We have fixed March 19, 20202021 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.

April 9, 20202021

PROXY STATEMENT FOR THE 20202021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 21, 202020, 2021

The Board of Directors (the “Board of Directors” or “Board”) of Atlantic Capital Bancshares, Inc. (the “Company”) is furnishing you this Proxy Statementproxy statement to solicit proxies, on its behalf, to be voted at the Company’s 20202021 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Thursday, May 21, 2020,20, 2021, at 10:00 a.m., Eastern Daylight Time, virtually via the Internet at www.meetingcenter.io/238798920,259530454, and at any adjournment or adjournments thereof.thereof. These proxy materials are first being mailed or made available to shareholders on or about April 9, 2020.2021.

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 nineten directors of the Company to serve one-year terms expiring at the 20212022 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, 2020;2021;

3.to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (as defined in this proxy statement);

4.to approve, on a non-binding advisory basis, the frequency of future shareholder advisory votes on the compensation of our Named Executive Officers; and

to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment thereof. The Board is not aware of any other business to come before the Annual Meeting.

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TABLE OF CONTENTS

41

GENERAL INFORMATION

Date, Time, and Place

The Company will hold its Annual Meeting virtually via the Internet at www.meetingcenter.io/238798920259530454 at 10:00 a.m., Eastern Daylight Time, on Thursday, May 21, 2020.20, 2021.

Purpose of the Annual Meeting

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

1.to elect nineten directors of the Company to serve one-year terms expiring at the 20212022 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, 2020;2021;

3.to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers;

4.to approve, on a non-binding advisory basis, the frequency of future shareholder advisory votes on the compensation of our Named Executive Officers; and

to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment thereof.  The Board is not aware of any other business to come before the Annual Meeting.

Recommendation of the Board of Directors

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.vote:

Who May Vote

Shareholders of record of Company common stock (“Common Stock”), as of the close of business on March 19, 2020,2021, 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. 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 21,484,57820,362,327 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

Voting Methods

If you are the registered holder of your shares, you may vote at the Annual Meeting: (i) by following the instructions at www.meetingcenter.io/238798920,259530454, (ii) by mail via your proxy card, (iii) by telephone, or (iv) on the Internet prior to the Annual Meeting. Instructions regarding telephone and Internet voting, and voting during the virtual Annual Meeting, 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 nominee, such as a bank or broker holds your shares, you will receive voting instructions directly from the bank or broker.broker.

Voting by Proxy

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, anddirector; a choice among “for,” “against,” and “abstain” with respect to the auditor ratification proposal.proposal; a choice among “for,” “against,” and “abstain” to vote, on a non-binding advisory basis, to approve our Named Executive Officer compensation; and “one year,” “two years” and “three years,” and “abstain” to vote, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of our Named Executive Officers. 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

The virtual Annual Meeting will begin promptly at 10:00 a.m., Eastern Daylight Time. You may log in beginning at 9:45a.m. We encourage you to access the virtual Annual Meeting prior to the start time leaving ample time to confirm that your internet or Wi-Fi connection is sufficient to access the features of the virtual Annual Meeting, and to allow sufficient time to check in.The virtual meeting platform is supported across browsers (Internet(MS Edge, Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) that have the most updated version of applicable software and plugins installed. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it, or you may call 1-888-724-2416. While there is no fee to attend the virtual Annual Meeting, you may incur data or other fees imposed by your internet or wireless carrier.

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Registration Instructions

If you are a registered shareholder (i.e., you hold your shares in certificated form or through our transfer agent, Computershare), you do not need to register to attend the virtual Annual Meeting. Please follow the instructions on the proxy card that you received.  

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If you hold your shares through an intermediary, such as a bank or broker, you must contact your bank or broker to obtain a valid proxy, and then register in advance to attend the virtual Annual Meeting.

Quorum and Vote Necessary for Action

Quorum. The presence of the holders of a majority of the outstanding shares of the Common Stock entitled to vote at the Annual Meeting, present in person (which includes shareholders who have accessed the virtual Annual Meeting and entered their control number) or represented by proxy, is necessary to constitute a quorum.

Broker Non-Votes. A broker holding shares in “street name” for a beneficial owner has discretion (but is not required) to vote the client’s shares with respect to “routine” matters if the client does not provide voting instructions. The broker, however, is not permitted to vote the client’s shares with respect to “non-routine” matters without voting instructions. A “broker non‑vote”non-vote” occurs when your broker submits a proxy for your shares but does not vote on a particular proposal because the broker does not have discretionary voting power for that item and has not received instructions from you. Broker non-votes, if any, will be counted for purposes of determining a quorum but will not be treated as votes cast and therefore will have no effect on the vote required for a particular matter.matter.

“Routine” and “Non-routine” Matters. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is considered a “routine” matter under applicable stock exchange rules. Therefore, even if your broker does not receive voting instructions from you, your broker is entitled (but not required) to vote your shares on this proposal. The election of directors is considered a “non-

REFERENCES TO OUR WEBSITE ADDRESS

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’sSecurities and Exchange Commission’s (the “SEC”) 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.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table sets forth information with respect to the beneficial ownership of Common Stock as of March 19, 20202021 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”)SEC and the information contained in those filings. Percentages are calculated based on 21,484,57820,362,327 shares outstanding as of March 19, 2020.2021. The nature of beneficial ownership of the shares included is presented in the notes following the table.

System, of Georgia Historical Society, Zoo Atlanta and supports other civic organizations in Atlanta. She earned a bachelor’s degree in biology and religion from Emory University and a master’s of business

designed for chronically ill and disadvantaged children that he founded in 1989. He sits on the boards of Atlanta Committee for Progress, Georgia Power Company, Georgia Ports Authority, Georgia Research Alliance, Woodruff Arts Center, and other civic organizations in Atlanta. Mr. Hertz serves as a trustee of  the Holly Lane Foundation and the Marcus Foundation. Mr. Hertz is Chair of the board of Tulane University and is the immediate Past Chair of the board of Atlanta Committee for ProgressTulane University and Children’s Healthcare of Atlanta. The Board believes that Mr. Hertz’s oversight and risk management experience, in addition to his knowledge of and experience in financial reporting and accounting, qualify him to serve on the Board.

Thomas “Tommy” M. Holder (63)(64) — Mr. Holder has been a director of the Company since March 2020. He has served as the CEOChief Executive Officer of Holder Construction Company since 1989 and as CEOChief Executive Officer and chairman since 1997 after serving in various positions in operations and management since 1976. A native of Atlanta and an active member in the community, Mr. Holder serves as board chair of Children’s Healthcare of Atlanta and is chair of the Facilities Committee of the Woodruff Arts Center. He has served on the Georgia Power Company (NYSE) board of directors since May 2019. In addition, he is a board member of the Westside Future Fund, the Metro Atlanta Chamber of Commerce, the Georgia Research Alliance, the Georgia Tech Foundation and the Georgia Historical Society. He is also a member of the Rotary Club of Atlanta. The Board believes that Mr. Holder’s knowledge of business operations and strategy, his experience managing an organization with a national presence, and his understanding of the Atlanta business community, particularly the construction and

the Community Depository Institutions Advisory Council of the Sixth Federal Reserve District and on the boards of directors of the High Museum of Art and the YMCA of Metropolitan Atlanta. The Board believes that Mr. Williams’ strong leadership as President and Chief Executive Officer, executive experience, deep institutional knowledge, and perspective regarding the Company’s strengths, weaknesses, and opportunities qualify him to serve on the Board.

Marietta Edmunds Zakas (61)(62) — Ms. Zakas has been a director of the Company since March 2011. Ms. Zakas has been Executive Vice President and Chief Financial Officer at Mueller Water Products, Inc. since January 2018. Prior to that, she was Senior Vice President of Strategy, Corporate Development, and Communications as well as interim head of Human Resources at Mueller Water Products, where she has been since 2006. Prior to joining Mueller Water Products, she served in various positions at Russell Corporation from 2001 to 2006, culminating in her role as Corporate Vice President, Chief of Staff, Business Development, and Treasurer. Ms. Zakas is a Trustee Emerita at Randolph College, is on the Investment Committee at Children’s Healthcare of Atlanta and serves on the board of the Atlanta Area Council, Boy Scouts of America. She has also served on the boards of Randolph-Macon Woman’s College (now Randolph College), The Westminster Schools, Berkeley Divinity School ofat Yale University, and Georgia Trust. Ms. Zakas earned a B.A. from Randolph-Macon Woman’s College, a J.D. from the University of Virginia School of Law, and an MBA from the University of Virginia Darden School of Business. The Board believes that

Manager in Wachovia’s Capital Markets Division, supporting the bank’s private equity and venture

CORPORATE GOVERNANCE MATTERS

Director Independence

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

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The Board has evaluated the relationships between each nominee for director and individual serving as a director during 20192020 (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 20192020 is independent under the applicable NASDAQ listing standards:  Walter M. “Sonny” Deriso, Jr., Shantella E. Cooper, David H. Eidson, Henchy R. Enden, James H. Graves, Douglas J. Hertz, R. Charles Shufeldt,Thomas M. Holder, Lizanne Thomas, and Marietta Edmunds Zakas.  In addition, the Board has determined that Thomas M. Holder is independent under applicable NASDAQ listing standards. Former director Larry D. MauldinR. Charles Shufeldt was determined to be independent under applicable NASDAQ listing standards prior to his term expiring at the 20192020 annual meeting of shareholders.

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

Board Meetings and Director Attendance

The Board of Directors held six regular meetings and three special meetings during 2019.2020. Each director attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which he or she served during the time in which he or she was a director and committee member, as applicable.

Director Attendance at Annual Meeting

The Company believes that the Annual Meeting is an opportunity for shareholders to communicate directly with the Company’s directors. Consequently, although the Company does not have a formal policy regarding director attendance at annual meetings of shareholders, each director is encouraged and expected to attend the 20202021 Annual Meeting. Each of our directors who was then in office attended our 20192020 annual meeting of shareholders.

Company Address

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

Atlantic Capital Bancshares, Inc.

945 East Paces Ferry Road NE, Suite 1600

Atlanta, GA 30326

Attention: Secretary

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Committees of the Board of Directors

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

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Chair = Chairperson                                 X = Member

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

Audit Committee:  The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial reporting and internal controls, and the qualifications, independence, and performance of the Company’s independent accounting firm, internal audit functions, and compliance with legal and regulatory requirements. In addition, the Audit Committee assists in identifying and managing the risks faced by the Company and is responsible for the appointment, compensation, and oversight of the independent auditors and review of the Company’s financial statements, audit reports, internal controls, and internal audit procedures. The Audit Committee carries out all other tasks and responsibilities as more fully described in the Audit Committee Charter. The Audit Committee is a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. Each member of the Audit Committee has been determined to be an independent director in accordance with the independence standards of the SEC and NASDAQ applicable to audit committees. The Board has determined that threefour members of the Audit Committee, Marietta Edmunds Zakas, David H. Eidson, Henchy R. Enden and James H. Graves, and R. Charles Shufeldt, each qualify as an “audit committee financial expert” as defined in SEC rules and regulations. The Audit Committee met eight times during 2019. 2020.  

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

(the “Code”), and (iii) a “non-employee director” under applicable SEC regulations. The Compensation Committee metheld four timesregular meetings and two special meetings during 2019.2020.

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

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Pursuant to its charter, the Governance and Nominating Committee periodically reviews the Company’s corporate governance matters, including criteria for the selection of Board members to ensure that the criteria, including diversity, are being addressed appropriately and conducts an annual assessment of its performance and of the charter and recommends changes to the Board when necessary. Each member of the Governance and Nominating Committee has been determined to be an independent director, in accordance with the independence standards of NASDAQ. The Governance and Nominating Committee metheld one time in 2019.regular meeting and one special meeting during 2020.

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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 CommissionSEC 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 “SubmissionSubmission of Future Shareholder Proposals and Nominations.”Nominations. Shareholders wishing to propose a candidate for consideration may do so by submitting the above information by mail, as specified in “Corporate Governance Matters—Company Address.” All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to such director nominations will be presented to the Governance and Nominating Committee for its consideration.

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

Board Leadership Structure

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

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

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

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

Role in Risk Oversight

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

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

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

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

Corporate Governance Guidelines

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

Code of Business Conduct and Ethics

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

Shareholder and Interested Party Communications with Directors

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

Process for Nominating Potential Director Candidates

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

and willingness to devote time to the affairs and success of the Company and in fulfilling the responsibilities of a director; (vi) the extent to which the interplay of the candidate’s expertise, skills, knowledge, and experience with that of other Board members will contribute to a Board that is effective, and responsive to the needs of the Company. Pursuant to the Company’s Corporate Governance Guidelines, nominees must alsoalso: (i): have substantial or significant business or professional experience or an understanding of banking, economics, finance, marketing, real estate, financial reporting or other disciplines relevant to the business of the Company; and (ii) be free from any conflict of interest that would violate any applicable law or regulation or have any other relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Board or of a Board committee. Nominees must also possess a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust.

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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.  

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

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

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION AND OTHER INFORMATION CONCERNING OUR

EXECUTIVE OFFICERS AND DIRECTORS

As of December 31, 2020, we ceased being an “emerging growth company,”company” under the Jumpstart Our Business Startups Act of 2012 we areand, therefore, this proxy statement includes information with respect to our executive compensation program, policies, and practices that was not previously required, to include aincluding this Compensation Discussion and Analysis, sectionor CD&A, certain additional compensation tables as set forth following the CD&A, an advisory vote of our shareholders on the compensation of our Named Executive Officers, which is included as Proposal No. 3 in this proxy statement, and an advisory vote of our shareholders on the preferred frequency of future shareholder advisory votes on the compensation of our Named Executive Officers, which is included as Proposal No. 4 in this proxy statement.  However,

The CD&A explains how we have electedpay our executives and how the Compensation Committee of our Board oversees executive pay, including the rationale and processes the Compensation Committee used to provide certain information concerningset executive pay in 2020. The CD&A summarizes the objectives and specific elements of our 2020 pay program, including base salary, short-term variable cash compensation, philosophy and goals in this “Compensation and Other Information Concerning our Executive Officers and Directors” section,long-term variable equity compensation. The CD&A, which goes beyond the scaled disclosures that apply to emerging growth companies. The following discussionmay include forward-looking statements, should be read together with the compensation tables and related disclosures regarding our executive and director compensation. Actual compensation programs that we may adopt or future compensation decisions that we may make following the date of this proxy statement may differ materially from our existing and anticipated programs discussed below.follow it. The term “executives” and “executive officers” in this section refers to executive officers within the meaning of Section 16 of the Exchange Act and other officers determined to be executive officers by the Compensation Committee. Our “Named Executive Officers” include the following executive officers and have been determined in accordance with applicable SEC Rules:

Executive Summary

2020 Results

In 2020, we faced a number of challenges that required us to efficiently manage our business to achieve operational success.

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We consider our executive pay program to be instrumental in helping us achieve our business objectives and effective in rewarding our executive officers for their roles in achieving strong financial and operational performance. The Company’s successes in 2020 were due to the substantial efforts of our executive officers and many other employees across all departments of the Company.

Our executive pay program is designed to:

Pay Philosophy

We target base salary, annual cash incentive awards, and long-term equity grants, as well as total pay, to be market competitive for our executive officers. Our Compensation Committee believes that a strong proxy to determine market competitiveness of pay is the median of our peer group, including individual pay components, as well as total pay. However, because comparative data is one of several tools that are used in determining executive officer compensation, competitiveness of compensation may fluctuate based on a number of factors, including:

To align the long-term interests of our executives, shareholders, and customers, our Compensation Committee uses performance-based incentive awards to place a significant component of each executive’s pay at risk.  This structure encourages our executives to focus on both short- and long-term performance and provides a reward to our executives, shareholders, and customers when we achieve our financial and operating objectives.  

Compensation-Related Highlights

The Compensation Committee also believes that our executive pay program appropriately mitigates the risk associated with incentive-based pay. The Compensation Committee has designed the entire program and the metrics under our annual and long-term performance-based incentive awards to curb inappropriate risk taking. For example, we do not offer guaranteed bonuses. In developingaddition, our compensation strategy, we seek to engage in responsible compensationlong-term performance-based incentive awards utilize multiple performance metrics and governance practices that incorporate industry best standards and promoterewards under those plans are aligned with the interestinterests of our shareholders. TheseIf our shareholders benefit from our performance, our executive officers are rewarded. Furthermore, we do not maintain a non-performance-based supplemental executive retirement plan, and our retirement, healthcare, and welfare benefit programs for executives are generally the same as for all employees and are discussed in the “Executive Compensation” section of this proxy statement. Finally, we maintain stock ownership guidelines and a compensation recovery policy for our executives. In light of these pay practices, include:the Compensation Committee believes that our executive pay program appropriately addresses the risks associated with performance-based incentives.

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The target pay mix for our Named Executive Officers generally was unchanged in 2020 from 2019.

For our Chief Executive Officer, approximately 50 percent of the overall targeted pay in 2020 (base salary plus targeted annual and long-term incentives) related to performance-based incentive awards. For our Named Executive Officers other than the Chief Executive Officer, that percentage averaged 44 percent. The charts below depict the target total pay mix for our Chief Executive Officer and the average of our other Named Executive Officers.

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Our Pay Practices

Our executive pay program accomplishes our goals by incorporating certain pay practices while avoiding other, more problematic or controversial practices.

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The Compensation Committee, with input from its independent compensation policies asconsultant, annually reviews and selects the peer companies, which generally consist of publicly traded regional commercial bank holding companies. For 2020, the peer companies were selected primarily based upon the following criteria: (i) similar business operations and geographic footprint; (ii) assets and market capitalization between approximately one-third and three times our assets and market capitalization; and (iii) competitors for executive talent. During 2020, our peer group consisted of the following 18 companies:

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Decision-Making Process and Role of Executive Officers

The Compensation Committee works with F.W. Cook to analyze competitive market data to determine appropriate base salary levels, annual incentive target levels, and long-term incentive target levels for all of our executives, paying particular attention to applicable comparisons with our peer group. With respect to our employeesChief Executive Officer’s pay, the Compensation Committee conducts an annual performance assessment of the Chief Executive Officer and believesdetermines appropriate adjustments to all elements of his pay based on his individual performance and the Company’s performance. For the other executive officers, the Chief Executive Officer makes recommendations to the Compensation Committee for all elements of pay based on individual performance, market data from our peer group and published survey data. The Compensation Committee reviews, discusses, modifies, and approves, as appropriate, these recommendations.

After determining appropriate levels, the Compensation Committee recommends both Chief Executive Officer and executive officer pay to the Board for approval. The Chief Executive Officer is not a member of the Compensation Committee and does not vote on Board matters concerning executive pay.

The Compensation Committee approves executive base salaries, makes long-term incentive grants, reviews and approves performance metrics results for the prior year, and sets goals for the new year annual incentive program typically in late January or early February.  

Pay Components

The table below provides a high-level summary of our typical executive pay package followed by a more detailed summary of how we paid our executives during 2020.

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Base Salary

The Compensation Committee considers adjustments to base salaries for executive officers on an annual basis. For 2020, the Compensation Committee did not increase the base salaries for our Named Executive Officers that took effect on March 1, 2019. The table below sets forth the base salaries for our policies do not encourage excessiveNamed Executive Officers.

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(1) Amounts reflect the base salary increase which took effect on March 1, 2019.

Short-Term Incentive Plan (STI Plan)

Under the 2020 Short-Term Incentive Plan (the “STI Plan”), the Compensation Committee will designate participants and unnecessary risk-taking,establish performance measures and thatperformance objectives for the potential earning of bonuses with respect to a performance period. The Compensation Committee will establish a target bonus for each participant for each performance period.  Performance goals may include a threshold level of risk that they do encourageperformance which no bonus will be paid and levels of performance at which specified percentages of the target bonus may be paid and may also include a maximum level of performance above which no additional bonus will be paid.  Performance objectives may be based on corporate, business unit, division, department, line of business, individual, and/or other performance factors and criteria, as established by the Compensation Committee, and performance objectives may carry different weighting. The Compensation Committee is not reasonably likely

authorized at any time before, during or after a performance period, in its discretion, to have a material adverse effect onadjust or modify the Company.terms of bonuses or performance objectives or specify new awards as well as to increase, modify, reduce or eliminate the amount of any bonus granted with respect to any participant.  

ElementsThe STI Plan incentive awards will generally be paid in cash. However, the Compensation Committee has authority to authorize the grant of equity awards and/or the issuance of shares of Common Stock in lieu of cash payments and in satisfaction of any bonus earned under the STI Plan.  Any equity awards and/or shares of common stock delivered as payment for any bonus earned under the STI Plan will be issued under the Company’s 2015 Stock Incentive Plan (the “Stock Incentive Plan”) and/or other applicable stock plan (as determined by the Compensation Committee) and will be subject to the terms and conditions of such stock plan and any related award agreements.

OurUnder the STI Plan, executive officers are eligible to receive cash incentives on a mixcase-by-case basis in order to reward achievement of variablespecified performance metrics.  Such performance metrics are generally recommended by our Chief Executive Officer (other than with respect to the Chief Executive Officer) and fixed compensation. Key elementsapproved by the Compensation Committee. The cash incentive under the STI Plan gives the Company the flexibility to take into consideration different quantitative and qualitative measures over the fiscal year in determining the eligible executive’s bonus. In determining incentive amounts under the STI Plan, the Company may consider a combination of factors, including the Company’s overall and the individual’s performance.  The incentive awards are contingent upon meeting an established threshold level of the Company’s ratio of average non-performing assets to average total assets. Participants in the STI Plan will be subject to certain forfeiture and/or recoupment provisions and policies in the event that the participant engages in certain types of conduct.

In January 2020, the Compensation Committee established performance goals under the STI Plan for the performance period ending December 31, 2020 to include: (i) the Company’s pre-tax, pre-incentive operating income and (ii) certain business unit/departmental and individual performance objectives weighted 75% and 25% respectively. The incentive opportunity is based upon achievement of the performance goals at threshold, target and maximum performance levels (with interpolation between the levels), with bonus amounts ranging between 0% to 60% of base salary for selected executives other than Mr. Williams and between 0% to 75% of base salary for Mr. Williams. However, since the impact of the COVID-19 pandemic was not considered or known at the time the STI Plan performance metrics were set, the Compensation Committee subsequently modified the threshold level of pre-tax, pre-incentive operating income that has been achieved before any incentive under the STI Plan would be paid. Otherwise, no incentives would have been earned for the performance period ending December 31, 2020 associated with this metric.

Actual STI Plan cash incentive awards earned by each Named Executive Officer in 2020 are reflected in the following table.

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Long-Term Incentive Plan (LTI Plan)

The purpose of our Executive Officer Long-Term Incentive Plan (the “LTI Plan”) is to (i) balance the short-term orientation of other compensation include:

elements; (ii) directly align management and shareholder

interests; (iii) focus executives on the achievement of long-term results; (iv) support the growth and profitability of the Company and the Bank; and (v) retain executive talent. Incentives under the LTI Plan may be paid in lump sum in cash or in Common Stock Ownership Guidelinesor in any combination of cash and Common Stock at the discretion of the Compensation Committee of the Board. LTI Plan incentives settled in Common Stock are paid under our Stock Incentive Plan or other applicable stock plan and subject to the terms of the Stock Incentive Plan and applicable award agreements.  

Awards are granted under the LTI Plan for a performance period, which means a period of more than one calendar year and has historically been a three-year period.  The Company maintains aCompensation Committee grants the performance share awards under the Stock OwnershipIncentive Plan at the beginning of the given performance period (which will be settled in shares of Common Stock at the end of the LTI Plan performance period, to the extent earned). Awards are based on performance metrics set by the Compensation Committee, which may be based on company-wide performance, business unit or division performance, individual performance, or any combination of the foregoing. Incentive opportunity is based upon achievement of the given performance metric at threshold, target and Equity Retention Policy that requires:maximum performance levels (with linear interpolation between the levels). The incentive awards are contingent upon meeting the threshold level of the Company’s three year average net charge offs to average loans. The performance share awards are subject to further terms and conditions as set forth in an award agreement.

2020 Long-Term Incentive Plan (2020 LTI Plan).In January 2020, the Compensation Committee established performance goals under the LTI Plan for the 2020 – 2022 performance period (the “2020 LTI Plan”).  The performance goals for the 2020 LTI Plan include: (i) three-year average earnings per share growth and (ii) three-year total shareholder return relative to the KBW Nasdaq Regional Banking Index, with each performance metric equally weighted. Our Compensation Committee increased the 2020 LTI Plan target by 5% for the Chief Executive Officer to own at least five (5) times his or herand our Named Executive Officers. Target bonus amounts are expressed in dollars equaling 40% of the Named Executive Officer’s base salary, or 50% in sharesthe case of Common Stock; (ii) other executive officersMr. Williams. Incentives are subject to a maximum of 200% of the target amount. Awards, if any, under the 2020 LTI Plan will be paid in early 2023 based on the Company’s audited consolidated financial results for fiscal years 2020 through 2022 and any other executives or employees selectedadjustments made by the Compensation Committee or BoardCommittee.

The following table reflects the target awards granted to own at least one (1) time his or her base salaryeach Named Executive Officer under the 2020 LTI Plan:

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2018 Long-Term Incentive Plan (2018 LTI Plan).The three-year performance period of the 2018 – 2020 LTI Plan (the “2018 LTI Plan”) ended on December 31, 2020. Awards under the 2018 LTI Plan were paid in sharesearly 2021 based on the Compensation Committee’s review of Common Stock;Company’s performance for fiscal years 2018 through 2020. The 2018 LTI Plan performance goals were based on the company-wide performance measures, including: (i) three-year average operating return on average assets and (iii)(ii) three-year total shareholder return relative to the KBW Nasdaq Regional Banking Index, with each non-employee director to beneficially own at least five (5) times the annual cash retainer (exclusiveperformance metric equally weighted.

Actual LTI Plan awards paid to each Named Executive Officers under the 2018 LTI Plan for the three-year performance period ending December 31, 2020 are reflected in the following table:

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2020 (Restricted Stock Award)

Mr. Fleming was awarded a director for Board serviceone-time restricted stock award of 1,181 shares on April 22, 2020, which will vest on April 22, 2021. The purpose of Mr. Fleming’s 2020 restricted stock award was to serve as an adjustment to recognize a previous change in shares of Common Stock. These shares may be acquired over a period of five (5) years beginning withhis position and base salary.

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2021 Executive Compensation

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Effective March 1, 2021, the later of the date the policy was adopted (January 18, 2018) or the date the individual became subject to the policy. Eachbase salaries of our Named Executive Officers will be as follows: Mr. Williams—$568,000; Mr. Oakes—$365,000; Mr. Oglesby—$365,000; Mr. Shreiner—$365,000; and Mr. Fleming—$310,000.

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On December 17, 2020, the majority of our directors currently satisfyBoard, upon the applicable stock ownership amounts required under our Corporate Governance Guidelines. See “Security Ownership of Certain Beneficial Owners and Management” above for a specific listingrecommendation of the amount of Common Stock beneficially owned, as of March 19,Compensation Committee, approved a new formal Atlantic Capital Bancshares, Inc. Short-Term Incentive Plan (the “2020 STIP”). The 2020 by each director and Named Executive Officer in this Proxy Statement.  

Prohibition on Hedging and Pledging

The Company maintains a Policy Statement on the Prevention of Insider Trading. Pursuant to this policy, directors, officers, employees, consultants, and contractors of the Company are generally prohibited from engaging in active trading, “day trading,” or any type of short sale or purchasing any financial instrument (including prepaid variable forward contracts, equity swaps, collars, exchange-traded options, or other derivative instruments) that is designed to hedge or offset any decrease in the market value ofSTIP will be effective for the Company’s securities. Trading in derivative instruments involving Company securities (other than the exercise of options and the sale of shares underlying equityshort-term incentive awards granted under a Company equitycommencing on or after January 1, 2021. The 2020 STIP provides an annual performance-based incentive plan) or any company with whom the Company has a significant relationship is prohibited, regardless of the purpose of such proposed transaction, unless such transaction is determined, to the satisfaction of the Chief Risk Officer, to be consistent with applicable rules, laws and the Company’s insider trading policy. Additionally, such individuals may not hold Company securities in a margin account and may not pledge Company securities as collateralopportunity for a loan without the prior approval of the Company’s Chief Risk Officer; however, these prohibitions do not apply to any broker-assisted “cashless” exercise or settlement of awards granted under a Company equity incentive plan. 

Compensation Recovery Policy

The Company maintains a Compensation Recovery Policy that applies to all executive officerseligible employees of the Company and such other employee participants inits affiliates, including the Company’s equity incentive plans, cash incentive plans, and/or other applicable plans, policies,Named Executive Officers. The 2020 STIP is designed to attract, retain, motivate and agreements who are deemed subject to the policy from time to time. Such covered persons may be required to forfeit and/or return toreward participants while promoting a closer alignment of interests with those of the Company all, or a portion of, any cash-based incentive compensation and/or equity-based incentive compensation receivedand its shareholders. The 2020 STIP will be administered by such person (including equity awards and shares of Common Stock received pursuant to an award) in the event such persons were awarded incentive compensation based on financial results that are subsequently restated due to the misconduct of such person (or otherwise required by applicable law), or if such covered persons are found to have engaged in certain conduct detrimental to the Company.Compensation Committee.

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Compensation Committee ReportEmployment and Severance Agreements

2020 Employment Agreements

We provide severance and post-termination benefits to certain executive officers. The Compensation Committee has reviewedfollowing employment agreements were in effect during 2020 and discussed the foregoing section entitled “Compensation and Other Information Concerning our Executive Officers and Directors” with management. Basedexpired 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

maintained by the Company applicable generally to senior executives and also providesprovided for paid vacation of not less than four (4) weeks and reimbursement of reasonable travel and entertainment expenses. Mr. Williams is also entitled to a $1,000,000 life insurance policy. Mr. Williams’ life insurance policy benefit is part of the Company’s greater bank owned life insurance policy purchased for Mr. Williams, with the portion of such policy representing Mr. Williams’ personal benefit being purchased in years prior to 2014.

The Boards of Directors of the Company and the Bank may terminatecould have terminated the employment agreement at any time and for any reason, with or without cause. In the event of Mr. Williams’ termination without cause or a resignationtermination by Mr. Williams for good reason (whether or not in connection with a change in control), Mr. Williams iswas entitled to a severance payment of 2.25 times the sum of his annual base salary and his target STIP bonus, in addition to pro-rated portions of his STIP and LTIP compensation for the performance period during which the termination occursoccurred (to the extent earned). Mr. Williams and his eligible dependents arewere also entitled to continued health insurance coverage for a period not to exceed 18eighteen (18) months and additional Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage for up to 18eighteen (18) months following the initial 18-month period, for an aggregate of up to 36 months’thirty-six (36) months of medical coverage, or until Mr. Williams iswas provided comparable benefits by another employer. Mr. Williams may terminatehave terminated the employment agreement at any time. In the event that he resignsresigned without good reason, he willwould not receive a severance payment. Further, if Mr. Williams’ employment terminatesterminated due to disability, he willwould receive his base salary through the termination date, any earned but unpaid STIP and LTIP compensation for any prior period (pro-rated and to the extent earned), an amount equal to 1.0 times his annual base salary, and the continuation of participation in the Company’s health care plan as if he were still an active employee for up to 12twelve (12) months following termination of employment (or until another employer provides him comparable benefits). Any severance benefits paid by the Company to Mr. Williams as a result of his termination due to his disability will bewould have been subject to offset for insurance benefits paid to him under his employment agreement or any other disability program or policy maintained by the Company.

level comparable to that offered to other senior executives. The employment agreements provideprovided that Mr. Oakes, Mr. Oglesby and Mr. Oglesby areShreiner were eligible to participate in the employee benefit plans, programs and policies maintained by the Company applicable generally to senior executives and also provideprovided for not less than four (4) weeks of annual paid vacation and reimbursement of reasonable travel and entertainment expenses.

Pursuant to their employment agreements, if the Company terminatesterminated the employment of Mr. Oakes, Mr. Oglesby or Mr. Oglesby,Shreiner, respectively, without cause, or Mr. Oakes, Mr. Oglesby or Mr. Oglesby,Shreiner, respectively, terminatesterminated his employment for good reason (whether or not in connection with a change of control), the executive will bewould have been entitled to receive a severance payment.  Mr. Oakes will bewas entitled in such circumstance to receive a severance payment equal to 2.25 times his annual base salary and his target STIP bonus. Mr. Oglesby will beand Mr. Shreiner, respectively, were entitled to a severance payment equal to 2.0 times his annual base salary and his target STIP bonus. Additionally, both Mr. Oakes, Mr. Oglesby and Mr. Oglesby areShreiner were 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.occurred. Each of them and their eligible dependents arewere also entitled to the continuation of participation in the Company’s health care plan as if the executive werewas 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’months of medical coverage (or until the executive iswas provided comparable benefits by another employer). Further, if Mr. Oakes’, Mr. Oglesby’s or Oglesby’sMr. Shreiner’s employment terminatesterminated due to disability, he will receivewould have received his base salary through his termination date, any earned but unpaid STIP and LTIP compensation for any prior period (pro-rated and to the extent earned), an amount equal to 1.0 times his annual base salary, and continuation of participation in the Company’s health care plan as if he were still an active employee for up to 12twelve (12) months following termination of employment (or until another employer provides comparable benefits). Any severance amounts paid by the Company to Mr. Oakes, Mr. Oglesby or Mr. OglesbyShreiner as a result of his termination due to disability will bewould have been subject to offset for insurance benefits paid to the executive under the employment agreement or any other disability program or policy maintained by the Company.

of termination of employment under certain circumstances, including a change in control. The Severance Plan supersedes the existing employment agreements in effect with certain executive officers, including Messrs. Williams, Oakes, Oglesby, and Shreiner, which expired on December 31, 2020.

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The effective date of the Severance Plan is December 17, 2020. The initial term of the Severance Plan expires December 31, 2022, although the Board or the Compensation Committee may extend the term until December 31, 2023 or such later date(s) as may be determined by the Board or the Compensation Committee (as defined in the Severance Plan, the “term”). The Severance Plan will be administered by the Compensation Committee.

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As a condition to participation, selected participants must enter into a Participation Agreement (each, a “Participation Agreement”). The Participation Agreement specifies a participant’s levels, or multiples, of potential severance benefits and contains certain other terms and conditions related to participation.

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The Compensation Committee has selected certain senior executive officers, including Messrs. Williams, Oakes, Oglesby, and Shreiner (the “Participating Named Executive Officers”) to participate in the Severance Plan pursuant to Participation Agreements that were effective January 1, 2021.

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Under the Severance Plan, in the event a participant’s employment is terminated other than in connection with a change in control as a result of a “qualifying termination” (termination of the participant’s employment by the participant for good reason (as defined in the Severance Plan) or by the Company for any reason other than for cause, death or total disability (as defined in the Severance Plan)), the participant will be entitled to receive the following benefits: (i) unpaid base salary through the date of the participant’s termination of employment (the “termination date”), and (ii) any unpaid incentive compensation for any prior performance period, pro rata and to the extent earned. In addition, if the participant complies with the restrictive covenants contained in the Severance Plan (described below) and executes a waiver and release acceptable to the Company, then the participant will be entitled to receive the following additional benefits: (A) a severance payment equal to the participant’s severance multiple (as defined in the Severance Plan) times the sum of the participant’s base salary and target bonus for the year of termination, with such severance payment to be paid in twelve (12) equal monthly installments (without interest), as well as (B) a pro rata short-term incentive compensation payment and a pro rata long-term incentive compensation payment (without interest) (collectively, the “Pro Rata Incentive Compensation”), in each case, to the extent earned, for the performance period during which the participant’s termination of employment occurs. The severance multiple for Messrs. Williams and Oakes in the non-change in control context is 2.25 times base salary and target bonus, and the severance multiple in such context for all other Participating Named Executive Officers is 2 times base salary and target bonus. In addition, the Company will continue to provide the participant and the participant’s dependents who are qualified beneficiaries with health insurance coverage as if he or she were an active employee for up to eighteen (18) months.

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In the event a participant’s employment is terminated as a result of a qualifying termination within eighteen (18) months immediately following a change in control or within three (3) months immediately prior to such change in control, the participant will be entitled to receive the following benefits: (i) unpaid base salary through the termination date, and (ii) any unpaid incentive compensation for any prior performance period, pro rata and to the extent earned. In addition, if the participant complies with the covenants described in the Severance Plan and executes a waiver and release acceptable to the Company, then the participant will be entitled to receive the following additional benefits: (A) a severance payment equal to the participant’s change in control severance multiple (as defined in the Severance Plan) times the sum of the participant’s base salary and target bonus for the year of termination,  with such severance payment to be paid in twelve (12) equal monthly installments (without interest), as well as (B) Pro Rata Incentive Compensation, to the extent earned, for the performance period during which the participant’s termination of employment occurs. The change in control severance multiple for Mr. Williams is 3 times base salary and target bonus, and the change in control severance multiple for all other Participating Named Executive Officers is 2.5 times base salary and target bonus. In addition, the Company will continue to provide the participant and the participant’s dependents who are qualified beneficiaries with health insurance coverage as if he or she were an active employee for up to

eighteen (18) months. Further, if both a qualifying termination and a change in control occur within twelve (12) months following the expiration of the Severance Plan term and was pursuant to significant negotiations that occurred during the Severance Plan term, then the participant will be entitled to the benefits described in this paragraph as if the Severance Plan was still in effect.

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If a participant’s employment is terminated by reason of death, the Company will pay the participant (or his or her estate or representative) any unpaid base salary through the participant’s termination date, and any earned but unpaid incentive compensation for any prior performance period, pro rata and to the extent earned. In addition, pursuant to the terms of the Severance Plan and individual Participation Agreements, each participant is entitled to an executive death benefit (as defined in the Severance Plan) under certain circumstances. The executive death benefits for the Participating Named Executive Officers are as follows: Mr. Williams, $2,000,000 (an additional $1,000,000 above the $1,000,000 provided under his employment agreement); and all other Participating Named Executive Officers, $1,000,000 each.

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If a participant’s employment is terminated by reason of disability, the Company will pay the participant any unpaid base salary through the participant’s termination date and any earned but unpaid incentive compensation for any prior performance period, pro rata and to the extent earned. In addition, if the participant complies with the covenants described in the Severance Plan and executes a waiver and release acceptable to the Company, then the participant will be entitled to receive a severance payment equal to the participant’s annual base salary, with such severance payment to be paid in twelve (12) equal monthly installments (without interest) reduced by amounts paid under any other disability program or insurance maintained by the Company.  In addition, the Company will continue to provide the participant and the participant’s dependents who are qualified beneficiaries with health insurance coverage as if he or she were an active employee for up to twelve (12) months.

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If a participant’s employment is terminated by the Company for cause, the Company will pay the participant any unpaid base salary through the participant’s termination date.  

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If a participant’s employment is terminated by the participant without good reason (e.g., voluntary termination), the Company will pay the participant any unpaid base salary through the participant’s termination date, and any earned but unpaid incentive compensation for any prior performance period, pro rata and to the extent earned.

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Payment of certain benefits to a participant under the 2015Severance Plan may be inis subject to the formparticipant’s compliance with certain confidentiality, return of incentiveCompany property, non-diversion, non-compete, non-solicit, non-piracy and nonqualified stock options, stock appreciationnon-disparagement provisions during and following the termination of employment with the Company. The participant’s rights, (“SARs”) (including related and free standing SARs),if any, with respect to any performance share awards, restricted stock awards, restricted stock unitunits and/or other equity awards performance share awards, performance unit awards, phantom stock awards, other stock-based awards, cash bonus awards, or dividend equivalent awards. The Named Executive Officers earned other stock-based awards in connection with the 2017 – 2019 and the 2016 – 2018 LTI Plan performance periods. These awards represent fully vested shares of Common Stock awarded in January 2020 and January 2019, respectively. Additionally, the Named Executive Officers were granted performance share awards in April 2018 in connection with the 2018 – 2020 LTI Plan performance period and in January 2019 in connection with the 2019 – 2021 LTI Plan performance period. The performance share awards represent the right to receive shares of Common Stock based upon the degree to which performance goals are achieved forsuch participant under any Company equity-based incentive plans will be determined under the applicable LTI Plan performance period. For additional information regarding the 2015 Plan, please see “Employee Benefit Plans – 2015 Stock Incentive Plan” below.