UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2021 Performance Measures Set for the STI Plan
On January 20, 2021, the Compensation Committee of the Board of Atlantic Capital Bancshares, Inc. (the “Company”), pursuant to authority delegated to it by the Board, established performance goals under the Atlantic Capital Bancshares, Inc. Executive Officer Short Term Incentive Plan (the “STI Plan”) for the performance period ending December 31, 2021. The Compensation Committee selected Douglas L. Williams, Patrick T. Oakes and Richard A. Oglesby, Jr., in addition to other key employees, to participate in the STI Plan.
Performance goals established under the STI Plan for 2021 are based on (i) the Company’s ratio of non-performing assets to total assets, (ii) the Company’s pre-tax, pre-incentive operating income and (iii) certain business unit/departmental and individual performance objectives. A threshold ratio of non-performing assets to total assets must be achieved before any bonus under the STI Plan is paid, and otherwise the bonus 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 20% to 60% of base salary for selected executives other than Mr. Williams and between 25% to 75% of base salary for Mr. Williams. Any bonus earned under the STI Plan for 2021 will be paid in cash.
2021 Performance Measures Set for the LTI Plan
On January 20, 2021, the Compensation Committee of the Board, pursuant to authority delegated to it by the Board, established performance metrics under the Atlantic Capital Bancshares, Inc. Executive Officer Long Term Incentive Plan (as amended and restated) (the “LTI Plan”) for the performance period January 1, 2021 - December 31, 2023 (the “2021-23 Performance Period”). The Compensation Committee selected Douglas L. Williams, Patrick T. Oakes and Richard A. Oglesby, in addition to other key employees, to participate in the LTI Plan.
Performance goals established under the LTI Plan for the 2021-23 Performance Period 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. Bonus opportunity is based upon achievement of the given performance metric at threshold, target and maximum performance levels (with linear interpolation between the levels). No bonus will be paid for a performance metric if threshold performance for that metric is not obtained. Target bonus amounts are expressed in dollars equaling 40% of the executive’s base salary, or 50% in the case of Mr. Williams. Bonuses are subject to a maximum of 200% of the target amount. Bonuses for the 2021-23 Performance Period under the LTI Plan will be evidenced by the issuance of performance share awards under the Atlantic Capital Bancshares, Inc. 2015 Stock Incentive Plan (as amended and restated) and settled in shares of Common Stock to the extent earned.
Base Salary
Effective March 1, 2021, the base salaries of our Chief Executive Officer, Chief Financial Officer and other named executive officer have been set as follows:
Officer | Base Salary | |
Douglas L. Williams |
| $568,000 |
Chief Executive Officer |
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Patrick T. Oakes |
| $365,000 |
Chief Financial Officer |
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Richard A. Oglesby, Jr. |
| $365,000 |
General Banking Division Executive |
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Award Agreements
In connection with the adoption of the Atlantic Capital Bancshares, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”), previously filed as Exhibit 10.2 on the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 21, 2020, the Compensation Committee of the Board approved certain updated award agreements, including (i) an updated Performance Share Award Agreement (for Severance Plan Participants); (ii) an updated Restricted Stock Unit Agreement (for Severance Plan Participants); (iii) an updated Restricted Stock Award Agreement (for Severance Plan Participants); and (iv) an updated Stock Option Agreement (for Severance Plan Participants), for use under the Company’s 2015 Stock Incentive Plan, as amended and restated (the “2015 Plan”) to reflect a participant’s participation in, and obligation to comply with the protective covenants under, the Severance Plan, and to reflect certain additional minor modifications.
Copies of the Performance Share Award Agreement (for Severance Plan Participants), the Restricted Stock Unit Agreement (for Severance Plan Participants), the Restricted Stock Award Agreement (for Severance Plan Participants), and the Stock Option Agreement (for Severance Plan Participants) are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The foregoing descriptions of the Performance Share Award Agreement (for Severance Plan Participants), the Restricted Stock Unit Agreement (for Severance Plan Participants), the Restricted Stock Award Agreement (for Severance Plan Participants), and the Stock Option Agreement (for Severance Plan Participants) are qualified in their entirety by reference to the full texts of the Performance Share Award Agreement (for Severance Plan Participants), the Restricted Stock Unit Agreement (for Severance Plan Participants), the Restricted Stock Award Agreement (for Severance Plan Participants), and the Stock Option Agreement (for Severance Plan Participants).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 | Performance Share Award Agreement (for Severance Plan Participants) |
10.2 | Restricted Stock Unit Agreement (for Severance Plan Participants) |
10.3 10.4 104 | Restricted Stock Award Agreement (for Severance Plan Participants) Stock Option Agreement (for Severance Plan Participants) Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ATLANTIC CAPITAL BANCSHARES, INC.
Dated: January 26, 2021
By: /s/ Patrick T. Oakes
Name: Patrick T. Oakes
Title: Executive Vice President and
Chief Financial Officer