DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

AvidXchange Holdings, Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

AvidXchange Holdings, Inc.

1210 AvidXchange Lane

Charlotte, NC 28206

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 3:00 p.m. Eastern time on Thursday, June 26, 2025

Dear Stockholders of AvidXchange Holdings, Inc.:

We cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of AvidXchange Holdings, Inc., a Delaware corporation (“we”, the “Company” or “AvidXchange”), which will be held on Thursday, June 26, 2025 at 3:00 p.m. Eastern time in the Stairatorium at our offices located at 1210 AvidXchange Lane, Charlotte, NC, 28206, for the following purposes, as more fully described in the accompanying proxy statement:

To elect three Class I directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

You will be able to vote and ask questions during the meeting. If you need directions to the Annual Meeting so that you may attend in person, please see “About AvidXchange” at the bottom of our investors relations website for a map of our Charlotte, NC location or contact Investor Relations at AvidIR@icrinc.com. As always, we encourage you to vote your shares prior to the Annual Meeting either by telephone, Internet or proxy card to help make this meeting format as efficient as possible.

We have elected to take advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a Notice of Internet Availability of Proxy Materials (the “Notice”), which is first being mailed on or about April 30, 2025, with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice that is being sent to you.

Our board of directors has fixed the close of business on April 28, 2025 as the record date for the Annual Meeting. Only stockholders of record on April 28, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, or by telephone or mail, as soon as possible to ensure that your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from your broker, bank or other nominee.

We appreciate your continued support of AvidXchange.

By order of the Board of Directors,

Michael Praeger

Chief Executive Officer and Chairman of the Board

Charlotte, North Carolina

April 30, 2025

Table of Contents



PROCEDURAL MATTERS			1

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8

PROPOSAL NO. 1 ELECTION OF DIRECTORS			26

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			27

PROPOSAL NO. 3 NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			29

AUDIT COMMITTEE REPORT			30

EXECUTIVE OFFICERS			31

EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS			33

HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT			46

EXECUTIVE COMPENSATION TABLES AND RELATED DISCLOSURES			47

PAY VS PERFORMANCE DISCLOSURE			61

CEO PAY RATIO			66

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			67

DELINQUENT SECTION 16(A) REPORTS			70

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			71

HOUSEHOLDING OF PROXY MATERIALS			73

OTHER MATTERS			73

APPENDIX A			74

AVIDXCHANGE HOLDINGS, INC.

PROXY STATEMENT

FOR

2025 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

This proxy statement (this “Proxy Statement”) and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2025 annual meeting of stockholders (the “Annual Meeting”) of AvidXchange Holdings, Inc., a Delaware corporation (the “Company” or “AvidXchange”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, June 26, 2025, at 3:00 p.m. Eastern time in the Stairatorium at our offices located at 1210 AvidXchange Lane, Charlotte, NC, 28206. The Notice containing instructions on how to access this Proxy Statement and our annual report for the fiscal year ended December 31, 2024 (our “2024 Annual Report”) is first being mailed on or about April 30, 2025 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this Proxy Statement and our 2024 Annual Report, to our stockholders electronically via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 30, 2025 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

Will I receive any other proxy materials by mail?

No, you will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address or emailed to you, please follow the instructions for requesting the materials in the Notice that is being sent to you.

What matters am I voting on?

You will be voting on:

•

the election of three Class I directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

•

a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

•

a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and

•

any other business as may properly come before the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

•

“FOR ALL” in connection with the election of Oni Chukwu, Lance Drummond, and James Hausman as Class I directors of the Company;

•

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

•

“FOR” the non-binding advisory approval of the compensation of the Company’s named executive officers.

What if another matter is properly brought before the meeting?

Our board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Who is entitled to vote?

Holders of our common stock as of the close of business on April 28, 2025, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 206,238,144 shares of our common stock outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote on each proposal.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card, vote live at the Annual Meeting, or vote by proxy through the Internet or by telephone. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you should follow the procedures of your broker, bank or other nominee for obtaining a legal proxy to vote your shares of our common stock live at the Annual Meeting. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

How many votes are needed for approval of each proposal?

•

Proposal No. 1: The election of directors requires a plurality of the votes of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the three nominees who receive the highest number of affirmative “For” votes will be elected as Class I directors. As a result, only “For” votes will affect the outcome, and any shares not voted “For” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will have no effect on the outcome of the

election. You may vote “For All,” “Withhold All” or “For All Except” with respect to the nominees for election as a director.

•

Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 requires a majority of the votes cast. Abstentions will have no effect on the outcome of this proposal. A broker has discretionary power to vote shares without instruction from the beneficial owner on routine matters, such as the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Thus, broker non-votes are not expected on this proposal.

•

Proposal No. 3: The non-binding advisory approval of the compensation of our named executive officers requires a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the two other proposals to be voted on at the Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors and abstentions have no effect on the ratification of the appointment of PricewaterhouseCoopers LLP or the non-binding advisory approval of the compensation of our named executive officers.

What are broker non-votes and do they count for determining a quorum?

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee (1) has not received voting instructions from the beneficial owner of the shares and (2) does not have discretionary voting power with respect to such proposal. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present and entitled to vote or votes cast. A broker has discretionary power to vote shares without instruction from the beneficial owner on routine matters, such as the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Thus, broker non-votes are not expected on Proposal 2. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the non-binding advisory approval of the compensation of our named executive officers. As a result, broker non-votes will have no effect on the outcome of Proposals 1 and 3.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other nominee by the deadline provided in the materials you receive from your broker, bank or other nominee.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our second amended and restated bylaws (“Bylaws”) and Delaware law. The presence, in person or by proxy, of the holders of a majority of the voting power of the issued and outstanding shares of our common stock and entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. On the record date, there were 206,238,144 shares outstanding and entitled to vote. Thus, the holders of at least 103,119,073 shares must be present in person or represented by proxy at the meeting to have a quorum. Abstentions, withheld votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

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by Internet at proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern time on June 25, 2025 (have your Notice or proxy card in hand when you visit the website);

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by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 25, 2025 (have your Notice or proxy card in hand when you call);

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by completing and mailing your proxy card (if you received printed proxy materials); or

•

in person via ballot during the Annual Meeting. You may still attend the meeting and vote in person even if you have already voted by proxy.

If you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you need to obtain a legal proxy from your broker, bank or other nominee in order to vote your shares in person at the Annual Meeting.

Who can attend the Annual Meeting?

You may attend the Annual Meeting only if you are an AvidXchange stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. In order to be admitted into the Annual Meeting, your name must appear on the stockholder list as of the record date and you must present government-issued photo identification (such as a driver’s license). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our common stock on the record date, such as the notice you received from your bank or broker, a bank or brokerage statement, or a letter from your bank or broker showing that you owned shares of our common stock at the close of business on the record date.

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•

entering a new vote by Internet or by telephone;

•

completing and returning a later-dated proxy card;

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notifying the Corporate Secretary of AvidXchange, in writing, at AvidXchange Holdings, Inc., 1210 AvidXchange Lane, Charlotte, NC 28206; or

•

attending and voting via ballot at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy). You may still attend the meeting and vote in person even if you have already voted by proxy.

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

Will my vote be kept confidential?

Yes, your vote will be kept confidential and not disclosed to the Company unless:

•

required by law;

•

you expressly request disclosure on your proxy; or

•

there is a proxy contest.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Joel Wilhite and Ryan Stahl have been designated as proxies by our board of directors. When a proxy is submitted properly, the shares represented by such proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxies will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

How are proxies solicited for the Annual Meeting?

Our board of directors is soliciting proxies for use at the Annual Meeting. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, mail, electronic transmission and/or facsimile transmission. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices you receive to ensure that all of your shares are voted.

Where can I find the voting results of the Annual Meeting?

We expect to announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at:

Attention: Investor Relations

1210 AvidXchange Lane

Charlotte, NC 28206

(646) 677-1892

AvidIR@icrinc.com

We encourage stockholders to contact us by telephone or e-mail instead of physical mail to help ensure timely receipt of any request for proxy materials.

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2026 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than the close of business on December 31, 2025. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

AvidXchange Holdings, Inc.

Attention: Corporate Secretary

1210 AvidXchange Lane

Charlotte, NC 28206

Our Bylaws also establish an advance notice procedure for stockholders who wish to nominate a director and/or present a proposal before an annual meeting of stockholders but do not intend for the nomination or proposal to be included in our proxy statement. Our Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our notice of such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors or any duly authorized committee thereof, or (iii) properly brought before such meeting by an eligible stockholder in

accordance with the procedures set forth in our Bylaws. To be timely for the 2026 annual meeting of stockholders, a written notice must be delivered, mailed and received by our Corporate Secretary at our principal executive offices:

•

not earlier than the open of business on February 26, 2026; and

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not later than the close of business on March 28, 2026.

In the event that we hold the 2026 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be delivered, mailed and received by the Corporate Secretary not earlier than the open of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting, or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

If an eligible stockholder who has notified us of his, her, their, or its intention to present a nomination or proposal at an annual meeting of stockholders does not appear to present his, her, their, or its nomination or proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

Holders of our common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and such other statements and information required by our Corporate Governance Guidelines and Bylaws and should be directed to our Corporate Secretary at the address of our principal executive office.

Our Bylaws also permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws and our Corporate Governance Guidelines. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our Bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of our Bylaws.

Universal Proxy

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 27, 2026.

We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for our 2026 annual meeting. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our board of directors. Our board of directors consists of nine directors, all of whom, other than Michael Praeger, qualify as “independent” under the listing standards of the Nasdaq Global Select Market (“Nasdaq”). Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of April 30, 2025, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors:


	Class		Age		Position		Director Since		Current Term Expires		Expiration of Term For Which Nominated

Directors with Terms Expiring at the Annual Meeting/Nominees

Oni Chukwu ⁽²⁾⁽⁴⁾		I		67		Director		2024		2025		2028

Lance Drummond ⁽²⁾⁽⁴⁾		I		70		Director		2021		2025		2028

James Hausman ^(1)(3)(4)		I		68		Director		2021		2025		2028

Continuing Directors

J. Michael McGuire ^(1)(2)(3)		II		66		Director		2021		2026		N/A

Asif Ramji *⁽²⁾⁽⁴⁾		II		52		Director		2022		2026		N/A

Sonali Sambhus ^(2)(3)(4)		II		50		Director		2022		2026		N/A

Teresa Mackintosh ^(1)(2)(3)		III		52		Director		2021		2027		N/A

Michael Praeger		III		57		Chief Executive Officer, Chairman of the Board		2021		2027		N/A

Arthur J. Rubado ⁽¹⁾⁽³⁾		III		55		Director		2024		2027		N/A

*	Lead Independent Director

⁽¹⁾	Member of the Nominating and Corporate Governance Committee

⁽²⁾	Member of the Human Capital and Compensation Committee

⁽³⁾	Member of the Audit Committee

⁽⁴⁾	Member of Risk Management Committee

Nominees for Director

Oni Chukwu. Mr. Chukwu joined our board in March of 2024. He has served on the board of directors of Yale Ventures since April 2024, Opus Agency (an ABRY Partners company) since January 2021, and Pole Star Space Applications Limited since April 2021. Mr. Chukwu served on the board of directors of Invatron Systems Corp. (a Tailwind Capital company) from July 2020 until its acquisition in September 2024. Mr. Chukwu also served as Chair of the board of directors of Exago Inc. from 2016 until its sale to Insight Software in October 2021 and served on the board of directors of Paya (formerly traded on the NASDAQ as PAYA) from April 2021 through July 2023. From 2013 to 2020, Mr. Chukwu was the Chief Executive Officer of Aventri, a cloud-based enterprise Event Management Software. Mr. Chukwu also served for six months as the Executive Chairman of Aventri’s

board of directors following its acquisition by HGGC, LLC. Prior to his time with Aventri, Mr. Chukwu was an Executive Vice President and the Chief Financial Officer of Triple Point Technology, an enterprise software company, from 2006 to 2013. In addition, Mr. Chukwu served as the Chief Financial Officer of Healthcare Software Synergies before it was acquired by United Healthcare, and at LexBridge Corporation, before it was acquired by PKS. Mr. Chukwu attended the University of New Haven, where he earned an MBA and received an honorary Ph.D. in Business Administration. We believe Mr. Chukwu is qualified to serve on our board of directors due to his substantial experience as a director and an executive, including service as chief financial officer, at high-growth enterprise software companies.

Lance Drummond. Mr. Drummond has served as a member of our board of directors since October 2021. Mr. Drummond is an executive-level business leader with multi-industry experience. Mr. Drummond served as the part-time Executive-in-Residence at Christopher Newport University from September 2015 until May 2017. He retired from TD Canada Trust, a commercial bank, in January 2015, where he was Executive Vice President of Operations and Technology since 2011. Prior to joining TD Canada Trust, from 2009 to 2011, Mr. Drummond was Executive Vice President of Human Resources and Shared Services at Fiserv, Inc., a global fintech and payments company, where he oversaw the company’s shared services, including Fiserv’s Global Services employees in India and Costa Rica. Before joining Fiserv, Mr. Drummond was the Global Consumer and Small Business Banking eCommerce/ATM executive at Bank of America. Prior to his eCommerce/ATM role, he was the Service and Fulfillment Operations executive for Global Technology and Operations. From December 2018 to September 2024, Mr. Drummond served as a member of the Board of Governors of the Financial Industry Regulatory Agency (FINRA) and was Chair of its Audit & Risk Committee. From July 2015 to March 2025, Mr. Drummond was a member of the board of directors at the Federal Home Loan Mortgage Corporation (Freddie Mac), where he served as Non-Executive Chair of the Board and Chair of the Executive Committee. Mr. Drummond is currently a member of the board of directors of United Community Banks, Inc. (NASDAQ: UCBI) and Chair of its Nominations and Governance Committee. Mr. Drummond earned a BS degree in Business Management from Boston University, an MBA degree from the Simon Business School at the University of Rochester, and an MS degree in Management Science from MIT. We believe Mr. Drummond is qualified to serve on our board of directors due to his extensive experience in the operations and technology space and public company board experience.

James (Jim) Hausman. Mr. Hausman has served as a member of our board of directors since October 2021. Mr. Hausman has also served AvidXchange, Inc. as a member of its board of directors since July of 2002 and was Interim Chief Financial Officer from April 2014 to June 2015. Mr. Hausman is a Certified Public Accountant and has 18 years of experience as the chief financial officer for a public, and several private, telecommunications companies. Mr. Hausman began his career at Price Waterhouse, which later became PricewaterhouseCoopers. He has a BS degree in Accounting from the University of Kentucky. We believe Mr. Hausman is qualified to serve on our board of directors due to his extensive experience as chief financial officer of a public company, and due to his extensive knowledge of our Company.

Continuing Directors

J. Michael McGuire. Mr. McGuire has served as a member of our board of directors since October 2021. Mr. McGuire served as the Chief Executive Officer of Grant Thornton LLP, an accounting firm, from January 2015 through February 2019, and as Chief Executive Officer Emeritus from March 2019 until February 2020, when he retired. Prior to joining Grant Thornton, he led various teams for 20 years at Arthur Andersen, a former accounting firm. Mr. McGuire currently sits on the board of directors of Springline Advisory Holdings, LLC. Mr. McGuire has also served on the board of directors of, Akoustis Technologies, Inc. (NASDAQ: AKTS), an acoustic wave technology manufacturer, from August 2020 until June 2024, and has previously served on a number of non-profit boards, including those in business, universities and education, technology, arts, and community. Mr. McGuire received his BS degree in Business Administration, Accounting and Management Information Systems from Bowling Green State University and is a Certified Public Accountant. We believe Mr. McGuire is qualified to serve on our board of directors due to his extensive auditing expertise with 25 years of experience as an audit partner.

Asif Ramji. Mr. Ramji has served as a member of our board of directors since December 2022. Mr. Ramji is the Founder and Chief Executive Officer at Venture Worx (a private advisory and investment firm) and previously served as the Chief Growth Officer and Chief Product Officer at FIS (NYSE: FIS) from February 2020 to May 2021. Prior to joining FIS, he led teams in an executive capacity at Worldpay (NYSE: WP), Vantiv (NYSE: VNTV), and Paymetric. Mr. Ramji currently serves on the board of directors of Cartica Acquisition Corp., Aurora Payment Solutions, TreviPay, HungerRush, TeamSnap, Blankfactor, Tax Status, Global Claims Services and has served on the board of directors of State Bank and Trust from November 2017 to December 2018, Paymetric from October 2011 to May 2017, Patientco from October 2020 to August 2021, Stax from October 2015 to December 2017 and GiveWorx from February 2018 to June 2022. Mr. Ramji sits on several charitable and civic boards of directors, including Children’s Healthcare of Atlanta Foundation and the Woodruff Alliance Theater. He was a 2017 National EY Entrepreneur of the Year for Financial Services award winner. Mr. Ramji has over 20 years of leadership experience in investing in, operating, and scaling companies. He attended Simon Fraser University as well as holds executive certifications in Managing Teams for Innovation & Success and Strategic Negotiation from Stanford University Graduate School of Business and Harvard Business School, respectively. We believe Mr. Ramji is qualified to serve on our board of directors due to his extensive fintech and payment solutions experience as well as his experience in operating and scaling companies.

Sonali Sambhus. Ms. Sambhus has served as a member of our board of directors since December 2022. Ms. Sambhus was head of the Developer & ML (machine learning) Platform at Block, Inc. (formerly Square, NYSE: SQ) from April 2019 to November 2022 and previously served on the Board of Directors at CommonBond.co, a fintech lending company, from April 2021 to July 2022. She has over 20 years of experience in spearheading technology strategies and innovations across diverse industries. Previously, she held executive roles at realtor.com (NASDAQ: NWSA) from January 2017 to March 2019 and Vuclip, Inc. (acquired by PCCW Limited, OTCMKTS: PCCWY) from August 2015 to July 2016. Ms. Sambhus was also the co-founder of 10jumps Inc., which was acquired by Saggezza Inc. Before 10jumps, she spent more than a decade at Cisco Systems, where she was a founding member of Cisco’s collaboration business. Ms. Sambhus received her M.S. in Computer Engineering from Rutgers University in 1999 and has earned a graduate certificate from The George Washington University School of Business. She was recognized as one of the “Top 50 Women in 2020” by The Top 100 Magazine and holds a Fintech Frameworks certification from the University of California, Berkeley. We believe Ms. Sambhus is qualified to serve on our board of directors due to her extensive technological experience in engineering and product development.

Teresa Mackintosh. Ms. Mackintosh has served as a member of our board of directors since October 2021. Ms. Mackintosh is a partner at Blue Star Innovation Partners, a private equity firm investing in software, and has more than 25 years of experience in the accounting, tax and finance functions of global companies. She served as the Chief Executive Officer of Trintech, a computer software company, from February 2016 to April 2023. Prior to joining Trintech, Ms. Mackintosh served as Chief Executive Officer of Wolters Kluwer Tax and Accounting US from October 2013 to January 2016. Ms. Mackintosh received a BBA degree and an MBA from the University of Michigan and is a former Certified Public Accountant. We believe Ms. Mackintosh is qualified to serve on our board of directors due to her experience as an executive officer and her experience serving in oversight roles for accounting and software companies.

Michael Praeger. Mr. Praeger cofounded AvidXchange in April 2000 and has led the company since its founding. Most recently, Mr. Praeger has served as our Chief Executive Officer and as Chairman of our board of directors since October 2021 and also served as our President until January 2023. Mr. Praeger has also served as a member of the board of directors of AvidXchange, Inc. since 2000. Mr. Praeger has spent the last 28 years managing technology and web services-related companies. Prior to establishing AvidXchange, Mr. Praeger co-founded PlanetResume.com, a technology career enhancement and recruiting site that successfully completed its merger with CareerShop.com in November 1999. Prior to that, Mr. Praeger co-founded and served as Chief Executive Officer of InfoLink Partners, a software company specializing in automating the tax billing and collection functions for municipalities along with corporate escheat recovery services. Mr. Praeger received a

BSBA degree in Finance from Georgetown University. We believe Mr. Praeger is qualified to serve on our board of directors due to his extensive knowledge of our Company, as well as his significant operational and strategic expertise.

Arthur J. Rubado. Mr. Rubado joined our board in March of 2024. He has been Managing Partner of iDO Partners since April 2023. Prior to founding iDO Partners, Mr. Rubado served as a Managing Director, Private Equity, and Head of CDPQ U.S. (“CDPQ”). He joined CDPQ in January 2018 and oversaw the Private Equity portfolio in addition to sitting on CDPQ’s International Private Equity Investment Committee. Mr. Rubado has 30 years of operating and investing experience. Before joining CDPQ, he was a Managing Director and Operating Partner at Reservoir Capital, where he worked with portfolio company senior management and directors in healthcare, high tech and services. Previously, he was a Director in Kohlberg Kravis Roberts & Co.’s (“KKR”) operating executive group, KKR Capstone, where he worked in portfolio company leadership and transformation roles. Prior to KKR, he was a founding member of executive management for SmartOps Corporation, an enterprise software developer, which was acquired by SAP AG. Earlier in his career, he was a consultant at McKinsey & Company, and worked in project, risk and operations management roles for the Royal Dutch/Shell Group. Mr. Rubado holds a B.S. in Mechanical & Aerospace Engineering with distinction from Cornell University and an M.B.A. with honors from Harvard Business School. He has previously been a board member at Allied Universal, AlixPartners, Sterling Talent, PetSmart/Chewy, Clarios, ClearTrail Real Estate, Constellation Insurance Holdings, ITI Data, MyEyeDr, TeamHealth, and was Chairman of ClearCaptions LLC. Mr. Rubado has served as a director on the boards of CleanPlanet Chemical since December 2024 and IPC Systems, Inc. since February 2025. We believe Mr. Rubado is qualified to serve on our board of directors due to his track record for driving results and investment returns across diverse technology, healthcare, services, and industrial sectors and organizations, his domestic and international experience, and his service on the boards of directors of other companies.

Composition of Our Board of Directors

The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis and on an ad hoc basis as required. Our board of directors currently consists of nine directors. Our restated certificate of incorporation provides that the authorized number of directors may be fixed by resolution adopted by our board of directors. In accordance with our restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms are expiring will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our restated certificate of incorporation. Our directors are divided among the three classes as follows:

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the Class I directors are Messrs. Chukwu, Drummond, and Hausman, and their current terms will expire at the Annual Meeting, and, if elected at the Annual Meeting, whose subsequent term will expire at our annual meeting of stockholders to be held in 2028;

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the Class II directors are Ms. Sambhus and Messrs. McGuire and Ramji, and their terms will expire at our annual meeting of stockholders to be held in 2026; and

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the Class III directors are Ms. Mackintosh and Messrs. Praeger and Rubado, and their terms will expire at our annual meeting of stockholders to be held in 2027.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The board of directors recognizes that the division of our board of directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in control of our Company. The board of

directors also recognizes and maintains that responses to unsolicited offers must account for, among other considerations, the significant cash resources on our balance sheet, market volatility and the Company’s status as a regulated and licensed money transmitter. In light of these considerations, among others, the board of directors believes that the class structure with its staggered three-year terms assists the board of directors in protecting the interests of the Company’s shareholders in the event of an unsolicited offer for the Company. Because of the additional time required to effectuate a change in control of the board, the board of directors believes that our class structure encourages dialogue and discourages interest from potential parties who may place more value on the Company’s cash assets than its business model or operations. The board continues to periodically discuss and assess the class structuring of the board.

Director Independence

Under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of our board of directors as a listed company. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, human capital and compensation and nominating and corporate committees be independent. Audit committee members and human capital and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director with that listed company.

To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board of directors committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the human capital and compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a human capital and compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships and stock ownership, our board of directors has determined that each of Mses. Mackintosh and Sambhus and Messrs. Chukwu, Drummond, Hausman, McGuire, Rubado, and Ramji do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. Mr. Praeger is not independent under Nasdaq’s independence standards.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related-Party Transactions.” There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

The board of directors has no set policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. Currently, Mr. Praeger serves as Chairman of the Board and Chief Executive Officer. Mr. Ramji serves as our lead independent director. The board of directors believes that this overall structure of a Chairman of the Board and Chief Executive Officer, combined with a lead independent director, results in an effective balancing of responsibilities, experience and independent perspectives that meets the current corporate governance needs and oversight responsibilities of the board of directors.

A number of factors support the leadership structure chosen by the Board, including, among others, Mr. Praeger’s extensive knowledge of all aspects of the Company and its business, risks, industry, and customers. This knowledge enables Mr. Praeger to effectively elevate the most critical business issues for consideration by our board of directors. In turn, Mr. Praeger’s combined role is counterbalanced and enhanced by the oversight and independence of our board of directors and the leadership provided by our lead independent director and independent committee chairs.

As lead independent director, Mr. Ramji presides over executive sessions of our independent directors and serves as a liaison between our Chief Executive Officer and Chairman of the Board and our independent directors. He also performs such additional duties as our board of directors may otherwise determine and delegate. In addition, each of our board committees is comprised of independent directors that provide strong independent leadership for each of these committees. Our independent directors generally meet in executive session after each regular meeting of the board of directors. Our board of directors will continue to evaluate this leadership structure on an ongoing basis based on factors such as the experience of the applicable individuals and the current business environment.

Board Meetings and Committees

Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors currently consists of nine members.

During the fiscal year ended December 31, 2024, our board of directors held seven meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

Although our corporate governance guidelines do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. Those who do attend are expected to answer appropriate questions from stockholders. Each of the nine directors who served on our board of directors at the time of our 2024 annual meeting of stockholders attended the annual meeting.

Our board of directors has established an Audit Committee, a Human Capital and Compensation Committee, a Nominating and Corporate Governance Committee, and a Risk Management Committee. The composition and responsibilities of each of the committees of our board of directors are described below. Each committee of our board of directors has a written charter approved by our board of directors. Copies of each charter are posted on the investor relations portion of our website at www.ir.avidxchange.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available or accessible through our website, and you should not consider it to be a part of this Proxy Statement. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our Audit Committee consists of Mses. Mackintosh and Sambhus and Messrs. Hausman, McGuire, and Rubado. The chairperson of our Audit Committee is Mr. Hausman. Our board of directors has determined that each member of the Audit Committee satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Our board of directors has determined that Mr. Hausman is an “Audit Committee financial expert” within the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our board of directors has examined each Audit Committee member’s scope of experience and the nature of their employment.

The primary purpose of our Audit Committee is to discharge the responsibilities of our board of directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include, among other things:

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selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

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obtaining a formal written statement from the independent registered public accounting firm delineating all relationships between us and such firm and actively engaging in dialogue with such firm with respect to any disclosed relationships;

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helping to ensure the independence of and overseeing the performance of the independent registered public accounting firm;

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reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing with management and the independent registered public accounting firm our interim and year-end operating results;

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reviewing our financial statements and our critical accounting policies and estimates;

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reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

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developing procedures for employees to submit concerns anonymously about questionable accounting and auditing matters and internal accounting controls;

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overseeing our policies on regulatory compliance;

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overseeing compliance with our code of business conduct and ethics;

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reviewing related-party transactions; and

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pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.

Our Audit Committee reviews, discusses and assesses its own performance and composition at least annually. Our Audit Committee also periodically reviews and assesses the adequacy of its charter, including its role and responsibilities as outlined in its charter, and recommends any proposed changes to our board of directors for its consideration and approval.

Our Audit Committee held eight meetings during fiscal year 2024.

Human Capital and Compensation Committee

Our Human Capital and Compensation Committee consists of Mses. Mackintosh and Sambhus and Messrs. Chukwu, Drummond, McGuire, and Ramji. The chairperson of our Human Capital and Compensation Committee is Mr. McGuire. Our board of directors has determined that each member of the Human Capital and Compensation Committee is independent under the listing standards of Nasdaq and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of our Human Capital and Compensation Committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Human Capital and Compensation Committee include, among other things:

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reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers, including our Chief Executive Officer, who may not be present on deliberations of his compensation;

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administering our equity compensation plans and agreements with our executive officers;

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reviewing, approving and administering incentive compensation and equity compensation plans;

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reviewing and approving our overall compensation philosophy;

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reviewing, approving and administering non-employee director compensation;

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reviewing and recommending to our board of directors for approval the frequency with which we conduct a vote on executive compensation, taking into account the results of the most recent stockholder advisory vote on the frequency of the vote on executive compensation, and reviewing and approving the proposals regarding the frequency of the vote on executive compensation to be included in our annual meeting proxy statements;

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administering our compensation recovery policy; and

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reviewing and discussing with management our Compensation Discussion and Analysis, and recommending to our board of directors that the Compensation Discussion and Analysis be approved for inclusion in our annual reports on Form 10-K, registration statements and our annual meeting proxy statements.

Under its charter, our Human Capital and Compensation Committee may form, and delegate authority to, subcommittees as appropriate. Our Human Capital and Compensation Committee reviews, discusses and assesses its own performance and composition at least annually. Our Human Capital and Compensation Committee also periodically reviews and assesses the adequacy of its charter, including its role and responsibilities as outlined in its charter, and recommends any proposed changes to our board of directors for its consideration and approval.

Our Human Capital and Compensation Committee held six meetings during fiscal year 2024.

Human Capital and Compensation Committee Processes and Procedures

Typically, our Human Capital and Compensation Committee meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the chairperson of our Human Capital and Compensation Committee, in consultation with the Chief Executive Officer. Our Human Capital and Compensation Committee meets regularly in executive session. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by our Human Capital and Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Human Capital and Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of our Human Capital and Compensation Committee regarding his compensation or individual performance objectives. The charter of our Human Capital and Compensation Committee grants our Human Capital and Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, our Human Capital and Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that our Human Capital and Compensation Committee considers necessary or appropriate in the performance of its duties. Our Human Capital and Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising our Human Capital and Compensation Committee. In particular, our Human Capital and Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable

fees and other retention terms. Under the charter, our Human Capital and Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to our Human Capital and Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Ms. Mackintosh and Messrs. Hausman, McGuire, and Rubado. The chairperson of our Nominating and Corporate Governance Committee is Ms. Mackintosh. Our board of directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the listing standards of Nasdaq.

Specific responsibilities of our Nominating and Corporate Governance Committee include, among other things:

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identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

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overseeing the evaluation and the performance of our board of directors and of individual directors;

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considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

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overseeing our corporate governance practices;

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contributing to succession planning; and

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developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Our Nominating and Corporate Governance Committee periodically reviews, discusses and assesses the performance of our board of directors and its committees. In fulfilling this responsibility, our Nominating and Corporate Governance Committee seeks input from senior management, our board of directors and others. In assessing our board of directors, our Nominating and Corporate Governance Committee evaluates the overall composition of our board of directors, our board of directors’ contribution as a whole and its effectiveness in serving our best interests and the best interests of our stockholders. Our Nominating and Corporate Governance Committee reviews, discusses and assesses its own performance and composition at least annually. Our Nominating and Corporate Governance Committee also periodically reviews and assesses the adequacy of its charter, including its role and responsibilities as outlined in its charter, and recommends any proposed changes to our board of directors for its consideration and approval.

Our Nominating and Corporate Governance Committee held four meetings during fiscal year 2024.

Risk Management Committee

Our Risk Management Committee consists of Ms. Sambhus and Messrs. Chukwu, Drummond, Hausman, and Ramji. The chairperson of our Risk Management Committee is Mr. Drummond. Our board of directors has determined that each member of the Risk Management Committee is independent under the listing standards of Nasdaq and SEC rules and regulations.

Specific responsibilities of our Risk Management Committee include, among other things:

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fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks; and

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monitoring and approving our enterprise risk management framework and associated practices.

Our Risk Management Committee held four meetings during fiscal year 2024.

Human Capital and Compensation Committee Interlocks and Insider Participation

During fiscal year 2024, Mses. Mackintosh and Sambhus and Messrs. Chukwu, Drummond, McGuire, Ramji and Harris (until his resignation from the board of directors in March 2024) served on our Human Capital and Compensation Committee, with Mr. McGuire serving as its chairperson. Except as described below in the section titled “Certain Relationships and Related Person Transactions,” no member of our Human Capital and Compensation Committee was, during 2024 an officer, former officer or employee of the Company or had a relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our board of directors or Human Capital and Compensation Committee.

Identifying and Evaluating Director Nominees

Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending candidates for nomination to our board of directors, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in light of the policies and principles in our corporate governance guidelines and may also engage third party search firms to identify director candidates. The Nominating and Corporate Governance Committee may conduct interviews, require the completion of detailed questionnaires and conduct comprehensive background checks or use any other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates to the board of directors for approval as director nominees for election to the board of directors.

Holders of our common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and such other statements and information required by our Corporate Governance Guidelines and should be directed to our Corporate Secretary at the address of our principal executive office. The Nominating and Corporate Governance Committee evaluates director nominees recommended by holders of our common stock using the same evaluation process as used for any other candidate.

Our Bylaws also permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws and our Corporate Governance Guidelines. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals or director nominees that are not intended to be included in a proxy statement.

Minimum Qualifications

Our Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. Some of the specific qualifications that our Nominating and Corporate Governance Committee will also consider include, but are not limited to, such candidate’s (i) level of expertise, (ii) potential conflicts of interests or other commitments, (iii) demonstrated excellence in his or her field, (iv) ability to exercise sound business judgment, (v) contribution to the range of personal background, perspective and experience on the board, (vi) experience as a board member or executive officer of another publicly held company, and (vii) commitment to rigorously representing the long-term interests of the Company’s stockholders. Our Nominating and Corporate Governance Committee also reviews director candidates in the context of the current size and composition of our board of directors, the operating requirements of the Company and the long-term interests of the Company’s stockholders. Our Nominating and Corporate

Governance Committee considers a broad range of backgrounds and experiences and may consider factors as it deems appropriate to maintain an appropriate balance of knowledge, experience and capability.

Our board of directors aims to consider a wide range of qualified candidates from various backgrounds in the pool from which any new independent director nominee is chosen. In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee is independent for purposes of Nasdaq listing rules.

Current Board Composition; Director Skills and Experience Matrix

Our current directors bring a variety of skills, backgrounds and experiences to our board. The makeup of our current board includes two female directors, six male directors and one non-binary director. Of our nine total board members, two directors identify as African American or Black, two directors identify as Asian and five directors identify as White.

The following matrix reflects the skills and experience of our board of directors that are important to the oversight of the Company. The possession of these skills and experience characteristics were self-identified by the directors as part of the company’s annual director questionnaire process. Each member of the board of directors assessed herself or himself as possessing some or a significant level of the listed skills and experience, as bulleted underneath their respective names.

Chukwu

Drummond

Hausman

Mackintosh

McGuire

Praeger

Ramji

Rubado

Sambhus

Public Company Experience

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International Business Experience

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Corporate Governance

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Capital Allocation / Corporate Financing

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Financial Literacy / Expertise

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Information Services and Technology

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Legal / Regulatory / Public Policy

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Marketing / Sales / Business Development

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Risk Management

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Strategic Planning

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Human Resource, Executive Compensation, and Talent Management

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Senior Leadership Experience

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Cybersecurity / Data Privacy

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ESG and Climate Risks

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Industry Experience

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Shareholder Advocacy

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Stockholder and Other Interested Party Communications

Our board of directors provides to every stockholder and any other interested party the ability to communicate with the board of directors as a whole, and with individual directors on the board of directors, through an established process for stockholder communication. For a communication directed to the board of directors as a

whole, stockholders and other interested parties may send such communication to our Corporate Secretary at AvidXchange Holdings, Inc., 1210 AvidXchange Lane, Charlotte, NC 28206, Attn: Board of Directors c/o Corporate Secretary.

For a stockholder or other interested party communication directed to an individual director in his or her capacity as a member of the board of directors, stockholders and other interested parties may send such communication to the attention of the individual director at AvidXchange Holdings, Inc., 1210 AvidXchange Lane, Charlotte, NC 28206, Attn: Name of Director.

Our Corporate Secretary, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to our Chairman of the Board.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of business conduct and ethics is available under the “Investor Relations––Corporate Governance” section of our website at ir.avidxchange.com/corporate-governance/documents-charters. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained in or available or accessible through our website, and you should not consider it to be a part of this Proxy Statement.

Risk Management

Management is responsible for the day-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that it is essential for effective risk management and oversight that there be open communication between management and our board of directors. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deem appropriate.

Our Audit Committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance, and discusses with management and the independent auditor, guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our Human Capital and Compensation Committee assesses risks created by the incentives inherent in our compensation policies. Our Nominating and Corporate Governance Committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance.

Our Risk Management Committee assists our board of directors in fulfilling its oversight responsibilities with respect to identifying, evaluating, and mitigating strategic, operational, and external risks, including, but not limited to, operational, financial, cybersecurity, and information technology risk exposures and the steps taken by management to monitor and control these exposures. Our full board of directors also reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at regular meetings of our board of directors, and evaluates the risks inherent in significant transactions.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by all of our employees (including full time and part time employees, outside directors, officers, and consultants) that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing requirements of Nasdaq. A copy of our insider trading policy is attached as Exhibit 19.1 to our 2024 Annual Report.

Prohibition on Hedging and Pledging Transactions

Further, our insider trading policy prohibits any director, employee (including our executive officers) or consultant to our Company from, among other things, engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to our common stock. These prohibitions do not apply to cashless exercises of stock options under the Company’s equity plans nor to situations approved in advance by our Compliance Officer.

Non-Employee Director Compensation

Compensation Philosophy

The outside director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Employee directors receive no additional compensation for their service as a director. Each independent director is entitled to reimbursement of all reasonable out-of-pocket expenses incurred for their attendance at meetings of our board of directors or any committee thereof.

The non-employee director compensation program consists of two components—cash retainers and annual equity compensation.

Cash Compensation

For 2024, each of our non-employee directors was eligible to receive annual retainers for board and committee service as follows:


	Member Annual Cash Retainer	Chairperson Annual Cash Retainer	Lead Independent Director Annual Cash Retainer

Board of Directors	$30,000	$50,000⁽¹⁾	$50,000

Audit Committee	$10,000	$20,000

Human Capital and Compensation Committee	$7,500	$15,000

Nominating and Corporate Governance Committee	$4,000	$8,000

Risk Management Committee	$5,000	$10,000

⁽¹⁾

Our Chief Executive Officer, Mr. Praeger did not receive a retainer for serving as Chairperson of our board of directors.

All annual cash compensation amounts are payable in equal quarterly installments in arrears, following the end of each quarter in which the service occurred, pro-rated for any partial period of service.

Equity Compensation

In addition to cash retainers, our non-employee directors are eligible for equity compensation pursuant to our non-employee director compensation program, as described below.

Initial Grant

Our non-employee director compensation policy provides that each new non-employee director who joins our board of directors will receive a RSU award for common stock having a value of $185,000 based on the fair market value of the underlying common stock on the date of grant under our 2021 Long-Term Incentive Plan (the “2021 Plan”), with the $185,000 being prorated based on the number of months from the date of appointment until the next annual meeting of our stockholders. Each initial grant will vest on the earlier of (i) the date of the following annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.

Annual Grant

On the date of each annual meeting of our stockholders, each continuing non-employee director will automatically receive a RSU award for common stock having a value of $185,000 based on the fair market value of the underlying common stock on the date of grant under our 2021 Plan. Each annual grant will vest on the earlier of (i) the date of the following annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.

The calculation of the number of shares of RSUs granted under the non-employee director compensation policy will be based on a 10 trading-day average of the closing price of our common stock as reported by Nasdaq with the tenth day being the trading day immediately prior to the date of grant.

Vesting Acceleration

In the event of a change in control (as defined in our 2021 Plan), any unvested portion of an equity award granted under the policy will fully vest immediately prior to the closing of such change of control, subject to the non-employee director’s continuous service with us on the effective date of the change of control.

Compensation Philosophy

The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Employee directors receive no additional compensation for their service as a director. All of our independent directors are entitled to reimbursement of all reasonable out-of-pocket expenses incurred for their attendance at meetings of our board of directors or any committee thereof.

Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned for the year ended December 31, 2024 by each of our non-employee directors who served in such capacity during such year. Mr. Praeger, our Chief Executive Officer, is also the Chairman of our board of directors, but did not receive any

additional compensation for his service as a director. Mr. Praeger’s compensation as a named executive officer is presented in “Executive Compensation—Summary Compensation Table” below.


Name	Fees Earned	Stock Awards⁽¹⁾	All Other Compensation	Total

Oni Chukwu⁽²⁾	$42,500	$234,105	—	$276,605

Lance Drummond	$47,500	$187,284	—	$234,784

Matt Harris⁽³⁾	—	—	—	—

James (Jim) Hausman	$59,000	$187,284	—	$246,284

Teresa Mackintosh	$59,900	$187,284	—	$246,284

J. Michael McGuire	$59,000	$187,284	—	$246,284

Wendy Murdock⁽⁴⁾	$11,250	$47,595	—	$58,845

Asif Ramji	$62,500	$187,284	—	$248,784

Arthur J. Rubado⁽²⁾	$44,000	$234,105	—	$278,105

Sonali Sambhus	$52,500	$187,284	—	$239,784

⁽¹⁾

Amounts reported represent the aggregate grant date fair value of the RSUs granted to the non-employee directors during the fiscal year ended December 31, 2024, computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 14 to our consolidated financial statements included in our annual report on Form 10-K (File No. 001-40898) for the year ended December 31, 2024, filed with the SEC on February 28, 2025. This amount does not reflect the actual economic value that may be realized by the non-employee director, which will depend on factors including the continued service of the non-employee director and the future value of our stock.

⁽²⁾

The annual grants of RSUs associated with the appointments of Messrs. Chukwu and Robado to the Company’s board of directors in March 2024 were prorated and awarded in June 2024. The aggregate grant date fair value of these prorated awards, computed in accordance with FASB ASC Topic 718, was $46,821 for each of Messrs. Chukwu and Robado. Messrs. Chukwu and Robado were elected to the board of directors on March 21, 2024.

⁽³⁾

Mr. Harris waived his annual cash retainer and equity compensation for his service as a director, committee member, committee chairperson, and lead director for the 2024 fiscal year. Mr. Harris resigned from the board of directors of the Company at the conclusion of the board meeting held on March 21, 2024.

⁽⁴⁾	Ms. Murdock resigned from the board of directors of the Company at the conclusion of the board meeting held on March 21, 2024.

The table below shows the aggregate number of unvested stock awards and the aggregate number of unexercised option awards outstanding as of December 31, 2024, by each of our non-employee directors serving on our board of directors during 2024:


Name	Stock Awards (#)	Option Awards (#)

Oni Chukwu	21,360	—

Lance Drummond	17,088	7,836

James (Jim) Hausman	17,088	—

Matt Harris⁽¹⁾	—	—

Teresa Mackintosh	17,088	7,836

J. Michael McGuire	17,088	7,836

Wendy Murdock	—	—

Asif Ramji	17,088	—

Arthur J. Rubado	21,360	—

Sonali Sambhus	17,088	—

⁽¹⁾

Mr. Harris and Ms. Murdock held no awards as of December 31, 2024.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of nine members. In accordance with our restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, three Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of our Company.

Nominees

Our Nominating and Corporate Governance Committee has recommended, and our board of directors has approved, Messrs. Chukwu, Drummond and Hausman as nominees for election as Class I directors at the Annual Meeting. If elected, each of Messrs. Chukwu, Drummond and Hausman will serve as Class I directors until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of our Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR ALL” in connection with the election of each of Messrs. Chukwu, Drummond and Hausman. We expect that Messrs. Chukwu, Drummond and Hausman will each accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter, which will result in no effect on the vote for this matter.

Vote Required

The election of directors requires a plurality of the votes of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes and votes withheld will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL”

OF THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2025. During our fiscal year ended December 31, 2024, PwC served as our independent registered public accounting firm.

Notwithstanding the appointment of PwC, and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our Company and stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Our Audit Committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of PwC, our board of directors may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our Company by PwC for our fiscal years ended December 31, 2024 and 2023, respectively.


Fees	2024	2023

Audit Fees⁽¹⁾	$2,075,000	$2,195,000

Audit-Related Fees⁽²⁾	-	-

Tax Fees	-	-

All Other Fees⁽³⁾	$2,000	$2,000

⁽¹⁾	Audit Fees consist of fees billed for professional services by PwC for the audit of our annual consolidated financial statements, and related services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

⁽²⁾	Audit-related fees consist primarily of fees for accounting consultations and any other audit attestation services.

⁽³⁾	All other fees for fiscal years 2024 and 2023 include expenses associated with financial reporting and SEC filing software.

Auditor Independence

In our fiscal year ended December 31, 2024, there were no other professional services provided by PwC, other than those listed above, that would have required our Audit Committee to consider their compatibility with maintaining the independence of PwC.

Pre-Approval Policies and Procedures

Our Audit Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. Any proposed services exceeding pre-approved cost levels require specific pre-approval by the Audit Committee.

Our Audit Committee at least annually reviews and provides general pre-approval for the services that may be provided by the independent registered public accounting firm. The term of the general pre-approval is 12 months from the date of approval, unless our Audit Committee specifically provides for a different period. If our Audit Committee has not provided general pre-approval, then the type of service requires specific pre-approval by our Audit Committee.

Pursuant to its charter, our Audit Committee may delegate pre-approval authority to one or more Audit Committee members so long as any such pre-approval decisions are presented to the full Audit Committee at its next scheduled meeting. All services performed and related fees billed by PwC during fiscal year 2024 were pre-approved by our Audit Committee pursuant to regulations of the SEC.

Vote Required

The ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025 requires a majority of the votes cast. Abstentions will have no effect on the outcome of this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of PwC, we do not expect any broker non-votes in connection with this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL

YEAR ENDING DECEMBER 31, 2025.

PROPOSAL NO. 3

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. The compensation of our named executive officers is disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, and the other related disclosures. This non-binding advisory vote is commonly referred to as a “say on pay” vote.

Stockholders are urged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our Human Capital and Compensation Committee and our board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals.

As an advisory vote, this proposal is not binding. However, our board of directors and Human Capital and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Our board of directors endorses the Company’s executive compensation program and unanimously recommends that stockholders vote in favor of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Unless otherwise determined by our Board, the next advisory vote on executive compensation will be held at our 2026 annual meeting of stockholders.

Vote Required

This non-binding advisory vote on the compensation of our named executive officers requires a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF

THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is a committee of the Board of Directors comprised solely of independent directors as required by the listing standards of The Nasdaq Stock Market LLC and the rules and regulations of the SEC.

In the performance of its oversight function, the Audit Committee has:

•

reviewed and discussed the audited financial statements with management and PricewaterhouseCoopers LLP;

•

discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and

•

received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding their communications with the Audit Committee concerning independence, and has discussed with them their independence.

Based on the Audit Committee’s review and discussions with management and PricewaterhouseCoopers LLP, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the annual report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

AUDIT COMMITTEE

James (Jim) Hausman, Chairperson

J. Michael McGuire

Teresa Mackintosh

Arthur J. Rubado

Sonali Sambhus

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act

EXECUTIVE OFFICERS

The table below provides details about our executive officers as of April 30, 2025. These officers are appointed by our board of directors and serve at their discretion, continuing in their roles until a successor is elected and qualified, or until they resign or are removed. There are no family relationships among any of our directors or executive officers.


Name	Age	Position

Michael Praeger	57	Chief Executive Officer and Chairman of the Board

Daniel Drees	57	President

Joel Wilhite	55	Chief Financial Officer, Senior Vice President

Angelic Gibson	48	Chief Information Officer, Senior Vice President

Todd Cunningham	59	Chief People Officer, Senior Vice President

Ryan Stahl	50	General Counsel and Secretary, Senior Vice President

Executive Officers

Michael Praeger. Please see the section titled “Board of Directors and Corporate Governance – Continuing Directors” above for Mr. Praeger’s biography.

Daniel Drees. Mr. Drees joined us in April 2018 and has served as our President since January 25, 2023, having previously served as our Chief Growth Officer. Mr. Drees is a seasoned financial technology executive and industry veteran with more than 25 years of experience generating growth at Fortune 500 companies and financial institutions such as General Electric Company (NYSE: GE), Bank of America (NYSE: BAC), Ally Financial Inc. (NYSE: ALLY), and Capital One (NYSE: COF). Most recently, he led the fraud and risk solutions business at Fiserv, Inc. (NASDAQ: FISV) from July 2017 through March 2018, where he focused on enabling financial institutions and their clients to reduce the cost and complexity associated with fraud and compliance through process automation and data analytics. Mr. Drees received his BS degree in Mechanical Engineering from Iowa State University.

Joel Wilhite. Mr. Wilhite joined us in February 2017 as our Chief Financial Officer. Mr. Wilhite brings decades of diverse financial leadership experience to his role. Before joining us, Mr. Wilhite held the position of Chief Financial Officer at Quantros, Inc., a SaaS company that offers an enterprise-wide suite of applications designed to help hospitals better manage the quality and safety of patient care. Prior to Quantros, Inc., Mr. Wilhite was the Senior Vice President of Finance for Benefitfocus.com, Inc. (NASDAQ: BNFT), a leading SaaS provider of benefits administration software and solutions. Prior to Benefitfocus, Mr. Wilhite served in various roles at Blackbaud, Inc. (NASDAQ: BLKB), most recently as the Chief Financial Officer for Blackbaud, Inc.’s international division. Mr. Wilhite began his career as an auditor at KPMG. He received his BS degree with honors in Accounting from the University of South Carolina and is a Certified Public Accountant.

Angelic Gibson. Ms. Gibson joined us in October 2019 as our Chief Information Officer. Ms. Gibson has spent over 20 years in information technology, with experience in building and managing SaaS platforms, enterprise technology systems, as well as management practices supporting databases, networks, telecommunications, and infrastructure. She has built and supported business intelligence platforms, has extensive cloud computing strategic insight, and has experience balancing operational efficiencies with business development and growth. Before joining us, Ms. Gibson served as Senior Vice President of Information Technology at TKXS Inc. from April 2013 to October 2018. Ms. Gibson received her BS degree in Management Information Systems from American InterContinental University.

Todd Cunningham. Mr. Cunningham joined us in August 2014 and has served as our Chief People Officer since March 2020, having previously served as Senior Vice President of Human Capital and Talent Management.

Mr. Cunningham has more than 26 years in Human Resources at public and private companies. His experience covers the full range of Human Resources responsibilities. Before joining us, Mr. Cunningham held senior positions at Bank of America focusing on talent management, development, and organizational effectiveness, where he served in various capacities, including: Senior Vice President of Talent & Development Executive, Global Corporate & Investment Banking; Vice President of Associate Readiness Change Executive — Merrill Lynch Transition; and Senior Vice President of Talent & Development Executive, Consumer & Small Business Banking Division, among others. Mr. Cunningham received a BSBA degree in Human Resources Management from The Ohio State University.

Ryan Stahl. Mr. Stahl joined us in May 2015 and has served as our General Counsel and Secretary since November 2017. Mr. Stahl began his legal career in the corporate and securities practice at Sidley Austin, LLP, focusing primarily on mergers and acquisitions and capital markets offerings. He subsequently held multiple in-house corporate positions in the financial services and technology industries, most recently at Mercury Payment Systems Inc., a privately-held payment processor and technology services provider. Mr. Stahl holds a BS degree from the University of Dayton and a JD degree from the University of Michigan Law School.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) outlines the structure, practices, and objectives of our executive compensation program, as well as the compensation of our named executive officers (NEOs). Our NEOs for fiscal 2024 are:


Michael Praeger		Chief Executive Officer and Chairman of the Board

Daniel Drees		President

Joel Wilhite		Chief Financial Officer, Senior Vice President

Angelic Gibson		Chief Information Officer, Senior Vice President

Ryan Stahl		General Counsel and Secretary, Senior Vice President

Executive Summary

2024 Company Performance Highlights

We are proud of our operational performance amid continued macro headwinds. We firmly executed on the levers we control.

•

While revenue growth was 15.3% in 2024 (below our target of 20% growth), 12.9% excluding float and political contribution, gross and Adjusted EBITDA performance were strong. Adjusted EBITDA is a non-GAAP measure. For a reconciliation of Adjusted EBITDA to net income, please see Appendix A to this Proxy Statement.

•

Progress on initiatives around unit cost reduction continued unabated through actions around standardization, automation and sourcing – including numerous work streams utilizing artificial intelligence across our business – drove gross margin expansion by 450 basis points to 66.8% (or non-GAAP gross margin of 73.6%, up 420 basis points compared to 2023) in 2024. For a reconciliation of non-GAAP gross margin to gross margin, please see Appendix A to this Proxy Statement.

•

Most impressively, we swung to profitability on a GAAP earnings per share basis, to a profit of $0.04 in 2024 from a loss of $(0.23) in 2023.

•

Also of significance, we increased our all-encompassing transaction yield metric, which is total revenues over total transactions, to $5.55, up almost 10% amid a decline in net transaction retention rate to 98.6% in 2024 from 100.9% in 2023.

•

Net cash provided by operating activities was up eight-fold-plus to $71.9 million in 2024. Consequently, we paid off our high interest bank debt of $63 million, further highlighting the cash generating abilities of our business.

•

Moreover, we announced a $100 million share repurchase program—$50 million of which was executed in 2024 – to underscore our solid financial position, return cash to shareholders, manage stock-based compensation dilution and underscore our confidence in the long-term prospects of the business.

Executive Compensation Objectives

At AvidXchange, we know that our success hinges on our ability to attract, motivate, and retain the most talented and visionary leaders in the financial technology and payments spaces. As a result, our executive compensation program is focused on fostering a culture of high-performance and shareholder value creation.

Our approach aligns the interests of our executives with the company’s short and long-term goals. By tying executive compensation directly to company results, we create a true pay-for-performance environment. This incentivizes our leaders to think and act like owners, pursuing growth opportunities and operational excellence.

We also prioritize finding executives who embody a growth mindset. These are individuals with the skills, experience, and creative problem-solving abilities needed to adapt and thrive in a rapidly evolving industry. Our compensation packages are designed to attract and retain these transformative leaders, ensuring we have the right team in place to maximize value for our shareholders.

Our approach considers the competitive landscape within our peer group and the broader software and fintech labor markets. The Human Capital and Compensation Committee regularly reviews our executive compensation program to ensure it supports the company’s strategic direction and core values. We also strive to adopt best practices through ongoing evaluation of our policies and practices.

We believe our executive compensation philosophy is an important tool that helps drive our success, and serves to empower our executives to drive long-term shareholder value.

Strengthening Long-Term and Strategic Performance

Even in challenging economic times, our exceptional company culture and teammates stand out as key drivers of company success. This commitment to cultural excellence was once again validated in fiscal 2024 when we proudly received the prestigious “Great Place to Work” certification from GreatPlacetoWork.com, a global authority on workplace culture, for the third consecutive year.

Our success is the result of deliberate, strategic investments in our most valuable asset: our people. We have built a thriving workplace environment where innovation flourishes and every teammate has the opportunity to reach their full potential. Our teammate engagement scores continue to be very strong and while other companies face challenging retention environments, our attrition rates remain remarkably low, reflecting the strong bonds and sense of purpose we’ve cultivated.

Our commitment to excellence in human capital management is evident through several key achievements:

•

Strategic leadership advancement: We have strengthened our leadership bench by both promoting exceptional internal talent and bringing in transformative external leaders, ensuring a robust pipeline for our future growth

•

Culture of belonging: Our unwavering on our cultural DNA has created an environment where every teammate has the opportunity to feel valued and heard

•

Career development focus: Through targeted personal development programs and meaningful growth opportunities, we’re investing in our teammates’ futures

•

Talent magnetism: Our reputation as an employer of choice continues to attract top talent across all levels of the organization

These achievements are a testament to a tangible culture that puts people first. As we look to the future, this foundation of engagement and excellence positions us well for continued success and sustainable growth.

2024 Compensation Highlights

Our executive compensation program is designed to align the leadership team with the creation of long-term stakeholder value, offering compensation opportunities meaningfully tied to company performance. The charts below illustrate this balance within the target pay mix of our CEO and the average target pay mix of our other NEOs for fiscal year 2024.

LOGO

In 2024, our Annual Incentive Plan continued to be based entirely on measurable financial performance metrics. We selected revenue and Adjusted EBITDA as our financial metrics with weightings of 55% and 45%, respectively.

In addition, for Mr. Praeger, we continued our practice of granting both stock options and restricted stock units (“RSUs”). We targeted roughly 30% of his award value in stock options and the remaining 70% in RSUs. For the other NEOs, we made their 2024 annual awards entirely in the form of RSUs. Our strategic use of RSUs strikes an optimal balance by providing compelling, durable incentives for our leaders while carefully managing shareholder dilution. The Human Capital and Compensation Committee reviews the equity award mix, as well as different equity vehicles, on an annual basis to ensure alignment of interests between NEOs and shareholders.

Executive Compensation Policies and Practices

We do

We do not

✓ Utilize a pay-for-performance philosophy

✓ Use only financial metrics for annual bonus plan

✓ Cap maximum annual bonus payouts

✓ Independent compensation committee

✓ Independent compensation consultant

✓ Benchmark against a reasonable set of market comparators to aid in decision making

✓ Regularly engage stockholders in discussions regarding executive compensation programs

✓ Annual assessment of risk and risk mitigation practices

✓ Regular review of dilution and share utilization as a result of compensation programs

✓ Maintain a compensation recovery policy

✓ Maintain share-ownership guidelines

× Provide guaranteed annual bonus or equity rights

× Provide excessive severance rights

× Grant stock options with exercise prices below 100% of fair market value on the date of grant

× Have executive pension plans or supplemental executive retirement plans

× Pay dividends/dividend equivalents on unvested equity awards

× Permit hedging or, except in very limited circumstances, pledging of Company stock by employees (including officers) or directors

× Offer significant perquisites

× Provide excise tax gross-ups upon a change in control

ESTABLISHING COMPENSATION

Role of the Human Capital and Compensation Committee

All compensation arrangements with our NEOs are overseen and approved by our Human Capital and Compensation Committee. On an annual basis the Human Capital and Compensation Committee:

•

Reviews our executive compensation strategy and approach with consideration for business needs, legal, financial, and regulatory changes as well as annual updates to our executive compensation peer group and related executive compensation market data and trends with input from our CEO and the Human Capital and Compensation Committee’s independent compensation consultant.

•

Certifies achievement of performance plans and determines the related payouts for the prior fiscal year.

•

Assesses performance of the CEO and other NEOs.

•

Reviews the CEO’s self-assessment and may gather input from other members of our board of directors on their perspectives as it relates to the CEO’s pay and performance and Company performance.

•

Approves all aspects of the compensation of our CEO and other executive officers.

•

Provides ad-hoc responses to executive compensation related matters due to changes in personnel and retention considerations.

•

Evaluates overall executive compensation program effectiveness with consideration for whether the program promotes excessive risk-taking.

Role of the Compensation Consultant

The Human Capital and Compensation Committee retains an independent compensation consultant to provide advice and guidance. In fiscal year 2024, the Human Capital and Compensation Committee retained Compensia, Inc. (“Compensia”) as its independent compensation consultant. Compensia provides data and advice on our executive compensation strategy, compensation peer group, market data and pay practices, board of director compensation, proxy advisor preferences, pay for performance alignment, incentive plan design, and our annual compensation risk assessment. Compensia only provided services to the Company that were requested and approved by the Human Capital and Compensation Committee in fiscal year 2024. The Human Capital and Compensation Committee assessed the independence of Compensia pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists or existed during fiscal year 2024 that would prevent Compensia from independently advising the Human Capital and Compensation Committee.

Management’s Role in the Executive Compensation Process

Our executive compensation process combines robust oversight with comprehensive organizational insight. The Human Capital and Compensation Committee draws on deep organizational expertise through regular consultation with our CEO and senior leaders from our Talent, Finance, and Legal departments. Mr. Praeger’s firsthand assessment of executive team performance, combined with cross-functional insights from these key leaders, ensures the Human Capital and Compensation Committee’s decisions are grounded in a thorough understanding of both individual and organizational performance. We maintain strict independence by excluding the CEO from all deliberations and decisions about his own compensation. This collaborative yet carefully governed approach ensures our compensation decisions are both well-informed and objective.

Factors Considered in Setting Pay

The Human Capital and Compensation Committee’s holistic evaluation process considers multiple factors to ensure our compensation decisions are strategic, fair, and aligned with our objectives. Key considerations in our decision-making process include:


Market Competitiveness		• Analysis of relevant market data • Evaluation of strength of retention from existing equity • Review of historical compensation decisions
Performance and Impact		• Assessment of company-wide performance • Evaluation of individual contributions and achievements • Consideration of role scope and strategic importance
Internal Equity and Sustainability		• Analysis of internal pay relationships • Evaluation of tenure and experience • Careful considerations of both cash and equity components within budgetary parameters

Rather than rely on rigid formulas or predetermined rations between executive officers, this flexible approach allows us to make thoughtful, individualized decisions that reflect each executive’s unique contributions and circumstances while maintaining overall compensation harmony across our leadership team.

Compensation Peer Group

On an annual basis, the Human Capital and Compensation Committee reviews and approves a peer group of similarly situated companies. The Human Capital and Compensation Committee reviews potential comparators based on a range of factors including public reporting status, company location, stage and time from IPO, industry (with focus on fintech and SaaS companies), whether it is a competitor for labor, and comparability on financial and valuation metrics including revenue, revenue growth and market capitalization. Compensation data for this peer group is considered along with other market data when setting pay for our NEOs.

The peer group used to inform 2024 compensation decisions included the following companies:



Alkami Technology	Everbridge ⁽¹⁾	nCino
Appfolio	EverCommerce	Olo
Appian	Fastly	Open Lending
BigCommerce Holdings	Flywire	Paymentus Holdings
BILL Holdings	Marqeta	Payoneer Global
BlackLine	MeridianLink	Phreesia
EngageSmart ⁽¹⁾	Model N ⁽¹⁾	Q2 Holdings
		Repay Holdings

⁽¹⁾	Acquired after peer group was created.

ELEMENTS OF COMPENSATION

The primary elements of our executive compensation program include Base Salary, the Annual Incentive Plan, and the Long-Term Incentive (Equity) Program and are summarized below.

Summary of Key Elements of Fiscal 2024 Compensation

Below is a table that contains the key elements of our fiscal 2024 executive compensation program for our NEOs:


Compensation Element	Form	Performance/ Vesting Period	Performance Metric	Alignment of Compensation Objectives	Changes from Fiscal 2023
Base Salary	Cash	—	—	Determined based on market review for the role and adjusted based on performance, potential, relative job value and internal equity	No Change

Annual Incentive Plan	Cash	Fiscal Year	Subject to the achievement of revenue and Adjusted EBITDA metrics	Creates alignment between executive compensation and short-term financial objectives that are geared towards driving longer-term shareholder returns	No Change

Long-Term Incentives	Service-Based RSUs	Vest 25% on February 15^th of year following grant and then quarterly thereafter for 3 years	—	Key for durable retention and alignment to shareholder interests while also minimizing shareholder dilution	100% RSUs granted to NEOs other than the CEO
Long-Term Incentives	Stock Options	Vest 25% on February 15^th of year following grant and then quarterly thereafter for 3 years	Value derived from increase in share price	Incentive to drive long-term performance where realized value ties to share price performance	Granted to CEO Only

Base Salary

Base salary serves as a reliable, consistent source of cash compensation for executives, reflecting their experience, responsibilities, qualifications, and performance. Each year, the Human Capital and Compensation Committee conducts a thorough review of base salaries to attract and retain top talent, ensuring competitive market positioning. Base salary increases are not guaranteed and depend on a detailed assessment of industry standards and each executive’s performance. We believe that by maintaining competitive base salaries, we establish a solid foundation for effective daily business management. In fiscal 2024, base salary decisions for

each executive were carefully reviewed and approved by the Human Capital and Compensation Committee, with insights from Compensia, our Talent team, and our CEO (except for decisions with respect to the CEO’s base salary).

Our NEOs received the base salary increases reflected in the table below.


Name	Position	FY 2024 Base Salary	Change From Previous FY

Michael Praeger	Chief Executive Officer and Chairman of the Board	$525,000	5.0%

Joel Wilhite	Chief Financial Officer, Senior Vice President	$435,000	6.1%

Daniel Drees	President	$445,000	2.3%

Angelic Gibson	Chief Information Officer, Senior Vice President	$400,000	3.6%

Ryan Stahl	General Counsel and Secretary, Senior Vice President	$394,490	3.0%

Annual Incentive Plan

In fiscal year 2024, the executive Annual Incentive Plan was structured as a cash-based bonus opportunity focused exclusively on challenging financial metrics. For fiscal year 2024, the selected metrics were revenue (55% weighting) and Adjusted EBITDA (45% weighting). The maximum payout was capped at 150%. The table below reflects the design of the Annual Incentive Plan, broken down by each financial metric:


		Performance ($000s)
Measure	Weighting	Threshold	Target	Stretch	Maximum ⁽¹⁾
Revenue	55%	$441,884.0	$456,884.0	$461,884.0	$470,590.5
	Performance Scale	96.7%	100%	101.1%	103%
	Payout Scale	50%	100%	125%	150%
Adjusted EBITDA	45%	$80,817.0	$95,817.0	$105,817.0	$110,817.0
Adjusted EBITDA	Performance Scale	84.3%	100%	110.4%	115.7%
	Payout Scale	50%	100%	125%	150%

⁽¹⁾	The stretch and maximum payout opportunities for the revenue metric were reduced from 150% to 125% and 200% to 150%, respectively, for the 2024 plan year as compared to the 2023 plan year.

The Human Capital and Compensation Committee determines eligibility, payout levels and performance targets on an annual basis in the first quarter. For all NEOs, payouts under this plan are considered “at-risk” and are not guaranteed. In the first quarter immediately following the performance year, plan performance achievement is certified by the Human Capital and Compensation Committee. We believe that our Annual Incentive Plan is an effective way to motivate executives to achieve near-term business results that will have a direct impact on our long-term business strategy.

The Human Capital and Compensation Committee reviews and approves target annual incentive opportunities based on review of peer group market data and other factors referenced above. The targets of our NEOs may be adjusted from time to time depending on market movement, strategic priorities, or changes to an executive’s responsibilities.

The table below outlines the target opportunities for all our NEOs:


Name	Position	FY 2024 Target AIP % of Salary	Change from Previous FY

Michael Praeger	Chief Executive Officer and Chairman of the Board	100%	0%

Joel Wilhite	Chief Financial Officer, Senior Vice President	70%	0%

Daniel Drees	President	100%	0%

Angelic Gibson	Chief Information Officer, Senior Vice President	60%	0%

Ryan Stahl	General Counsel and Secretary, Senior Vice President	50%	0%

Award Determination

The goals for each fiscal year are reviewed and approved during the first fiscal quarter by the Human Capital and Compensation Committee. Payouts for our NEOs are earned entirely based on financial performance. The breakdown of how an executive’s annual incentive payout is determined is shown below:

LOGO

Annual Incentive Plan Fiscal Year 2024 Performance

For fiscal year 2024, we did not meet threshold attainment for the revenue metric (55% weighting), while Adjusted EBITDA (45% weighting) performance was 99.4% of target. The resulting payouts relative to these two corporate objectives as a percentage of target was 0% and 98.1%), respectively, which resulted in a weighted payout of 44.1% of target.


($000s) Measure
($000s) Measure	Weighting	Target	Actual Performance	Performance % of Target	Payout %
Revenue	55%	$456,884.0	$438,940.0	96.1%	0%

Adjusted EBITDA	45%	$95,817.0	$95,219.7	99.4%	98.1%

For purposes of the Annual Incentive Plan:

•

Revenue represents total revenues of the Company.

•

Adjusted EBITDA is a non-GAAP measure and is defined as net income before depreciation and amortization, impairment and write-off of intangible assets, interest income and expense, income tax expense (benefit), stock-based compensation expense, transaction and acquisition-related costs

expensed, change in fair value of derivative instrument, non-recurring items not indicative of ongoing operations, and charitable contributions of common stock. For a reconciliation of Adjusted EBITDA to net income, please see Appendix A to this Proxy Statement.

Based on the Annual Incentive Plan outcomes described above, the payouts to our NEOs for fiscal year 2024 were as follows:


Name	Position	Target Award ($)	Actual Award Payout ($)	Actual Award as a % of Target

Michael Praeger	Chief Executive Officer and Chairman of the Board	$525,000	$231,525	44.1%

Joel Wilhite	Chief Financial Officer	$304,500	$134,285	44.1%

Daniel Drees	President	$445,000	$196,245	44.1%

Angelic Gibson	Chief Information Officer	$240,000	$105,840	44.1%

Ryan Stahl	SVP & General Counsel	$197,245	$86,985	44.1%

Long-Term Incentive Plan

Long-term incentives are thoughtfully designed to align the goals of our executives with the Company’s ongoing commitment to creating enduring value and long-term success. The Human Capital and Compensation Committee evaluates our equity award structure annually, adjusting the award vehicle mix and vesting as appropriate to ensure alignment with our company objectives.

Our equity awards aim to provide significant share ownership opportunities, with award sizing carefully determined by the Human Capital and Compensation Committee. This process considers the share pool reserve, executive role, market data, internal equity, strategic importance, individual performance, and potential. For fiscal year 2024, our equity award target mix includes 100% RSUs for our NEOs other than the CEO, and for the CEO, a blend of 70% RSUs and 30% stock options.

The chart below shows the equity awards made to our NEOs during fiscal year 2024. The target dollar values may vary from the Summary Compensation Table values as the values in the Summary Compensation Table are calculated based on disclosure standards and the grant date fair value of the awards as determined under applicable accounting rules. A 10 trading-day average ending the day before the grant date was used to determine the number of RSUs to grant. To determine the number of stock options to grant, we calculated the Black-Scholes value using the closing price on the date of grant.


Name	Position	Total Target Annual Grant Value for FY 2024 (1)	Target RSU Value	Total # of RSUs Granted	Target Stock Option Value	Total # of Stock Options Granted

Michael Praeger	Chief Executive Officer and Chairman of the Board	$7,000,000	$4,900,000	391,905	$2,100,000	346,935

Joel Wilhite	Chief Financial Officer	$3,300,000	$3,300,000	263,936	—	—

Daniel Drees	President	$3,500,000	$3,500,000	279,932	—	—

Angelic Gibson	Chief Information Officer	$2,700,000	$2,700,000	215,948	—	—

Ryan Stahl	SVP & General Counsel	$2,100,000	$2,100,000	167,959	—	—

⁽¹⁾	These awards vest on a 4-year schedule, beginning on February 15^th, 2025 and then quarterly thereafter.

Other Compensation

Retirement Benefits

We currently maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to reduce their current compensation by up to the prescribed annual limit, and contribute these amounts to the 401(k) plan. For fiscal year 2024, we provided matching contributions under our 401(k) plan representing 100% of the first 3%, and 50% of the next 2%, of an employee’s 401(k) plan compensation contributed to the 401(k) as elective deferrals.

Our NEOs did not participate in, or otherwise receive any benefits under any pension or retirement plan sponsored by us during fiscal year 2024.

Deferred Compensation

We have a deferred compensation plan available for the benefit of officers and employees who qualify for inclusion. The plan is described below in connection with the Nonqualified Deferred Compensation Table.

Supplemental Benefits and Perquisites

We provide limited supplemental benefits and perquisites to our NEOs not offered to the general employee population. We provide a reimbursement of financial and tax planning services and credit monitoring services on an annual basis to our executives.

Other Benefits and Reimbursements

Mr. Wilhite, our Chief Financial Officer, receives a $3,000 per month housing and travel reimbursement from the Company. This amount is grossed-up for taxes when paid to Mr. Wilhite.

Share Ownership Guidelines

In December 2023 we adopted share ownership guidelines after reviewing industry best practices with Compensia. Under these guidelines, our NEOs and Directors are required to acquire and maintain shares of our common stock having a value equal to the multiples found in the table below:


Position		Required Ownership Level

Chief Executive Officer		5x annual base salary

Other NEOs		1x annual base salary

Directors		3x annual cash retainer

Compliance will be measured annually on December 1, using a 30-trading day average price. There is a 5-year “phase-in” period for a covered role to comply. If share ownership is not achieved within 5 years, 100% retention of after-tax value for any exercised options or vested RSUs is required until the guidelines are met.

Clawback Policy

In 2023, Nasdaq adopted listing standards that obligated issuers to develop and implement “clawback” policies providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers in the event of a restatement of our financial statements. The SEC rules implemented Section 10D of the Securities Exchange Act of 1934, a provision added by the Dodd-Frank Wall Street Reform and Consumer Protection Act. We have complied with the Nasdaq listing standard by adopting such a

“clawback” policy. This policy applies to erroneously awarded incentive-based compensation received on or after October 2, 2023 and during the applicable lookback period as specified in our clawback policy as administered by the Human Capital and Compensation Committee. For purposes of our policy, the date on which incentive-based compensation is “received” is determined under applicable rules of the SEC, which generally provide that incentive-based compensation is “received” in the Company’s fiscal period during which the relevant financial reporting measure is attained or satisfied, without regard to whether the grant, vesting or payment of the incentive-based compensation occurs after the end of that period. Our policy applies to our executive officers who are subject to Section 16 of the Exchange Act.

•

For purpose of our clawback policy, restatements triggering recovery include the correction of not only material errors in previously reported periods (“Big R” restatements), but also immaterial errors in previously reported periods to avoid a material error in a current period that has not previously been reported (“little r” restatements) – neither “fault” nor misconduct are required.

•

Erroneously awarded compensation subject to recovery includes excess incentive-based compensation that would not have been received based on a restated “financial reporting measure”.

•

Incentive-based compensation is compensation that is granted, earned or vested based, in whole or in part, on the attainment of a financial reporting measure.

Anti-Hedging and Anti-Pledging Policies

Our insider trading policy prohibits any director, employee (including our executive officers) or consultant to our Company from, among other things, engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to our common stock. These prohibitions do not apply to cashless exercises of stock options under the Company’s equity plans nor to situations approved in advance by our Compliance Officer. For example, an exception to these prohibitions may be granted where insiders wish to pledge Company securities as collateral for a loan; in such cases, our Compliance Officer may take into consideration such facts or circumstances as he or she deems appropriate including whether the insider clearly demonstrates the financial capacity to repay or refinance the loan without resort to the pledged securities.

Tax Deductibility of Compensation

Internal Revenue Code Section 162(m) (“Section 162(m)”) disallows a tax deduction to publicly held companies for compensation paid to certain executive officers to the extent that compensation exceeded $1 million per officer. While the Human Capital and Compensation Committee considers the benefit of deducting compensation, it believes that stakeholders’ interests are best served if discretion is used to provide flexibility in determining compensation levels, even if a portion of the compensation may result in a non-deductible compensation expense. The Human Capital and Compensation Committee intends to continue its practice of using discretion in determining compensation levels of executive officers with consideration for the best interests of stakeholders even if some portion of such compensation is non-deductible.

Equity Grant Practices

We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Human Capital and Compensation Committee (or CEO, with respect to

non-executive

awards for which grant authority has been delegated to him) has historically granted such awards on a predetermined annual schedule.

Annual awards to our employees are granted in the first quarter of each fiscal year. Executive awards are approved by the Human Capital and Compensation Committee at a regularly scheduled meeting, unless otherwise determined by the Human Capital and Compensation Committee.

Non-executive

awards are generally approved by our CEO pursuant to his delegation of authority from the Human Capital and Compensation Committee.

In addition to the annual grants, stock awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. These awards are generally approved at the regularly-scheduled quarterly meetings of the Human Capital and Compensation Committee.

For all stock option awards, the exercise price is the closing price of our common stock on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the last trading day preceding the date of grant. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form

8-K

that discloses material nonpublic information.

HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT

The information contained in the following Human Capital and Compensation Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

The Human Capital and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based upon such review and discussions, the Human Capital and Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Human Capital and Compensation Committee of the Board of Directors:

HUMAN CAPITAL AND COMPENSATION COMMITTEE

J. Michael McGuire, Chairperson

Oni Chukwu

Lance Drummond

Teresa Mackintosh

Asif Ramji

Sonali Sambhus

Summary Compensation Table

The table below reflects our NEO compensation for fiscal year 2024, 2023, and 2022.


Name and Position	Year		Salary		Bonus		Stock Awards ⁽¹⁾		Option Awards ⁽¹⁾		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings ⁽²⁾		All Other Compensation ⁽³⁾		Total
Michael Praeger		2024		$520,192		$0		$4,836,108		$2,099,998		$231,525		$0		$13,764		$7,701,587
Chief Executive Officer and Chairman of the Board		2023		$500,000		$0		$4,312,827		$1,849,122		$611,800		$0		$12,516		$7,286,265
		2022		$497,692		$0		$4,200,000		$1,799,481		$648,543		$0		$17,840		$7,163,557

Joel Wilhite		2024		$430,192		$0		$3,256,970		$0		$134,285		$0		$66,422		$3,887,870
Chief Financial Officer, Senior Vice President		2023		$410,000		$0		$1,960,371		$840,509		$351,173		$0		$59,938		$3,621,991
Chief Financial Officer, Senior Vice President		2022		$405,385		$0		$2,100,000		$899,741		$369,780		$0		$51,188		$3,826,093
Daniel Drees		2024		$443,077		$0		$3,454,361		$0		$196,245		$0		$7,679		$4,101,362
President		2023		$428,846		$0		$2,940,561		$1,260,764		$532,266		$0		$13,812		$5,176,249
		2022		$390,385		$0		$2,100,000		$899,741		$425,972		$0		$5,594		$3,821,691
Angelic Gibson		2024		$397,356		$0		$2,664,798		$0		$105,840		$0		$16,190		$3,184,184
Chief Information Officer, Senior Vice President		2023		$384,519		$0		$1,470,276		$630,380		$282,321		$0		$14,040		$2,781,536
		2022		$370,385		$0		$1,399,997		$599,825		$294,034		$0		$15,494		$2,679,735

SEC Form DEF 14A filed by AvidXchange Holdings Inc.