PROPOSAL 1 – ELECTION OF DIRECTORS

Our Bylaws provide that the Board of Directors will consist of at least five but not more than twenty-five members. The exact number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders by the affirmative vote of a majority of all the outstanding shares of Common Stock entitled to vote in an election of directors, or by the Board by the affirmative vote of a majority of the directors then in office.

The number of directors is currently fixed at ten, with all directors currently serving terms expiring at the Annual Meeting. The Board of Directors reduced the number of directors to nine, effective as of the date of the Annual Meeting, to eliminate the vacancy created by Mr. Shufeldt’s retirement. Each director also currently serves as a director of Atlantic Capital Bank, the Company’s wholly-owned banking subsidiary (the “Bank”).

The Board of Directors, upon recommendation of the Governance and Nominating Committee, has nominated Walter M. Deriso, Jr., Shantella E. Cooper, Henchy R. Enden, James H. Graves, Douglas J. Hertz, Thomas M. Holder, Lizanne Thomas, Douglas L. Williams, and Marietta Edmunds Zakas, all of whom currently are directors of the Company and whose terms expire at the Annual Meeting, for election by the shareholders. Upon election, each such nominee will serve until the 2021 annual meeting of shareholders or until his or her earlier resignation or retirement or until a successor is elected and qualified. Although the Board expects that each of the nominees will be available for election, if a vacancy in the slate of nominees is caused by death, resignation, or any other unexpected occurrence, the persons named as proxies in the accompanying form of proxy may vote for a substitute nominee proposed by the Board.

Proxies may not be voted for a number of persons greater than the number of nominees.

The Board of Directors recommends a vote “FOR” each of Walter M. Deriso, Jr., Shantella E. Cooper, Henchy R. Enden, James H. Graves, Douglas J. Hertz, Thomas M. Holder, Lizanne Thomas, Douglas L. Williams, and Marietta Edmunds Zakas for election as directors of the Company.

Properly submitted proxies will be voted “FOR” election of each of the nominees unless otherwise specified.

DIRECTORS AND EXECUTIVE OFFICERS

This section provides information regarding the current directors and executive officers of the Company. Each of the current directors of the Company is also a current director of the Bank. Directors of the Company serve for a term of one year and are elected at the Company’s annual meeting of shareholders, and directors of the Bank serve for a term of one year and are elected by the Company, as the Bank’s sole shareholder, each year at the Bank’s annual meeting of shareholders.

Pursuant to a Stock Purchase Agreement by and between First Security Group, Inc. (“First Security”) and the investors named therein, which was assumed by the Company in connection with the acquisition of First Security in November 2015, MFP Partners, L.P. has the right to designate one nominee for election to the Board. MFP Partners, L.P. has designated Henchy R. Enden as a nominee for election at the Annual Meeting.

The following biographical information for our director nominees and executive officers discloses each person’s age as of April 9, 2020, business experience, and other directorships held during the past five years. For our director nominees, it also includes the experiences, qualifications, attributes, and skills that caused the Governance and Nominating Committee and the Board to determine that the individual should serve as a director for the Company, and the year that each individual was first elected to the Board or the Board of Directors of the Bank. Unless otherwise specified, each individual has held his or her current position for at least five years. The Company’s officers are appointed or elected by the Board and hold office at the discretion of the Board

Information About Our Board of Directors

Walter M. “Sonny” Deriso, Jr. (73) — Mr. Deriso has been Chairman and a director of the Company since October 2006. Mr. Deriso served as the Company’s Executive Chairman from October 2006 to June 2013 and has served as the non-executive Chairman since June 2013. From 1997 to February 2005, Mr. Deriso served as Vice Chairman of Synovus Financial Corp., a diversified financial services company, in Columbus, Georgia, where he was responsible for Synovus Financial Management Services, including Synovus Securities, Inc., Synovus Trust Company, Synovus Insurance Company, Inc., and Private Client Services and 14 Synovus banks. From 1997 to 2005, he served as a member of the board of directors of Synovus Financial Corp, as Chairman of the board of Synovus Trust Company, as Chairman of Synovus Insurance Services, Inc. of Georgia, Alabama, and South Carolina, and as Chairman of the Synovus Leadership Institute. From 1997 to 2006, Mr. Deriso served as Chairman of the board of Security Bank and Trust Company of Albany, a Synovus bank. He served on the board of directors of Post Properties from 2004 through 2016. He is currently an emeritus member of the board of trustees of Emory University, Chairman of the board of directors of the Georgia Regional Transportation Authority, immediate past Chairman of the board of directors of the Georgia Chamber of Commerce, currently on the Executive Committee of the Georgia Chamber of Commerce and Chairman of the board of curators of the Georgia Historical Society. The Board believes that Mr. Deriso’s strong leadership and deep institutional knowledge and perspective regarding the Company’s strengths, weaknesses, and opportunities qualify him to serve on the Board.

Shantella E. “Shan” Cooper (52) — Ms. Cooper has been a director of the Company since January 2019. She has served as the Executive Director for the Atlanta Committee for Progress since January 2019, where she provides leadership on key issues relating to economic growth and inclusion in Atlanta. From February 2016 to May 2018, Ms. Cooper served as the Chief Transformation Officer for WestRock Company, a corrugated package company in Norcross, Georgia, where she was responsible for leading the company's efforts to develop processes and capabilities needed for growth. From January 2011 to February 2016, Ms. Cooper served as the vice president and general manager of Lockheed Martin Aeronautics Company. She has served on the Georgia Power Company (NYSE) board of directors since February 2017 and currently serves on the board of directors for The Girl Scouts of Greater Atlanta and the board of trustees of both Emory University, where she serves as the Chair of the Audit Committee, and the Woodruff Arts Center. Ms. Cooper is also on the board for the Technical College System of Georgia and other civic organizations in Atlanta. She earned a bachelor’s degree in biology and religion from Emory University and a master’s of business

administration from the Roberto Goizueta Business School of Emory University. She is also a graduate of the Rutgers University Executive Masters in Global Human Resource Leadership Program. The Board believes that Ms. Cooper's in-depth knowledge of business operations and strategy, together with her experience in leadership, economic growth, risk management and community affairs qualify her to serve on the Board.

Henchy R. Enden (47) —  Ms. Enden has been a director of the Company since 2015 and served as a director of First Security from 2013 until 2015. Ms. Enden is an Equity Analyst for MFP Investors LLC, an investment management company based in New York, a position she has held since May 2004. She previously served as a director of Bridgeview Bancorp, a $1.1 billion bank in Chicago, Illinois, from July 2015 until May 2019. Ms. Enden also served as director of West Coast Bancorp, a $2.4 billion community bank in Lake Oswego, Oregon, from January 2012 until April 2013, when West Coast was purchased by Columbia Banking System, Inc. She holds a B.S. degree from Touro College and an MBA from Columbia University Graduate School of Business. The Board believes Ms. Enden’s experience as an analyst as well as prior service on bank boards and her service on the First Security board of directors qualify her to serve on the Board.

James H. Graves (71) —  Mr. Graves has been a director of the Company since September 2017. Mr. Graves has served as Managing Director and Partner of Erwin, Graves & Jones, LP, a management consulting firm located in Dallas, Texas, since January 2001. Mr. Graves also served as Executive Vice President of Financial Strategy for DeviceFidelity Inc., a financial services technology company, from March 2008 through September 2012. Mr. Graves served as a director, Vice Chairman of the board of directors and Chief Operating Officer of Detwiler, Mitchell & Co., a Boston-based securities research firm, from June 2002 until June 2006. Prior to that, Mr. Graves held various positions, including Chief Operating Officer, with J.C. Bradford & Company, a Nashville-based securities firm. He also worked for Dean Witter Reynolds, Inc. as the head of the energy group and later as head of the industry investment banking groups in New York. Mr. Graves served as a director of Tristate Capital Holdings from 2011 to 2015. Mr. Graves currently serves as a director at Hallmark Financial Services, Inc., where he has served since 1995, and First Cash, Inc., where he has served as a director since 1996. Mr. Graves also serves as a director of various privately-held companies, including BankCap Opportunity Fund, LP and a healthcare technology company. The Board believes that Mr. Graves’ significant experience in the financial services sector, as well as his experience with financial reporting and accounting, qualify him to serve on the Board.

Douglas J. Hertz (67) — Mr. Hertz has been a director of the Company since March 2011. Mr. Hertz began his professional career with KPMG LLP, in New Orleans, in the accounting and consulting services area. Upon returning to Atlanta, he joined United Distributors, Inc., a privately held beverage distributor, and became its President and Chief Executive Officer in 1984. In January 2010, Mr. Hertz transitioned to Chief Executive Officer and Chairman of United Distributors, Inc. In addition, Mr. Hertz is Chairman of Camp Twin Lakes, a camping facility designed for chronically ill and disadvantaged children that he founded in 1989. He sits on the boards of Georgia Power Company, Georgia Ports Authority, Georgia Research Alliance, Woodruff Arts Center, and other civic organizations in Atlanta. Mr. Hertz serves as a trustee of the Holly Lane Foundation and the Marcus Foundation. Mr. Hertz is Chair of the board of Tulane University and is the immediate Past Chair of the board of Atlanta Committee for Progress and Children’s Healthcare of Atlanta. The Board believes that Mr. Hertz’s oversight and risk management experience, in addition to his knowledge of and experience in financial reporting and accounting, qualify him to serve on the Board.

Thomas “Tommy” M. Holder (63) — Mr. Holder has been a director of the Company since March 2020.  He has served as the CEO of Holder Construction Company since 1989 and as CEO and chairman since 1997 after serving in various positions in operations and management since 1976. A native of Atlanta and an active member in the community, Mr. Holder serves as board chair of Children’s Healthcare of Atlanta and is chair of the Facilities Committee of the Woodruff Arts Center. He has served on the Georgia Power Company (NYSE) board of directors since May 2019. In addition, he is a board member of the Westside Future Fund, the Metro Atlanta Chamber of Commerce, the Georgia Research Alliance, the Georgia Tech Foundation and the Georgia Historical Society. He is also a member of the Rotary Club of Atlanta. The Board believes that Mr. Holder’s knowledge of business operations and strategy, his experience managing an organization with a national presence, and his understanding of the Atlanta business community, particularly the construction and

real estate development industries, together with his extensive involvement in economic growth and community affairs, qualify him to serve on the Board.

Lizanne Thomas (62) — Ms. Thomas has been a director of the Company since November 2015. Ms. Thomas serves as the Partner-in-Charge of the Southeastern Region of Jones Day and has been practicing corporate law since 1982. She heads Jones Day’s global corporate governance team. Ms. Thomas regularly advises clients with respect to corporate governance, including takeover preparedness and shareholder activism, public and private mergers and acquisitions, internal investigations, corporate and securities compliance, and disclosure and fiduciary issues. Ms. Thomas has served on the board of directors American Software, Inc. (NYSE) since May 2019. Ms. Thomas also served on the board of directors of Krispy Kreme Doughnuts, Inc. (NYSE) from October 2004 to July 2016, served on its Audit Committee and as Chair of its Nominating and Corporate Governance Committee, and served on the board of directors of Popeyes Louisiana Kitchen Inc. (NYSE) from October 2015 through March 2017. Ms. Thomas’ background as a legal adviser to public companies for 38 years provides the Board with extensive corporate governance, securities regulation, and financial and risk management experience. Her experience leading the Southeastern Region of Jones Day gives her valuable experience in managing operations and profit and loss responsibility. Ms. Thomas also provides governance, audit, and community-service skills and experience gained through her current service as Trustee of Washington & Lee University, and as Trustee of the Georgia Research Alliance, where she serves as a member and as Chair of the respective Audit Committees. The Board believes that her strong corporate governance experience qualifies her to serve on the Board.

Douglas L. Williams (62) —  Mr. Williams has been Chief Executive Officer and a director of the Company since October 2006 and served as President from 2006 until November 2015. He was reappointed as President effective December 22, 2017 in connection with the resignation of D. Michael Kramer from that position. Mr. Williams has over 38 years of banking, capital markets, and management experience. From 1980 until 2006, Mr. Williams was with Wachovia Corporation (“Wachovia”), a diversified financial services company, where he served in a variety of banking assignments. From 2003 until 2006, Mr. Williams was Managing Director and Head of the International Corporate Finance Group, with responsibility for Wachovia’s investment banking and corporate finance activities with corporations based in Europe, Asia, and Latin America. From 2001 until 2004, he served as Executive Vice President and Head of the Global Corporate Banking Division, which was comprised of over 300 banking professionals, managing corporate banking relationships within 12 specialized industry groups and four global regions. From 2000 until 2001, when Wachovia merged with First Union, Mr. Williams was Chief Risk Officer for all corporate, institutional, and wholesale banking activities. Mr. Williams’ prior assignments at Wachovia included a variety of corporate relationship management and risk management officer positions. Mr. Williams serves on the boards of directors of the Metro Atlanta Chamber of Commerce, the Georgia Chamber of Commerce, and The Good Samaritan Health Clinic and is a member of the Buckhead Coalition. He formerly served as Chairman of the Community Depository Institutions Advisory Council of the Sixth Federal Reserve District and on the boards of directors of the High Museum of Art and the YMCA of Metropolitan Atlanta. The Board believes that Mr. Williams’ strong leadership as President and Chief Executive Officer, executive experience, deep institutional knowledge, and perspective regarding the Company’s strengths, weaknesses, and opportunities qualify him to serve on the Board.

Marietta Edmunds Zakas (61) —  Ms. Zakas has been a director of the Company since March 2011. Ms. Zakas has been Executive Vice President and Chief Financial Officer at Mueller Water Products, Inc. since January 2018. Prior to that, she was Senior Vice President of Strategy, Corporate Development, and Communications as well as interim head of Human Resources at Mueller Water Products, where she has been since 2006. Prior to joining Mueller Water Products, she served in various positions at Russell Corporation from 2001 to 2006, culminating in her role as Corporate Vice President, Chief of Staff, Business Development, and Treasurer. Ms. Zakas is a Trustee Emerita at Randolph College and serves on the board of the Atlanta Area Council, Boy Scouts of America. She has also served on the boards of Randolph-Macon Woman’s College (now Randolph College), The Westminster Schools, Berkeley Divinity School of Yale University, and Georgia Trust. Ms. Zakas earned a B.A. from Randolph-Macon Woman’s College, a J.D. from the University of Virginia School of Law, and an MBA from the University of Virginia Darden School of Business. The Board believes that

Ms. Zakas’ in-depth knowledge of business operations and strategy, together with her broad experience related to financial and corporate governance matters, qualify her to serve on the Board.

Information About Current Director Not Standing for Reelection

R. Charles Shufeldt (69) — Mr. Shufeldt has been a director of the Company since January 2011. Since January 2019, he has been a part-time consultant of Brown Brothers Harriman & Company (“BBH”), where he has served as a senior advisor since 2010. From October 2014 to January 2019, Mr. Shufeldt was a full-time employee of BBH. Mr. Shufeldt started his career more than three decades ago at BBH in New York. He moved to Atlanta in 1984, where he joined the predecessor of SunTrust Bank. During Mr. Shufeldt’s 24-year career at SunTrust he held senior positions in corporate banking, capital markets, and investment banking, and prior to his retirement in 2008 was an Executive Vice President of the holding company and CEO of SunTrust Robinson Humphrey. Mr. Shufeldt has served on numerous boards of private companies and currently serves on the boards of Prime Revenue and Frapag US. Mr. Shufeldt remains active in the Atlanta community and has served on the boards of numerous community organizations in the past and is currently the Chairman of the board of The PATH Foundation. The Board believes that Mr. Shufeldt’s strong experience in the financial services sector, institutional knowledge, and leadership attributes qualify him to serve on the Board. On March 4, 2020, Mr. Shufeldt notified the Board of Directors of his intention to retire, effective as of the date of the Annual Meeting.

Information About Our Executive Officers

Douglas L. Williams — Information regarding Mr. Williams, President and Chief Executive Officer, is included in the director profiles set forth above.

Patrick T. Oakes (51) —  Mr. Oakes has served as Executive Vice President, Chief Financial Officer and Secretary of the Company and the Bank since October 2015. In addition, Mr. Oakes served as Treasurer of the Company from 2015 to March, 2020. Mr. Oakes served as Executive Vice President and Chief Financial Officer of Square 1 Financial Inc. (“Square 1”) from August 2012 to October 2015. Prior to his employment with Square 1, he served as Executive Vice President and Chief Financial Officer of Encore Bancshares, Inc. from 2011 to 2012 and Senior Vice President and Treasurer of Sterling Bancshares, Inc. from 2003 to 2011. Mr. Oakes is a Chartered Financial Analyst. He received his undergraduate degree from Texas A&M University, and his MBA from Richmond, The American International University in London.

Robert R. Bugbee, II (54) —  Mr. Bugbee has served as Executive Vice President and Chief Credit Officer of the Bank and the Company since October 2017. Mr. Bugbee is responsible for overseeing credit, market and operating risks with the Bank. He joined Atlantic Capital in November 2006 and served as Senior Vice President and Senior Credit Officer, working primarily with the Bank’s corporate and commercial banking groups, until October 2017. Prior to joining the Company, Mr. Bugbee worked for SunTrust Bank for 19 years. He served as a director within SunTrust’s Corporate and Investment Banking group, working with several different diverse credit portfolios. Previously, he managed SunTrust Bank’s Credit Department and was involved in commercial lending in the Atlanta market. Before moving to Atlanta in 1994, he held various client management and risk management positions in SunTrust’s commercial lending group in South Florida. Mr. Bugbee received his undergraduate degree in Economics from Cornell University and his MBA in Finance from Georgia State University.

Gary G. Fleming, Jr. (49) —  Mr. Fleming has served as Executive Vice President and Chief Risk Officer of the Bank and the Company since October 2017. Mr. Fleming is responsible for all credit, market, operating and compliance risks with the Bank. From 2007 to 2017, he served as a Senior Vice President in Credit and Risk Management. Prior to joining Atlantic Capital in 2007, Mr. Fleming worked for Wachovia Bank for 15 years. He served as a Director within the Corporate and Investment Banking group’s Risk Management team. In that role, he supported the Capital Finance Division, overseeing credit risk activities for all trade receivables securitization business and several asset-based lending offices. Previously, Mr. Fleming was a Senior Risk Manager in Wachovia’s Capital Markets Division, supporting the bank’s private equity and venture

lending businesses, as well as its investment banking and cross-border leasing activities. Before moving to Atlanta in 1997, he held various client management and risk management positions in Wachovia’s middle market commercial group in North Carolina. He is a graduate of Dartmouth College where he earned his bachelor’s degree in Government.

Richard A. Oglesby, Jr. (55) —  Mr. Oglesby has served as President, Atlanta Division (including service as Executive Vice President, General Banking Division Executive) of the Bank and the Company with responsibility for all Commercial and Private Banking, Commercial Real Estate Finance, Not-for-profit and Small Business Banking, and Regional Corporate Banking of the Bank and the Company since October 2017. He previously served as Executive Vice President and Chief Credit and Risk Management Officer from the Company’s inception in 2006 to October 2017. Prior to joining the Company, he worked in Atlanta for Wachovia Bank for 20 years. After starting in the management associate program, Mr. Oglesby’s career included experience in retail banking, business banking, as well as positions in a broad variety of risk management functions. Prior to Wachovia’s merger with First Union, Mr. Oglesby was the Head of Risk Management for all of Wachovia’s Capital Markets businesses. After the merger in 2001, he served as a Managing Director within the Corporate and Investment Banking Group’s Risk Management team. Later, he served as the Chief Credit Officer of the Capital Finance Division, which included asset-based lending and equipment finance activities, as well as First Union Rail. Additionally, Mr. Oglesby served as the Senior Risk Officer for the Private Equity Business within the Investment Bank. Mr. Oglesby is a member of the Board of Trustees at Children’s Literature for Children and has served as a Trustee at both Agnes Scott College and Columbia Theological Seminary. He graduated from Vanderbilt University in Nashville, Tennessee with a B.A. in Economics.

Annette F. Rollins (61) —  Ms. Rollins joined the Company in July 2017 and serves as Executive Vice President and Chief Human Resources Officer of the Bank and the Company. Ms. Rollins leads all talent management activities within the Company, including executive coaching, talent acquisition, total rewards, learning and development, performance management and employee relations. Prior to joining the Company, Ms. Rollins served as Executive Vice President and Chief Human Resources Officer of BNC Bancorp and Bank of North Carolina from October 2012 until June 2017. From January 2002 until September 2012, Ms. Rollins was Executive Vice President and Human Resources Director at First Citizens Bank and Trust. Ms. Rollins also held various Human Resources leadership positions at Wachovia Bank from September 1987 until January 2002. Ms. Rollins obtained her undergraduate degree from Southern Wesleyan University and is certified as a Senior Professional in Human Resources and as a SHRM-Senior Certified Professional. Ms. Rollins is a native of Georgia.

Kurt A. Shreiner (56) —  Mr. Shreiner has served as President, Corporate Financial Services Division (including service as Executive Vice President, Corporate Financial Services Division Executive) with responsibility for SBA Lending, Franchise Finance, Treasury Management Services, Payments and FinTech Banking, Product Management and Financial Institutions since October 2017. Mr. Shreiner has previously served as Executive Vice President for the Corporate Financial Services Group and Operations/Technology of the Company from September 2016 to October 2017. He joined the Bank and the Company in 2006 as an Executive Vice President and has 34 years of experience in client and credit management with a diverse international and domestic background. From 2002 to 2005, Mr. Shreiner served in Atlanta as the Managing Director and Group Head for Wachovia Securities’ Continental European Group with oversight for offices in Paris and Frankfurt. Prior to that, Mr. Shreiner led the bank’s London branch. Mr. Shreiner is a member of Fiserv’s Commercial Payments Advisory Board and was an executive in residence at Juniata College in Pennsylvania. Mr. Shreiner is a graduate of Washington and Lee University at Lexington, Virginia.

CORPORATE GOVERNANCE MATTERS

Director Independence

The Board determines which of our directors is independent. For a director to be considered independent under NASDAQ listing standards, the Board must, from time to time, affirmatively determine that the director meets the criteria for independence set forth in the NASDAQ listing standards.

The Board has evaluated the relationships between each nominee for director and individual serving as a director during 2019 (and his or her immediate family members and related interests) and the Company or the Bank, including the relationships described under “Certain Relationships and Related Person Transactions” below, and has determined each of the following directors that served on our Board during fiscal year 2019 is independent under the applicable NASDAQ listing standards:  Walter M. “Sonny” Deriso, Jr., Shantella E. Cooper, Henchy R. Enden, James H. Graves, Douglas J. Hertz, R. Charles Shufeldt, Lizanne Thomas, and Marietta Edmunds Zakas. In addition, the Board has determined that Thomas M. Holder is independent under applicable NASDAQ listing standards. Former director Larry D. Mauldin was determined to be independent under applicable NASDAQ listing standards prior to his term expiring at the 2019 annual meeting of shareholders.

The Board has determined that Douglas L. Williams, who serves as President and Chief Executive Officer, is not independent due to his employment as an executive officer of the Company. The independent directors previously designated R. Charles Shufeldt as the Lead Independent Director, in accordance with the Company’s Corporate Governance Guidelines. The independent directors have designated Douglas J. Hertz as the Lead Independent Director, effective as of the date of the Annual Meeting, in accordance with the Company’s Corporate Governance Guidelines. The role of the Lead Independent Director is described further under the heading “Board Leadership Structure.”

Board Meetings and Director Attendance

The Board of Directors held six regular meetings and three special meetings during 2019.  Each director attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which he or she served during the time in which he or she was a director and committee member, as applicable.

Director Attendance at Annual Meeting

The Company believes that the Annual Meeting is an opportunity for shareholders to communicate directly with the Company’s directors.  Consequently, although the Company does not have a formal policy regarding director attendance at annual meetings of shareholders, each director is encouraged and expected to attend the 2020 Annual Meeting.  Each of our directors who was then in office attended our 2019 annual meeting of shareholders.

Company Address

Any requests for copies of documents referenced in this proxy statement or any other shareholder communications should be submitted in writing as follows:

Atlantic Capital Bancshares, Inc.

945 East Paces Ferry Road NE, Suite 1600

Atlanta, GA 30326

Attention:  Secretary

Committees of the Board of Directors

The Board of Directors has a standing Audit Committee, Compensation Committee, Governance and Nominating Committee, and Executive Committee each of which operates under a written charter.  The charters of the Audit Committee, Compensation Committee, and Governance and Nominating Committee are available on the Company’s website at www.atlanticcapitalbank.com, by clicking the “Investor Relations” link, then the “Corporate Information” tab, and then “Governance Documents.” Current membership of the committees are as follows:

Chair = Chairperson                                 X = Member

The following is a brief description of each committee of the Board of Directors.

Audit Committee:  The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial reporting and internal controls, and the qualifications, independence, and performance of the Company’s independent accounting firm, internal audit functions, and compliance with legal and regulatory requirements. In addition, the Audit Committee assists in identifying and managing the risks faced by the Company and is responsible for the appointment, compensation, and oversight of the independent auditors and review of the Company’s financial statements, audit reports, internal controls, and internal audit procedures. The Audit Committee carries out all other tasks and responsibilities as more fully described in the Audit Committee Charter. The Audit Committee is a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. Each member of the Audit Committee has been determined to be an independent director in accordance with the independence standards of the SEC and NASDAQ applicable to audit committees. The Board has determined that three members of the Audit Committee, Marietta Edmunds Zakas, James H. Graves, and R. Charles Shufeldt, each qualify as an “audit committee financial expert” as defined in SEC rules and regulations. The Audit Committee met eight times during 2019. 

Compensation Committee:  The Compensation Committee is appointed by the Board to assist in overseeing and reviewing information from management regarding compensation and human capital issues within the Company. The Compensation Committee is responsible for designing the Company’s executive compensation program to link the economic interests of the Company’s shareholders and those of the Company’s executive officers, approving the elements of compensation for the CEO and other executive officers, approving employment agreements, severance agreements, and change in control agreements for certain executive/senior officers, periodically evaluating and overseeing the administration of the short-term and long-term compensation and benefit plans of the Company, periodically evaluating the methodology for awarding equity-based and other incentive compensation to all non-executive employees, and carrying out other compensation‑related responsibilities, as more fully described in the Compensation Committee Charter. Each member of the Compensation Committee has been determined to be (i) an independent director in accordance with the independence standards of NASDAQ applicable to compensation committees, (ii) an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and

(iii) a “non-employee director” under applicable SEC regulations. The Compensation Committee met four times during 2019.

Governance and Nominating Committee:  The Governance and Nominating Committee develops and reviews policies on the appropriate size, composition, and qualification criteria for members of the Board to establish appropriate expertise and diversity among its members, ensure compliance with director independence requirements, and manage the risks associated with conflicts of interest. In addition, the Governance and Nominating Committee evaluates, approves, and recommends for Board consideration candidates for election as directors and receives, reviews, and evaluates suggestions concerning possible candidates for election to the Board, including self-nominations, nominations from shareholders and other third-party nominations. The Governance and Nominating Committee develops and recommends to the Board a set of corporate governance, conflicts of interest, and business ethics policies, principles, codes of conduct and guidelines for the Company and its directors, officers, and employees in addition to other responsibilities as more fully described in the Governance and Nominating Committee Charter.

Pursuant to its charter, the Governance and Nominating Committee periodically reviews the Company’s corporate governance matters, including criteria for the selection of Board members to ensure that the criteria, including diversity, are being addressed appropriately and conducts an annual assessment of its performance and of the charter and recommends changes to the Board when necessary. Each member of the Governance and Nominating Committee has been determined to be an independent director, in accordance with the independence standards of NASDAQ. The Governance and Nominating Committee met one time in 2019.

The Governance and Nominating Committee will consider a recommendation of a candidate for director by a shareholder. A candidate must be highly qualified, according to the criteria and requirements set forth by the Board, and be both willing to serve and expressly interested in serving on the Board. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the shareholder considers appropriate in support of that recommendation. The recommendation must include the information required by applicable rules of the Securities and Exchange Commission and our Bylaws with respect to shareholder nominations to be included in a proxy statement soliciting proxies for the election of such recommended candidate. In order to be timely, a recommendation of a candidate must be received within the timeframes set forth in our Bylaws with respect to shareholder nominations. See “Submission of Future Shareholder Proposals and Nominations.” Shareholders wishing to propose a candidate for consideration may do so by submitting the above information by mail, as specified in “Corporate Governance Matters—Company Address.” All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to such director nominations will be presented to the Governance and Nominating Committee for its consideration.  

Executive Committee:  The Executive Committee generally exercises all of the powers and authority of the Board in the management of the affairs of the Company in the interim between meetings of the Board, except for the duties and authorities delegated to other committees of the Board or those exclusively reserved to the Board by the Company’s Articles of Incorporation, Bylaws, or by statute or regulation.

Board Leadership Structure

The Board of Directors is committed to strong, independent leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. The Board of Directors has at all times been comprised of a majority of independent directors. All but one of the current members of the Board are independent directors under NASDAQ independence rules.

Currently, the positions of Chairman of the Board, Chief Executive Officer, and Lead Independent Director of the Company are held by separate individuals. Douglas L. Williams serves as President and Chief Executive Officer, Walter M. Deriso, Jr. serves as the Chairman of the Board, and, pursuant to our Corporate Governance Guidelines, R. Charles Shufeldt has been designated by the independent directors as the current Lead Independent Director and Douglas J. Hertz has been designated by the independent directors as the Lead

Independent Director effective as of the date of the Annual Meeting. The Lead Independent Director is responsible for coordinating the activities of the independent directors as follows: (i) assist in the determination of an appropriate schedule of Board meetings to help ensure the independent directors can attend meetings and perform their duties responsibly and that there is sufficient time for discussion on all agenda items; (ii) seek input from all directors as to the preparation of, and approve, the agendas for the Board and committees; (iii) advise the Board as to the quality, quantity, and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties; (iv) approve information provided to the Board; (v) coordinate, develop the agenda for, and moderate executive sessions of the independent directors when necessary; and (vi) act as a liaison between the independent directors and the Chairman of the Board or Chief Executive Officer. The Lead Independent Director has the authority to retain such counsel or consultants as the Lead Independent Director deems necessary to perform his or her responsibilities.

The Board believes that at the current time this structure is appropriate for the Company, as it allows Mr. Williams to focus on the Company’s strategy, business, and operations, enables Mr. Deriso to assist with Board-level matters and serve as a liaison between the Board and the Company’s management, and allows the Lead Independent Director to provide objective oversight and candid communications regarding the governance of the Company. The Board regularly deliberates and discusses its appropriate leadership structure and the roles and responsibilities of the Chairman of the Board and the Lead Independent Director based upon the needs of the Company from time to time to provide effective, independent oversight of management.

Role in Risk Oversight

As the Company’s principal governing body, the Board has the ultimate responsibility for overseeing the Company’s risk management practices. The Board and management periodically review, evaluate, and assess the risks relevant to the Company. Enterprise risks — the specific financial, operational, business, and strategic risks that we face, whether internal or external — are identified by the Board and management together, and then each risk is assigned to the full Board or a Board committee for oversight. The Board assigns senior members of management to report to the Board, or a Board committee, with respect to identified risks and the actions we are taking to manage those risks. Certain strategic and business risks, such as those relating to our products, markets, and capital investments, are overseen by the entire Board.

The Audit Committee oversees management of market and operational risks that could have a financial impact, or affect financial reporting, such as those relating to internal controls or liquidity, as well as legal and regulatory risks, transactions with related persons, and information and cybersecurity risks. The Company and the Bank maintain comprehensive policies, procedures, and risk management programs designed to mitigate the risks of information security, including cybersecurity, events occurring and to promptly address any information security event that does occur. The Bank’s Information and Corporate Security Officer reviews our operations using tools designed to alert for potentially injurious activities and takes action as needed. The Security Officer makes regular reports to the Audit Committee regarding his or her reviews, revises policies, procedures, and risk management programs as necessary, and periodically submits revised policies, procedures and programs to the Audit Committee and to the Bank’s Audit and Risk Committee for approval. The Bank Security Officer oversees ongoing security tests as well as compliance and employee training initiatives, and reports the results to the Audit Committee quarterly. In addition, the Audit Committee and the Bank’s Audit and Risk Committee have the authority to request or approve the engagement of third parties to advise the Company and the Bank regarding cybersecurity matters.

The Governance and Nominating Committee manages the risks associated with governance issues, such as the independence of the Board and committee membership and succession planning. The Compensation Committee is responsible for managing the risks relating to our executive compensation plans and policies and, in conjunction with the Board, key executive succession.  

Executive Sessions of Independent Directors

To ensure free and open discussion and communication among the independent directors, these directors meet regularly in executive session at all regularly scheduled meetings of the Board, and as needed at special meetings of the Board, with no members of management present. The Lead Independent Director, or in his absence, the Chair of the Governance and Nominating Committee, presides at the executive sessions, unless the independent directors determine otherwise. Pursuant to our Corporate Governance Guidelines, the Lead Independent Director may call additional meetings of the independent directors. In addition, any committee of the Board may hold an executive session with any directors who are not members of such committee attending only by invitation.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to promote the effective functioning of the Board and its committees and to ensure a common understanding among individual directors and management concerning the operation of the Board and its committees. Our Corporate Governance Guidelines are available on the Company’s website at www.atlanticcapitalbank.com, by clicking the “Investor Relations” link, then the “Corporate Information” tab, and then “Governance Documents.” Print copies are available to any shareholder that mails a request by following the instructions under “Corporate Governance Matters—Company Address.”

Code of Business Conduct and Ethics

The Company has adopted a written Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to each of the Company’s directors, officers, and employees. The Code of Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets, and business conduct and fair dealing. This Code of Ethics also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC and the listing standards of NASDAQ. The Code of Ethics is available on the Investor Relations section of the Company’s website at www.atlanticcapitalbank.com, by clicking the “Investor Relations” link, then the “Corporate Information” tab, and then “Governance Documents,” and print copies are available to any shareholder that requests a copy by following the instructions under “Corporate Governance Matters—Company Address.” Any amendments to, and certain waivers of, the Code of Ethics will be disclosed on the Company’s website promptly following the date of such amendment or waiver, as applicable.

Shareholder and Interested Party Communications with Directors

Shareholders and other interested parties may communicate directly with the entire Board, any committee of the Board, the chair of any committee, any individual director, the independent directors, as a group, or any other group of directors by following the instructions under “Corporate Governance Matters—Company Address.” Each such communication should specify the applicable addressee(s). Communications are reviewed by the Secretary and are then distributed to the Board or the individual director, as appropriate, depending on the facts and circumstances set forth in the communications received. The Secretary may attempt to handle an inquiry directly or forward a communication for response by the director or directors to whom it is addressed, or to another employee of the Company. The Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal, or otherwise inappropriate.

Process for Nominating Potential Director Candidates

The Governance and Nominating Committee is responsible for identifying and evaluating potential director candidates and recommending qualified candidates to the full Board for nomination. Director nominees are recommended to the Board from time to time, but at least annually, by the Governance and Nominating Committee for election by the shareholders. Nominees for director are evaluated and, where applicable, selected by the Board on the basis of (i) economic, academic, financial, and other expertise, skills, knowledge,

and achievements useful to the oversight of the Company’s business; (ii) integrity, demonstrated sound business judgment, and high moral and ethical character; (iii) diversity of viewpoints, backgrounds, experiences, and other demographics; (iv) capacity and desire to represent the balanced, best interests of the Company and its shareholders as a whole and not primarily a special interest group or constituency; (v) ability and willingness to devote time to the affairs and success of the Company and in fulfilling the responsibilities of a director; (vi) the extent to which the interplay of the candidate’s expertise, skills, knowledge, and experience with that of other Board members will contribute to a Board that is effective, and responsive to the needs of the Company. Pursuant to the Company’s Corporate Governance Guidelines, nominees must also  (i): have substantial or significant business or professional experience or an understanding of banking, economics, finance, marketing, real estate, financial reporting or other disciplines relevant to the business of the Company; and (ii) be free from any conflict of interest that would violate any applicable law or regulation or have any other relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Board or of a Board committee. Nominees must also possess a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust.

The Governance and Nominating Committee reviews the background and qualifications of each nominee to determine such nominee’s experience, competence, and character and assesses such nominee’s potential contribution to the Board, taking into account the then-existing composition of the Board and such other factors as the Governance and Nominating Committee deems appropriate. The Board of Directors believes that its members should collectively possess a broad and diverse range of skills, industry, and other knowledge and expertise, and business and other experience useful for the effective oversight of the Company’s business. The Board believes that the business experience of its directors has been, and continues to be, critical to our success. 

While the Company does not have a formal diversity policy with respect to the Board, the Board is committed to diversified membership and believes its membership should possess a diversity of viewpoints, backgrounds, experiences, and other demographics in order to reflect the communities served by the Company and the Bank as well as the strategic priorities of the Company. The Governance and Nominating Committee actively considers diversity in recruitment and nominations of directors. The Governance and Nominating Committee will periodically review the composition of the Board to ensure it continues to meet the diversity goals, especially considering the Company’s growth strategy into its target markets. The Governance and Nominating Committee uses its network of contacts when compiling a list of potential director candidates and may from time to time engage outside consultants, such as professional search firms.

All nominees for election to the Board have been recommended to the Board by the Governance and Nominating Committee. All such nominees are current directors of the Company.

COMPENSATION AND OTHER INFORMATION CONCERNING OUR

EXECUTIVE OFFICERS AND DIRECTORS

As an “emerging growth company,” under the Jumpstart Our Business Startups Act of 2012, we are not required to include a Compensation Discussion and Analysis section in our proxy statement. However, we have elected to provide certain information concerning our compensation philosophy and goals in this “Compensation and Other Information Concerning our Executive Officers and Directors” section, which goes beyond the scaled disclosures that apply to emerging growth companies. The following discussion should be read together with the compensation tables and related disclosures regarding our executive and director compensation. Actual compensation programs that we may adopt or future compensation decisions that we may make following the date of this proxy statement may differ materially from our existing and anticipated programs discussed below. The term “executives” and “executive officers” in this section refers to executive officers within the meaning of Section 16 of the Exchange Act and other officers determined to be executive officers by the Compensation Committee.  

Compensation-Related Highlights

In developing our compensation strategy, we seek to engage in responsible compensation and governance practices that incorporate industry best standards and promote the interest of our shareholders. These practices include:

Compensation Program Objectives and Determination Process

The Company’s general philosophy on executive compensation is to set cash and equity compensation opportunity competitive with similar financial institutions. We believe that equity is an important component of our executive compensation package that aligns our executive compensation with our general success, growth, and profitability. In addition, our executive compensation philosophy is intended to be consistent with our strategy of recruiting highly experienced executive officers. In determining the elements of an executive’s compensation, the Company considers the individual’s position, scope of responsibilities, and prior experience and skills, in addition to the compensation mix paid to our other executives and executives at peer institutions. Our executive officers receive customary benefits such as participation in incentive programs, benefit plans, as well as disability benefits and, in certain cases, life insurance benefits.

The Compensation Committee is responsible for designing the Company’s executive compensation program, including salaries, equity awards, incentive compensation, and other forms of compensation, as appropriate, to link the economic interests of the Company’s shareholders and those of the Company’s executive officers, while providing market-based compensation levels for the management team. It reviews and approves the Company’s employment goals and objectives and compensation philosophy and evaluates the performance of the executive officers. The Compensation Committee is directly responsible for approving the individual elements of total compensation for the Chief Executive Officer, including base salary, incentives, stock awards, benefits, and perquisites and, with the assistance of the Chief Executive Officer, approves the individual elements of total compensation for other executive officers. 

The Compensation Committee also periodically reviews the forms and amounts of director compensation (including both cash fees and equity-based compensation) and makes recommendations to the Board concerning these matters. The Board then approves the forms and amounts of director compensation based in part upon such recommendations.

The Compensation Committee may from time to time, in its sole discretion, engage an executive search firm, compensation consultant, outside counsel, or other advisors to assist with the execution of its duties and responsibilities as set forth in the Compensation Committee’s charter. In 2019, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“F.W. Cook”) to assist with its review and analysis of certain executive, non-employee director, and employee compensation matters. The Compensation Committee has assessed the independence of F.W. Cook, taking into consideration factors relevant to such compensation consultant’s independence as specified in the NASDAQ listing standards and Item 407 of Regulation S-K. The Compensation Committee concluded that the services of F.W. Cook did not raise any conflict of interest for fiscal 2019 and that it was appropriate for F.W. Cook to continue to assist the Compensation Committee as it may require with its review and analysis of certain executive, non-employee director, and employee compensation matters during fiscal 2020.

The Compensation Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company.

Elements of Compensation

Our executive officers are eligible to receive a mix of variable and fixed compensation. Key elements of compensation include:

Stock Ownership Guidelines

The Company maintains a Stock Ownership and Equity Retention Policy that requires: (i) the Chief Executive Officer to own at least five (5) times his or her base salary in shares of Common Stock; (ii) other executive officers and any other executives or employees selected by the Compensation Committee or Board to own at least one (1) time his or her base salary in shares of Common Stock; and (iii) each non-employee director to beneficially own at least five (5) times the annual cash retainer (exclusive of any Lead Independent Director or committee chair retainer) paid to a director for Board service in shares of Common Stock. These shares may be acquired over a period of five (5) years beginning with the later of the date the policy was adopted (January 18, 2018) or the date the individual became subject to the policy. Each of our Named Executive Officers and the majority of our directors currently satisfy the applicable stock ownership amounts required under our Corporate Governance Guidelines. See “Security Ownership of Certain Beneficial Owners and Management” above for a specific listing of the amount of Common Stock beneficially owned, as of March 19, 2020, by each director and Named Executive Officer in this Proxy Statement.  

Prohibition on Hedging and Pledging

The Company maintains a Policy Statement on the Prevention of Insider Trading. Pursuant to this policy, directors, officers, employees, consultants, and contractors of the Company are generally prohibited from engaging in active trading, “day trading,” or any type of short sale or purchasing any financial instrument (including prepaid variable forward contracts, equity swaps, collars, exchange-traded options, or other derivative instruments) that is designed to hedge or offset any decrease in the market value of the Company’s securities. Trading in derivative instruments involving Company securities (other than the exercise of options and the sale of shares underlying equity awards granted under a Company equity incentive plan) or any company with whom the Company has a significant relationship is prohibited, regardless of the purpose of such proposed transaction, unless such transaction is determined, to the satisfaction of the Chief Risk Officer, to be consistent with applicable rules, laws and the Company’s insider trading policy. Additionally, such individuals may not hold Company securities in a margin account and may not pledge Company securities as collateral for a loan without the prior approval of the Company’s Chief Risk Officer; however, these prohibitions do not apply to any broker-assisted “cashless” exercise or settlement of awards granted under a Company equity incentive plan. 

Compensation Recovery Policy

The Company maintains a Compensation Recovery Policy that applies to all executive officers of the Company and such other employee participants in the Company’s equity incentive plans, cash incentive plans, and/or other applicable plans, policies, and agreements who are deemed subject to the policy from time to time. Such covered persons may be required to forfeit and/or return to the Company all, or a portion of, any cash-based incentive compensation and/or equity-based incentive compensation received by such person (including equity awards and shares of Common Stock received pursuant to an award) in the event such persons were awarded incentive compensation based on financial results that are subsequently restated due to the misconduct of such person (or otherwise required by applicable law), or if such covered persons are found to have engaged in certain conduct detrimental to the Company.

Directors” be included in our Annual Report on Form 10-K for the year ended December 31, 2019 and this Proxy Statement for filing with the SEC.

This report shall not be deemed 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 the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.