We are pleased to invite you to attend the 20182019 Annual Meeting of Shareholders (the “Annual Meeting”) of Atlantic Capital Bancshares, Inc. (the “Company”). The Annual Meeting will be held at The Piedmont Driving Club, 1215 Piedmont Avenue NE, Atlanta, Georgia 30309 on Thursday, May 17, 201816, 2019 at 10:00 a.m., local time.

Details of the business to be conducted at the Annual Meeting are provided in the enclosed Notice of Annual Meeting of Shareholders and Proxy Statement, each of which we urge you to read carefully. In addition, enclosed are a proxy card and a copy of our Annual Report to Shareholders for the year ended December 31, 2017.2018.

We sincerely hope that you can attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to review these proxy materials and vote your shares in advance of the Annual Meeting by Internet, by telephone, or by mail. Instructions regarding Internet and telephone voting are included on the proxy card. If you choose to submit a proxy by mail, please mark, sign, and date the proxy card and return it in the enclosed postage-paid envelope. If you attend the Annual Meeting and desire to revoke your proxy and vote in person, you may do so. You may revoke your proxy at any time before it is exercised as explained in the Proxy Statement.

The 20182019 Annual Meeting of Shareholders (the “Annual Meeting”) of Atlantic Capital Bancshares, Inc. (the “Company”) will be held at The Piedmont Driving Club, 1215 Piedmont Avenue NE, Atlanta, Georgia 30309 on Thursday, May 17, 201816, 2019 at 10:00 a.m., local time, for the following purposes:

We have fixed March 23, 201820, 2019 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only holders of record of the Company’s common stock at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

You are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to review these proxy materials and vote your shares in advance of the Annual Meeting by Internet, telephone, or mail, as described on the enclosed proxy card. You may also vote your shares in person at the Annual Meeting. To obtain directions to the Annual Meeting, please call (404) 995-6050.

The Board of Directors recommends that shareholders vote “FOR” each of the director nominees and “FOR” the ratification of the appointment of our independent registered public accounting firm.

The Board of Directors (the “Board of Directors” or “Board”) of Atlantic Capital Bancshares, Inc. (the “Company”) is furnishing you this Proxy Statement to solicit proxies, on its behalf, to be voted at the Company’s 20182019 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Thursday, May 17, 2018,16, 2019, at 10:00 a.m., local time, at The Piedmont Driving Club, 1215 Piedmont Avenue NE, Atlanta, Georgia 30309, and at any adjournment or adjournments thereof. These proxy materials are first being mailed or made available to shareholders on or about April 2, 2018.11, 2019.

The entire cost of soliciting these proxies will be borne by the Company. In addition to the delivery of the proxy materials by mail, the Company may request banks, brokers, and other record holders, or a proxy solicitor acting on its behalf, to send proxies and proxy materials to the beneficial owners of the Company’s common stock, including unvested shares of the Company’s restricted stock, and secure their voting instructions and will reimburse them for their reasonable expenses in so doing. The Company has not engaged a proxy solicitor to solicit proxies from shareholders; however, the Company retains the right to do so if it deems such solicitation necessary. Furthermore, the Company may also use one or more of its current employees, who will not be specially compensated, to solicit proxies from shareholders in person, by telephone, by e-mail, or by special letter.

The Annual Meeting will be held for the purpose of considering and voting upon the following:

1.    to elect tennine directors of the Company to serve one-year terms expiring at the 20192020 annual meeting of shareholders or until their successors are duly elected and qualified;

2.    to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;2019; and

The Company will hold its Annual Meeting at The Piedmont Driving Club, 1215 Piedmont Avenue NE, Atlanta, Georgia 30309 at 10:00 a.m., local time, on Thursday, May 17, 2018.16, 2019.

At the Annual Meeting, the Company’s shareholders will be asked to consider and vote upon the following:

The Board has determined that each of the proposals is advisable and in the best interests of the Company and its shareholders and recommends that the Company’s shareholders vote “FOR” each of the director nominees and “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

Shareholders of record of Company common stock (“Common Stock”), as of the close of business on March 23, 2018,20, 2019, the record date established by the Company’s Board of Directors, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof, either in person or by proxy. Each share of Common Stock is entitled to one vote on each matter expected to be presented at the Annual Meeting, including the election of directors. On the record date, there were 25,772,27524,739,506 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

You may vote at the Annual Meeting: (i) in person, (ii) by mail via your proxy card, (iii) by telephone, or (iv) on the Internet. Instructions regarding telephone and Internet voting are included on the proxy card. If you choose to submit a proxy by mail, please mark, sign, and date the proxy card and return it in the enclosed postage-paid envelope. If a bank, broker, or other nominee (“broker”) holds your shares, you will receive voting instructions directly from the broker.

The form of proxy solicited by the Board permits you to specify a choice among “for” all nominees, “for all except” designated nominees, and “withhold” authority to vote for each nominee for election as director, and a choice among “for,” “against,” and “abstain” with respect to the auditor ratification proposal. All shares represented by valid proxies that the Company receives through this solicitation, and that are not revoked, will be voted according to your instructions on the proxy card or as instructed by phone or via the Internet. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in

Even if you execute a proxy, you have the right to revoke it and change your vote by notifying us at any time before your proxy is voted. You may revoke a proxy at any time before the shares are voted, by submitting written notice of revocation to Patrick T. Oakes, the Company’s Secretary; by submitting a proxy by mail, Internet, or telephone, having a later date; or by appearing at the Annual Meeting and voting in person. Unless so revoked, the shares of Common Stock represented by the valid proxies received pursuant to this solicitation will be voted in accordance with the specifications given therein. Attendance at the Annual Meeting, without voting, will not serve to revoke a previously submitted proxy.

References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materials.

The following table sets forth information with respect to the beneficial ownership of Common Stock as of March 23, 201820, 2019 by those persons known to the Company to be the beneficial owners of more than five percent of the Common Stock, based solely on the most recent statements of ownership filed with the Securities and Exchange Commission (the “SEC”) and the information contained in those filings. Percentages are calculated based on 25,772,27524,739,506 shares outstanding as of March 23, 2018.20, 2019. The nature of beneficial ownership of the shares included is presented in the notes following the table.

The following table sets forth information with respect to the beneficial ownership of Common Stock as of March 23, 201820, 2019 by all current directors, director nominees, the named executive officers as identified in the Summary Compensation Table included in this Proxy Statement (the “Named Executive Officers”), and all current directors director nominees, and executive officers of the Company as a group. Percentages are calculated based on the number of shares outstanding as of March 23, 2018. Except as otherwise indicated, the persons named in the table have sole voting and investment power over the shares included in the table.

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. Mauldin’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., Adam D. Compton,Shantella E. Cooper, Henchy R. Enden, James H. Graves, Douglas J. Hertz, Larry D. Mauldin, R. Charles Shufeldt, Lizanne Thomas, Douglas L. Williams, and Marietta Edmunds Zakas, all of whom except for Mr. Compton, 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 20192020 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.

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

This section provides information regarding the current directors director nominee, 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, each of Ulysses Partners, L.P. and MFP Partners, L.P. has the right to designate one nominee for election to the Board. Ulysses Partners, L.P. has designated Adam D. Compton and MFP Partners, L.P. has designated Henchy R. Enden as a nominee for election at the Annual Meeting. Adam G. Hurwich, who was designated by Ulysses Partners, L.P. in previous years, will not stand for re-election at the Annual Meeting, and as a result, his term as a director will end at the commencement of the Annual Meeting.

The following biographical information for our director nominees and executive officers discloses each person’s age as of April 2, 2018,11, 2019, 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.

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 20172018 (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 20172018 is independent under the applicable NASDAQ listing standards: Walter M. “Sonny” Deriso, Jr., Henchy R. Enden, James H. Graves, Douglas J. Hertz, Adam G. Hurwich, Larry D. Mauldin, R. Charles Shufeldt, Lizanne Thomas, and Marietta Edmunds Zakas. In addition, the Board has determined that Adam D. ComptonShantella E. Cooper is independent under the applicable NASDAQ listing standards.Listing Standards. Former directors John N. Foy, BrianAdam D. Jones,Compton and Stephen A. LeveyAdam G. Hurwich were each determined to be independent under applicable NASDAQ listing standards prior to their resignations.

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. In addition, the Board previously determined that D. Michael Kramer, who resigned from his position as President and Chief Operating Officer on December 22, 2017, was not independent during his tenure as a director prior to resigning as a director on October 31, 2017. 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 onefour special meetingmeetings during 2017.2018. 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. All 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 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 20182019 Annual Meeting. Each directorof our directors who was then in office, other than former director Adam G. Hurwich, attended the 2017 Annual Meeting, except for Mr. Jones.our 2018 annual meeting of shareholders.

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. The Governance and Nominating Committee met four timesone time in 2017.2018. Each member of the NominatingGovernance and GovernanceNominating 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. 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—Change inMatters-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.

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 members of the Board 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 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 shall havehas 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 Mr. Shufeldt 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.

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

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—Change inMatters-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.

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 selected by the Board on the basis of his or her (i) economic, academic, financial, and other expertise, skills, knowledge, and

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 broadly reflect the communities served by the Company and the Bank as well as the strategic priorities of the Company, which include diversity of viewpoints, backgrounds, experiences, and other demographics. 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 other than Mr. Compton, are current directors of the Company.

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

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 with the assistance of the Chief Executive Officer, the performance of otherthe 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, for approvingapproves 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 aan 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. TheIn 2018, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“F.W. Cook”) during 2017 to assist the Compensation Committee 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

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.

In January 2018, the Company adopted a new stand-alone Stock Ownership and Equity Retention Policy, replacing and enhancing stock ownership guidelines previously included in the Company’s Corporate Governance Guidelines. The Stock Ownership and Equity Retention Policy requires: (i) the Chief Executive Officer to own at least five (5) times (increased from three (3) 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 (increased from three (3) 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 earlier 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 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 23, 2018,20, 2019, by each director nominee, and Named Executive Officer in this Proxy Statement.

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

The Company adopted a new Compensation Recovery Policy effective as of January 18, 2018. The policy 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

The Compensation Committee has reviewed and discussed the foregoing section entitled “Compensation and Other Information Concerning our Executive Officers and Directors” with management. Based on this review and discussion, the Compensation Committee has recommended to the Board that the foregoing section entitled “Compensation and Other Information Concerning our Executive Officers and Directors” be included in our Annual Report on Form 10-K for the year ended December 31, 20172018 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.

The tables and disclosures that follow set forth the compensation and certain other information with respect to our Named Executive Officers. The Named Executive Officers for 20172018 include our President and Chief Executive Officer and the two other most highly compensated individuals who were serving as executive officers as of December 31, 2017, and our former President and Chief Operating Officer, who resigned in December of 2017.2018. Our Named Executive Officers for 20172018 were:

The Company has entered into employment agreements with Messrs. Williams, Oakes, and Oglesby. Prior to his termination of employment with the Company and Bank, Mr. Kramer also had an employment agreement. In connection with his departure, Mr. Kramer entered into a separation agreement with the Company and Bank.

The Boards of Directors of the Company and the Bank may terminate the employment agreement at any time and for any reason, with or without cause. In the event of termination of Mr. WilliamsWilliams’ termination without cause or a resignation by Mr. Williams for good reason (whether or not in connection with a change in control), Mr. Williams is entitled to a severance payment of 2.25 times the sum of Mr. Williams’his annual base salary plus theand his target STIP bonus, andin addition to pro-rated portions of his STIP and LTIP compensation to the extent earned, for the performance period during which the termination occurs.occurs (to the extent earned). Mr. Williams and his eligible dependents are also entitled to continued health insurance coverage for a period not to exceed 18 months and additional Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage for up to 18 months following the initial 18-month period, for an aggregate of up to 36 months’ of medical coverage, or until Mr. Williams is provided comparable benefits by another employer. Mr. Williams may terminate the employment agreement at any time. In the event that he resigns without good reason, he will not receive a severance payment.

Notwithstanding anything to the contrary in the employment agreement, if payments or benefits received by Mr. Williams thereunder would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, such payments or benefits provided to him will be reduced to the extent necessary so that no portion will be subject to the excise tax imposed by Section 4999 of the Code. Further, to the extent required by Code Section 409A, payments of any amounts due under the employment agreement in connection with a termination may be deferred.

Mr. Williams’ entitlement to and retention of certain severance benefits set forth in his employment agreement are contingent upon his execution of a general release of claims against the Company and its affiliates and/or continued compliance with certain restrictive covenants and other provisions set forth in the employment agreement. The employment agreement contains provisions governing the non-disclosure and non-use of the Company’s confidential information and trade secrets, non-disparagement and non-diversion of business opportunity. In addition, the employment agreement includes non-competition, non-piracy, and non-solicitation covenants that remain in effect for twelve (12) months following any termination of Mr. Williams’ employment. Additionally, Mr. Williams is subject to certain forfeiture and recoupment restrictions, as well as any equity retention policy, stock ownership guidelines or compensation recovery policy required by the Company that may apply to Mr. Williams under applicable law.

Pursuant to their employment agreements, if the Company terminates the employment of Mr. Oakes or Mr. Oglesby, respectively, without cause, or Mr. Oakes or Mr. Oglesby, respectively, terminates his employment for good reason (whether or not in connection with a change of control), the executive will be entitled to receive a severance payment. Mr. Oakes will be entitled in such circumstance to receive a severance payment equal to 2.25 times his annual base salary plus theand his target STIP bonus. Mr. Oglesby will be entitled will be entitled to a severance payment equal to 2.0 times his annual base salary plus theand his target STIP bonus. Additionally, both Mr. Oakes and Mr. Oglesby are entitled to receive pro-rated portions of the STIP and LTIP compensation, to the extent earned, for the performance period during which the termination occurs. Each of them and their eligible dependents are also entitled to the continuation of participation in the Company’s health care plan as if the executive were still an active employee for up to eighteen (18) months following termination of employment, with up to an additional eighteen (18) months of COBRA coverage, for an aggregate of up to thirty-six (36) months’ of medical coverage (or until the executive is

The employment agreements also provide that in the event that any payment constitutes an “excess parachute payment” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Code Section 4999, such payments or benefits will be reduced to the extent necessary so that no portion will be subject to the excise tax imposed by Section 4999 of the Code. Further, to the extent required by Code Section 409A, payments of any amounts due under the employment agreement in connection with a termination may be deferred.

Each executive’s entitlement to and retention of certain severance benefits set forth in the employment agreements is contingent upon his execution of a general release of claims against the Company and its affiliates and/or continued compliance with certain restrictive covenants and other provisions set forth in the employment agreements. The employment agreements contain provisions governing the non-disclosure and non-use of the trade secrets and confidential information of the Company, non-disparagement, and non-diversion of business opportunity. In addition, each employment agreement includes non-competition, non-piracy, and non-solicitation covenants that remain in effect for twelve (12) months following any termination of Mr. Oakes or Mr. Oglesby’s respective employment. Additionally, each executive is subject to certain forfeiture and recoupment restrictions, as well as any equity retention policy, stock ownership guidelines, or compensation recovery policy required by the Company that may apply to such executive under applicable law.

The following narrative, table, and footnotes set forth information concerning the total compensation earned during the fiscal year ended December 31, 2017,2018, by our Named Executive Officers.

The Board approved the Atlantic Capital Bancshares, Inc. Change in Control Plan (the 2014“2014 CIC Plan,”Plan”) on July 10, 2014. The 2014 CIC Plan was frozen to further participation at the time the Atlantic Capital Bancshares, Inc. 2017 Change in Control Plan (the “2017 CIC Plan”, and together with the 2014 CIC Plan, the “CIC Plans”) was adopted by the Board on October 19, 2017 to further participation in the 2017 CIC Plan.2017. The Compensation Committee administers the CIC Plans and selects which senior officers of the Company and the Bank will participate. The CIC Plans both provide 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 in the amount of (i) 1.5 times the sum of participant’s base salary and his or her annual cash incentive target bonus, plus (ii) an amount equal to participant’s base salary multiplied by his or her highest annual cash incentive target bonus percentage in effect for the calendar year in which participant is terminated, prorated based on the number of calendar days in the calendar year before the participant’s date of termination. Additionally, participants receive reimbursements by the Company of the COBRA coverage premiums, if any, paid by the participant for his or her self-only COBRA coverage each month until the earlier of 18 months following termination or the date the participant is eligible to receive healthcare coverage from a new employer. Further, any outstanding stock options, warrants, restricted stock, and other equity grants fully vest and any long-term incentive plan awards fully vest and will be paid at “target” upon the participant’s termination of employment.

A “change in control” as defined in the CIC Plans is: (i) a change in any one year period in the members of the Company’s or the Bank’s Boards of Directors such that the members of the Company’s or

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, Oakes, and Oglesby in 2017, the separation agreement entered into by the Company and Mr. Kramer in 2017 and the Company’s change in control plans are described under “Employment and Severance Agreements” and “Potential Payments Upon a Change in Control” above.

The 2015 Plan, subject to oversight by the Board, is administered by the Compensation Committee. 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 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 without the issuance of shares or pursuant to which such shares are forfeited to or reacquired by the Company. 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 outstanding awards, and shares subject to an award other than an option or SAR that are not issued for any reason (including failure to

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 related to an option for more than 1,000,000 shares of Common Stock (or the equivalent value thereof based on the fair market value per share of the Common Stock on the date of grant of an award) and (ii) no participant may be granted awards other than options or SARs that are settled in shares of

Awards granted under the 2006 Plan could be made to the employees and directors 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. As of December 31, 2018, 212,500 shares of the Company’s Common Stock could be issued pursuant to outstanding options under the 2006 Plan. The Compensation Committee administers the 2006 Plan, pursuant to Board delegation of authority.

The Company has awarded stock options and restricted stock awards to its executive officers and other employees. The terms of these awards typically provide for vesting over a defined period of time, generally over 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 the grant of 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.

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, 2017.2018. 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 are Messrs. Hertz (Chair), Hurwich, and Mauldin, and Ms.Mses. Cooper and Thomas. Mr. LeveyHurwich served as a member of the Compensation Committee until his resignation from the Boardterm expired on August 23, 2017.May 17, 2018. None of the members of the Compensation Committee during 20172018 served as an officer or employee of the Company during the year ended December 31, 2017.2018. No interlocking relationships exist between the Board or the Compensation Committee and the board of directors or compensation committee of any other company. None of the members of the Compensation Committee had any transaction that is required to be disclosed as a related person transaction pursuant to SEC rules.

The Company pays its non-employee directors fees for their service as directors. Under the 2015 Plan, in any twelve-month period, no non-employee director may be granted awards for more than $100,000 in fair value of shares of Common Stock (or the equivalent value thereof based on the fair market value of the Common Stock on the award’s grant date); provided that no director cash retainer fees or other fees settled in shares of Common Stock will be subject to this limitation. Director compensation is set by the Compensation Committee and approved by the Board. Each of our directors also serves as a director of the Bank but is not separately compensated for service on the Bank board of directors or committees thereof, except as indicated. For the year ended December 31, 2017,2018, the non-employee directors received:

The restricted shares granted in 20172018 were issued at a grant date fair value of $18.80$20.70 per share and generally vest on the first anniversary of the date of grant. All of the options that were granted in prior years to current and former Company non-employee directors have vested and become exercisable, which includes options to purchase an aggregate of 61,49861,404 shares of the Company’s Common Stock. For

Certain changes to non-employee director compensation have been made effective for fiscal year 2018, non-employee director2019. These changes include:

The following table sets forth information concerning the compensation earned for service on the Board during the fiscal year ending December 31, 20172018 by each individual who served as a non-employee director at any time during the fiscal year.

The Audit Committee of the Board of Directors currently is composed of four independent directors and operates under a written charter adopted by the Board of Directors. The Audit Committee annually reviews and assesses the adequacy of the Audit Committee charter.

Management is responsible for the Company’s internal controls and the financial reporting process. Ernst & Young LLP, the Company’s registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report on those financial statements. The Audit Committee, among other things, is responsible for monitoring and overseeing these processes and is directly responsible for the appointment, compensation, retention, and oversight of the Company’s independent auditors.

In this context, the Audit Committee has met and held discussions with management and the independent auditors. Management represented to the Audit Committee that the Company’s audited financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent auditors.

The Audit Committee reviewed with our independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee has discussed with the independent registered public accounting firm (i) the matters to be discussed as required by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the PCAOB and (ii) the independent registered public accounting firm’s independence from Atlantic Capital Bancshares, Inc., and its management, including the matters in the written disclosures and the letter we received from the independent registered public accounting firm required by the PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding the independent registered public accounting firm’s communications with the Audit Committee on independence. The Audit Committee considered the appropriateness of the provision of non-audit services by the independent registered public accounting firm relative to their independence.

Based upon the Audit Committee’s discussion with management and the independent auditors and the Audit Committee’s review of the representations of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2018.

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 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.

The Audit Committee of the Board of Directors has retained Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2019. Although the Audit Committee has the sole authority to select and appoint the independent registered public accounting firm, the Board deems it advisable to obtain your ratification of this appointment. In determining that Ernst & Young be retained as the Company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit services by Ernst & Young was compatible with maintaining Ernst & Young’s independence and concluded that it was.

Representatives of Ernst & Young are expected to be present at the Annual Meeting and will have the opportunity to respond to appropriate questions and to make a statement if they desire.

Properly submitted proxies will be voted “FOR” ratification of the appointment of Ernst & Young unless otherwise specified. If the shareholders do not ratify the appointment of Ernst & Young, the Audit Committee will consider a change in independent registered public accounting firm for the next fiscal year.

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 review, at least annually, and approve the terms of the audit engagement. At least annually, and at such other times as the Audit Committee deems necessary or appropriate to carry out its responsibilities, 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. In addition, particular categories of permissible non-audit services that are recurring may be pre-approved by the Audit Committee. 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 and the Audit Committee delegates such authority to the Chair. 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 provided 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 Related Person Transaction Policy. The Audit Committee reviews and approves all related party transactions between the Company and any related person, as defined by the SEC, on an ongoing basis and in accordance with the Company’s Related Person Transaction 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 year ended December 31, 20172018 Mr. Deriso, III was paid approximately $180,134$225,807 in aggregate compensation and received other benefits (approximately $19,000$19,379 in aggregate value), which is comparable to compensation and benefits received by employees having similar positions. During the first quarter of fiscal year ending December 31, 2018,2019, Mr. Deriso, III has been paid approximately $77,463$100,071 and has received other benefits (approximately $7,518$5,578 in aggregate value), which is comparable to compensation and benefits received by employees having similar positions. The compensation of Mr. Deriso, III was established by the Bank in accordance with its employment and compensation practices applicable to employees holding comparable positions.

As previously disclosed, the Bank completed the sale of its trust and fiduciary business to The Banc Group, LLC (“TBG”) on June 1, 2018. On December 14, 2017, the Bank entered into a Transfer, Purchase and Assumption Agreement with The Banc Group, LLC (“TBG”)TBG pursuant to which TBG agreed to purchase the trust and fiduciary business previously operated by the Bank as Southeastern Trust Company division for approximately $1.75 million, subject to certain adjustments. TBG is owned and controlled by D. Michael Kramer, former director, President and Chief Operating Officer of the Company and the Bank, and Jonathan B. Rolen, former Executive Vice President and Director of Wealth Management and Trust of the Bank. The Company’s financial advisor conducted an appropriate review of potential third party acquirers, and delivered an opinion that the purchase price was fair, from a financial point of view, to the Bank. The Audit Committee reviewed the proposed transaction pursuant to the Company’s Related Person Transaction Policy. During the second quarter of 2018, Atlantic Capital recorded a net gain of $1.7 million as a result of the sale.

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.

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 20192020 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, which is set forth under “Corporate Governance Matters—Change inMatters-Company Address” by December 3, 2018.13, 2019. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In order for a shareholder proposal, including a nomination for election to the Board of Directors, to be submitted at the 20192020 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 20192020 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 17, 20192020 and not later than the close of business on February 16, 2019.2020.

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, 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

It is presently anticipated that the Company’s 20192020 annual meeting of shareholders will be held in May 2019.2020. However, if the date of the 20192020 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 20182019 Annual Meeting, the Company will, in a timely manner, provide public notice of the new date of the 20192020 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.