together with the information referred to above, to the Nominating and Governance Committee, Avid Technology, Inc., c/o Corporate Secretary, 75 Network Drive, Burlington, Massachusetts 01803, or by email to Avid.Secretary@avid.com.

Assuming that appropriate biographical and background material has been provided on a timely basis, our nominating and governance committee evaluates stockholder-recommended candidates by substantially following the same process, and considering the same criteria, as it follows for candidates submitted by others. If our board decides to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy materials for the next annual meeting.

Board Evaluation

Our nominating and governance committee leads the board in a periodic evaluation of its performance as a board of directors. Our corporate governance guidelines provide that the board from time to time evaluate its performance to determine whether the board, its committees and its individual members are functioning effectively. Our board continuously monitors the needs of the company and strives to ensure that its composition reflects those needs.

Related Person Transaction Policy

Our board has adopted a written policy and procedures for the review of any transaction, arrangement or relationship in which our company is a participant, the amount involved exceeds $120,000, and one of our executive officers or other officers elected by the board, directors, or 5% stockholders (or their immediate family members), whom we refer to as “related persons,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” he or she must report the proposed related person transaction to our General Counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review is not practicable, our audit committee may ratify the related person transaction. Any related person transactions that are ongoing in nature will be reviewed annually by the audit committee.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by our audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, our audit committee will review and consider:

•the related person’s interest in the transaction;

•the approximate dollar value of the transaction;

•the approximate dollar value of the related person’s interest in the transaction;

•whether the transaction was undertaken in the ordinary course of business;

•whether the terms of the transaction are no less favorable to our company than terms that could be reached with an unrelated third party;

•the purpose, and the potential benefits to our company, of the transaction; and

•any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Our audit committee may approve or ratify the transaction only if it determines that, under the circumstances, the transaction is not inconsistent with our company’s best interests. During 2020, there were no related person transactions proposed or required to be disclosed.

ESG and CSR Efforts

In addition to the governance efforts set forth above, environmental and social considerations are integral to Avid’s business across the globe as evidenced by how our company operates daily. We view effective management of environmental and social matters as fundamental to our long-term success. We are making continuous progress in these efforts and additionally have an employee-driven corporate social responsibility initiative to supplement these efforts. Many of our customers feel equally strongly about ESG efforts and are increasingly demanding that suppliers, such as Avid, have comprehensive ESG policies in place; so we believe that for us dedication to ESG efforts is integral to our long-term market position.

We have taken several steps to ensure that our supply chain partners operate in an environmentally responsible manner, thereby endeavoring to minimize the impact that our operations and products, including their components, have on the environment. We also take great strides to ensure that our global facilities are being operated in an environmentally responsible manner and in seeking to reduce our global carbon footprint. We have instituted practices at the employee-level that are aimed at doing our part as a company to combat climate change.

For example, Avid has a range of programs in place focused on conservation, reusing and recycling. Its products are RoHS-3 compliant and its repair facility is ISO 9001/14001 certified. Avid is committed to compliance with the EU directive on Waste Electrical and Electronic Equipment (WEEE 2012/19/EU) as well as its EMS partner is EICC (Electronics Industry Citizenship Coalition) compliant. Additionally, Avid’s global headquarters is housed in a LEED Gold and Energy Star certified building. In 2020, the company consolidated its labs at its headquarters and installed LED lighting and energy efficient cooling units that will reduce consumption by 30 percent.

Additionally, we believe that our immediate and future success is dependent upon our ability to develop and retain a high-performing global, diverse workforce. To achieve the desired workforce, we endeavor to attract and retain

employees with strong character and unassailable integrity, as well as to foster an inclusive work environment where all employees and stakeholders are respected and trusted and feel comfortable to bring their ideas to the workplace. Together, our values shape Avid’s culture and are carried forth in programs and policies such as the dynamic performance management model and the Work from Anywhere program as well as safety policies protecting workplaces and company and customer data. An area of focus and growth for Avid’s culture is diversity and inclusion (D&I). In 2020, Avid renewed its commitment by developing its D&I mission and vision, forming a D&I steering committee and establishing targeted focus areas for ongoing efforts.

We believe that social responsibility extends beyond our employees. Through the Avid Customer Association (ACA), Avid consistently engages with its diverse user community to learn about their challenges and needs and uses this input to shape product strategy and roadmaps. In addition to the ACA, Avid supports the next generation of talent through in-kind product donations to colleges, universities and high schools, with an emphasis on organizations devoted to underserved communities. A signature program for Avid’s philanthropy is the Boston Arts Academy (BAA), Boston’s only public high school for the visual and performing arts. Avid supports BAA through fundraising for the Boston Arts Academy Foundation and donating products and services to BAA’s new school campus, which is slated to open in January 2022. Avid CEO and President Jeff Rosica has served on the Boston Arts Academy Foundation board since 2019.

In addition to these efforts, we are currently also in the process of developing a broader set of policies and disclosures to further strengthen our ESG efforts.

Communication with our Board of Directors

Our board of directors will give appropriate attention to written communications that are submitted by our stockholders and will respond if and as appropriate. Our chair, with the assistance of our General Counsel, is primarily responsible for communications with stockholders and for providing copies or summaries of those communications to our other directors. Stockholders who wish to send communications to our board of directors should address those communications to the Board of Directors, Avid Technology, Inc., c/o Corporate Secretary, 75 Network Drive, Burlington, Massachusetts 01803, or by email to Avid.Secretary@avid.com.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information regarding our executive compensation philosophy, the elements of our executive compensation program and the factors that were considered in making compensation decisions for our named executive officers ("NEOs"). The following executive officers were our NEOs for fiscal year 2020:

•Jeff Rosica, Chief Executive Officer and President;

•Kenneth L. Gayron, Chief Financial Officer and Executive Vice President;

•Tom Cordiner, Chief Revenue Officer and Senior Vice President;

•Dana Ruzicka, General Manager, Audio & Music Solutions and Senior Vice President;

•Tim Claman, General Manager, Video, Post & Storage Solutions and Senior Vice President; and

•Jason A. Duva, Former Chief Legal and Administrative Officer and Executive Vice President*.

* On July 27, 2020, we announced that Mr. Duva would step down from his position as Chief Legal and Administrative Officer and Executive Vice President effective July 31, 2020. We refer to Mr. Duva herein as our Former CLO.

Executive Summary

2020 Business & Financial Performance Highlights

During 2020, despite the challenges resulting from the COVID-19 pandemic, Avid made significant and demonstrable progress on our strategy. Below are some highlights of our 2020 business and financial performance:

•As of year-end 2020, we had more than 296,000 paid cloud-enabled software subscriptions for our creative software tools, a 58% increase over year-end 2019, and the Avid First freemium versions of the creative software tools had been downloaded more than 2.9 million times;

•In 2020, we achieved combined subscription and maintenance revenue growth of 12% over 2019, as our subscription revenue growth far exceeded the decline in maintenance revenue as a result of the adoption of subscription by our customers;

•We responded quickly to the challenges of the COVID-19 pandemic by implementing a temporary operating cost savings plan in April that helped us deliver improved profitability and Free Cash Flow during 2020, and we have taken actions to continue a majority of these cost savings in 2021;

•In 2020, our gross margin increased year-over-year by 280 basis points to 63.3%, from the continued growth in our software subscriptions and maintenance;

•We achieved GAAP Net Income per Share growth of 47% over 2019 and we generated $34 million in Free Cash Flow, our highest level since 2007;

•We experienced a stock price increase of 85% during 2020, which we believe is due to our improved profitability and Free Cash Flow generation;

•During the third quarter of 2020, we introduced a subscription version of our MediaCentral enterprise software solution which further enables subscription sales to our enterprise customers;

•We delivered updates to our Media Composer, Pro Tools and Sibelius creative tools to enhance users’ creativity, productivity and flexibility in their workflows;

•We began shipping the new Avid MTRX Studio and HDX Thunderbolt 3 Chassis audio interfaces during the first quarter of 2020 and the Pro Tools | Carbon audio interface during the fourth quarter of 2020, empowering music and audio creators to optimize recording and production workflows; and

•We introduced several additions to MediaCentral, including the Collaborate and Reporter mobile apps, that enable TV news production teams to create and deliver stories from anywhere.

2020 Say-on-Pay Vote

In April 2020, our stockholders approved our say-on-pay proposal with over 98% percent of the votes cast in favor of our executive compensation program. Our executive compensation program uses metrics that we believe are meaningful to our business priorities and stockholders. Consistent with this principle, we use a combination of performance-based restricted stock units ("RSUs") and time-based RSUs in our compensation programs. This equity-based instrument mix mitigates potential stockholder dilution attributable to equity grants, while improving the alignment between compensation and successful execution relative to measures that we believe will drive stockholder value creation and that our stockholders have indicated reflect their priorities. We continue to regularly engage with our stockholders on a number of topics, including our business strategy, financial performance, executive compensation and the financial measures used for our performance-based pay. As evidenced by our 2020 say-on-pay vote results, our stockholders have been supportive of our compensation strategy.

2020 Executive Compensation Program Highlights

Highlights of our 2020 executive compensation program include:

•The Majority of Executive Compensation is Tied to Performance and the Creation of Stockholder Value. The compensation committee structures our executive compensation packages so that the majority of executive compensation is tied to performance-based metrics, with a smaller portion being paid in base salary. For 2020, the percentage of targeted pay tied to performance, which includes annual performance-based cash awards and long-term equity incentives, was 83.0% for our CEO, 76.9% for our CFO, 74.8% for our Chief Revenue Officer, 71.4% for our General Manager of Audio & Music Solutions, and 56.5% for our General Manager of Video, Post & Storage Solutions. The percentage of targeted pay tied to performance in 2020 for our Former CLO was 73.6%.

•Long Term Incentives. Our practice is to provide a significant portion of our executive compensation in the form of equity-based awards, which, we believe, aligns our executives' interest with the creation of stockholder value. In 2020, our CEO received 62.7%, and our NEOs other than the CEO (the "other NEOs") received, on average, 53.3%, of their total direct compensation (base salary, annual cash incentive compensation and grant date fair value of equity-based awards) in the form of equity-based awards, respectively.

•Annual Executive Bonus Plan Structure Aligned with Creation of Stockholder Value.

◦Our 2020 Annual Executive Bonus Plan (the "2020 Executive Bonus Plan") used the financial metrics of Strategic Revenue, Free Cash Flow and Adjusted EBITDA. These financial metrics are defined under "Annual Performance-Based Cash Awards."

◦The 2020 Executive Bonus Plan used these predetermined, objective financial metrics because our compensation committee believes they provide a comprehensive assessment of our executives' success in driving long-term stockholder value creation, particularly during a time when the company was intensely focused on the generation of high-quality Strategic Revenue and Free Cash Flow.

◦Metrics and the related target levels were established in the first quarter of 2020 based on our annual operating plan and what the board believed was a challenging level of performance that the company could achieve if the operational strategies were successfully executed.

◦We believe that the 2020 Executive Bonus Plan provided an effective means to align compensation with achievement relative to our performance goals. As discussed in more detail below, based on our 2020 performance, as measured by the three performance metrics used in

the 2020 Executive Bonus Plan, the compensation committee awarded annual cash bonuses to our NEOs, other than our Former CLO, at a level equal to 82.7% of target. This significant year-over-year improvement in bonus payout reflects the company’s sustained financial and operative performance through 2020, especially in light of the impact of the COVID-19 pandemic. It evidences the rigorous targets our compensation committee has historically set and continues to set.

◦Despite the impact of the COVID-19 pandemic through 2020, the compensation committee has not adjusted or amended the targets set previous to the pandemic and the company cash bonus payout of 82.7% was achieved against the initial pre-COVID-19 targets.

•Vesting of Performance-Based Equity in 2021.

◦The vesting of the first tranche of the performance-based RSUs granted in 2020 is based on the company's total shareholder return ("TSR") as it relates to the TSR of the Russell 2000 Index for the period from March 15, 2020 to March 15, 2021.

◦The company's TSR during the performance period for the first tranche of the performance-based RSUs granted in 2020 relative to the TSR of the Russell 2000 Index over the same period was 85.87%, resulting in 150% of the target amount of the performance-based RSUs vesting in 2021.

◦The vesting of the second tranche of the performance-based RSUs granted in 2019 is based on the company's total shareholder return ("TSR") as it relates to the TSR of the Russell 2000 Index for the period from March 15, 2019 to March 15, 2021.

◦The company's TSR during the performance period for the second tranche of the performance-based RSUs granted in 2019 relative to the TSR of the Russell 2000 Index over the same period was 220.05%, resulting in 150% of the target amount of the performance-based RSUs vesting in 2021.

◦The vesting of the third tranche of the performance-based RSUs granted to our CEO in 2018 is based on the company's total shareholder return ("TSR") as it relates to the TSR of the Russell 2000 Index for the period from March 15, 2018 to March 15, 2021.

◦The company's TSR during the performance period for the third tranche of the performance-based RSUs granted to our CEO in 2018 relative to the TSR of the Russell 2000 Index over the same period was 264.18%, resulting in 150% of the target amount of the performance-based RSUs vesting in 2021.

•Temporary Pay Reductions Related to COVID-19. Beginning in the first quarter of 2020, the company implemented a plan to reduce its expenses to offset expected declines in revenues due to the anticipated impact of the COVID-19 global pandemic. This plan included a combination of temporary furloughs or wage reductions for all staff through the end of the third quarter of 2020. To align with the rest of the company's employees, senior management, including our executive officers, and the board of directors elected to temporarily reduce their compensation by 23% for the same period. This cost savings plan led to our NEOs receiving less than their respective stated base salaries for fiscal year 2020.

•No Discretionary Bonuses. Our compensation committee did not approve any discretionary cash bonus payments to our NEOs during, or in respect of, 2020.

Good Governance in our Executive Compensation Programs and Practices

The following highlights examples of good corporate governance incorporated in our executive compensation programs:

•Independent Compensation Consultant. The compensation committee engaged an independent executive compensation consultant, Pearl Meyer & Partners ("Pearl Meyer"), to advise and provide counsel on key compensation decisions and actions during 2020.

•Appropriate Peer Group and Market Referencing. We utilize a group of peer companies that we believe are appropriate from the perspectives of industry, business focus, size, gross margins, research and development expense and international sales. We review and adjust our peer group annually and adjust the make-up when needed to ensure that the peer group remains appropriate for benchmarking purposes.

•Annual Advisory Vote to Approve Executive Compensation. We seek advisory approval of our executive compensation at each annual meeting of stockholders.

•No Excise Tax Gross-Ups. None of our NEOs are entitled to tax gross-ups or gross-ups for golden parachute payments (Internal Revenue Code ("IRC") Section 280G) or for non-qualified deferred compensation (IRC Section 409A).

•No Guaranteed Bonuses, Limited Perquisites. We do not offer guaranteed performance bonuses and we provide few fringe benefits. We do not offer company planes, personal security (other than for travel and lodging, and where appropriate), financial planning advice, tax preparation services or social and country club memberships. See "Other Benefits and Perquisites" for more detail.

•Double-Trigger Change-in-Control Provisions. Each of the change-in-control severance agreements with our NEOs provides for “double-trigger” payments or benefits. As such, contractual change-in-control benefits are payable only in the event of a qualifying termination of employment within a specified period of time after a change-in-control.

•Stock Ownership Guidelines. Our NEOs are subject to stock ownership guidelines, which, we believe, further align the interests of our NEOs with our stockholders and encourage our NEOs to manage from an owner’s perspective. Each of our executives who have been employed by us long enough to be required to meet the guidelines have met our stock ownership guidelines.

•Risk Assessment. We conduct an annual comprehensive risk assessment of our compensation programs. Based on this assessment, we believe that our programs are structured in a manner to motivate strong performance with appropriate risk taking, while discouraging excessive risk taking. The details of this risk assessment can be found in the section of this proxy statement under “Governance of the Company - Risk Oversight.”

•No Option Repricing. Our 2014 Stock Incentive Plan does not permit repricing of stock options or other equity awards without stockholder approval, has no evergreen provision, no liberal share recycling features and does not provide for automatic acceleration of unvested awards in the event of a change-in-control.

Compensation Philosophy and Objectives

How We Determine NEO Compensation

The compensation committee oversees our executive compensation programs with advice from its independent compensation consultant. We generally establish the performance targets for our NEOs during the first quarter of each fiscal year based on our annual operating plan, which is reviewed by our board of directors. Our operating plan reflects what our management and board of directors believe we could achieve if we successfully execute our operational strategies. The financial performance targets used for purposes of executive compensation are generally set based on the operating plan targets. Our compensation decisions also consider published industry survey and peer group data and the individual performance of each executive officer.

Role of our Compensation Committee

Our compensation committee oversees the design and development of our executive compensation program and determines CEO compensation consistent with the overall objectives of the program. The compensation committee also determines compensation for our other NEOs, based on the recommendations from the CEO. For 2020, all members of the compensation committee were independent directors under Nasdaq’s listing standards.

Role of our CEO

Our CEO provides strategic direction for our company, including with regard to compensation matters. During 2020, our CEO met periodically with the compensation committee and the compensation committee's independent compensation consultant to discuss proposed amendments to our executive compensation program, to discuss the 2020 Executive Bonus Plan, to evaluate the performance of the other NEOs, and to make recommendations regarding the form and amount of any changes to the compensation opportunities for the other NEOs. The ultimate decisions in 2020 regarding NEO compensation were, however, made by the compensation committee. Our CEO did not participate in our compensation committee’s deliberations or voting on his compensation. Our CEO met with

the compensation committee to review the structure of our 2021 executive compensation programs and to make recommendations regarding the form and amount of any changes to the compensation opportunities for the other NEOs. Our CEO did not and will not participate in our compensation committee's deliberations or voting on his compensation.

Role of our Independent Compensation Consultant

Each year, our compensation committee engages an independent compensation consultant, which has been Pearl Meyer since October 2009, to advise the compensation committee on executive officer and board compensation. Pearl Meyer acts primarily as an advisor to our compensation committee but may also provide advice to management from time to time on matters presented by management to our compensation committee with the knowledge and consent of our compensation committee. Our compensation committee has the sole authority to engage and terminate its compensation consultant.

The nature and scope of the assignments for Pearl Meyer for 2020 regarding executive officer and board compensation included:

•reviewing our peer group to determine the appropriateness of its composition;

•preparing executive compensation pay studies and competitive assessments to compare our executive compensation to our peer group and published industry survey data;

•preparing a board of directors pay study and competitive assessment to compare pay levels and practices with our peer group;

•providing input on structuring of performance-based awards; and

•advising on regulatory changes and their potential impact on our executive compensation programs.

The compensation committee has considered and assessed all relevant factors including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Pearl Meyer. Based on this review, we are not aware of any conflict of interest affecting the work performed by Pearl Meyer.

Market Data and Peer Group Analysis

For purposes of comparing our executive compensation program with market practices, our compensation committee, with the assistance of its independent compensation consultant, reviews executive compensation benchmarks from a peer group of publicly-traded companies, which we refer to as the “Avid Peer Group.”

Our compensation committee reviews the companies in the Avid Peer Group annually to confirm that they remain appropriate benchmarks. During its annual review, the compensation committee seeks, when practical, to maintain consistency in the peer group from year to year. In 2020, the compensation committee, with the assistance of Pearl Meyer, analyzed each company in the peer group to ensure that it still generally fits our selection criteria and that the peer group’s financial summary statistics are generally aligned with our current size operating profile and business focus. In recognition of the company's current annual revenue and valuation, we focused on companies offering comparable services, products, and product complexity, of a comparable size with respect to revenue (approximately 1/3rd to 3 times that of our company), with market capitalization generally less than $2.0 billion, and of comparable ownership structure. As a result of its review of the Avid Peer Group in 2020, the compensation committee removed Carbonite, Inc. and Monotype Imaging Holdings, Inc., which were both acquired, and added A10 Networks, Inc., Benefitfocus, Inc., CalAmp Corp., Limelight Networks, Inc., Telenav, Inc. and Zix Corporation, leaving a peer group of 18 companies consisting of the following companies:


3D Systems Corporation	CalAmp Corp.	OneSpan Inc.
A10 Networks, Inc.	Calix, Inc.	Progress Software Corporation
Altair Engineering Inc.	Harmonic Inc.	Ribbon Communications Inc.
Benefitfocus, Inc.	IMAX Corporation	Shutterstock, Inc.
Box, Inc.	Limelight Networks, Inc.	Telenav, Inc.
Brightcove Inc.	MicroStrategy Incorporated	Zix Corporation

In addition to reviewing the executive compensation practices of companies in the Avid Peer Group, our compensation committee, with the assistance of Pearl Meyer, also reviews executive compensation from published industry compensation surveys for purposes of comparing our executive compensation program with market practices. We refer to these surveys collectively as the “published industry survey data.”

Our compensation committee reviews the executive compensation practices of companies in the Avid Peer Group and the published industry survey data to determine whether our NEOs' base salary, total annual cash compensation and total direct compensation (base salary, annual cash incentive compensation and grant date fair value of equity-based awards) are within a reasonably competitive range. Our compensation committee uses target percentiles from the Avid Peer Group and published industry survey data as one factor when setting NEO compensation, but also considers the experience, performance levels and potential performance levels of the executive officer, challenges facing the company and changes in duties and responsibilities. Our compensation committee believes that if an executive officer contributed to the achievement of performance goals established by the compensation committee, then the executive officer should have the opportunity to receive compensation that is competitive with comparable industry norms. Therefore, the compensation committee considers the compensation levels of our executive officers in comparison to the percentiles from survey data for similarly situated executives, but such percentiles do not on their own drive our compensation levels - rather, they are used as a market reference.

Elements of Executive Compensation

Compensation Elements

Our executive compensation program has the following elements:


Element			Description
Base Salary			Fixed annual cash amount based on competitive salary data
Annual Performance-Based Cash Bonuses			Variable annual cash payment based on the achievement of pre-established company goals designed to drive growth, improve profitability and cash flow and ultimately stockholder value
Long-Term Equity Awards			Time-based and performance-based equity awards
Other Benefits			Benefits provided to full-time employees generally (e.g. 401(k), health and insurance benefits, and employee stock purchase plan), and limited non-cash compensation designed to attract and retain NEOs and provide a competitive compensation package
Post-Employment Payments			Contingent in nature and payable only if an NEO’s employment is terminated as specified in employment agreements and offer letters

Compensation Mix

In accordance with our pay-for-performance philosophy, the following chart illustrates the designed mix of target pay for our 2020 NEOs amongst each element of direct compensation, comprised of 2020 base salary, target bonus for 2020 and the grant date fair value of long-term equity-based incentives awarded in 2020.

(1) Former CLO

As shown in the chart above, for 2020, approximately 83.0% of Mr. Rosica's; 76.9% of Mr. Gayron's; 74.8% of Mr. Cordiner's; 71.4% of Mr. Ruzicka's; 56.5% of Mr. Claman's, and 73.6% of Mr. Duva's direct compensation (comprised of the elements shown above) was designed to align with stockholder value by being directly tied to company performance or being in the form of equity compensation. We intend to continue to tie a majority of executive compensation to the company's financial and operating performance. A description of the equity awards granted to our NEOs is provided below under “The 20 20 Executive Compensation Program in Detail - Long Term Equity Incentive Compensation.”

In awarding long-term equity incentives for 2020 to our NEOs, the compensation committee determined a dollar value for each NEO's award, then converted this amount into RSUs (half of which were time-based and half of which were performance-based) using a stock price of $6.23 as of March 15, 2020, the date of approval.

The 2020 Executive Compensation Program in Detail

Base Salaries

Consistent with our compensation committee’s philosophy of tying executive compensation to our financial performance, our executives receive a relatively small percentage of their overall target compensation in the form of base salary. Base salaries for our executive officers are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities.

Mr. Claman was the only one of our NEOs to receive an adjustment to his base pay during 2020 as he was promoted to his current position effective October 2020. Positioning of our NEOs salaries varies by individual, reflecting individual-specific factors such as, but not limited to, time in role, prior job, pay history and performance. Based on these factors, we attempted the position the salaries of our NEOs, in aggregate, in close proximity to the market median of the Avid Peer Group and published industry survey data. The below chart shows the year-over-year comparison of base salaries.


Executive	Annualized FYE 2019 Base Salary		Annualized FYE 2020 Base Salary		% Increase	Rationale
Jeff Rosica	$	550,000	$	550,000	—%	N/A
Kenneth L. Gayron	$	370,000	$	370,000	—%	N/A
Tom Cordiner (1)	$	382,473	$	382,473	—%	N/A
Dana Ruzicka	$	340,000	$	340,000	—%	N/A
Tim Claman	$	280,000	$	308,000	10%	New role
Jason Duva	$	390,000	$	390,000	—%	N/A

(1) Mr. Cordiner’s annual base salary was converted from GBP to U.S. dollars using the currency exchange rate of 1.3662 as of December 31, 2020.

Annual Performance-Based Cash Awards

Each year, we adopt an executive bonus plan that provides for cash incentive payments to our executive officers upon the achievement of certain performance objectives set forth in the plan. The performance objectives are generally reviewed and evaluated based on our annual operating plan. Our executive bonus plan is designed to provide an annual variable cash incentive to motivate participants to achieve company performance objectives and to reward participants for their achievements when those objectives are met. Executive bonus plan results and payment amounts are generally determined following the subject year, after audited financials have been completed and announced, and any earned amounts may be paid at any time after the filing of the company’s annual report and before December 31 of the year following the plan year, in management’s discretion.

Fiscal Year 2020 Executive Bonus Plan. On March 15, 2020, our compensation committee adopted the 2020 Executive Bonus Plan. For purposes of the 2020 Executive Bonus Plan, the performance metrics were weighted as follows: Free Cash Flow, 40%; Strategic Revenue, 30%; and Adjusted EBITDA, 30%. The compensation committee set the 2020 performance metrics at levels meaningfully above our 2019 performance, which required significant growth and a continued stringent implementation of our efficiency initiatives. Despite the COVID-19 pandemic and its significant global impact, and having considered these potential impacts, the compensation committee did not adjust these performance metrics and related achievement levels. The compensation committee believes that these three performance measures correlate strongly with stockholder value and that using a combination of these metrics provides an effective way to measure our executive team's ability to create sustainable EBITDA growth and successfully manage our liquidity. Adjusted EBITDA and Strategic Revenue measure profitability, Strategic Revenue measures top-line growth and quality of revenue, and Free Cash Flow measures our financial flexibility at a time in which our board and, we believe, our stockholders are focused on liquidity.

For purposes of the 2020 Executive Bonus Plan, Adjusted EBITDA is defined as net income or loss before interest, taxes, depreciation, stock-based compensation, and amortization, adjusted for certain non-operating charges, such as restructuring, mergers and acquisitions, and management change expenses (among others). Free Cash Flow is defined as GAAP operating cash flow less capital expenditures. Strategic Revenue is defined as subscription and maintenance revenue as reported in our annual report on Form 10-K for the fiscal year ended December 31, 2020.

Each of the performance metrics had a threshold, target and maximum level of payment opportunity associated with payouts equal to 50%, 100% and 200% of target opportunity, respectively. For performance in between threshold and target, or in between target and maximum, payouts are interpolated. The target payout level for Mr. Rosica was 120% of his base salary; for Messrs. Gayron and Duva was 65% of their base salary; and for Messrs. Ruzicka and Claman was 50% of their base salary. Mr. Cordiner's 2020 Non-Equity Compensation plan was comprised of two components, with a target payout level of 60% of his base salary determined by achievement of the metrics under the 2020 Executive Bonus Plan, and a target payout level of 40% of his base salary based on his sales performance.

The maximum payment opportunity for each of our executives was set at 200% of the target opportunity. Failure to attain the threshold goal for each performance metric results in forfeiture of the associated opportunity. The payment amount to be earned by each NEO under the 2020 Executive Bonus Plan was determined based on three variables: (1) the participant’s annual incentive target opportunity, which is based on a percentage of the participant’s base salary, as described above; (2) the compensation committee’s assessment and certification of our performance compared with the targets for each of the above-referenced performance objectives, with any adjustments applied; and (3) relative weightings for each performance objective.

At the time our compensation committee approved the 2020 Executive Bonus Plan, it believed each of the target levels was aggressive but achievable based on the company’s annual operating plan for 2020. The compensation committee believed that using a combination of several metrics provided a more comprehensive assessment of our executives' success in driving long-term stockholder value creation, particularly while the company focuses on the generation of high-quality Strategic Revenue and Free Cash Flow.

The following table sets forth the performance metric target levels approved by the compensation committee in March 2020 and the actual levels achieved, calculated in accordance with the 2020 Executive Bonus Plan (all in millions).


Levels	Free Cash Flow		Adjusted EBITDA		Strategic Revenue(1)
Threshold	$	27.0	$	66.0	$	180.0
Target	$	34.6	$	73.5	$	190.0
Maximum	$	49.9	$	88.2	$	209.0
Actual	$	33.9	$	58.6	$	199.2

(1) Strategic Revenue targets are set and measured using constant exchange rates in order to eliminate the effects of exchange rate fluctuations and to correlate with our annual operating plan.

Based on the actual results above, the compensation committee determined that the company did not achieve the threshold performance level for Adjusted EBITDA, but did achieve the threshold level of performance for Free Cash Flow and the target level of performance for Strategic Revenue. As a result, the compensation committee approved an 82.7% of target level payout under the 2020 Executive Bonus Plan.

Payouts under 2020 Executive Bonus Plan. Below are each NEO’s target and approved bonus payouts under the 2020 Executive Bonus Plan, based on the 82.7% achievement of the target performance level.


Named Executive Officer	2020 Annual Incentive Payout Target		Target (% of base salary)	Actual 2020 Annual Incentive Payout
Jeff Rosica Chief Executive Officer and President	$	660,000	120%	$	545,820
Kenneth L. Gayron Chief Financial Officer and Executive Vice President	$	240,500	65%	$	198,894
Tom Cordiner (1) Chief Revenue Officer and Senior Vice President	$	229,484	60%	$	189,783
Dana Ruzicka General Manager, Audio & Music Solutions and Senior Vice President	$	170,000	50%	$	140,590
Tim Claman (2) General Manager, Video, Post & Storage Solutions and Senior Vice President	$	107,206	50%	$	88,659
Jason A. Duva (3) Former Chief Legal and Administrative Officer and Executive Vice President	$	390,000	65%	$	210,912

(1) Mr. Cordiner's 2020 Non-Equity Compensation plan is comprised of two components, with a target payout level of 60% of his base salary based on achievement of the metrics under the 2020 Executive Bonus Plan, and a target payout level of 40% of his base salary based on his sales performance. In addition to his payout under the 2020 Executive Bonus Plan, Mr. Cordiner also earned $189,142 in commissions based on his sales performance for 2020. Mr. Cordiner’s annual incentive payouts were converted from GBP to U.S. dollars using the currency exchange rate of 1.3662 as of December 31, 2020.

(2) Mr. Claman was appointed to his current position effective October 2020. His actual 2020 Annual Incentive Payout is pro-rated based on the number of days during 2020 in his prior position and base salary and the number of days in 2020 at his current position and base salary.

(3) Pursuant to Mr. Duva's employment agreement, he was paid his target bonus for 2020 prorated for the number of days he was employed by the company in 2020.

Long-Term Equity Incentive Compensation

Long-term equity incentive compensation is intended to represent the largest portion of total compensation for our executive officers. Generally, our compensation committee awards equity-based awards to our executive officers when they join our company or are promoted, in recognition of past performance and for retention purposes. The compensation committee bases these awards on the executive officer’s job level and experience, the requirements and importance of the position, individual contributions, and the need to retain qualified officers, particularly during a challenging period. The compensation committee also considers compensation for similar roles based on the Avid Peer Group and published industry survey data. Our long-term incentive awards are generally a mix of time and performance-based RSUs.

2020 Equity Grants. In March 2020, the compensation committee approved the grant of RSUs to our NEOs as set forth below. 50% of the granted RSUs are subject to time-based vesting and 50% of the granted RSUs are subject to performance-based vesting.


NEO	Title	Target Dollar Amount of time-based RSUs	Target Dollar Amount of performance-based RSUs
Jeff Rosica	Chief Executive Officer and President	$975,000	$975,000
Kenneth L. Gayron	Chief Financial Officer and Executive Vice President	$475,000	$475,000
Tom Cordiner	Chief Revenue Officer and Senior Vice President	$350,000	$350,000
Dana Ruzicka	General Manager, Audio & Music Solutions and Senior Vice President	$325,000	$325,000
Tim Claman (1)	General Manager, Video, Post & Storage Solutions and Senior Vice President	—	—
Jason A. Duva	Former Chief Legal and Administrative Officer and Executive Vice President	$400,000	$400,000

(1) Mr. Claman was appointed to his current executive officer position effective October 2020.

The long-term incentive values approved by our compensation committee are converted into number of RSUs granted based on the closing price of our stock on the date of grant. For more details on the valuation of the RSUs granted to our NEOs, see footnote 3 to our “Summary Compensation Table."


NEO	Title	No. of time-based RSUs (1)	Target No. of performance-based RSUs (2)
Jeff Rosica	Chief Executive Officer and President	156,500	156,500
Kenneth L. Gayron	Chief Financial Officer and Executive Vice President	76,243	76,243
Tom Cordiner	Chief Revenue Officer and Senior Vice President	56,179	56,179
Dana Ruzicka	General Manager, Audio & Music Solutions and Senior Vice President	52,166	52,166
Tim Claman (3)	General Manager, Video, Post & Storage Solutions and Senior Vice President	32,886	—
Jason A. Duva (4)	Former Chief Legal and Administrative Officer and Executive Vice President	64,205	64,205

(1) Time-based. The time-based RSUs vest as follows: 33.33% vest on the first anniversary of the grant date and an additional 8.33% vest every three months thereafter.

(2) Performance-based. The performance-based RSUs shown in the table above are subject to three-year vesting where the final payout is based on the company's total shareholder return relative to the TSR of the Russell 2000 Index.

(3) Mr. Claman was appointed to his current executive officer position effective October 2020. 3,819 of Mr. Claman's time-based restricted stock units were granted on June 15, 2020 as part of an annual performance bonus program available to all non-executive employees for performance in fiscal year 2019; 100% of the shares vest on the first anniversary of the vesting start date. 4,926 of Mr. Claman's time-based restricted stock units were granted on July 22, 2020 as part of a key employee long-term incentive award program available to all non-executive employees.

(4) All of Mr. Duva's unvested RSUs were forfeited upon his leaving employment with the Company.

The performance-based RSUs (the "Performance RSUs") vest based on a relative total shareholder return ("TSR") measurement. The Performance RSUs are subject to three-year vesting (the "Measurement Period") where final payout is based on the company's TSR relative to the TSR of the Russell 2000 Index (the "Index"). The company's

TSR will be measured against the Index's TSR for the separate one-, two-, and three-year measurement periods (each a "Performance Period") that comprise the Measurement Period. If, during the first one- and two-year Performance Periods, the company's TSR at least equals the Index's TSR, then 150% of one-third and two-thirds, respectively, of the total Performance RSUs awarded to each executive may be accelerated and vest for such Performance Period. Vesting for each Performance Period will be adjusted up or down based on the difference between the TSR of the Company and of the Index multiplied by a scaling factor of two. Any Performance RSUs that vest in either of the first one- or two-year Performance Periods will be subtracted from the Performance RSUs that are eligible for vesting in later Performance Periods.

Any vested RSUs are settled solely in shares.

TSR is calculated using the volume weighted average stock price for any 20 consecutive trading days prior to March 15 of each Performance Period. Vesting for each Performance Period is capped at 150% of the target Performance RSUs awarded to each executive. Additionally, a maximum of 100% of the target Performance RSUs awarded to an executive may vest if the company's TSR is negative and no Performance RSUs will vest if both the company's TSR and its TSR relative to the Index are negative.

The company's TSR (calculated as described above) for the Performance Period of March 15, 2020 to March 15, 2021 was 181.01% and the Index's TSR for the same Performance Period was 95.14%, resulting in a relative TSR of 85.87%. Consequently, 150% of the target amount of Performance RSUs vested as of March 15, 2021 for this Performance Period.

Except to the extent an NEO’s employment agreement provides otherwise, vesting of performance-based RSUs is conditioned on the NEO being employed by the company on the date the final vesting determination is made. With respect to 2020 awards, any shares that have not vested by March 15, 2023 will be forfeited.

Employment and Severance Agreements with our Named Executive Officers

Our executive officers are entitled to benefits in the event their employment terminates under specified circumstances. Our compensation committee believes the severance and change-in-control benefits offered are appropriate to properly incentivize the executive during a change-in-control process and consideration of the time expected to take an executive officer to find alternative employment. Our company also benefits under these arrangements by requiring the executive officer to sign a general release of claims against the company and that includes non-competition and non-solicitation provisions as a condition to receiving severance or change-in-control benefits. Our compensation committee believes these arrangements also protect stockholder interests by enhancing our executive officers’ focus during a potential or actual change-in-control by providing incentives to executive officers to remain with the company despite uncertainties about their future role at the company while a transaction is under consideration or pending.

Mr. Rosica's Employment Agreement

Term. Mr. Rosica's agreement was effective as of February 26, 2018. His employment may be terminated at any time, subject to the terms and conditions of his agreement.

Bonus. Mr. Rosica's annual target cash bonus is equal to 120% of his annual base salary. His maximum annual cash bonus is 200% of his target opportunity.

Other Benefits. Mr. Rosica is entitled to benefits available to other full-time employees (such as Flexible Paid Time Off ("FPTO"), 401(k), health insurance benefits, life insurance and employee stock purchase plan).

Severance. The agreement provides that, if Mr. Rosica's employment is terminated by the company without cause, or by him for good reason, as defined in the agreement, other than in connection with a change of control of the company, he will, subject to signing a release, be entitled to receive, in addition to any unpaid salary, benefits and bonus earned for the preceding year, (i) 12 months base salary, (ii) an amount equal to his target annual cash bonus, and (iii) a pro-rata portion of his bonus at target level for the year of termination, each paid in accordance with the company's regular payroll schedule, plus (y) a lump sum payment equal to 12 times the monthly amount we pay for health benefits, and (z) outplacement services.

In addition, any time-based vesting equity awards held by Mr. Rosica will vest as to an additional number of shares equal to the number of shares that would have vested if he had continued working for 12 months after the date of termination. Performance-based awards continue to vest through the end of the fiscal year of termination.

The agreement also provides that if Mr. Rosica's employment is terminated by the company without cause or by him for good reason within 12 months after a change of control of the company, Mr. Rosica will, subject to signing a release, be entitled to receive, in addition to any unpaid salary, benefits and bonus earned for the preceding year, (i) 24 months base salary, (ii) an amount equal to two times his target annual cash bonus, and (iii) a pro-rata portion of his bonus at target level for the year of termination, each paid in a lump sum, plus (y) a lump sum payment equal to 24 times the monthly amount we pay for health benefits, and (z) outplacement services.

In addition, any time-based vesting equity awards held by Mr. Rosica will vest immediately. Performance-based awards will vest immediately at target levels as determined by the compensation committee.

In the event of his disability, Mr. Rosica will be entitled to receive his base salary for one year, payable in accordance with the company's regular payroll schedule, and (ii) any earned but unpaid bonus earned for the preceding year, payable in a lump sum.

Non-compete. Mr. Rosica is subject to a non-competition obligation extending for either 12 or 24 months after the termination of Mr. Rosica’s employment, depending upon the circumstances of his termination.

Employment Agreement and Offer Letters with our Other Named Executive Officers

The employment terms of our other named executive officers are governed by employment agreements or offer letters, which generally provide for the executive’s salary, sign-on bonus, if any, bonus eligibility, initial equity awards, and other benefits. Each of our executives' respective annual cash bonus is generally set at a target of 50% to 70% of base salary, with a maximum annual cash bonus of 200% of target bonus. Each of our named executive officers are entitled to FPTO and benefits available to other full-time employees (such as 401(k), health insurance benefits, life insurance and employee stock purchase plan).

The employment agreements or offer letters also provide that if we terminate the executive’s employment in the executive's role without cause (as defined in the offer letter), the executive, subject to signing a release of claims against the company, will be entitled to receive, in addition to any unpaid salary and benefits, an amount equal to (i) six or twelve months base salary, (ii) pro-rated annual incentive bonus for the year in which the termination occurs, provided that such bonuses are paid to other officers who remained employed by the company, and (iii) cash payments in lieu of health benefits for six or twelve months following the termination date. In the event of a termination by the company without cause within 12 months after a change-in-control of the company, the executive is entitled to an additional six months of base pay and vesting of 100% of any unvested equity awards. The executive is subject to a non-competition obligation extending for either 12 or 18 months after the termination of his or her employment, depending upon the circumstances of his or her termination.

Please see “Compensation Tables - Potential Payments upon Termination or Change-in-Control” for current values of the severance benefits provided to our NEOs.

Stock Ownership Guidelines

The Company's stock ownership guidelines require our executive officers to hold our common stock in an amount at least equal to a multiple of their base salary as determined by their position. The guidelines range from 0.75 times base salary for certain of our executive officers to six times base salary for our CEO. Additionally, our executive officers are required to meet the stock ownership guidelines at all times within five years of becoming an executive officer of the Company. For purposes of these guidelines, stock ownership includes restricted stock and restricted stock units, but does not include unexercised options. All of our NEOs who have been subject to the guidelines for five years have met the guidelines’ expectations regarding their stock ownership.

Anti-Hedging and Anti-Pledging Policy

The Company has an Anti-Hedging and Anti-Pledging Policy which prohibits directors and officers of the Company from directly or indirectly hedging against future declines in the market value of any securities of the Company through the purchase of financial instruments designed to offset such risk. This policy also prohibits directors and officers of the Company from pledging any securities of the Company as collateral for loans.

Other Benefits and Perquisites

In general, other benefits and perquisites are not a significant part of our executive compensation program. In special cases, such as in connection with the hiring of executive officers, we have from time to time reimbursed our executive officers for reasonable expenses associated with relocation and associated tax payments and paid sign-on bonuses. We believe these benefits were necessary in order to attract these individuals to join our company and are consistent with market practices.

As a result of threats to the safety and security of Mr. Rosica arising directly as a result of his position as our CEO, the company paid for certain legal expenses for Mr. Roscia to seek an extension of a harassment prevention order to legally bar an individual from, among other places, Avid premises. It was to the company's benefit to have this harassment prevention order in place because of the importance of Mr. Rosica to the company, and we believe that the costs of these services were appropriate and necessary. Although we do not consider the legal services to have provided Mr. Rosica with a personal benefit for the reasons described above, such costs are reported as other compensation to Mr. Rosica in the "All Other Compensation" column in the "Summary Compensation Table" below.

None of our current NEOs is entitled to tax gross-up payments for payments and benefits provided to them. We eliminated legacy gross-up for COBRA payments to one of our executives in 2015. We do not provide our executive officers with other benefits, including financial planning advice, tax preparation services or club memberships.

Our U.S.-based executive officers benefit from the company's FPTO policy which, subject to business needs, provides for salary continuation for absences due to vacation, the employee’s illness or need for preventive care, or that of a family member, the death of an immediate family member, or jury duty. Under the FPTO program, FPTO does not accrue and therefore, the executive is not entitled to any payout of FPTO upon separation from the company.

Our U.S.-based executive officers are also eligible to participate in all of our U.S. employee benefit plans, in each case on the same basis as other U.S. employees who work at least 20 hours per week. These benefits include health and dental insurance, life and disability insurance, and a 401(k) plan. We match 50% of the employee contributions to our 401(k) plan up to a maximum of 6% of the participating employee’s eligible compensation, resulting in a maximum company match of 3% of the participating employee’s eligible compensation, subject to certain additional statutory limitations. We also offer an employee stock purchase plan that allows participants to purchase shares of our common stock at a 15% discount from the fair market value of our common stock at the end of each applicable offering period. Our non-U.S.-based executive officers are entitled to such employee benefits as statutorily prescribed in their home countries and to certain other market prevalent practices.

Non-Qualified Deferred Compensation

Historically, our executive officers, along with our U.S.-based vice presidents and members of our board of directors, were eligible to participate in a non-qualified deferred compensation plan, which we established to provide participants with the opportunity to defer the receipt of up to 60% of their base salary and all or a portion of their bonuses or director’s fees, as applicable. As of December 31, 2020, we had an obligation of $0.5 million under the plan. Effective with respect to compensation for services performed after 2013, we have indefinitely suspended the non-qualified deferred compensation plan and have not offered any of our employees or directors an opportunity to participate in it.

Tax and Accounting Considerations

In structuring our executive compensation programs, our compensation committee takes into account the impact of various tax and accounting rules, including the impact of Section 409A, Section 280G and Section 162(m) of the Internal Revenue Code, as well as Accounting Standards Codification (ASC) Topic 718.

Section 162(m) provides that a public company may not deduct, for federal income tax purposes, compensation in excess of $1,000,000 paid to certain executive officers for any one calendar year. Prior to the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), this deduction limitation did not apply to certain “performance-based compensation” within the meaning of Section 162(m) and related guidance. However, the Tax Act eliminated the “performance-based compensation” exemption for tax years beginning after December 31, 2017, other than with respect to grandfathered amounts. Due to these changes, we cannot guarantee that previously awarded compensation that was intended to satisfy the "performance-based compensation" exemption will be fully deductible if paid after

December 31, 2017. In addition, the Tax Act significantly expanded the definition of "covered employees" under Section 162(m), such that after December 31, 2017, all of our named executive officers (including our chief financial officer) will be subject to the limitation on deductibility under Section 162(m).

Our compensation committee has not adopted a policy requiring all executive compensation to be fully deductible. However, the limitation on deductibility imposed by Section 162(m) is one of the considerations we take into account in designing our executive compensation programs. Our compensation committee reserves the right to use its judgment to authorize compensation payments that are not deductible by reason of the Section 162(m) limitation when it believes these payments are appropriate. Neither the company nor the compensation committee warrants that any compensation payable to an executive or other employee will be deductible.

Compensation Committee Report

The following report of the compensation committee is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation by language in any such filing.

The compensation committee consists of four non-employee directors: Robert M. Bakish, Elizabeth M. Daley, Michelle Munson and Daniel B. Silvers, each of whom is independent under Nasdaq listing standards. The compensation committee has certain duties and powers as described in its charter adopted by the board of directors. A copy of the charter can be accessed from the corporate governance page in the investor relations section of the company’s website at www.ir.avid.com.

The compensation committee has reviewed and discussed with management the disclosures contained in the section of this proxy statement, entitled “Executive Compensation - Compensation Discussion and Analysis.” Based on this review and discussion, the compensation committee recommended to our board of directors that the section entitled “Executive Compensation - Compensation Discussion and Analysis” be included in this proxy statement for our annual meeting.


			Compensation Committee Robert M. Bakish, Chair Elizabeth M. Daley Michelle Munson Daniel B. Silvers

COMPENSATION TABLES

Summary Compensation Table

The following table presents information regarding compensation of each of the NEOs during 2020, 2019, and 2018. A description of our compensation policies and practices as well as a description of the components of compensation payable to our named executive officers is included above under “Executive Compensation - Compensation Discussion and Analysis.”


Name and Principal Position	Year	Salary(1)		Bonus(2)		Stock Awards (3)		Option Awards		Non-Equity Incentive Plan Compensation(4)		Change in pension value and nonqualified deferred compensation earnings		All Other Compensation(5)		Total
Jeff Rosica (6)	2020	$	486,750	$	—	$	2,037,631	$	—	$	545,820	$	—	$	10,277	$	3,080,478
Chief Executive Officer and President	2019	$	550,000	$	—	$	—	$	—	$	135,960	$	—	$	28,269	$	714,229
Chief Executive Officer and President	2018	$	550,000	$	—	$	3,893,930	$	—	$	391,380	$	—	$	5,972	$	4,841,282

Kenneth L. Gayron	2020	$	327,450	$	—	$	992,685	$	—	$	198,894	$	—	$	5,040	$	1,524,069
Chief Financial Officer and Executive Vice President	2019	$	370,000	$	—	$	1,352,313	$	—	$	49,543	$	—	$	9,692	$	1,781,548
Chief Financial Officer and Executive Vice President	2018	$	216,308	$	—	$	499,019	$	—	$	142,617	$	—	$	1,590	$	859,534

Tom Cordiner	2020	$	338,489	$	—	$	731,452	$	—	$	378,925	$	—	$	14,456	$	1,463,322
Chief Revenue Officer and Senior Vice President	2019	$	370,849	$	—	$	703,197	$	—	$	61,141	$	—	$	13,114	$	1,148,301
Chief Revenue Officer and Senior Vice President	2018	$	368,148	$	—	$	477,823	$	—	$	295,243	$	—	$	13,114	$	1,154,328

Dana Ruzicka	2020	$	300,900	$	—	$	679,203	$	—	$	140,590	$	—	$	3,967	$	1,124,660
General Manager, Audio & Music Solutions and Senior Vice President	2019	$	340,000	$	—	$	703,197	$	—	$	35,220	$	—	$	6,834	$	1,085,251
	2018	$	340,000	$	—	$	631,763	$	—	$	100,810	$	—	$	6,672	$	1,079,245

Tim Claman	2020	$	252,108	$	—	$	292,658	$	—	$	88,659	$	—	$	1,636	$	635,061
General Manager, Video, Post, & Storage Solutions and Senior Vice President	2019	$	280,000	$	—	$	119,850	$	—	$	—	$	—	$	1,408	$	401,258
	2018	$	266,000	$	—	$	258,855	$	—	$	—	$	—	$	1,330	$	526,185

Jason Duva	2020	$	253,995	$	—	$	835,950	$	—	$	210,912	$	—	$	169,178	$	1,470,035
Former Chief Legal and Administrative Officer and Executive Vice President	2019	$	390,000	$	—	$

SEC Form DEF 14A filed by Avid Technology, Inc.