A system may include a digital modulator configured to modulate an input signal received at an input of the digital modulator to generate a modulated input signal at an output of the digital modulator, a digital gain element having a digital gain and coupled to the digital modulator, an open-loop Class-D amplifier coupled to an output of the digital modulator and configured to amplify the modulated input signal, wherein the open-loop Class-D amplifier is powered from a variable power supply having a variable supply voltage which is variable in response to one or more characteristics of the input signal, and a control circuit configured to control the digital gain to approximately cancel changes in an analog gain of the open-loop Class-D amplifier due to variation in the variable supply voltage in response to the one or more characteristics of the input signal.