If your shares are held by a broker, your broker cannot vote your shares for non-routine matters, including the election of directors, the advisory vote on 2021 executive compensation, and the proposed approval of an increase in the shares authorized for issuance under our 2014 Stock Incentive Plan, the amendment to our Certificate of Incorporation, the advisory vote on 2022 executive compensation, and the advisory vote on the frequency of future advisory votes on executive compensation unless you provide voting instructions. Therefore, if your shares are held by a broker, please instruct your broker regarding how to vote your shares on these non-routine matters. This will ensure that your sharesvotes are counted with respect to these matters.

    NOTICE IS HEREBY GIVEN that the 20222023 Annual Meeting of Stockholders (the "Annual Meeting") of Avid Technology, Inc., a Delaware corporation (the "company"), will be held on May 18, 202225, 2023 at 8:30 a.m. ET at 75 NetworkBlue Sky Drive, Burlington, Massachusetts (together with adjournments or postponements thereof, the "annual meeting"):

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

    The close of business on March 21, 202227, 2023 is the record date for determining the stockholders entitled to notice of the annual meeting and to vote at the annual meeting and at any adjournments or postponements of the annual meeting.

Set forth below is information regarding each director nominee, including their age as of March 1, 20222023 and information about his or hertheir specific experience, qualifications, attributes or skills that led the board to conclude that he or shethey should serve as a director of Avid.

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

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

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

Our board has adopted stock ownership guidelines for outsidenon-employee directors that are intended to further align the interests of our outsidenon-employee directors with those of our stockholders. Under the guidelines in effect in 2021,2022, our outsidenon-employee directors were expected to hold shares of common stock equal in value to a multiple of threesix times the cash retainer paid to the director in respect of such director's board membership, excluding any cash retainer paid for committee chair service. For purposes of these guidelines, stock ownership includes:

Our executive officers are elected annually by the board and serve at the discretion of the board. Our current executive officers and their ages as of March 1, 20222023 are as follows:

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

Throughout 2021,2022, in addition to the regularly held quarterly board meetings, our directors engaged frequently with the company's executive management to provide thorough risk oversight and guidance during the ongoing COVID-19 pandemic, including subsequent variants. Both individualvariants, and resulting economic and market volatility. Our directors and small groups of directors

met with the executive team numerous times to ensure that the company was addressing actual challenges presented by the pandemic and adequately preparing for actual and potential risks.

In addition to our governance efforts discussed herein, our company ESG reportReport is available on the investor relations section of our website at http://ir.avid.com. The ESG reportReport is not incorporated by reference in this proxy statement.

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

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

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

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

The management of risk is an integral part of board deliberations throughout the year. Management is responsible for the day-to-day management of risks our company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. A fundamental part of risk oversight is to understand the risks that we face, the steps management is taking to manage those risks and to assess our

appetite for risk. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. The board believes that full and open communication between management and the board are essential for effective risk management and oversight. The board and its committees receive regular presentations from senior management on strategic matters involving our operations and areas of material risk to our company, including operational, financial, legal, regulatory and strategic risks, among others. The board and its committees also discuss with management strategies, financial performance, legal developments, key challenges and risks and opportunities for our company. The involvement of the board in the oversight of our strategic planning process is a key part of the board's assessment of the risks inherent in our corporate strategy. Our management uses an enterprise risk management process to identify and assess, and, to the extent practicable, manage and mitigate material risks to our company.

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

At the compensation committee’s direction, our Chief Human Resources Officer and other members of the human resources and legal departments, as well as our independent executive compensation consultant, Pearl Meyer & Partners ("Pearl Meyer"), assisted in a risk assessment of our compensation programs for 2021,2022, including our executive compensation programs. Based on this assessment, we believe that our compensation programs’ design promotes the creation of long-term value and discourages behavior that leads to excessive risk. The compensation committee reviewed and discussed the assessment, and the compensation committee concurred with management’s assessment, that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business.

NineEight of the tennine current members of our board are “independent directors," as such term is defined in Nasdaq's listing standards, and all of the board’s committees are composed entirely of independent directors. There are no family relationships among any of our directors and executive officers. The board determined that the following directors are independent, according to the above definition: Messrs. Asmar, Bakish, Silvers, Wallace and Westley, Dr. Daley and Mses. Boggs Hawthorne and Munson.Hawthorne. In addition, the Board determined that Ms. Munson, who ceased serving as a director in May 2022, was independent. In reaching its determination as to the independence of Messrs. Asmar, Silvers and Westley, the board considered each director's current or past relationship with current or recent significant stockholders of the company, Impactive Capital, LLC, Cove Street Capital, LLC and Blum Capital Partners, L.P., respectively. As CEO, Mr. Rosica is not an independent director.

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

Our board met seventen times and acted by written consent one timesix times in 2021.2022. The non-management directors, all of whom are independent, met regularly in executive sessions at the conclusion of regularly scheduled board meetings and at such other board and committee meetings as desired by the independent directors. During 2021,2022, with the exception of Mr. Bakish,Ms. Munson, each of our directors attended at least 75 percent of the total number of meetings of the board of directors and all committees of the board of directors on which he or shethey served.

While we encourage our directors to attend our annual meetings of stockholders, we do not have a policy requiring their attendance. All of our then-servingcurrent directors attended our 20212022 annual meeting of stockholders.

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

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

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

The audit committee’s responsibilities include:

Our audit committee met four times and did not act by written consent in 2021.2022.

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

The compensation committee’s responsibilities include:

Our compensation committee met threefour times and acted by written consent twothree times in 2021.2022.

The nominating and governance committee’s responsibilities include:

Our nominating and governance committee met four times and did not act by written consent in 2021.2022.

The strategyfinance committee’s responsibilities include reviewing, evaluating and making recommendations to our board with regard to the company's financial and corporate structure, capital structure, financings, strategic plan developed by management.profile, risk profile, mergers and acquisitions, and divestiture activities. The board on August 3, 2022 reviewed and approved the proposal to change the name of the committee from the "strategy committee" to the "finance committee" in order to re-align the committee's responsibilities. Our strategyfinance committee met nineseven times and did not act by written consent in 2021.2022.

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

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

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

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

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

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

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

Our audit committee may approve or ratify the transaction only if it determines that, under the circumstances, the transaction is not inconsistent with our company’s best interests. During 2021,2022, there were no related person transactions proposed or required to be disclosed.

In May 2021,2022, our stockholders approved our say-on-pay proposal with over 99% percent of the votes cast in favor of our executive compensation program. Our executive compensation program uses metrics that we believe are meaningful to our business priorities and stockholders. Consistent with this principle, we use a combination of performance-based restricted stock units ("RSUs") for which vesting is performance-based and RSUs for which vesting is time-based RSUs in our compensation programs. This equity-based instrument mix mitigates potentiallimits stockholder dilution attributable to equity grants as compared to straight equity grants, while improving the alignment between compensation and successful business execution relative to measures that we believe will drive stockholder value creation and that our stockholders have indicated reflect their priorities. We continue to regularly engage with our stockholders on a number of topics, including our business strategy, financial performance, executive compensation and the financial measures used for our performance-based pay. As evidenced by our 20212022 say-on-pay vote results, our stockholders have been supportive of our compensation strategy.

The foundation of our compensation philosophy is to ensure that our executive compensation program is designed to fulfill Avid’s mission — to empower media creators with innovative technology and collaborative tools to entertain, inform, educate and enlighten the world. Our executive compensation philosophy is driven by the following guiding principles:

Our executive compensation philosophy is supported by the following principal elements of compensation:

The charts below show the target annual compensation of our CEO, and our other NEOs for fiscal year 2021.2022. These charts illustrate that the majority of total target compensation is variable (84.1% for our CEO and an average of 72.6%74.2% for our other NEOs).

In accordance with our pay-for-performance philosophy, the above chart illustrates the designed mix of target pay for our 20212022 NEOs amongst each element of direct compensation, comprised of 20212022 base salary, target bonus for 20212022 and the grant date fair value of long-term equity-based incentives awarded in 2021.2022.

In awarding long-term equity incentives for 20212022 to our NEOs, the compensation committee determined a dollar value for each NEO's award, then converted this amount into RSUs (half of which were time-based and half of which were performance-based) using a stock price of $21.75$31.20 as of March 15, 2021,16, 2022, the date of approval.

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

generally set based on the operating-plan targets. Our compensation decisions also consider published industry survey and peer group data and the individual performance of each NEO.

Our compensation committee oversees the design and development of our executive compensation program and determines CEO compensation consistent with the overall objectives of the program. The compensation committee also determines compensation for our other NEOs, based on the recommendations from the CEO. For 2021,2022, all members of the compensation committee were independent directors under Nasdaq’s listing standards.

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

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

Positioning of our NEOs salaries varies by individual, reflecting individual-specific factors such as, but not limited to, time in role, prior job, pay history and performance. Based on these factors, we attempted to position the salaries of our NEOs, in aggregate, in close proximity to the market median of the Avid Peer Group and published industry survey data. The below chart shows the year-over-year comparison of base salaries.

The maximum payment opportunity for each of our executives was set at 200% of the target opportunity. Failure to attain the threshold goal for each performance metric results in forfeiture of the associated opportunity. The payment amount to be earned by each NEO under the 20212022 Executive Bonus Plan was determined based on three variables: (1) the participant’s annual incentive target opportunity, which is based on a percentage of the participant’s base salary, as described above; (2) the compensation committee’s assessment and certification of our performance compared with the targets for each of the above-referenced performance objectives, with any adjustments applied; and (3) relative weightings for each performance objective.

At the time our compensation committee approved the 20212022 Executive Bonus Plan, it believed each of the target levels was aggressive but achievable based on the company’s annual operating plan for 2021.2022. The compensation

The following table sets forth the performance metric target levels approved by the compensation committee in March 20212022 and the actual levels achieved, calculated in accordance with the 20212022 Executive Bonus Plan (all in millions).

As shown in the table above, the company exceeded the targetthreshold level of performance for Free Cash Flow and Strategic Revenue but did not achieve the targetthreshold level of performance for Adjusted EBITDA.EBITDA or Free Cash Flow. The overall level of performance on these metrics, calculated by applying the respective weightings and interpolation, was 115.9%26.1% of target. The compensation committee in its discretion and at management's recommendation, took into account other, countervailing indicia of the company's performance during 2021, as well as the impact on the company of failing to meet the target level of performance for Adjusted EBITDA and approved a payout of 103.5%26.1% of target under the 20212022 Executive Bonus Plan. The compensation committee agreed with management's recommendation that this level of bonus payout aligned more closely with overall company performance during 2021 in light of all circumstances.

The maximum payment opportunity for each of our business area executives was set at 200% of the target opportunity. Failure to attain the threshold goal for each performance metric results in forfeiture of the associated opportunity. The payment amount to be earned by Mr. NetzerMessrs. Claman and Ruzicka under the 20212022 Business Area Bonus Plan was determined based on three variables: (1) the participant’s annual incentive target opportunity, which is based on a percentage of the participant’s base salary, as described above; (2) the compensation committee’s assessment and certification of our performance compared with the targets for each of the above-referenced performance objectives, with any adjustments applied; and (3) relative weightings for each performance objective.

At the time our compensation committee approved the 20212022 Business Area Bonus Plan, it believed each of the target levels was aggressive but achievable based on the company’s annual operating plan for 2021.2022. The compensation committee believed that using a combination of metrics provided a more comprehensive assessment of each business area executive's success in driving long-term stockholder value creation.

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

The performance-based RSUs (the "Performance RSUs") vest based on a relative TSR measurement. The Performance RSUs are subject to three-year vesting (the "Measurement Period") where final payout is based on the

company's TSR relative to the TSR of the Russell 2000 Index (the "Index"). The company's TSR will be measured against the Index's TSR for the separate one-, two-, and three-year measurement periods (each a "Performance Period") that comprise the Measurement Period. If, during the first one- and two-year Performance Periods, the company's TSR at least equals the Index's TSR, then 150% of one-third and two-thirds, respectively, of the total Performance RSUs awarded to each executive may be accelerated and vest for such Performance Period. Vesting for each Performance Period will be adjusted up or down based on the difference between the TSR of the Company and of the Index multiplied by a scaling factor of two. Any Performance RSUs that vest in either of the first one- or two-year Performance Periods will be subtracted from the Performance RSUs that are eligible for vesting in later Performance Periods.

Any vested RSUs are settled solely in shares.

The company's TSR (calculated as described above) for the Performance Period of March 15, 20212022 to March 15, 20222023 was 44.68%-1.50% and the Index's TSR for the same Performance Period was -16.58%-11.33%, resulting in a relative TSR of 61.26%9.83%. Consequently, 150%100% of the target amount of Performance RSUs vested as of March 15, 20222023 for this Performance Period.

Except to the extent an NEO’s employment agreement provides otherwise, vesting of performance-based RSUs is conditioned on the NEO being employed by the company on the date the final vesting determination is made. With respect to 20212022 awards, any shares that have not vested by March 15, 20242025 will be forfeited.

The Company has an Anti-Hedging and Anti-Pledging Policy which prohibits directors and officers of the Company from directly or indirectly hedging against future declines in the market value of any securities of the Company through the purchase of financial instruments designed to offset such risk. This policy also prohibits directors and officers of the Company from pledging any securities of the Company as collateral for loans.loans in excess of 25% of their direct, personal holdings.

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

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

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

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

Historically, our executive officers, along with our U.S.-based vice presidents and members of our board of directors, were eligible to participate in a non-qualified deferred compensation plan, which we established to provide participants with the opportunity to defer the receipt of up to 60% of their base salary and all or a portion of their bonuses or director’s fees, as applicable. As of December 31, 2021,2022, we had an obligation of $0.4$0.1 million under the plan. Effective with respect to compensation for services performed after 2013, we have indefinitely suspended the non-qualified deferred compensation plan and have not offered any of our employees or directors an opportunity to participate in it.

Our executive officers are entitled to benefits in the event their employment terminates under specified circumstances. Our compensation committee believes the severance and change-in-control benefits offered are appropriate to properly incentivize the executive during a change-in-control process and consideration of the time

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

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

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

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

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

The employment agreements or offer letters also provide that if we terminate the executive’s employment in the executive's role without cause (as defined in the offer letter or employment agreement), the executive, subject to signing a release of claims against the company, will be entitled to receive, in addition to any unpaid salary and benefits, an amount equal to (i) six or twelve months base salary, (ii) pro-rated annual incentive bonus for the year in which the termination occurs, provided that such bonuses are paid to other officers who remained employed by the company, and (iii) cash payments in lieu of health benefits for six or twelve months following the termination

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

Section 162(m) provides that a public company may not deduct, for federal income tax purposes, compensation in excess of $1,000,000 paid to certain executive officers for any one calendar year. Prior to the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), this deduction limitation did not apply to certain “performance-based compensation” within the meaning of Section 162(m) and related guidance. However, the Tax Act eliminated the “performance-based

compensation” exemption for tax years beginning after December 31, 2017, other than with respect to grandfathered amounts. Due to these changes, we cannot guarantee that previously awarded compensation that was intended to satisfy the "performance-based compensation" exemption will be fully deductible if paid after December 31, 2017. In addition, the Tax Act significantly expanded the definition of "covered employees" under Section 162(m), such that after December 31, 2017, all of our named executive officers will be subject to the limitation on deductibility under Section 162(m).

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

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