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 of Directors by the affirmative vote of a majority of the directors then in office.

The number of directors is currently fixed at thirteen, with all directors currently serving terms expiring at the Annual Meeting. 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., Henchy R. Enden, John N. Foy, Douglas J. Hertz, Adam G. Hurwich, Brian D. Jones, D. Michael Kramer, Stephen A. Levey, Larry D. Mauldin, R. Charles Shufeldt, 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 director will serve until the 20172018 annual meeting of shareholders or until his or her earlier resignation or retirement or until a successor is elected and qualified. Although the Board of Directors 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 of Directors.Board.

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

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

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.

The Company’s Articles of Incorporation and Bylaws set forth that each holder of twenty-five percent (25%) or more of the Company’s outstanding shares shall have a right to elect a member to the Board of Directors until the earlier of (1) May 1, 2016; (2) the time immediately prior to the effectiveness of a registration statement for an underwritten public offering of the shares of the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for cash; and (3) the time immediately prior to when the Company’s shares are listed on a national securities exchange or regularly traded in a market maintained by securities dealers or brokers. This election right terminated when the Common Stock was listed on The NASDAQ Stock Market (“NASDAQ”) on November 2, 2015. Prior to such listing, the only holder of twenty-five percent (25%) or more of the Company’s outstanding Common Stock was BankCap.BCP Fund I Southeast Holdings, LLC (“BankCap”). Pursuant to the authority granted to it under the Company’s Articles of Incorporation and Bylaws, BankCap elected Brian D. Jones to the Board of Directors at the Company’s 2015 annual meeting of the shareholders. Mr. Jones has continued serving as a director since that time.

The following biographical information for our director nominees and executive officers discloses each person’s age as of April 20, 2016,10, 2017, business experience, and other directorships held during the past five years. ItFor our director nominees, it also includes the experiences, qualifications, attributes, and skills that caused the Governance and Nominating Committee and the Board of Directors 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 of Directors or previously to the Board of Directors of the Bank. Unless otherwise specified, each nomineeindividual has held his or her current position for at least five years. The Company’s officers are appointed or elected by the Board of Directors and hold office at the discretion of the Board.

board of Security Bank and Trust Company of Albany, a Synovus bank. From 2004 to 2016, he served on the board of directors of Post Properties, Inc. He is currently a member of the Board of Trustees of Emory University, a member of the Board of Directors of Post Properties, Inc., Chairman of the Boardboard of Directorsdirectors of the Georgia Regional Transportation Authority, and a member of the Boardboard of Directorsdirectors of the Georgia Chamber of Commerce. The Board of Directors 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.

Council, an advisory committee for the Financial Accounting Standards Board.where his term ended in 2015. The Company’s Board believes that Mr. Hurwich’s financial background and experience qualifies him to serve on the Board of Directors.Board.

Development, and Treasurer. From 1993 to 2000, Ms. Zakas held positions of increasing responsibility at Equifax, including serving as Corporate Vice President, Treasurer, Corporate Secretary, and Director of Investor Relations. She began her professional career as an investment banker at Morgan Stanley in New York. Ms. Zakas is a Trustee Emerita at Randolph College. 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 and St. Jude’s Recovery Center.Trust. Ms. Zakas earned a Bachelor of Arts degree with honors in Mathematics and EconomicsB.A. from Randolph-Macon Woman’s College, a Juris DoctorJ.D. from the University of Virginia School of Law, and a Master of Business Administration degreean MBA from the University of Virginia Darden School of Business. The Company’s 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 of Directors.Board.

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

The Board of Directors has evaluated the relationships between each current director (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 is independent under the applicable NASDAQ listing standards: Henchy R. Enden, John N. Foy, Douglas J. Hertz, Adam G. Hurwich, Brian D. Jones, Stephen A. Levey, Larry D. Mauldin, R. Charles Shufeldt, Lizanne Thomas, and Marietta Edmunds Zakas.

The Board of Directors has determined that Douglas L. Williams, who serves as Chief Executive Officer of the Company, D. Michael Kramer, who serves as President and Chief Operating Officer of the Company, and Walter M. Deriso, Jr., who formerly served as Executive Chairman of the Company, until June 2013, are not independent because each is a current or former executive officer of the Company. The independent directors have designated R. Charles Shufeldt as the Lead Independent Director, 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.”

The Board of Directors held six regular meetings and fiveno special meetings during 2015.2016. Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and all committees of the Board of Directors on which he or she served during the time in which he or she was a director and committee member, as applicable. Ten2016. Eleven of our current directors attended 100% of the meetings of the Board and committees on which they served during the applicable time of their directorship.

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

and other incentive compensation to all non-executive employees, and carrying out other compensation-relatedcompensation‑related responsibilities, as more fully described in the Compensation

Pursuant to its charter, the Governance and Nominating Committee periodically reviews the Company’s corporate governance matters, including criteria for the selection of Board of Directors 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 of Directors when necessary. The Governance and Nominating Committee was formed after the acquisition of First Security and held its first meetingmet two times in January 2016. Each member of the Nominating and Governance Committee has been determined to be an independent director, in accordance with the independence standards of NASDAQ.

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. Shareholders can recommend qualified candidates for director by submitting the following information, in writing, to: Atlantic Capital Bancshares, Inc., 3280 Peachtree Road NE, Suite 1600, Atlanta, Georgia 30305, Attention: Secretary.

Pursuant to the Company’s Corporate Governance Guidelines, theThe Secretary must receive the information set forth above at least 90 but not more than 120 days prior to the first anniversary of the preceding year’s annual meeting.meeting, as set forth in the Company’s Corporate Governance Guidelines. Consequently, any shareholder recommendation intended for consideration prior to our 20172018 annual meeting of shareholders will not be considered timely unless the complete recommendation is delivered to the Secretary not earlier than the close of business on January 18, 20172018 and not later than the close of business on February 17, 2017.2018. Shareholder recommendations that are timely received will be forwarded to the Governance and Nominating Committee for further review and consideration, using the same criteria to evaluate the candidate as it uses for evaluating all other candidates that it considers.

It is important to distinguish between the recommendations of nominees by shareholders pursuant to this policy from a nomination (whether by proxy solicitation or in person at a meeting) by a shareholder. Shareholders have certain rights under applicable law with respect to nominations, and any such nominations must comply with applicable law and provisions of the Bylaws of the Company. See “Submission of Future Shareholder Proposals and Nominations” for further information regarding the nomination process.

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. All but three of the members of the Board of Directors 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, with Douglas L. Williams serving as Chief Executive Officer, Walter M. Deriso, Jr., serving as the Chairman of the Board, and, pursuant to our Corporate Governance Guidelines, R. Charles Shufeldt beinghas been designated by the independent members of the Board of Directors as the Lead Independent Director. 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; (ii) seek input from all directors as to the preparation of 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) assist the Company’s officers in assuring compliance with and implementation of all applicable corporate and securities laws and be principally responsible for revisions to the Company’s governance guidelines for compliance and implementation of the same; (v) coordinate, develop the agenda for, and moderate executive sessions of the independent directors when necessary; and (vi) when necessary, act as a liaison between the independent directors and the Chairman of the Board or Chief Executive Officer on sensitive issues. The Lead Independent Director shall have the authority to retain such counsel or consultants as the Lead Independent Director deems necessary to perform his or her responsibilities.

The Board of Directors 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 of Directors and the Company’s management, and allows Mr. Shufeldt to provide objective oversight and candid communications regarding the governance of the Company. The Board of Directors regularly deliberates and discusses its appropriate leadership structure and the roles and responsibilities of the Chairman of the Board of

As the Company’s principal governing body, the Board of Directors has the ultimate responsibility for overseeing the Company’s risk management practices. On an ongoing basis, the Board of Directors identifies areas of risk that particularly affect the Company and assigns senior members of management to report to the Board of Directors on those areas of risk at regularly scheduled meetings of the Board of Directors.Board. The areas of risk identified by the Board of Directors change from time to time based on business conditions and competitive considerations.

Enterprise risks—therisks-the specific financial, operational, business, and strategic risks that we face, whether internal or external—areexternal-are identified by the Board and management together, and then each risk is assigned to the full Board or a Board committee for oversight. 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. The Governance and Nominating Committee manages the risks associated with governance issues, such as the independence of the Board, and 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. Management regularly reports to the Board, or the relevant committee, on actions that we are taking to manage these risks. The Board and management periodically review, evaluate, and assess the risks relevant to the Company.

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 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. 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.

The Company’s Change in Control Plan (the “CIC Plan”) was approved by the Board on July 17, 2014. The Compensation Committee of the Board administers the CIC Plan and selects which senior officers of the Company and the Bank will participate. The CIC Plan provides that if a participant is terminated from his or her employment with the Company or the Bank without cause or the participant resigns for a good reason during the period that begins 90 days before and ends 540 days after a change in control, the participant (or his or her beneficiary, if applicable) is entitled to receive a cash severance payment

A “change in control” as defined in the CIC Plan is: (i) a change in any one year period in the members of the Company’s or the Bank’s boardsBoards of directorsDirectors such that the members of the Company’s or the Bank’s respective boardsBoards at the beginning of the one-year period no longer constitute a majority of the members at the end of such period (unless the nomination for election for each new member of the applicable board was approved by at least two-thirds of the individuals who were members of the applicable board at the beginning of such one year period), or (ii) if any person becomes the beneficial owner of 40% or more of the voting power of the Company’s or the Bank’s respective common stock (other than an acquisition directly by or from the Company or the Bank, an initial public offering of the Company’s or the Bank’s respective common stock, or an acquisition by an employee benefit plan sponsored by the Company or the Bank)Bank, or certain merger transactions), or (iii) the consummation of a merger or other transaction involving the Company or the Bank (unless immediately after the consummation at least 50% of the voting power of the stock of the surviving corporation is held by persons who were the Company’s or the Bank’s respective shareholders immediately before the consummation in substantially the same proportion that they held the voting power of the stock of the Company or the Bank immediately before the consummation, no person holds more than 20% of the voting power of the surviving corporation’s stock (other than a person who immediately before the consummation held more than 20% of the voting power of the Company or the Bank’s respective common stock), and at least 50% of the directors of the surviving corporation were directors of the Company’s or the Bank’s respective boardsBoards of directorsDirectors immediately before the consummation,consummation), or (iv) the shareholders approve a sale of all or substantially all of the Company’s or the Bank’s assets.assets or the Company’s or Bank’s liquidation.

The discussion that follows describes the material terms of our principal equity plans in which the Named Executive Officers participate and is qualified in all respects by reference to the terms of the plans identified below. The material terms of the employment agreements entered into by the Company and Messrs. Williams and Kramer in 2015 and the Company’s Change in Control Plan are described under “Employment and Severance Agreements” and “Potential Payments Upon a Change in Control” above.

The Atlantic Capital Bancshares, Inc. 2015 Stock Incentive Plan (the “2015 Plan”) became effective on May 21, 2015. Awards under the 2015 Plan may be made to the employees, directors, and independent contractors of the Company and its affiliates. Awards granted under the 2015 Plan may be in the form of incentive and nonqualified

stock options, stock appreciation rights (“SARs”) (including related and free standing SARs), restricted stock awards, restricted stock unit awards, performance share awards, performance unit awards, phantom stock awards, other stock-based awards, cash bonus awards, or dividend equivalent awards. The 2015 Plan provides that awards may be made under it for ten years, unless the 2015 Plan is terminated earlier terminated by the Board.

The 2015 Plan, subject to oversight by the Board, is administered by the Compensation Committee of the Board. The maximum aggregate number of shares of Common Stock that the Company may issue pursuant to awards granted under the 2015 Plan may not exceed the sum of (i) 4,000,000 shares plus (ii) the approximately 525,000 shares that remainremained available under the Atlantic Capital Bancshares, Inc. 2006 Stock Incentive Plan (the “2006 Plan”) for the grant of awards as of the effective date of the 2015 Plan, plus (iii) any shares subject to an award granted under the 2006 Plan, which award is at any time forfeited, cancelled, terminated, expires or lapses for any reason. In addition, shares subject to certain awards will again be available for issuance (or otherwise not counted against the maximum number of available shares) under the 2015 Plan, including unissued or forfeited shares subject to awards that are canceled, terminate, expire, are forfeited, or lapse for any reason, awards settled in cash, dividends (including dividends paid in shares) or dividend equivalents paid in cash in connection with awards, and shares subject to an award other than an option or SAR that are not issued for any reason (including failure to achieve to maximum performance goals).  Further, (i) shares issued under the 2015 Plan through the settlement, assumption, or substitution of outstanding awards granted by another entity or obligations to grant future awards in connection with a merger involving the Company acquiring another entity will not reduce the maximum number of shares available for delivery under the 2015 Plan, and (ii) available shares under a shareholder approved plan of an acquired company (as adjusted to reflect the transaction) may be used for awards under the 2015 Plan and will not reduce the maximum number of shares available under the 2015 Plan, in each case, subject to NASDAQ listing requirements.

The maximum aggregate number of shares of Common Stock that may be issued under the 2015 Plan pursuant to the grant of incentive stock options may not exceed 4,000,000 shares. In addition, subject to the terms of the 2015 Plan, in any 12-month period, (i) no participant may be granted options and SARs that are not

The 2006 Plan was superseded by the 2015 Plan. The maximum number of shares that were authorized for issuance pursuant to awards granted under the 2006 Plan was 2,000,000 shares. Of that number, approximately 525,000 shares remained eligible for issuance as of May 21, 2015 (the effective date of the 2015 Plan) and were carried forward and made available for issuance under the 2015 Plan. No further awards will be granted under the 2006 Plan, although outstanding awards granted under the 2006 Plan continue in accordance with their terms, and shares subject to terminated or forfeited awards granted under the 2006 Plan will be made available for issuance under the 2015 Plan.

Awards granted under the 2006 Plan could be made to the employees directors, and independent contractorsdirectors of the Company and its affiliates in the form of incentive and nonqualified stock options, restricted stock awards, restricted unit awards, performance share awards, performance unit awards, phantom stock awards, or dividend equivalent awards. Only

stock options and restricted stock awards are currently outstanding under the 2006 Plan. The Compensation Committee of the Board which received delegated authority from the Board, administers the 2006 Plan.Plan, pursuant to Board delegation of authority.

In connection with the acquisition of First Security on October 31, 2015, we assumed outstanding awards granted under the First Security Group, Inc. 2012 Long-Term Incentive Plan (the “2012 Plan”) and the First Security Group, Inc. 2002 Long-Term Incentive Plan (the “2002 Plan”). As of December 31, 2015, 467,7912016, 439,905 and 14,17512,309 shares of the Company’s Common Stock could be issued pursuant to outstanding options under the 2012 Plan and 2002 Plan, respectively. No further awards will be granted under either the 2012 Plan or the 2002 Plan.

The Company has awarded stock options, and restricted stock awards to its senior management and other employees. The terms of these awards typically provide for vesting over a defined period of time, generally threeover one to five years. The options expire if not exercised within ten years from the date of grant. The Company does not have a formula for determining stock option awards. Awards are generally based on the subjective judgment of the Compensation Committee, with advice from the Chief Executive Officer regarding awards granted to executive officers other than the Chief Executive Officer.

Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information with respect to securities authorized for issuance under all of the Company’s equity compensation plans as of December 31, 2015.2016. The maximum aggregate number of shares of Common Stock that the Company may issue pursuant to awards granted under the 2015 Plan may not exceed the sum of (i) 4,000,000 shares plus (ii) the approximately 525,000 shares that remained available under the 2006 Plan for the grant of awards as of May 21, 2015, plus (iii) any shares subject to an award granted under the 2006 Plan, which award is at any time forfeited, cancelled, terminated, expires or lapses for any reason. In addition, certain shares subject to awards granted under the 2015 Plan may again be available for issuance as discussed above in the “2015 Stock Incentive Plan” section. The maximum aggregate number of shares of Common Stock that may be issued under the 2015 Plan pursuant to the grant of incentive stock options may not exceed 4,000,000 shares.

The current members of the Compensation Committee of the Board are Messrs. Hertz (Chair), Hurwich, Mauldin, and Levey and Ms. Thomas. In addition, Messrs. Deriso, Jr., Allen, Diaz, and Ward served on the Compensation Committee until October 31, 2015, the date of the closing of the acquisition of First Security. None of the members of the Compensation Committee of the Board during 20152016 served as an officer or employee of the Company during the year ended December 31, 2015.2016. No interlocking relationships exist between the Board or the Compensation Committee of the Board and the boardBoard of directorsDirectors or compensation committee of any other company. None of the members of the Compensation Committee of the Board had any transaction that is required to be disclosed as a related person transaction pursuant to SEC rules except Mr. Deriso, Jr., whose transaction is described under “Certain Relationships and Related Person Transactions” below.rules.

The Company pays its non-employee directors fees for their service as directors. Director compensation is set by the Compensation Committee and approved by the Board. For the year ended December 31, 2015,2016, the non-employee directors received:

The following table sets forth information concerning the compensation earned for service on the Board during the fiscal year ending December 31, 20152016 by each individual who served as a non-employee director at any time during the fiscal year.

20152016 Director Compensation Table

It is the policy of the Audit Committee to pre-approve all audit, audit-related, tax, and other permitted non-audit services performed by the independent public accountants in order to assure that they do not impair the accountant’s independence from the Company. Accordingly, the Audit Committee has adopted procedures for the pre-approval of services to be performed by the independent public accountants.

Pursuant to this policy, the Audit Committee will consider, at least annually, and approve the terms of the audit engagement. At each regularly scheduled Audit Committee meeting, the Audit Committee will review both a report summarizing the services, provided or anticipated to be provided by the auditor and the related fees and costs, and a listing of newly requested services subject to pre-approval since its last regularly scheduled meeting. Any proposed engagement relating to permissible non-audit services must be presented to the Audit Committee and pre-approved on a case-by-case basis, prior to the performance of the auditor. In addition, particular categories of permissible non-audit services that are recurring may be pre-approved by the Audit Committee subject to pre-set fee limits. The Audit Committee reviews requests for the provision of audit and non-audit services by the Company’s independent public accountants and determines if they should be approved. Such requests could be approved either at a meeting of the Audit Committee or upon approval by the Chair of the Audit Committee if approval is needed between Audit Committee meetings. Any such interim approvals must be reported to the Audit Committee at its next scheduled meeting. Prior to approving any services, the Audit Committee considers whether the provision of such services is consistent with the SEC’s and the PCAOB’s rules on auditor independence and is compatible with maintaining the independence of the Company’s independent public accountants.

All fees related to audit, audit-related, tax, and other permitted non-audit services will beprovided by Ernst & Young were reviewed and pre-approved by the Audit Committee.

The Bank conducts banking transactions in the ordinary course of business with officers and directors of the Company and the Bank and their associates, affiliates, and family members. While certain provisions of the Sarbanes-Oxley Act generally prohibit us from making personal loans to our executive officers and directors, it permits the Bank to make loans to our executive officers and directors so long as such loans are on non-preferential terms. The Bank makes loans to our executive officers, directors, and their family members that are made in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank, and do not involve more than the normal risk of collectability or present other unfavorable features.

The Board of Directors has adopted written policies to comply with applicable regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors, and principal shareholders).

Transactions with related parties are subject to a written policy. The Audit Committee reviews and approves all related party transactions between the Company and any related person.person, as defined by the SEC, on an ongoing basis and in accordance with the Company’s related party transaction approval policy. The Audit Committee discusses related party transactions with management and the Company’s independent registered public accounting firm regarding the business rational for the transactions and whether appropriate disclosures have been made.

Walter M. Deriso, III the son of Walter M. “Sonny” Deriso, Jr., Chairman of the Company’s Board, has been employed by the Bank since its inception, and is currently a Senior Vice President. During the fiscal yearsyear ended December 31, 2015, 2014, and 2013,2016 Mr. Deriso, III was paid approximately $260,203, $198,333, and $233,333$229,169 in aggregate compensation and received other benefits (approximately $13,935, $12,324, and $10,165$32,583 in aggregate value) comparable to those received by employees having similar positions. During the fiscal year ending December 31, 2016,2017, Mr. Deriso, III has been paid approximately $101,667$40,658 and has received other benefits (approximately $2,086$2,558 in aggregate value) through March 31, 2016.2017, which is comparable to those received by employees having similar positions. The compensation

Other than the foregoing, since the beginning of our last fiscal year, there have been no transactions and there are no currently proposed transactions in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any of our executive officers and directors had or will have a direct or indirect material interest.

Section 16 of the Exchange Act requires the Company’s directors, certain officers, and beneficial owners of more than ten percent of the Common Stock to file reports with the SEC indicating their holdings of and transactions in the Company’s equity securities and to provide copies of such reports to the Company. Based solely on a review of such copies and written representations from the Company’s reporting persons, the Company believes that all Section 16 filing requirements were fulfilled on a timely basis except that each of Messrs. Deriso, Williams, Kramer, Oakes, Oglesby, Foy, Hertz, Hurwich, Jones, Levey, Mauldin, and OakesShufeldt and Mses. Hill, Enden, Thomas, and Zakas filed aone Form 4 reporting the receipt of equity awards late, Mr. Kramer’s original Form 3, which was subsequently amended, inadvertently omitted shares of restrictedcommon stock, and stockMr. Oglesby inadvertently omitted from a timely Section 16 filing that was subsequently amended one transaction for shares acquired upon the exercise of options, latein each case due to an administrative oversight.

Under certain conditions, shareholders may request that we include a proposal or director nomination at a forthcoming meeting of our shareholders in the proxy materials of the Company for such meeting. Under SEC Rule 14a-8, any shareholder desiring to present a proposal to take action at the 20172018 annual meeting of shareholders and include such proposal in our proxy materials must ensure that we receive the proposal, to be eligible for inclusion in our proxy statement, at our principal executive office, 3280 Peachtree Road NE, Suite 1600, Atlanta, Georgia 30305, by December 21, 2016.11, 2017.

In order for a shareholder proposal, including a nomination for election to the Board of Directors, to be submitted at the 20172018 annual meeting of shareholders (but not included in our proxy statement) the proposal must be received by the Company’s Secretary at least 90 but not more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Consequently, any shareholder proposal to be submitted at the 20172018 annual meeting of shareholders (but not included in our proxy statement) will not be considered timely unless the notice required by our Bylaws is delivered to the Secretary not earlier than the close of business on January 18, 20172018 and not later than the close of business on February 17, 2017.2018.

The shareholder notice, with respect to all shareholder proposals, must comply in all respects with Section 2.5 of the Company’s Bylaws, which requires that such proposal be in writing and include (i) whether the shareholder is nominating such individual(s) at the request of a beneficial holder of shares, whether the shareholder, any such beneficial holder, or any nominee has any agreement, arrangement, or understanding with, or has received any financial assistance, funding, or other consideration from, any other person with respect to the investment by the shareholder or such beneficial holder in the Company or the shareholder’s nomination, and the details thereof, including the name of such other person (the shareholder, any beneficial holder on whose behalf the notice is being delivered, any nominees, and any persons with whom such agreement, arrangement, or understanding exists or from whom such assistance has been obtained are collectively referred to as “Interested Persons”), (ii) the name and address of all Interested Persons, (iii) a complete listing of the record and beneficial ownership positions of all equity securities and debt instruments of the Company or any of its subsidiaries held by all Interested Persons, (iv) whether and the extent to which any hedging, derivative, or other transaction is in place or has been entered into within the prior six (6) months by or for the benefit of any Interested Person, and if so, a summary of the material terms thereof, and (v) a representation that the shareholder is a holder of record of stock of the Company that would be entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination. In addition a shareholder notice with respect to a matter other than the nomination of directors must also contain (i) the text of the proposal to be presented, including the text of any resolutions to be proposed for consideration by the shareholders, and (ii) a brief written statement of the reasons why such shareholder favors the proposal.

In addition, a shareholder notice with respect to director nominations must also include (i) such information relating to each shareholder nominee that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required pursuant to Regulation 14A under the Exchange Act (or the corresponding provisions of any successor regulation), (ii) each nominee’s signed consent to serve as a director of the Company if elected, and (iii) whether each nominee

This section is subject to and qualified entirely by the requirements for shareholder proposals set forth in the Company’s Bylaws. A copy of the Company’s Bylaws is available upon written request to: Atlantic Capital Bancshares, Inc., 3280 Peachtree Road NE, Suite 1600, Atlanta, Georgia 30305, Attention: Secretary.

It is presently anticipated that the Company’s 20172018 annual meeting of shareholders will be held in May 2017.2018. However, if the date of the 20172018 annual meeting of shareholders is advanced by more than 30 days or delayed by more than 60 days from the one-year anniversary of the date of the 20162017 Annual Meeting, the Company will, in a timely manner, provide public notice of the new date of the 20172018 annual meeting of shareholders and the new dates by which shareholder proposals submitted pursuant to and outside of SEC Rule 14a-8 must be received by the Company.

As to any other matter of business that may be brought before the Annual Meeting, a vote may be cast in the discretion of the proxy holders at the Annual Meeting. The Board of Directors does not know of any such other business.

Atlanta, Georgia

April 20, 201610, 2017