Differentiable Proxy Learning for Adaptive Quantization Control in H.264 Video Coding

Kelvin is a lightweight learned pre-encoder that sits in front of an unmodified libx264 encoder. It applies content-adaptive pixel adjustments, bounded at +/-1/255 per channel, so that the encoder allocates bits where they matter most perceptually, while emitting a standard H.264 bitstream compatible with every existing decoder, player, and CDN. On the seven-sequence 1080p UVG benchmark, Kelvin v1.0 achieves a mean BD-VMAF of -27.62% (7 of 7 wins) and BD-VMAF-NEG of -5.18% (6 of 7 wins) relative to baseline libx264 at preset medium. On the 30-sequence MCL-JCV public set (28 unseen by training), the same checkpoint wins on 28 of 30 clips by BD-VMAF; with the two diagnosable failures removed the mean is -27.70% BD-VMAF and -5.37% BD-VMAF-NEG, consistent with UVG to within one percentage point. A central engineering challenge is the non-differentiability of H.264: we describe a hybrid codec proxy that combines a calibrated differentiable rate estimator (Spearman rho = 0.986 vs. real libx264 bits-per-pixel) with a U-Net distortion proxy trained on real encoder outputs. We publish full per-sequence rate-distortion data, a named failure-mode taxonomy on MCL-JCV (rate-floor violation, distribution shift, metric saturation), a five-baseline sanity panel (hqdn3d, unsharp, -tune psnr, -tune ssim, x265 medium), and honest positioning: x265 medium beats Kelvin on every metric on the same corpus. Kelvin is therefore designed for workloads where remaining on H.264 is a constraint rather than a choice.

Learned video codecs based on continuous latent representations struggle to operate reliably below 0.1 bits per pixel~(bpp): without a differentiable rate signal, Lagrangian optimisation cannot effectively trade reconstruction quality for bitrate at extreme compression ratios. We demonstrate that discrete latent representations sidestep this limitation entirely. In a vector-quantized~(VQ) codec, the codebook size~$K$ imposes a hard information ceiling of $\log_2 K$ bits per symbol; a learned autoregressive prior then exploits the non-uniform distribution of code usage -- which we show follows a power law -- to push actual bitrates well below this ceiling, without any rate-penalty tuning. Building on the MS-VQ-VAE architecture introduced in~\cite{kotthapalli2026msvqvae}, we sweep $K \in \{128, 256, 512, 1024\}$ under a uniform training protocol to trace four operating points on the rate-distortion~(RD) curve. We identify and resolve a critical training instability: gradient-based VQ collapses catastrophically at $K \leq 512$, whereas EMA-stabilised codebook updates with dead-code restart maintain full utilisation across all configurations. On 500 UCF101 test clips ($64\!\times\!64$, 32frames), our models operate at 0.043-0.064bpp -- 3.3-5$\times$ below H.264's practical floor and $5$-$7.6\times$ below H.265's floor at this resolution. Every MS-VQ-VAE configuration outperforms H.265 CRF,36 on perceptual quality (LPIPS) despite using $5$-$7.6\times$ fewer bits. At $K{=}1024$, the model surpasses H.265 CRF,36 on LPIPS by a margin of 0.072 absolute while using $5.1\times$ fewer bits. Codebook analysis confirms power-law index distributions and 70-85% entropy efficiency, establishing the pipeline as a principled learned entropy coder.

Neural wrappers are learned pre-and postprocessing networks designed to enhance the performance of conventional video codecs. Although these approaches can significantly improve compression efficiency, training them remains challenging due to the non-differentiability of video codecs, which arises from the multiple discrete decisions involved in the encoding process. Surrogate gradients have recently emerged as an effective solution for enabling end-to-end learning with conventional codecs. They offer two main advantages: they avoid training an additional network to mimic the codec, and they can improve compression performance. In particular, the recently proposed SCALED method, which leverages the true compression error, has shown strong results for training neural pre-processors such as downscalers. However, this SCALED gradient was originally introduced as a reparameterization trick, which limits its interpretability. In this paper, we show that this surrogate gradient can be interpreted as a first-order local approximation of the video codec, providing insight into its effectiveness. We further demonstrate that it is effective not only for learning downscaling operations, but also for the more challenging task of full neural wrapping with pre-and post-processing networks. Finally, we show that the approach generalizes well across different video codecs, quality factors, and tasks, including multiple downscaling ratios, yielding BD-Rate (PSNR) reductions of up to -23.59% on x264 and -20.07% on VVenC relative to standard resampling baselines.