I would like to extend a personal invitation for you to join us at the ~~2017~~2019 Annual Meeting of Shareholders which will be held on ~~Wednesday, May 24, 2017,~~Thursday, April 25, 2019, at 9:00 a.m. Central Time at the Tennessee ~~Banker’s~~Bankers Association located at 211 Athens Way ~~Suite 100,~~#100, Nashville, Tennessee 37228.

Your attention is directed to the Notice of Annual Meeting of Shareholders and Proxy Statement enclosed with this letter which describe the formal business to be transacted at the meeting. Following the meeting, we will discuss the status of ~~the~~our business and answer appropriate questions.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. We encourage you to vote via the Internet or by telephone. You also have the option ~~of voting~~to vote by completing, signing, dating and returning the proxy card that accompanies ~~the~~these printed materials. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote in person if you decide to attend the ~~2017~~2019 Annual Meeting of Shareholders.

I hope that you will be able to attend the ~~2017~~2019 Annual Meeting of Shareholders. I look forward to seeing you.

You are hereby invited to attend the ~~2017~~2019 Annual Meeting of Shareholders of CapStar Financial Holdings, Inc.

for the Annual Meeting of Shareholders to be Held on ~~May 24, 2017~~April 25, 2019

This Definitive Proxy Statement (this “Proxy Statement”) is furnished by CapStar Financial Holdings, Inc., a Tennessee corporation, on behalf of its Board of Directors for use at the ~~2017~~2019 Annual Meeting of Shareholders (the “Annual Meeting”), and at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying proxy are first being mailed or made available to shareholders on or about March 20, 2019. When used in this Proxy Statement, the terms “we,” “us,” “our” or the “Company” refer to CapStar Financial Holdings, Inc., and the “Bank” refers to CapStar Bank.

The Annual Meeting will be held at 9:00 a.m. Central Time on ~~May 24, 2017~~April 25, 2019 at the Tennessee ~~Banker’s~~Bankers Association which is located at 211 Athens Way ~~Suite 100,~~#100, Nashville, Tennessee 37228.

As of the date of this Proxy Statement, we are not aware of any additional matters that will be presented for consideration at the Annual Meeting.

It is the Company’s policy that all directors attend annual meetings of shareholders. Accordingly, we expect that all ~~eleven (11)~~thirteen (13) director nominees named herein will be in attendance at the Annual Meeting.

Only shareholders of record at the close of business on the record date, ~~April 11, 2017~~March 19, 2019 (the “Record Date”), are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. As of the close of business on the Record Date, the Company had ~~11,220,607~~17,682,677 shares of voting common stock outstanding.

For Proposal 1 (election of directors), you may either vote “FOR” any of the nominees named herein to the Board of Directors or you may “WITHHOLD”�� your vote for any nominee that you specify. For Proposal 2 (ratification of the appointment of Elliott Davis, ~~Decosimo,~~ LLC), you may vote “FOR” or “AGAINST” such proposal or “ABSTAIN” from voting. The procedures for voting are set forth below:

Shareholder of Record: Shares Registered Directly in Your Name. You may vote by completing, signing and dating the proxy card where indicated and mailing the proxy card in the postage paid envelope provided, or you may vote in person at the Annual Meeting. You may also vote by giving your proxy authorization over the Internet or by telephone. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy or to give your proxy authorization to ensure that your votes are counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy or given your proxy authorization.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received the proxy materials from that organization rather than from the Company. As a ~~Beneficial Owner,~~beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. You should follow the instructions provided by your broker, bank or other agent regarding how to vote your shares. To vote in person at the Annual Meeting, you must obtain a ~~valid proxy~~“legal proxy” from your broker, bank or other agent. To do this, contact your broker, bank or other agent and request a proxy card.

For each proposal to be voted upon, you have one vote for each share of common stock that you own as of the close of business on the Record Date.

Properly completed and returned proxies will be voted as instructed on the proxy card. If you are a shareholder of record and you return the signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the election of all ~~eleven (11)~~thirteen (13) director nominees named herein, and “FOR” the ratification of the appointment of Elliott Davis, ~~Decosimo,~~ LLC as our independent registered public accounting firm for the fiscal year ending December 31, ~~2017.~~2019. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by the Board of Directors or, if no recommendation is given, will vote your shares using his or her discretion. If any director nominee named herein becomes unavailable for election for any reason prior to the vote at the Annual Meeting, the Board of Directors may reduce the number of directors to be elected or substitute another person as nominee, in which case the proxy holders will vote for the substitute nominee.

If your shares are held by your broker, bank or other agent as your nominee, you will need to obtain a proxy card from the organization that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other agent to vote your shares. Brokers, banks or other agents that have not received voting instructions from their clients cannot vote on their clients’ behalf with respect to proposals that are not “routine” but may vote their clients’ shares on “routine” proposals. Under applicable state laws and the rules of the NASDAQ Global Select Market (“NASDAQ”), Proposal 1 (election of directors) is not a “routine” proposal. Conversely, Proposal 2 (ratification of the appointment of Elliott Davis, ~~Decosimo,~~ LLC) is a “routine” proposal. If a broker, bank, or other agent indicates on a proxy card that it does not have discretionary authority to vote certain shares on Proposal 1, a non-routine proposal, ~~that is not “routine,”~~ then those shares will be treated as broker ~~non-votes.~~non-votes for purposes of Proposal 1 and will not be counted as a “FOR” or “WITHHOLD” vote for purposes of Proposal 1. Conversely, brokers will have the discretionary authority to vote “FOR” or “AGAINST” Proposal 2 if you do not instruct your broker otherwise.

Yes. If you are the record holder of your shares, you may revoke your proxy in any of the following ways:

If your shares are held by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented at the Annual Meeting. As of the close of business on the Record Date, there were ~~11,220,607~~17,682,677 shares of voting common stock outstanding and entitled to vote. Thus, ~~5,610,304~~8,841,339 shares of voting common stock must be represented at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum if you vote in person at the Annual Meeting, ~~or if you~~ submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent). or give your proxy authorization over the Internet or by telephone. Additionally, “WITHHOLD” votes, abstentions and broker non-votes will also be counted towards the quorum requirement. If there is no quorum, the Chairman of the Annual Meeting may adjourn or postpone the meeting until a later date.

Votes will be counted by the inspector of election appointed for the Annual Meeting who will separately count (i) “FOR” and “WITHHOLD” votes ~~and broker non-votes~~ for Proposal 1 (election of directors) and (ii) “FOR” and “AGAINST” votes, abstentions and broker non-votes, if any, with respect to Proposal 2 (ratification of the appointment of Elliott Davis, ~~Decosimo,~~ LLC).

For Proposal 1 (election of directors), if a quorum is present, the vote of a plurality of all of the votes cast at the Annual Meeting is necessary for the election of a director. Shareholders are not entitled to cumulative voting in the election of our directors. ~~Therefore, the eleven (11) nominees for director receiving the most “FOR” votes will be elected.~~ For purposes of the election of directors, “WITHHOLD” votes and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote.

For Proposal 2 (ratification of the appointment of Elliott Davis, ~~Decosimo,~~ LLC), if a quorum is present, the affirmative vote of a majority of all of the votes cast at the Annual Meeting is required for approval. Abstentions, ~~and broker non-votes,~~ if any, will not be counted as votes cast and will have no effect on the result of the vote.

Preliminary voting results will be announced at the Annual Meeting. Within four business days after the conclusion of the Annual Meeting, the Company will file a Current Report on Form 8-K with the ~~SEC~~Securities and Exchange Commission (“SEC”) that announces the final voting results.

Shareholders who have questions about the matters to be voted on at the Annual Meeting or how to submit a proxy or who desire additional copies of this Proxy Statement or additional proxy cards should contact our Investor Relations department via (i) mail at CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations, (ii) email at ir@capstarbank.com or (iii) phone at (615) 732-6455.

Our charter and bylaws (“Bylaws”) provide that our Board of Directors will consist of between five and 25twenty-five directors, with the precise number being determined by our Board of Directors from time to time. We currently have 11thirteen directors. In accordance with our ~~bylaws~~Bylaws and Tennessee law, our Board of Directors oversees the management of the business and affairs of the Company. Our directors are elected annually by our shareholders at our annual meetings of shareholders ~~meeting~~ for one-year terms and serve until their successors are duly elected and qualified or until their earlier death, resignation or removal. Our Board of Directors also serves as the Board of Directors of our wholly-owned bank subsidiary, CapStar Bank.

At the Annual Meeting, ~~eleven (11)~~thirteen persons will be elected to serve on our Board of Directors until the ~~2018~~2020 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee named herein will be unable to serve. There are no family relationships among any of the members of our Board of Directors.

Mr. Bottorff, age ~~72,~~74, was one of the founders of CapStar Bank and currently serves as Chairman of our Board of Directors and as a member of the Nominating, Governance and Community Affairs Committee, ~~and~~ the Compensation and Human Resources ~~Committees.~~Committee and the Credit Committee. Mr. Bottorff has served on our Board of Directors since 2008. He is also the Founding General Partner of Council Capital Management, a private equity firm located in Nashville, where he was previously a Managing Partner from 2001 to 2016. Mr. Bottorff began his career in banking in 1968 at the former Commerce Union Bank in Nashville. After serving in numerous positions, ~~including Head of Retail Banking, Strategic Planning, Corporate and International Banking,~~ he was named President in 1981 and Chief Executive Officer shortly thereafter. When Commerce Union Bank merged with Sovran Financial Corporation, or Sovran, in 1987, Mr. Bottorff became Chief Operating Officer of Sovran and moved to Norfolk, Virginia. He continued in this position when Sovran merged with Citizens and Southern Bank in Atlanta. After Citizens and Southern Bank and Sovran merged to form NationsBank, Mr. Bottorff returned to Nashville in 1991 to become Chief Executive Officer of First American National Bank. Following AmSouth’s acquisition of First American National Bank in 1999, Mr. Bottorff served as AmSouth’s ~~chairman~~Chairman of the board until his retirement in January 2001. He has served on 11over twelve corporate boards, including all of the banks at which he was an officer, Dollar General, Shoney’s, Ingram Industries and Tennessee Valley Authority, where he served as Chairman. Presently he is Trustee Emeritus at Vanderbilt University and a director of ~~Ingram Industries,~~ ANS, LLC and ~~NuscriptRX.~~EspriGas, LLC. His leadership in the community has included serving as Chairman of the Tennessee Education Lottery Corporation, the United Way, the Nashville Symphony, the Nashville Area Chamber of Commerce, the Titans Advisory Board of Directors, and the Tennessee Performing Arts Center. He received a B.E. degree in electrical engineering from Vanderbilt University and an M.B.A. from Northwestern University. We believe Mr. Bottorff’s extensive leadership and governance experience at regional banks, in private equity and on corporate and ~~non- profit~~non-profit boards gives him valuable insight and enables him to make significant contributions as a member of our Board.

Mr. Bentz, age ~~65,~~67, was one of the founders of CapStar Bank and currently serves on the Audit Committee and the Credit Committee. Mr. Bentz has served on our Board of Directors since 2008. Since 1996, he has been President and Chief Executive Officer of Triton Boats, a company he sold to Brunswick Corporation in 2005. Mr. Bentz serves on the board of directors of the Country Music Hall of Fame, and he has formerly served on the boards of the Middle Tennessee Council, Boy Scouts of America, the Tennessee Wildlife Resources Foundation, the National Association of Boat Manufacturers, the National Marine Manufacturers’ Association, the Recreational Boating and Fishing Foundation and the Congressional Sportsman’s Foundation. Mr. Bentz attended Clemson University and participated in continuing education programs in business finance at Vanderbilt University; he has also completed the Dale Carnegie Human Relations courses and training. Mr. Bentz’s business background, which also includes extensive experience in commercial real estate development and start-up companies, gives him valuable insight and enables him to make significant contributions as a member of our board.

Mr. Cunningham, age 61, has extensive experience in community banking and currently serves as Executive Vice President of CapStar Bank. He also serves on the Risk Committee and the Credit Committee. Mr. Cunningham has served on our Board of Directors since his appointment on October 24, 2018. Previously, Mr. Cunningham served as President and CEO of Athens Federal Community Bank from March of 2000 through September 30, 2018 when Athens Federal Community Bank merged with CapStar Bank. Mr. Cunningham served as Chairman of Southland Finance Company, a subsidiary of Athens Federal Community Bank. Mr. Cunningham was the lead officer and director of Athens Federal Community Bank in its conversion from a mutual savings bank to an OCC chartered Savings Bank and IPO in 2010 and later its conversion to an OCC chartered National Bank. Prior to entering the banking profession in 2000, Mr. Cunningham practiced law for 12 years with an emphasis on commercial transactions, personal and commercial litigation, probate, and real estate law. Mr. Cunningham is an AV rated lawyer. Mr. Cunningham received a B.S. in Banking and Finance from the University of Tennessee at Knoxville and is an honors graduate of the University of Tennessee College of Law. Mr. Cunningham is a graduate of the ABA Graduate School of Banking held at Georgetown University. Mr. Cunningham is past President of the Independent Bankers Division of the Tennessee Bankers Association. He served two terms as president of the McMinn Bar Association. Mr. Cunningham also serves as President and CEO of the Athens Federal Foundation which is active throughout Southeast Tennessee financing and funding various charitable causes and organizations which are active in addressing the basic human needs of food, shelter, clothing, safety, and security.

Mr. Flynn, age ~~44,~~46, serves as ~~Chairman~~Chair of the Audit Committee and also serves on the ~~Compensation~~Nominating, Governance, and ~~Human Resources~~Community Affairs Committee. Mr. Flynn has served on our Board of Directors since 2008. Mr. Flynn is a director of Flynn Enterprises, LLC, a family owned, multi-national garment manufacturing, sales and distribution company headquartered in Hopkinsville, Kentucky, and serves on the boards of Planters Bank, Hopkinsville, for which he is also a member of the audit committee, and Jennie Stuart Medical Center, a regional hospital that serves Western Kentucky. Mr. Flynn attended Vanderbilt University as a National Merit Scholar, graduating with a bachelor’s degree in English, and subsequently received a law degree from Vanderbilt University Law School. We believe Mr. Flynn’s leadership in manufacturing and experience as a director in banking, healthcare and manufacturing and legal knowledge give him valuable insight and enables him to make significant contributions as a member of our Board.

Mrs. Frist, age ~~46,~~48, was one of the founders of ~~Capstar~~CapStar Bank and serves as ~~Chairman~~Chair of the Nominating, Governance and Community Affairs Committee and also serves on the Compensation and Human Resources Committee. Mrs. Frist has served on our Board of Directors since 2008. After graduating from Yale University, she worked for Goldman Sachs as a financial analyst in its Investment Banking Division (Corporate Finance) and returned to Goldman Sachs to work in its Private Client Group after receiving her M.B.A. from Harvard Business School. Mrs. Frist later joined Bruckmann, Rosser, Sherrill & Co., a New York-based private equity firm, where she worked until 2000. Mrs. Frist serves on the Advisory Board of Teach for America – Nashville and is also a

member of the Board of Dean’s Advisors at Harvard Business School. Mrs. Frist is a former board member of St. Paul’s School (Concord, NH), the Ensworth School, the American Red Cross (Nashville chapter), the Oasis Center (Nashville, TN) and the Women’s Fund of the Community Foundation (Nashville, TN). We believe that Mrs. Frist’s educational background, experience in the financial services industry and significant involvement in the national and Nashville non-profit community give her beneficial insight and enable her to make valuable contributions as a member of our Board.

Mr. Green, age ~~63,~~65, serves on the Audit Committee and the Nominating, Governance and Community Affairs Committee and chairs our Advisory Board for Sumner County, which provides guidance to our management regarding that portion of our market. Mr. Green has served on our Board of Directors since 2012. He was an incorporator of American Security, which merged with CapStar in July 2012. Mr. Green is General Partner of Green & Little, a real estate investment company, and President of Green-Little Corporation, a real estate management company. He holds partnership interests in several companies investing in industrial, commercial and retail real estate. Mr. Green has served as director of Commerce Union Bank of Sumner County and as an advisory director of NationsBank. He attended the University of Tennessee. We believe Mr. Green’s extensive experience in banking and real estate gives him valuable insight and enables him to make significant contributions as a member of our Board.

Ms. Jenne, age 50, serves on the Compensation and Human Resources Committee and the Nominating, Governance and Community Affairs Committee. Ms. Jenne has served on our Board of Directors since her appointment on October 24, 2018. She graduated with Honors with a B.S. from the University of Tennessee at Knoxville, where she served as captain of the Tennessee Dance Team. She went on to attend Samford University’s Cumberland School of Law and graduated with a J.D. in 1994. Ms. Jenne began practicing law with Carter, Harrod & Cunningham in Athens, Tennessee, and later practiced in Knoxville with Leitner, Williams, Dooley & Napolitan. She currently practices at The Jenne Law Firm in Cleveland, Tennessee, and also serves as the firm’s office manager. Ms. Jenne has served on the board of directors of Athens Federal Community Bank and on the Nalls Sherbakoff Group financial advisory board in Knoxville, Tennessee. She has been involved in various civic and charitable organizations in Cleveland, Tennessee over the past twenty years including serving on the boards at the Museum Center at Five Points and the Cleveland Athens Cotillion. She has also served on the Board of Trustees at Broad Street United Methodist Church and serves on several committees at The Baylor School in Chattanooga, Tennessee.

Mr. Polley, age ~~67,~~69, serves as ~~Chairman~~Chair of the Risk Committee and also serves on the ~~Nominating and Governance~~Audit Committee. Mr. Polley has served on our Board of Directors since 2011. He has extensive experience within the financial services industry, having most recently served as Vice Chairman and President of First American Corporation. Before joining First American National Bank in 1991, Mr. Polley was Group Executive Vice President and Treasurer for C&S/Sovran Corporation after holding various executive positions within Sovran before its merger with Citizens and Southern Bank. Mr. Polley joined Sovran from Commerce Union Bank of Nashville, where he was Executive Vice President and Chief Financial Officer. Mr. Polley retired as a Vice Chairman and member of the board of directors of First American Corporation and First American National Bank in 2000. Mr. Polley is a member of Leadership Nashville, the Financial Executives Institute and the Tennessee Society of Certified Public Accountants. He is currently a member of the board of directors and audit committee of HealthStream, Inc., and member of the board of the Franklin American Music City Bowl. He has also served on the board, including the audit and executive committees, of Pinnacle Financial Partners, the board, including the audit committee, of O’Charley’s Inc., and the board of the Nashville branch of the Federal Reserve Bank of Atlanta. Mr. Polley received a bachelor’s degree from the University of Memphis. We believe his long career in leadership positions at regional banks and experience as a director of public companies, including chairing several audit committees, gives him valuable insight and enables him to make significant contributions as a member of our Board.

Mr. Smith, age ~~63,~~65, serves on the Credit Committee and the Nominating, Governance and Community Affairs Committee. Mr. Smith has served on our Board of Directors since 2008. He is Chairman of Haury & Smith Contractors, Inc., a building and development company. He is active in the community, having served on the Metropolitan Nashville Planning Commission and the Regional Transit Authority and as Chairman of the Metropolitan Nashville Parks and Recreation board of directors. Mr. Smith served as National Finance Co-Chair for Senator Lamar Alexander’s presidential campaigns in 1996 and 2000, and he achieved Super Ranger status in President George W. Bush’s 2004 campaign. He was National Finance Chairman for Senate Majority Leader Bill Frist’s leadership political action committee, VOLPAC, served as Finance Chairman for Senator Lamar Alexander’s 2008 and 2014 re-election campaigns, and is currently the Finance Chairman for Senator Alexander’s leadership political action committee, TENNPAC. In addition he has served on the boards of the FHLB and Franklin Road Academy, and as director of the First Union National Bank community board. He holds a bachelor’s degree from Middle Tennessee State University. He ~~sits on~~serves as Chairman of the Board of Trustees of Middle Tennessee State University, where he received his bachelor’s degree. We believe Mr. Smith’s business experience, banking board service and involvement in the community give him valuable insight and enable him to make significant contributions as a member of our Board.

Mr. Thornburgh, age ~~64,~~66, serves as a member of the Risk Committee and the ~~Credit~~Compensation and Human Resources Committee. Mr. Thornburgh has served on our Board of Directors since 2008. He is a member of the investment committee of Corsair Capital LLC, a private equity investment firm with more than $3 billion invested in financial services companies worldwide. Mr. Thornburgh isretired in April 2018 as the Chairman of the board of Credit Suisse Holdings USA, Vice Chairman of the board of Credit Suisse Group ~~AG,~~AG. He is a director of S & P Global Inc. ~~and Newstar Financial, Inc.~~, and ~~he serves on various committees for these companies.~~is the Chairman of the board of Jackson Hewitt. He has previously served as a director of NewStar Financial, Inc., RAI, Inc., Dollar General Corporation and National City Corporation. He has an extensive background in financial services and investment banking. Mr. Thornburgh also serves on the Investment Committee of the University of ~~Cincinnati and chairs the finance committee of the board of trustees of St. Xavier High School in Cincinnati Ohio.~~Cincinnati. He graduated (cum laude) from the University of Cincinnati and earned an M.B.A. from Harvard Business School. He also received an honorary doctorate in commercial science from the University of Cincinnati in 2011 and was the William Howard Taft medal recipient in 2016. We believe Mr. Thornburgh’s extensive knowledge of the financial industry, from community banking to international commercial and investment banking, as well as his service on public company boards, give him valuable insight and enable him to make significant contributions as a member of our Board. Mr. Thornburgh was nominated by the Corsair funds pursuant to the terms of the SARSA (as defined under the “Certain Relationships and Related Transactions” heading below).

Claire W. Tucker—Director, President and Chief Executive Officer of CapStar Financial Holdings, Inc. and Chief Executive Officer and Interim President of CapStar Bank

Ms. Tucker, age ~~64,~~66, serves as a director, President and Chief Executive Officer for CapStar Financial Holdings, Inc. as well as Chief Executive Officer and Interim President of CapStar Bank. Ms. Tucker has served on our Board of Directors since 2008. She is a member of the Credit Committee and the Risk Committee. After raising more than $88 million in start-up capital, a record for a de novo bank in Tennessee, in 2008 Ms. Tucker led the founding of CapStar, ~~in July, 2008,~~which is now a two billion-dollar financial institution. Ms. Tucker began her banking career in 1975 at First American National Bank and advanced to holding the office of president of corporate banking by 1996. When the bank was sold to AmSouth in 1999, she was named Senior Executive VP responsible for all commercial banking activities in six southeastern states and New York. In 2019, Ms. Tucker iswas appointed to a three year term as a director of the Federal Reserve ~~Bank’s Nashville Branch, and~~Bank of Atlanta; she previously served two 3-year terms as a ~~six year term on~~director of the Sixth Federal Reserve ~~District’s~~District's Community Depository Institutions Advisory ~~Council.~~Council (CDIAC) and for 2 years as a director of the Federal Reserve Bank of Atlanta - Nashville Branch. Ms. Tucker is a board member of Belmont University, the Nashville Area Chamber of Commerce, ~~Belmont University, and the Entrepreneur Center. She recently chaired the board of~~ the Tennessee Performing Arts Center (TPAC), the Entrepreneur Center and the Nashville Healthcare Council. She has chaired the boards of TPAC, the Nashville Ballet, ~~Nashville’s~~Nashville's Table, St. ~~Luke’s~~Luke's Community House, Tennessee Wesleyan College and others. AShe is a graduate of the Leadership Nashville class of 1996, ~~she is a graduate of~~ Tennessee Wesleyan College and the Stonier Graduate School of Banking at Rutgers University. We believe Ms. ~~Tucker’s~~Tucker's experience as a long-time commercial banker coupled with leadership roles on private and non-profit boards give her valuable insight and enable her to make significant contributions as a member of our Board.

Mr. Turner, age ~~46,~~48, serves as ~~Chairman~~Chair of the Credit Committee and also serves on the Risk Committee. Mr. Turner has served on our Board of Directors since 2008. He joined Marketstreet Enterprises in 1999 and has served as the Managing Director since 2007. Mr. Turner has been a member of the board of directors of the Farmers National Bank Financial Corporation in Scottsville, Kentucky, for more than 15 years. He also serves on the boards of Cumberland Heights, the Nashville Downtown Partnership Board and the Frist Center for the Visual Arts. He received his bachelor’s degree from Vanderbilt University and his law degree from Vanderbilt University Law School. We believe Mr. Turner’s experience in and knowledge of the commercial real estate industry, his community banking board service, as well as his investment and legal knowledge, give him significant insight and enable him to make significant contributions as a member of our Board.

Mr. Wilt, age ~~72,~~74, was one of the founders of CapStar Bank and serves as ~~Chairman~~Chair of the Compensation and Human Resources Committee and member of the ~~Audit~~Credit Committee. He has served on our Board of Directors since 2008. Mr. Wilt has nearly four decades of experience in the banking industry. Mr. Wilt is a retired, non-practicing certified public accountant, who is no longer affiliated with the Tennessee Association of Accountants or ~~AICPA associations.~~the AICPA. He practiced accountancy with Ernst & Ernst in the 1970s. He has previously served on the boards of directors of banks and public companies including C&S/Sovran Corporation, Commerce Union Bank, Outback Steakhouse and Genesco Inc. Mr. Wilt currently serves as President of TSW Investment Company, Founding President of Golf Club of Tennessee, and Chairman of the board of Christie Cookie Company. Mr. Wilt is also a former board member of First American National Bank. He earned a B.E. in civil engineering from Vanderbilt University and is a former pilot in the United States Air Force. We believe Mr. Wilt’s significant experience in banking and as a director of banks and public companies, including his service on audit and human resource committees, gives him valuable insight and enables him to make significant contributions as a member of our Board.

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. We understand that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of value to our shareholders and will positively aid in the governance of the Company. To that end, we regularly review our corporate governance policies and practices and compare them to the practices of other peer public companies. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures when required or when our Board of Directors determines that it would benefit us and our shareholders.

In this section, we describe the roles and responsibilities of our Board of Directors and its committees and describe our corporate governance policies, procedures and related-documents. All of our Board of Directors’ committees have written charters, which can be found on our Investor Relations webpage under the tab entitled “Corporate Governance - Documents & Charters” at www.ir.capstarbank.com. We will also provide a copy of any committee charter, our Corporate Governance Guidelines orand our Code of Ethics and Conflicts of Interest Policy without charge upon written request sent to 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations. Information that is presented or hyperlinked on our website is not incorporated by reference into this Proxy Statement.

NASDAQ rules require that independent directors comprise a majority of our Board of Directors. In addition, NASDAQ rules, as well as those of the SEC, impose several other requirements with respect to the independence of our directors. Accordingly, our Board of Directors has evaluated the independence of its members based upon the rules of NASDAQ and the SEC. Applying these standards, our Board of Directors has affirmatively determined that, with the exception of Ms. Tucker and Mr. Cunningham, each of our current directors is an independent director, as defined under the applicable rules. Our Board of Directors determined that Ms. Tucker does not qualify as an independent director because she is an executive officer of the Company. Mr. Cunningham does not qualify as an independent director because he is an employee of the Company.

The Board of Directors meets at least quarterly at regularly scheduled meetings. Directors are expected to attend and participate in all meetings, including the Company’s annual meetings of shareholders, and must be willing to devote sufficient time, energy and attention to properly discharging their duties and responsibilities to the Company and the Board effectively. ~~All~~Ten of our eleven directors then serving on the Board of Directors attended the ~~2016~~2018 Annual Meeting of Shareholders. We expect all of our ~~Directors~~directors to attend at least 75% of the total ~~number~~ of all meetings of the Board ~~meetings~~ and the ~~total number of meetings of~~ committees on which ~~such Director~~he or she serves during a fiscal year. ~~Nomination~~When considering nominees for re-election ~~is subject~~ to the ~~recommendation of~~Board, the Nominating, Governance and Community Affairs Committee ~~which~~ may consider exceptions to our attendance policy for excusable absences.

Independent directors meet in executive session at each Board meeting, with no members of management and ~~no non-independent~~only independent directors being present. Mr. Bottorff, the Chairman of the Board, presides at all executive sessions of independent directors.

During ~~2016,~~2018, the Board of Directors met on ~~eight~~eleven occasions. In ~~2016, other than Stephen B. Smith,~~2018, each director attended at least 75% of the total of all meetings of the Board ~~of Directors~~ and ~~committees of~~ the ~~Board of Directors~~committees on which he or she served during the period in which he or she served. ~~Our Nominating, Governance and Community Affairs Committee has determined that Mr. Smith’s absences were excusable.~~

Our Board of Directors ~~maintains~~has the authority to appoint committees to perform certain management and administrative functions. Our Board of Directors has established five permanent committees: the Audit Committee, the Nominating, Governance and Community Affairs Committee, the Compensation and Human Resources Committee, the Credit Committee and the Risk Committee. These committees of our Board of Directors also perform the same functions for the Bank. Our Board of Directors has adopted written charters for each of these committees. As necessary from time to time, special committees may be established by our Board of Directors to address certain issues. The following table shows the current composition of each of the committees of our Board of Directors and the number of times each committee met during ~~2016:~~2018:

Name

Audit

Nominating, Governance

and

Community

Affairs

Compensation

and Human Resources

Credit

Risk

Audit

Nominating,

Governance

and

Community

Affairs

Compensation

and Human

Resources

Credit

Risk

Dennis C. Bottorff

L. Earl Bentz

Jeffrey L. Cunningham

Thomas R. Flynn

Julie D. Frist

Louis A. Green III

Myra NanDora Jenne

Dale W. Polley

Stephen B. Smith

Richard E. Thornburgh

Claire W. Tucker

James S. Turner, Jr.

Toby S. Wilt

Number of Meetings in 2016

Number of Meetings in 2018

Our Audit Committee consists of Messrs. Flynn (Committee Chair), Bentz, Green and ~~Wilt.~~Polley. Our Audit Committee charter requires that our Audit Committee be comprised entirely of independent directors. The committee is responsible for, among other things: monitoring the integrity of, and assessing the adequacy of, our financial statements, the financial reporting process and our system of internal accounting and financial controls; assisting our Board of Directors in ensuring compliance with laws, regulations, policies and procedures; selecting our independent registered public accounting firm and assessing its qualifications, independence and performance; monitoring the internal audit function; reviewing and, if appropriate, pre-approving all auditing and permissible non-audit services performed by the independent public accounting firm; and reviewing and, if appropriate, approving ~~related party~~related-party transactions other than those subject to Regulation O. At least once per year, our Audit Committee meets privately with each of our independent registered public accounting firm, management and our internal auditors.

Our Board of Directors has affirmatively determined that each of Messrs. Flynn, Bentz, Green and ~~Wilt~~Polley satisfies the requirements for independence as an audit committee member under the Sarbanes-Oxley Act (“SOX”) and the rules and regulations of NASDAQ and the SEC. Further, the Board of Directors has determined that ~~all satisfy~~each of Messrs. Flynn, Bentz, Green and Polley satisfies the requirements for financial literacy under the rules and regulations of NASDAQ and the SEC. Each of ~~Messers.~~Messrs. Bentz, Flynn, and ~~Wilt~~Polley qualify as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of NASDAQ.

Our Compensation and Human Resources Committee consists of ~~Messrs.~~Mr. Wilt (Committee Chair), Mr. Bottorff, ~~and Flynn, and~~ Mrs. Frist, ~~each of whom is a nonemployee member of our Board of Directors.~~Ms. Jenne and Mr. Thornburgh. Our Compensation and Human Resources Committee charter requires that our Compensation and Human Resources Committee be comprised entirely of independent directors. The committee is responsible for, among other things, reviewing and approving compensation arrangements with our Chief Executive Officer and other executive officers; advising management with respect to compensation, including equity and non-equity incentives; making recommendations to the Board of Directors regarding our overall equity-based incentive programs; ~~and~~ administering a performance review process for, and, in collaboration with the Nominating, Governance and Community Affairs Committee; and, in collaboration with the Nominating, Governance and Community Affairs Committee, periodically reviewing the succession plan for the Chief Executive Officer and other executive officers. In addition, the committee annually reviews corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers and recommends compensation levels to the Board of Directors based on this evaluation. See “Executive Compensation – Narrative Discussion of Summary Compensation Table ~~- Compensation0”~~– Compensation Philosophy” for more information.

Our Board of Directors has determined that each member of our Compensation and Human Resources Committee meets the requirements for independence under the rules and regulations of NASDAQ and the SEC, ~~and~~ qualifies as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, ~~or the Code,~~(the “Code”), and as a “non-employee director” for purposes of Rule 16b‑3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Nominating, Governance and Community Affairs Committee consists of Mrs. Frist (Committee Chair), Mr. Bottorff, Mr. Flynn, Mr. Green, Ms. Jenne and ~~Messrs. Bottorff, Green, Polley and~~Mr. Smith. Our Nominating, Governance and Community Affairs Committee charter requires that our Nominating, Governance and Community Affairs Committee be comprised entirely of independent directors. The committee is responsible for, among other things, identifying and recommending to our Board of Directors qualified individuals to become directors; nominating candidates for election to our Board of Directors to fill vacancies that occur between annual meetings of shareholders; in collaboration with the Compensation and Human Resources Committee, periodically reviewing the succession plan for the Chief Executive Officer and other executive officers; advising our Board of Directors with respect to the roles and composition of committees; overseeing the evaluation of our Board of Directors; assisting our Board of Directors in establishing and maintaining effective corporate governance practices; annually evaluating our Board and committees and providing recommendations to help them function more effectively; and establishing and overseeing a compliance risk program that enables the Company to manage compliance risks related to regulatory and internal and external oversight such as the Community Reinvestment Act, fair lending and similar consumer regulations.

Our Board of Directors has determined that each member of our Nominating, Governance and Community Affairs Committee meets the requirements for independence under the rules and regulations of NASDAQ and the SEC.

Our Credit Committee consists of Messrs. Turner (Committee Chair), Bentz, Bottorff, Cunningham, Smith ~~Thornburgh,~~and Wilt and Ms. Tucker. The charter of our Credit Committee provides that a majority of the members of the committee must be independent. The Credit Committee is responsible for, among other things, monitoring the management of our assets, with a primary focus on loans, ~~OREO,~~other real estate owned, and other customer-related assets; reviewing and monitoring compliance with our Loan and Credit Administration Policy; ensuring review of each criticized and classified loan; reviewing charge-offs and recoveries; monitoring exceptions to loan policies, collateral and financial statements; ensuring that extensions of credit to directors, executive officers and their affiliates are in compliance with law and reviewing loans subject to Regulation O, and, to the extent required by Regulation O and where appropriate, recommending approval of such loans by the full Board; and reviewing progress with respect to management’s goals for improvements in credit quality.

Our Risk Committee consists of ~~Mr.~~Messers. Polley (Committee Chair), ~~Mr.~~Cunningham, Thornburgh, and Turner, and Ms. ~~Tucker and Mr. Turner .~~Tucker. The charter of our Risk Committee provides that a majority of the members of ~~each~~the committee must be independent. This committee is responsible for, among other things, assisting our Board of Directors in its oversight of our enterprise risk management governance and processes and for reviewing and approving the risk parameters to be used by management in the operation of the Company. Additionally, its roles include capital management; providing oversight of asset liability management processes; reviewing the strategic plan and budget before their presentation to the full Board; reviewing our insurance risk management program; ensuring that our internal policies, procedures and guidelines are appropriate to manage risk; monitoring interest rate risk management; and approving our asset/liability and investment policies.

The Board of Directors conducts annual self-evaluations and completes questionnaires to assess the qualifications, attributes, skills and experience represented on the Board and to determine whether the Board and its committees are functioning effectively. The Nominating, Governance and Community Affairs Committee oversees this annual review process and, through its ~~chairman,~~Chair, discusses the input with the full Board. In addition, each ~~Board of Directors~~ committee reviews annually the qualifications and effectiveness of that committee and its members. Each year the Board also reviews the Company’s governance documents and modifies them as appropriate. These documents include the charters for each Board committee, our Corporate Governance Guidelines, our Code of Ethics and Conflicts of Interest Policy and other key policies and practices.

The ~~Company, the~~ Board of Directors and each of the Board committees will continue to monitor corporate governance developments and will continue to evaluate committee charters, duties and responsibilities under our Corporate Governance Guidelines and Code of Ethics and Conflicts of Interest Policy with the intention of maintaining full compliance with all applicable corporate governance requirements.

Our Corporate Governance Guidelines provide for separation of the roles of Chief Executive Officer and Chairman of our Board of Directors, a structure which our Board of Directors has determined is in the best interests of our shareholders at this time. Mr. Bottorff serves as Chairman of the Board of Directors, and Ms. Tucker serves as our President and Chief Executive Officer. Ms. Tucker also serves as Chief Executive Officer and Interim President of CapStar Bank and as a member of our and the Bank’s Board of Directors.

The Board of Directors has determined that our bifurcated leadership structure is appropriate for the Company and our shareholders because it (i) enables Ms. Tucker to focus directly upon identifying and developing corporate priorities, executing our business plan and providing daily leadership while concurrently ensuring that Ms. Tucker and her intimate knowledge of our Company and of the banking industry generally remain as an invaluable resource to our Board of Directors and (ii) assists Mr. Bottorff in fulfilling his duties of overseeing the implementation of our strategic initiatives, facilitating the flow of information between the Board of Directors and management and fostering executive officer accountability.

The Board of Directors has an active role, as a whole and at the committee level, in the Company’s risk oversight process. The Board ~~receives~~and its committees receive regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal, ~~and~~ regulatory, ~~and~~ strategic and reputational risks. At the committee level, (i) the Audit Committee oversees the management of accounting, financial and legal risks; (ii) the Compensation and Human Resources Committee oversees the management of risks relating to the Company’s executive compensation program as well as compensation matters involving all employees and the Company’s directors; (iii) the Nominating, Governance and Community Affairs Committee manages risks associated with the independence of the members of the Board of Directors and potential conflicts of interest and certain regulatory risks; (iv) the Credit Committee manages risks associated with the Company’s credit risk management; and (v) our Risk Committee is specifically tasked with helping our Board of Directors execute its risk management objectives by overseeing an enterprise-wide approach to risk management, which is structured to achieve our strategic objectives, improve our long-term performance and support growth in shareholder value.

Although each committee is directly responsible for evaluating certain enumerated risks and overseeing the management of such risks, the entire Board of Directors is generally responsible for and is regularly informed through committee reports about such risks and any corresponding remediation efforts designed to mitigate such risks. In addition, appropriate committees of the Board of Directors receive reports from senior management within the organization to enable the ~~Board~~committees to understand risk identification, risk management and risk mitigation strategies. When a committee receives such a report, the ~~chairman~~Chair of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board of Directors’ meeting. This enables the Board and its committees to coordinate the risk oversight role.

Our Corporate Governance Guidelines require that directors should not serve on more than four other boards of public companies (or private, not-for-profit or service organization boards that are deemed by the Board to be equivalent) in addition to our Board. The Nominating, Governance and Community Affairs Committee may, in its discretion, grant exceptions to this limit on a case-by-case basis.

Overview. Pursuant to its charter, the Nominating, Governance and Community Affairs Committee is responsible for the process relating to director nominations, including identifying, reviewing and selecting individuals who may be nominated for election to the Board of Directors. The Nominating, Governance and Community Affairs Committee considers nominees to serve as directors of the Company and recommends such persons to the Board of Directors. The Nominating, Governance and Community Affairs Committee also considers director candidates recommended by shareholders in accordance with the Company Bylaws and provides a process for receipt and consideration of any such recommendations. In approving candidates for election as director, the Nominating, Governance and ~~Governance~~Community Affairs Committee also seeks to ensure that the Board of Directors and its committees will satisfy all applicable requirements of the federal securities laws and the corporate governance requirements for NASDAQ-listed issuers.

Committee Selection Process. The Nominating, Governance and Community Affairs Committee regularly assesses the mix of experience, skills, diversity and industries currently represented on our Board of Directors, whether any vacancies on the Board of Directors are expected due to retirement or otherwise, the experience, skills and diversity represented by retiring directors, and additional skills highlighted during the self-assessment process that could improve the overall quality and ability of the Board of Directors to carry out its functions.

The Nominating, Governance and Community Affairs Committee and the Board do not believe the Company should establish term or age limits for its directors. Although such limits could help ensure that there are fresh ideas and viewpoints available to the Board of Directors, they hold the disadvantage of losing the ~~contribution~~knowledge and contributions of directors who have been able to develop, over a period of time, ~~increasing~~deep insight into the Company and its operations and, therefore, provide an increasing contribution to the Board of Directors as a whole. As an alternative to term or age limits, the Nominating, Governance and Community Affairs Committee reviews each director’s continuation on the Board of Directors every year. This review includes the analysis of the Nominating, Governance and Community Affairs Committee regarding each director’s independence and whether any director has had a significant change in his or her business or professional circumstances during the past year.

Prior to completing its recommendation to the Board of Directors of nominees for election, the Nominating, Governance and Community Affairs Committee requires each potential candidate to complete a director’s and executive officer’s questionnaire and a report on all transactions between the candidate and the Company, its directors, officers and related parties. The Nominating, Governance and Community Affairs Committee will also consider such other relevant factors as it deems appropriate. After completing this evaluation, the Nominating, Governance and Community Affairs Committee will make a recommendation to the Board of Directors of the persons who should be nominated, and the Board of Directors will then determine the nominees after considering the recommendations of the Committee.

Criteria for Director Nominees. In identifying, reviewing and selecting potential nominees for director, the Nominating, Governance and Community Affairs Committee considers individuals from various disciplines and diverse backgrounds. Although ~~CapStar~~the Company has no formal policy addressing diversity, the Nominating, Governance and Community Affairs Committee and Board of Directors believe that diversity is an important attribute of the members who comprise our Board of Directors and that the members should represent an array of backgrounds and experiences and should be capable of articulating a variety of viewpoints. Accordingly, pursuant to its charter and our Corporate Governance Guidelines, the Nominating, Governance and Community Affairs, Committee considers in its identification, review and selection of potential director nominees various criteria, including individual integrity, education, business experience, accounting and financial expertise, age, diversity, reputation, civic and community relationships, knowledge and experience in matters impacting financial intuitions, and the ability of the individual to devote the necessary time to serving onthe board of directors of a ~~board.~~public company. When re-nominating incumbent directors, the Nominating, Governance and Community Affairs Committee considers among all relevant factors, the individuals contributions, including the value of his or her experience as a director of the Company, the availability of new director candidates who may offer unique contributions, and the Company’s changing needs.

Procedure to be Followed by Shareholders. On an ongoing basis, the Nominating, Governance and Community Affairs Committee considers potential director candidates identified on its own initiative as well as candidates referred or recommended to it by other directors, members of management, shareholders and other resources (including individuals seeking to join the Board). Shareholders who wish to recommend candidates may contact the Nominating, Governance and Community Affairs Committee in the manner described below under “—Communications with the Board of Directors and Committees.” All candidates are required to meet the criteria outlined above, as well as the director independence and other standards set forth in our Corporate Governance Guidelines and other governing documents, as applicable, as determined by the Nominating, Governance and Community Affairs Committee in its sole discretion.

Shareholder nominations must be made according to the procedures required under our Bylaws and described in this Proxy Statement under the heading “Additional Information — How and when may I submit a shareholder proposal for ~~CapStar’s 2018~~the 2019 Annual Meeting of Shareholders?” The Nominating, Governance and Community Affairs Committee strives to evaluate all prospective nominees to the Board of Directors in the same manner and in accordance with the same procedures, without regard to whether the prospective nominee is recommended by a shareholder, the Nominating, Governance and Community Affairs Committee, another board member or members of management. However, the Nominating, Governance and Community Affairs Committee may request additional steps in connection with the evaluation of candidates submitted by shareholders due to the potential that the existing directors and members of management will not be as familiar with the proposed candidate as compared to candidates recommended by existing directors or members of management. The Nominating, Governance and Community Affairs Committee will conduct the same analysis that it conducts with respect to its director nominees for any director nominations properly submitted by a shareholder and, as a result of that process, will decide whether to recommend a candidate for consideration by the full Board.

To facilitate the fulfillment of its duties, the Compensation and Human Resources Committee has sole authority to retain outside advisors, including compensation consultants, to assist the Compensation and Human Resources Committee with executive compensation matters. The Compensation and Human Resources Committee has sole authority to approve the fees and retention terms of any such advisors or consultants. During ~~2016,~~2018, the Compensation and Human Resources Committee engaged ~~Buffington HR~~Blanchard Consulting Group (“~~Buffington”~~Blanchard”) as its independent compensation consultant to review of the Company’s executive compensation program for ~~2016. Buffington~~2018. Blanchard also provided advice and information on other executive compensation matters, including executive pay components, prevailing market practices, and relevant legal and regulatory requirements.

The Compensation and Human Resources Committee considered whether there were any conflicts of interest created by its engagement of ~~Buffington~~Blanchard to provide compensation consulting services in ~~2016.~~2018. Its consideration focused on (i) the fact that ~~Buffington doesn’t~~Blanchard does not provide any services to the Company other than compensation consulting services to the Compensation and Human Resources Committee, (ii) the conflicts of interest policies and procedures of the Company and of ~~Buffington,~~Blanchard, (iii) the lack of any relationships between ~~Buffington~~Blanchard and members of our Board of Directors, (iv) the fact that our common stock ~~that~~ is not owned by ~~Buffington and~~Blanchard or any of its employees and (v) the lack of any relationships between ~~Buffington~~Blanchard and any of our executive officers. Based on this assessment, the Compensation and Human Resources Committee concluded that no conflicts of interest existed with respect to ~~Buffington~~Blanchard or its engagement by the Compensation and Human Resources Committee.

Our Board of Directors has adopted Corporate Governance Guidelines, which, in conjunction with our committee charters and Board Supervision Policy, set forth the framework within which our Board of Directors, assisted by Board committees, direct the affairs of the Company. Our Corporate Governance Guidelines address, among other things, the composition and functions of our Board of Directors, director independence, compensation of directors, management succession and review, Board committees, Board of Directors and committee evaluation processes and selection of new directors. The Board of Directors believes such guidelines to be appropriate for the Company in its effort to maintain “best practices” as to corporate governance.

Our Board of Directors has adopted a Code of Ethics and Conflicts of Interest Policy ~~or Code~~(the “Code of ~~Ethics,~~Ethics”) governing all of our directors, officers, including our principal executive officer, principal financial officer and principal accounting officer, and other employees. The Code of Ethics covers compliance with law, fair and honest dealings with us, with competitors and with others, fair and honest disclosure to the public, conflicts of interest, and procedures for ensuring accountability and adherence to the Code of Ethics. We expect that any amendments to the Code of Ethics, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by the ~~NASDAQ Stock Market rules.~~SEC and NASDAQ.

There are no family relationships between any of our directors, executive officers or persons nominated to become a director or executive officer. Mr. Thornburgh was appointed as a director pursuant to the terms of the SARSA (as defined ~~in Certain~~under the “Certain Relationships and Related ~~Transactions,~~Transactions” heading below) among us, the Bank, the Corsair funds, North Dakota Investors, LLC, L. Earl Bentz, Dennis C. Bottorff, GSD Family Investments, LLC, Julie D. Frist, James S. Turner, Toby S. Wilt, and Thomas R. Flynn. Although North Dakota Investors, LLC converted all of its warrants and shares of Series A preferred stock into shares of our common stock immediately prior to our initial public offering and thereafter sold all of its shares of common stock in our initial public offering, it continues to be bound by certain terms of the SARSA. In this Proxy Statement, the Corsair funds and North Dakota Investors, LLC ~~will be~~are referred to as the Corsair ~~investors,~~Investors, and the remaining shareholders party to the SARSA ~~will be~~are referred to as the ~~non-Corsair investors.~~Non-Corsair Investors. See “Certain Relationships and Related ~~Party Transactions-Second~~Transactions—Second Amended and Restated Shareholders’ Agreement.”

No member of our Compensation and Human Resources Committee (i) is or has ever been an employee of the Company or our Bank, (ii) was, during the last completed fiscal year, a participant in any related-party transaction requiring disclosure under “Certain Relationships and Related Transactions,” except with respect to loans made to such committee members in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties or (iii) had, during the last completed fiscal year, any other interlocking relationship requiring disclosure under applicable SEC rules.

We have established procedures for shareholders or other interested parties to communicate directly with our Board of Directors or with a committee of the Board of Directors. Such parties can contact our Board of Directors, a committee or a ~~committee~~specific director by sending written correspondence by mail to:

The Corporate Secretary is responsible for reviewing all communications addressed to our Board of Directors, any committee or any ~~committee~~specific director to determine whether such communications require Board, committee or ~~committee~~personal review, response or action. Generally, the Corporate Secretary will not forward to the Board of Directors, any committee or any ~~committee~~specific director any communications relating to Company products and services, solicitations, or otherwise improper or irrelevant topics. If, however, the Corporate Secretary determines that a communication relates to corporate governance or otherwise requires review, response or action by the Board of Directors, any committee or any ~~committee,~~specific director, then the Secretary will ~~immediately~~promptly send a copy of such communication to each director serving on the Board, ~~of Directors or on~~ the applicable ~~committee.~~committee or the applicable director.

Our Nominating, Governance and Community Affairs Committee annually makes recommendations to our Board of Directors concerning the ~~election~~appointment or ~~re-election~~re-appointment of certain officers of the Company and CapStar Bank, including the Chief Executive Officer and Chief Administrative Officer of each.

Set forth below is background information regarding each of our executive officers, other than Ms. Tucker whose biography is set forth above under the caption “Election of Directors —Director Nominees.” There are no family relationships among any of our executive officers.

Robert B. Anderson—Chief Financial Officer and Chief Administrative Officer, CapStar Financial Holdings, Inc. and CapStar Bank

Mr. Anderson, age ~~51,~~53, is Chief Financial Officer and Chief Administrative Officer for CapStar Financial Holdings, Inc. and CapStar Bank. He joined the Bank in December 2012 and brings more than two decades of leadership experience in the financial sector. Mr. Anderson spent several years with Bank of America and held several different roles, including as Chief Financial Officer of the business banking segment. Additionally, Mr. Anderson was Chief Financial Officer for Capital One’s Commercial Bank. Mr. Anderson earned a bachelor’s degree in accounting from The Ohio State University and an M.B.A. in finance from Pepperdine University, and he is a certified public accountant (inactive). He is a graduate of the University of Virginia’s Darden School of Business executive education series.

Mr. Hogan, age 55, is the Chief Executive Officer for CapStar Bank, and joined the Bank in December 2012. Mr. Hogan began his career in 1985 as a management trainee with National Bank of Commerce in Memphis, Tennessee. He held numerous leadership positions at National Bank of Commerce in retail and commercial banking, including Regional President when National Bank of Commerce was sold to SunTrust Banks, Inc. in 2004. Mr. Hogan joined Fifth Third Bank in 2005 as President and Chief Executive Officer of Fifth Third Bank’s Tennessee operations. He remained with Fifth Third Bank until 2012, and during that time he was promoted to Regional President and Affiliate Chairman for Fifth Third Bank and assumed responsibility for its banking operations in Kentucky and Tennessee and its expansion into Georgia. Mr. Hogan is a former member of the board of directors of the Nashville Branch of the Federal Reserve Bank of Atlanta. He currently serves on the boards of the Nashville Sports Council, Nashville Downtown Partnership and Habitat for Humanity. In addition, he is a member of the Downtown Nashville Rotary Club and completed Leadership Nashville in 2006 and Leadership Knoxville in 1999. Mr. Hogan received a bachelor’s degree in finance and banking from the University of Arkansas and graduated from the Graduate Banking School of the South at Louisiana State University.

Mr. Tietz, age ~~54, was hired as~~56, is the Chief Credit Officer of CapStar Bank. Mr. Tietz joined the Bank in March ~~2016. Mr. Tietz~~2016 and has over 31 years of banking experience starting as a trainee of First American National Bank in Nashville in 1985 and rising to the position of Executive Vice President and Regional Senior Credit Officer for First American’s West Tennessee Region including oversight of credit functions for private banking, business banking, middle-market, and corporate banking functions. Subsequent to his positions at First American, Mr. Tietz held various Chief Credit Officer roles at banks in the Midwest including at First Place Bank in Ohio from 2011 to 2012. From 2012 to 2016 he was Chief Credit Officer of FSG Bank in Chattanooga, Tennessee. His experience includes capital raising activities, asset quality resolution, development of lending initiatives to achieve quality asset growth, and management and resolution of regulatory actions. Mr. Tietz holds a bachelor’s degree from the University of Alabama.

Our Bank has made in the past and, assuming continued satisfaction of generally applicable credit standards, expects to continue to make loans to directors, executive officers, principal shareholders and their affiliates including corporations or organizations for which they serve as officers or directors or in which they have beneficial ownership interests of 10% percent or more. These loans have all been made in the ordinary course of our business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to us. Further, such loans are and will be subject to the policies and procedures regarding related ~~party~~-party transactions discussed below, and they do not present us with more than the normal risk of uncollectability or other unfavorable characteristics.

On August 22, 2016, we entered into the Second Amended and Restated Shareholders’ Agreement (the “SARSA”) with the Corsair ~~investors~~Investors and the ~~non-Corsair investors.~~Non-Corsair Investors. As of ~~April 11, 2017,~~March 19, 2019, the aggregate beneficial ownership of our Company that is held by shareholders that are party to the SARSA is approximately ~~33.8%~~20.8%.

Other than with respect to registration rights and rights and obligations with respect to indemnification, the SARSA ~~will remain~~remained in effect until June 30, ~~2018 unless earlier terminated by the Corsair investors and the non-Corsair investors.~~2018. The registration rights of each Requesting Shareholder (as defined below) will terminate when the Requesting Shareholder no longer ~~holds~~owns any registrable securities. In addition, if we exercise any postponement right afforded by the SARSA, the period of time during which Requesting Shareholders may exercise their registration rights will be extended for a period of time equal to the duration of the postponement period. The rights and obligations of the parties to the SARSA regarding indemnification ~~will survive~~survives termination of the SARSA indefinitely.

The SARSA permits the Corsair ~~funds~~Investors to recommend one nominee to the Nominating, Governance and Community Affairs Committee of the Boards of Directors of the Company and our Bank for election to such Boards, subject to any required regulatory and shareholder approvals. To the extent that the ~~non-Corsair investors~~Non-Corsair Investors are members of the Nominating, Governance and Community Affairs Committee of such Boards, they have agreed to consider in good faith this recommendation and not to unreasonably withhold their approval or recommendation of the nominee to these Boards of Directors. All shareholders party to the SARSA have further agreed to vote their shares to elect such nominee upon recommendation by the Nominating, Governance and Community Affairs Committee of the Company and our Bank and approval by the Boards of Directors and all applicable regulatory authorities (if necessary). Currently, Mr. Thornburgh serves on ~~our~~the Company’s and the Bank’s Board of Directors pursuant to this arrangement. This right of the Corsair ~~funds~~Investors will terminate upon the occurrence of any of the following: termination of the SARSA, a change of control in the Company or the transfer by the Corsair ~~funds~~Investors of more than 75% of the securities held by them as of February 5, 2016 to a person or persons not related to the Corsair ~~investors.~~Investors.

The SARSA provides “demand” registration rights to (i) the Corsair ~~funds~~Investors and (ii) those shareholders, other than the Corsair ~~funds,~~Investors, that hold, individually or in the aggregate, at least 500,000 shares of registrable securities ~~(“the Other~~(the “Other Requesting Shareholders”). We refer to the Corsair ~~funds~~Investors and the Other Requesting Shareholders as the ~~Requesting Shareholders.~~“Requesting Shareholders”.

With respect to demand registration rights, the Corsair ~~funds~~Investors and the Other Requesting Shareholders each have the one-time right to demand that we register for sale on a registration statement on Form S-1 all or at least 500,000 shares of their registrable securities. In addition, the Corsair ~~funds~~Investors have three rights and the Other Requesting Shareholders have two rights to demand that we register for sale on a registration statement on Form S-3 all or at least 500,000 shares of their registrable securities. If we are eligible to use a registration statement on Form

S-3 to sell registrable securities on a delayed or continuous basis in accordance with Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), the Requesting Shareholders may require that such registration statement be a shelf registration statement on Form S-3. Moreover, notwithstanding the exhaustion of their demand registration rights, the Corsair ~~funds~~Investors and the Other Requesting Shareholders each have the one-time right to demand that we register for resale on a shelf registration statement on Form S-3 all of their then remaining registrable securities in the case of the Corsair ~~funds~~Investors or at least 500,000 shares of registrable securities in the case of the Other Requesting Shareholders. The Corsair ~~funds~~Investors have three rights and the Other Requesting Shareholders have two rights to require that we conduct follow-on offerings from any such shelf registration statement, provided, in each case, that the aggregate market value of any shares offered in a follow-on offering is at least $5 million. If we are eligible to use a shelf registration statement on Form S-3 and we are also a “well known seasoned issuer” as defined in Rule 405 of the Securities Act, we and the Other Requesting Shareholders, as applicable, may elect, in connection with a demand registration, to register an unspecified number of shares of our capital stock on such registration statement to be sold by us or the Other Requesting Shareholders, as applicable.

Within ten days of our receipt of a demand registration request from the Requesting Shareholders, we must provide notice of the demand registration to all other shareholders that are parties to the SARSA to allow such shareholders to register their registrable securities on such registration statement relating to the demand registration.

We will be required to pay the expenses associated with the demand registrations described above, even if the registration is not completed, unless the demand registration is withdrawn by the Requesting Shareholders which, in connection with such withdrawal, also agree to reimburse us for all associated expenses.

The SARSA also provides all shareholders that are parties thereto with “piggyback” registration rights.

With respect to piggyback registration rights, we may register for sale under the Securities Act our capital stock or other securities that are convertible into our capital stock, whether or not for our own account. If we elect to register our capital stock or other securities that are convertible into our capital stock, then, at least 45 business days prior to the anticipated filing date of the registration statement relating to the piggyback registration, we must provide notice of the registration to all shareholders party thereto to allow such shareholders to register securities of the same class or series on such registration statement relating to the piggyback registration.

If a piggyback registration involves an underwritten public offering of registrable securities, such as our initial public offering (the “IPO”), (a) all shareholders requesting to be included in the registration statement must sell their registrable securities to the underwriters selected by us on the same terms and conditions as are applicable to us and (b) if, at any time after giving notice of our intention to conduct a piggyback registration but prior to the effective date of the registration statement filed in connection with such piggyback registration, we determine for any reason not to register such securities, we must give notice to all shareholders, and, thereafter, we will be relieved of our obligation to register any registrable Securities in connection with such piggyback registration. We will be required to pay for all piggyback registration expenses, even if the registration is not completed.

Pursuant to the terms of the SARSA, we received a request from certain Requesting Shareholders to register 3,652,094 shares of our common stock on a registration statement on Form S-3 (the “Registration Statement”). The Registration Statement was filed with the SEC on December 21, 2018.

The SARSA provides the Corsair ~~investors~~Investors with rights to receive certain financial reports and other information about the Company.

The foregoing description of the SARSA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the SARSA, which is filed as ~~an exhibit~~Exhibit 4.2 to the Company’s registration statement on Form S-1 (File No. 333-213367), filed with the SEC on August 29, ~~2016, and is incorporated herein by reference in its entirety.~~2016.

The Corsair ~~investors~~Investors have each provided a set of passivity commitments to the Federal Reserve in connection with their initial investments in us. These passivity commitments include, among other things, limitations on the ability of such investors to conduct transactions with us or our affiliates. These passivity commitments also include the agreement of each of these investors not to, without the prior approval of the Federal Reserve, among other things, exercise or attempt to exercise a controlling influence over our management or policies, have or seek to have more than one representative serve on our Board of Directors or permit any representative to serve as the ~~chairman~~Chairman of our Board of Directors or any committee thereof.

As of the date of this Proxy Statement, we understand that one of our principal shareholders, Mr. Gaylon Lawrence or his affiliates, who acquired a greater than 5% interest in the Company in August 2017, have an economic interest in the lease of our corporate headquarters located at 1201 Demonbreun Street, Suite 700, Nashville, Tennessee via their direct or indirect ownership in the landlord entity. However, as of the date of this Proxy Statement, we have been unable to ascertain the extent of the ownership of Mr. Lawrence or his affiliates in the landlord entity, and, therefore, we are unable to approximate the dollar value of the interest of Mr. Lawrence or his affiliates in the lease and whether such amount is material. Mr. Lawrence or his affiliates were not 5% or greater shareholders at the commencement of our lease in March 2017. During the fiscal year ended December 31, 2018, the Company paid the landlord entity approximately $1,261,119 in the aggregate in rent pursuant to the terms of the lease.

Transactions byinvolving the Company ~~with~~and/or the Bank and their respective affiliates and insiders are subject to regulatory requirements and restrictions as well as our own policies and procedures. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by our ~~bank~~Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by our Bank to its executive officers, directors, and principal shareholders). We have adopted policies to comply with these regulatory requirements and restrictions, including provisions in our Loan and Credit Administration Policy that place restrictions on the Bank with respect to loans to our executive officers, directors and principal shareholders. Pursuant to its charter, our Credit Committee is responsible for ensuring that extensions of credit to directors, executive officers and their affiliates comply with all applicable law, reviewing loans that are subject to Regulation O and, if required by Regulation O and where appropriate, recommending such loans to the full Board of Directors for approval. Our Audit Committee approves all ~~related party~~related-party transactions that are not subject to Regulation O.

In addition, our Board of Directors has adopted a written policy governing the approval of ~~related party~~related-party transactions that complies with all applicable requirements of the SEC and ~~the~~ NASDAQ ~~Stock Market~~ concerning ~~related party~~related-party transactions. ~~Related party~~Related-party transactions, for purposes of the requirements of the SEC and ~~the~~ NASDAQ, ~~Stock Market,~~ are transactions in which we are a participant, the amount involved exceeds $120,000 and a ~~related party~~related-party has or will have a direct or indirect material interest. Our related parties include our directors (including nominees for election as directors), executive officers, 5% or greater shareholders and the immediate family members of these persons. Our Chief Financial Officer, in consultation with management and outside counsel, as appropriate, will review potential ~~related party~~related-party transactions to determine if they are subject to the policy. If so, the transaction will be referred to our Audit Committee or, if such transaction is a loan subject to Regulation O, our Credit Committee. In determining whether to approve a ~~related party~~related-party transaction, our Audit Committee or Credit Committee, as applicable, will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the ~~related party’s~~related-party’s interest in the transaction, the appearance of an improper conflict of interests for any director, executive officer or 5% or greater shareholder, taking into account the size of the transaction and the financial position of the ~~related party,~~related-party, whether the transaction would impair a director’s independence, the acceptability of the transaction to our regulators and the potential violations of other company policies. Our ~~Related Party~~Related-Party Transactions Policy is available on our website at www.ir.capstarbank.com, as an annex to our Corporate Governance Guidelines.

The following table sets forth the beneficial ownership of our common stock as of ~~April 11, 2017~~March 19, 2019 by:

Name of Beneficial Owner(1)

Amount and Nature
of Beneficial
Ownership(2)

Percent of Class

5% Shareholders Who Are Not Directors

Corsair III Financial Services Capital Partners, L.P.(3)

1,660,800

14.8

%
GSD Family Investments, LLC(4)

656,397

5.8

Directors

L. Earl Bentz(5)

228,811

2.0

Dennis C. Bottorff(6)

232,991

2.1

Thomas R. Flynn(7)

119,181

1.1

Julie D. Frist(8)

246,872

2.2

Louis A. Green, III(9)

110,611

*

Dale W. Polley(10)

30,068

*

Stephen B. Smith(11)

43,934

*

Richard E. Thornburgh(12)

17,023

*

Claire W. Tucker(13)

257,189

2.3

James S. Turner, Jr.(14)

283,380

2.5

Toby S. Wilt(15)

359,862

3.2

Executive Officers Who Are Not Directors

Dandridge W. Hogan(16)

102,795

*

Robert B. Anderson(17)

100,290

*

Christopher G. Tietz(18)

30,100

*

Directors and Executive Officers as a Group (14 persons)

Name of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)		Percent of Class
5% Shareholders Who Are Not Directors
Corsair III Financial Services Capital Partners, L.P. (3)		1,470,926		8.3	%
Corsair III Financial Services Offshore 892 Partners, L.P.(4)		72,435	*
Gaylon M. Lawrence, Jr. (5)		1,156,675		6.5
GSD Family Investments, LLC (6)		656,397		3.7
Directors
L. Earl Bentz (7)		231,480		1.3
Dennis C. Bottorff (8)		264,861		1.5
Jeffrey L. Cunningham		331,275		1.9
Thomas R. Flynn (9)		134,483	*
Julie D. Frist (10)		233,415		1.3
Louis A. Green III (11)		112,932	*
Myra NanDora Jenne		77,508	*
Dale W. Polley (12)		36,740	*
Stephen B. Smith (13)		47,048	*
Richard E. Thornburgh (14)		19,159	*
Claire W. Tucker (15)		133,604	*
James S. Turner, Jr. (16)		274,647		1.5
Toby S. Wilt (17)		371,462		2.1
Executive Officers Who Are Not Directors
Robert B. Anderson (18)		117,692	*
Christopher G. Tietz (19)		44,472	*
Directors and Executive Officers as a Group (15 persons)			13.6

~~(1) Unless otherwise noted, the address for each shareholder listed in the table above is: c/o CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203.~~

(2) We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after such date through (i) the exercise of any option or warrant, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement or (iv) the automatic termination of a trust, discretionary account or similar arrangement. Except as disclosed in the footnotes to this table and subject to applicable community property laws, to our knowledge, each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name.

(3) The indicated ownership is based solely upon a Schedule 13G filed with the SEC by the beneficial owner on February 14, 2017 reporting beneficial ownership as of December 31, 2016. Includes (i) 571,840 shares of our common stock, 836,839 shares of our Series A preferred stock convertible into an equal number of shares of common stock and 238,267 shares of our common stock underlying warrants that are currently exercisable that are owned by Corsair III Financial Services Capital Partners, L.P. and (ii) 28,160 shares of our common stock, 41,210 shares of our Series A preferred stock convertible into an equal number of shares of common stock and 11,733 shares of our common stock underlying warrants that are currently exercisable that are owned by Corsair III Financial Services Offshore 892 Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of both Corsair III Financial Services Capital Partners, L.P. and Corsair III Financial Services Offshore 892 Partners, L.P. Corsair Capital LLC has sole voting and investment power with respect to all such shares. Corsair III Management L.P. is an affiliate of Corsair Advisors LLC, a registered broker-dealer. The address for this group of shareholders is 717 5th Avenue, 24th Floor, New York, NY 10022. Mr. Thornburgh, a director of the company, is a member of the investment committee of Corsair Capital, LLC and serves on our Board of Directors pursuant to the terms of the SARSA. See “Certain Relationships and Related Transactions -Right to Nominate Director.”22

(4) The indicated ownership is based solely upon a Schedule 13G filed with the SEC by the beneficial owner on February 14, 2017 reporting beneficial ownership as of December 31, 2016. Jeff Gould, as manager of GSD Family Investments, LLC, possesses the voting and investment power with respect to the securities beneficially owned by GSD Family Investments, LLC and may be deemed the beneficial owner of such securities. Includes 42,175 shares of our common stock underlying warrants that are currently exercisable. The address for GSD Family Investments, LLC and Jeff Gould is 1163 Gateway Lane, Nashville, TN 37220.

(5) Includes shares owned by Mr. Bentz, or entities he controls, including (i) 2,081 shares of restricted stock of which Mr. Bentz retains voting control, (ii) 12,000 shares of our common stock underlying options that are currently exercisable, and (iii) 20,000 shares of our common stock underlying warrants that are currently exercisable.

(6) Includes shares owned by Mr. Bottorff, or by entities he controls, including (i) 1,056 shares of restricted stock of which Mr. Bottorff retains voting control, (ii) 18,000 shares of our common stock underlying options that are currently exercisable, and (iii) 20,000 shares of our common stock underlying warrants that are currently exercisable.

(7) Includes shares owned by Mr. Flynn, including (i) 2,295 shares of restricted stock of which Mr. Flynn retains voting control, (ii) 12,000 shares of our common stock underlying options that are currently exercisable and (iii) 5,000 shares of our common stock underlying warrants that are currently exercisable.

(8) Includes shares owned Mrs. Frist, including (i) 2,218 shares of restricted stock of which Mrs. Frist retains voting control, (ii) 12,000 shares of our common stock underlying options that are currently exercisable, and (iii) 20,833 shares of our common stock underlying warrants that are currently exercisable.

(9) Includes shares owned by Mr. Green and members of his family, including 1,862 shares of restricted stock of which Mr. Green retains voting control. Mr. Green shares voting and investment power with respect to 8,850 of these shares.

~~(10) Includes shares owned by Mr. Polley, including 2,364 shares of restricted stock of which Mr. Polley retains voting control.~~

(11) Includes shares owned by Mr. Smith, including (i) 1,770 shares of restricted stock of which Mr. Smith retains voting control, (ii) 13,250 shares of our common stock underlying options that are currently exercisable, and (iii) 1,250 shares of our common stock underlying warrants that are currently exercisable.

(12) Includes shares owned by Mr. Thornburgh, including (i) 1,777 shares of restricted stock of which Mr. Thornburgh retains voting control and (ii) 12,000 shares of our common stock underlying options that are currently exercisable.

(13) Includes shares owned by Ms. Tucker, including (i) 1,991 shares of restricted stock of which Ms. Tucker retains voting control and (ii) 210,000 shares of our common stock underlying options that are currently exercisable.

(14) Includes shares owned by Mr. Turner, including (i) 2,578 shares of restricted stock of which Mr. Turner retains voting control, (ii) 18,000 shares of our common stock underlying options that are currently exercisable, and (iii) 22,500 shares of our common stock underlying warrants that are currently exercisable.

(15) Includes shares owned by Mr. Wilt, including (i) 2,336 shares of restricted stock of which Mr. Wilt retains voting control, (ii) 18,000 shares of our common stock underlying options that are currently exercisable, and (iii) 22,500 shares of our common stock underlying warrants that are currently exercisable. Also includes shares owned by WF Partners, including 3,750 shares of our common stock underlying warrants that are currently exercisable. Mr. Wilt is the managing partner of WF Partners and has voting and investment power with respect to all such shares.23

Section 16(a) of the Exchange Act requires our executive officers and directors and the holders of greater than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers and directors are required by SEC regulations to furnish us with copies of these reports. Based solely upon a review of the copies of these reports furnished to us and written representations from such executive officers, directors and shareholders with respect to the period from January 1, 2010 through December 31, 2016, we are not aware of any required Section 16(a) reports that were not filed on a timely basis. Copies of Section 16(a) reports can be found on the Investor Relation’s page of our corporate website at ~~www.capstarbank.com~~www.ir.capstarbank.com under the category “Financials and Filings.” Based upon a review of these filings and written representations from our directors and executive officers, we believe that all reports required to be filed with the SEC pursuant to Section 16(a) with respect to the period from January 1, 2018 through December 31, 2018 were
filed in a timely manner except: Robert B. Anderson filed a Form 4 on August 24, 2018 for transactions that occurred on February 27, 2018 and March 2, 2018, respectively; Thomas R. Flynn filed a Form 4 on March 8, 2018 for two transactions that occurred on September 26, 2017 which were inadvertently omitted from a Form 4 filed on September 28, 2017 and Mr. Flynn filed a late Form 4 on September 14, 2018, with respect to two transactions that occurred on August 29, 2018; Julie D. Frist filed a report on Form 5 on February 14, 2019 with respect to a transaction that occurred on October 5, 2017 which was inadvertently omitted from a Form 4 filed on October 10, 2017, and she also filed a late Form 4 on March 1, 2018 for the exercise and subsequent sale of options pursuant to her Rule 10b5-1 trading plan on February 5, 2018; on July 19, 2018, Mrs. Frist filed a Form 4 disclosing two transactions that occurred on July 9, 2018 and July 10, 2018 for accounts for which Mrs. Frist affirmatively disclaims beneficial ownership; Dandridge W. Hogan filed a Form 4 on August 24, 2018 for transactions that occurred on February 27, 2018 and March 2, 2018, respectively; Claire W. Tucker filed a Form 4 on August 24, 2018 for the withholding of shares upon vesting of restricted stock on March 5, 2018 and she filed a late Form 4 on March 5, 2019 for an award of 6,000 shares of restricted common stock granted to her on October 1, 2018; and Toby S. Wilt filed a report on Form 4 on July 19, 2018 which reported seven late transactions that were not filed in a timely manner, such transactions being made for accounts for which Mr. Wilt affirmatively disclaims beneficial ownership.

We are providing executive compensation disclosure that satisfies the requirements applicable to “emerging growth companies,” as such term is defined in the Jumpstart Our Business Startups Act of 2012. Our named executive officers for ~~2016 are:~~2018 include the following:

The following table sets forth information regarding the compensation earned by or paid or awarded to each of our named executive officers during ~~2016, 2015~~2018, 2017 and ~~2014.~~

Name and Principal Position	Year	Salary		Stock Awards (2)		Nonequity Incentive Plan Compensation (3)		All Other Compensation (4)		Total		Year	Salary		Stock Awards (1)		Nonequity Incentive Plan Compensation (2)		All Other Compensation (3)		Total
Claire W. Tucker	2016	$	375,000	$	1,322	$	121,978	$	23,846	$	522,146	2018	$	418,548	$	151,774	$	177,962	$	23,947	$	772,231
Chief Executive Officer - CapStar Financial Holdings, Inc.	2015		375,000		37,505		75,000		23,451		510,956
Chief Executive Officer - CapStar Financial Holdings, Inc. Chief Executive Officer and Interim President - CapStar Bank												2017	$	384,375		—		—	$	23,138	$	407,513
	2014		375,000		—		—		25,004		400,004	2016	$	375,000	$	1,322	$	121,978	$	23,846	$	522,146
Robert B. Anderson	2016	$	320,833	$	1,322	$	125,981	$	11,769	$	459,905	2018	$	334,750	$	121,429	$	167,375	$	11,166	$	634,720
Chief Financial Officer and Chief Administrative Officer - CapStar Financial Holdings, Inc. and CapStar Bank	2015		291,667		333,498		65,682		11,515		702,362	2017	$	333,125	$	328,800	$	—	$	11,187	$	673,112
	2014		250,000		—		—		10,842		260,842	2016	$	320,833	$	1,322	$	125,981	$	11,769	$	459,905
Dandridge W. Hogan	2016	$	350,000	$	1,322	$	137,405	$	12,420	$	501,147
Chief Executive Officer - CapStar Bank	2015		345,833		358,629		90,814		11,895		807,171
Christopher G. Tietz												2018	$	288,548	$	267,488	$	86,564	$	11,983	$	654,583
Chief Credit Officer - CapStar Bank												2017	$	276,667	$	—	$	—	$	11,129	$	287,796
	2014		325,000		—		—		11,745		336,745	2016	$	225,000	$	146,936	$	53,173	$	45,460	$	470,569
Christopher G. Tietz Chief Credit Officer - CapStar Bank(1)	2016	$	225,000	$	146,936	$	53,173	$	45,460	$	470,569
	2015		—		—		—		—		—
	2014		—		—		—		—		—

Name	401(k) Contribution		Automobile Allowance		Phone Allowance		Health and Country Club Memberships		Long-Term Disability/Group Term Life		Relocation Expenses		401(k) Contribution		Automobile Allowance		Phone Allowance		Health and Country Club Memberships		Long-Term Disability/Group Term Life
Claire W. Tucker	$	7,950	$	3,000	$	—	$	11,297	$	1,599	$	—	$	8,250	$	3,000	$	—	$	12,127	$	570
Robert B. Anderson		7,950		—		1,380		—		2,439		—		8,250		—		1,380		—		1,536
Dandridge W. Hogan		7,950		—		1,380		—		3,090		—
Christopher G. Tietz		6,750		—		1,150		—		4,504		33,056		8,250		—		1,380		—		2,353

General. We have compensated our named executive officers through a combination of base salary, annual cash incentive awards, long-term equity incentive compensation and other benefits including perquisites. Each of our named executive officers has substantial responsibilities in connection with the day-to-day operations of the Company and our Bank, and together function as a leadership team responsible for the success of the organization.

Compensation Philosophy. As an organization, we focus on sound, profitable growth. We seek to address client needs, maintain critical quality standards and drive shareholder value, and our overall compensation philosophy is a direct reflection of those values. Our executive compensation program carries out these values by rewarding our named executive officers for the achievement of specific short- and long-term individual and corporate goals and the realization of increased value to our shareholders. Our goal is to provide compensation that is fair to our named executive officers, focused on performance, and aligned with the long-term best interests of our shareholders.

In light of the unique shared leadership responsibilities of our named executive officers, consideration is given to the aggregate compensation levels of the top officers of our peers, rather than focusing solely on individual compensation, in finalizing executive compensation parameters. In regards to overall base compensation levels, we target levels that approximate the median of our peers, taking into consideration company and individual performance. We aim to provide performance based short-term incentive opportunities that are in line with those of our peers at the market median but allow for superior rewards for superior performance that will move cash compensation (base salary and annual cash incentive awards) to the upper quartile of market. In addition, we provide our named executive officers the opportunity to participate in the long-term success of the Company by granting equity incentive awards. We are also committed to helping maintain the health and welfare of our named executive officers and offer competitive benefits packages. Our philosophy is to maintain a total compensation package at the median of market if performance expectations are met and at the upper quartile of market if performance expectations are exceeded.

Compensation Process. Our Compensation and Human Resources Committee regularly reviews our executive compensation program to ensure it achieves our desired goals and is responsible for approving compensation arrangements for our named executive officers. As part of this process, the committee annually reviews and approves corporate goals and objectives relevant to the compensation of our named executive officers and evaluates the performance of the named executive officers in light of these goals and objectives. The committee approves the compensation levels for the named executive officers based on such evaluation, with consideration for each individual’s role and responsibilities within the leadership team. The committee annually reviews our incentive compensation arrangements to confirm they do not encourage unnecessary risk-taking. In determining the long-term incentive component of our executive compensation program, the Compensation and Human Resources Committee considers our performance and relative shareholder return, the value of similar incentive awards to the named executive officers of our peers and the awards given to our named executive officers in past years.

We believe that our cash-based Annual Incentive Plan for our Named Executive Officers, (described above under the heading "Executive Compensation”) is well designed to align our strategic objectives with short-term and long-term shareholder value and to not encourage risky employee behavior. The corporate performance metrics take into consideration income statement, credit quality and equity factors. Threshold goals under such measures were (are) reasonably achievable with good performance, and therefore were (are) sufficiently challenging but not overly difficult. Specified performance metrics did (do) not include steep cliffs for not achieving nor exponential upside to achieving them (we pro-rate awards at various performance levels). In addition, based on peer group comparisons, the incentives payable to our executive officers were (are) capped at reasonable levels and the maximum awards represent an appropriate portion of total pay;26

Similarly, we believe that the compensation programs available to our employees generally are appropriately aligned with our Company’s strategy and objectives for long-term value creation for shareholders, and properly reward various performance outcomes.

Components of Compensation. Our executive compensation program consists primarily of the following elements:

Base Salary. The base salaries of our named executive officers have been historically reviewed and set annually by our Board of Directors through the review and recommendations of our Compensation and Human Resources Committee as part of our performance review process. Base salaries are also reviewed upon the promotion of an executive officer to a new position or another change in job responsibility. In establishing base salaries for our named executive officers, our Compensation and Human Resources Committee has relied on external market data and peer data obtained from outside sources, including our independent compensation ~~consultant.~~consultant, Blanchard Consulting Group. In addition to considering the information obtained from such sources, our Compensation and Human Resources Committee ~~has considered:~~considers:

Annual Cash Incentive Awards. Each year our named executive officers are eligible to receive an annual cash incentive ~~awards~~award as ~~a percentage of their respective base salary.~~determined by the Compensation and Human Resources Committee. These awards to our named executive officers are based on their achievement of individual performance goals and on our achievement of various organizational metrics, including earnings per share, return on assets and our level of classified assets. Annual cash incentive awards are intended to recognize and reward those named executive officers who contribute meaningfully to our performance for the year. These annual cash incentive awards are recommended and approved by the Compensation and Human Resources Committee but are ultimately subject to the discretion of the Board of Directors each year as to whether and in what amounts they will be paid.

We believe that our cash-based Annual Incentive Plan for our Named Executive Officers is well designed to align our strategic objectives with short-term and long-term shareholder value and to not encourage risky employee behavior. The corporate performance metrics take into consideration income statement, credit quality and equity factors. Threshold goals under such measures were reasonably achievable with good performance and therefore were sufficiently challenging but not overly difficult. Specified performance metrics did not include steep cliffs for not achieving nor exponential upside to achieving them (prorating awards at various performance levels). In addition, based on peer group comparisons, the incentives payable to our executive officers were capped at reasonable levels and the maximum awards represent an appropriate portion of total pay.

We have adopted a compensation clawback policy which allows the Company to recoup awards under certain circumstances, such as a material misstatement of financial performance. ~~All annual cash incentive awards granted to our named executive officers are subject to the clawback policy.~~ For more information regarding our clawback policy, see “—Narrative Discussion of Summary Compensation ~~Table —Executive~~Table—Executive Compensation Enhancements — Clawback Policy” below.

Long-Term Equity Compensation. Prior to the incorporation of CapStar Financial Holdings, Inc. and the completion of a share exchange with the shareholders of CapStar Bank (the “Share Exchange”), we issued long-term equity incentive awards under the CapStar Bank 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”). In 2016, in connection with the Share Exchange, the outstanding awards of restricted stock and stock options previously granted under the 2008 Stock Incentive Plan were exchanged for similar long-term equity incentive awards issued by CapStar Financial Holdings, Inc. under the CapStar Financial Holdings, Inc. Stock Incentive Plan (the “2016 Stock Incentive Plan”).

The 2016 Stock Incentive Plan provides for the grant of stock-based incentives, including stock options, restricted stock units, performance awards and restricted stock, to employees, directors and service providers that are subject to forfeiture until vesting conditions have been satisfied by the award recipient under the terms of the award. We believe these awards help align the interests of our named executive officers and our shareholders and reward our named executive officers for improved Company performance. Specifically, the 2016 Stock Incentive Plan, like the 2008 Stock Incentive Plan, is intended to provide incentives to certain officers, employees, and directors to stimulate their efforts toward the continued success of the Company and to operate and manage the business in a manner that will provide for our long-term growth and profitability. Additionally, the 2016 Stock Incentive Plan is intended to encourage stock ownership as a means of rewarding and retaining officers, employees and directors. ~~Currently, the~~The Board of Directors ~~has~~initially reserved a total of ~~1,569,475~~1,969,475 shares of common stock for issuance pursuant to the 2016 Stock Incentive Plan and, as of March 19, 2019, there were ~~199,691~~396,817 shares of common stock remaining available for ~~issuance as of March 1, 2017.~~issuance.

The 2016 Stock Incentive Plan is administered by our Compensation and Human Resources Committee. In order to be eligible for participation in the 2016 Stock Incentive Plan, an individual must be an officer, employee, director or other service provider of the Company or otherwise be an affiliate of the Company. In determining awards under the 2016 Stock Incentive Plan, the Compensation and Human Resources Committee takes into account the nature of the services rendered by the eligible individual, their present and potential contributions to our success, and such other factors as the Compensation and Human Resources Committee deems relevant.

In December 2018, we granted 5,600 shares of restricted stock to Mr. Anderson and 13,800 shares of restricted stock to Mr. Tietz. In October 2018, we granted 6,000 shares of restricted stock to Ms. Tucker. In April 2018, we granted 1,650 shares of restricted stock to Mr. Tietz. In December 2017, we granted 15,000 shares of restricted stock to Mr. Anderson. In March 2016, we granted 2,837 ~~4,968~~ and ~~6,869~~4,968 shares of restricted stock to Ms. Tucker ~~Mr. Anderson~~ and Mr. ~~Hogan,~~Anderson, respectively, that were earned by the named executive officers in 2015. In March 2016, we granted 5,000 shares of restricted stock and 25,000 stock option awards to Mr. Tietz in connection with his hiring that month. In September 2016, we granted 100 shares of restricted stock to each of Ms. Tucker, Mr. Anderson ~~Mr. Hogan~~ and Mr. Tietz as part of a special, one-time grant of shares of restricted stock to each of the Company’s employees in connection with the completion of our initial public offering. The awards in December 2018, October 2018, April 2018, December 2017 and March and September 2016 were granted pursuant to the 2016 Stock Incentive Plan. In February 2015, we granted 15,000 shares of restricted stock and 30,000 stock option awards to each of Mr. Anderson and Mr. Hogan. These awards were initially granted pursuant to the 2008 Stock Incentive Plan but were subsequently exchanged for similar awards under the 2016 Stock Incentive Plan.

Stock awards that were granted in ~~March and September 2016 vest over a three-year period from the grant date.~~December 2018 were fully vested upon issuance. With the exception of the March 2016 restricted stock award to Mr. Tietz, ~~these~~stock awards that were granted in March 2016, September 2016, December 2017, April 2018 and October 2018 vest ratably over a three-year period from the grant date, with one-third of the stock subject to the award vesting on each of the first three anniversaries of the grant date. ~~Stock~~The stock awards ~~that were granted in February 2015, and the March 2016 award~~ granted to Mr. Tietz in March 2016 vest in full on the third anniversary of the grant date. Notwithstanding such vesting schedules, the vesting of such awards will be accelerated in the event of the holder’s death or disability while in the service of the Company or upon such other event as determined by the Compensation and Human Resources Committee in its sole discretion. Vesting may also be accelerated upon certain extraordinary events (such as a change in control). Unvested shares issued as restricted stock awards must be retained by the executive officer and therefore may not be sold, transferred or otherwise disposed of and shall not be pledged, assigned or otherwise hypothecated or encumbered during the vesting periods.

CapStar Bank 401(k) Plan. The CapStar Bank 401(k) Plan (the “401(k) Plan”) is designed to provide retirement benefits to all eligible full-time and part-time employees. The 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis. ~~Our named executive officers, all of whom~~Ms. Tucker, Mr. Anderson and Mr. Tietz were eligible to participate in the 401(k) Plan during ~~2016, 2015~~2018, 2017 and ~~2014,~~2016. As participants, they may elect to participate in the 401(k) Plan on the same basis as all other employees. We have elected a safe harbor 401(k) Plan and as such make an annual contribution of 3% of the employees’ salaries annually. An employee does not have to contribute to receive the employer contribution.

Health and Welfare Benefits. Our named executive officers are eligible to participate in the same benefit plans designed for all of our full-time employees, including health, dental, vision, disability and basic group life insurance coverage. Ms. Tucker is entitled to life insurance equal to $700,000. Messrs. Anderson ~~Hogan~~ and Tietz are entitled to life insurance in an amount equal to two times their respective base salary, subject to a maximum of $400,000. The purpose of our employee benefit plans is to help us attract and retain quality employees, including executives, by offering benefit plans similar to those typically offered by our competitors.

Perquisites. We provide our named executive officers with a limited number of perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Our Compensation and Human Resources Committee periodically reviews the levels of perquisites and other personal benefits provided to our named executive officers. Based on these periodic reviews, perquisites are awarded or adjusted on an individual basis. The perquisites received by our named executive officers in ~~2016, 2015~~2018, 2017 and ~~2014~~2016 included automobile and phone allowances, and health and country club memberships.

Section 162(m) of the Code. Section 162(m) of the Code generally limits the corporate tax deduction for compensation in excess of $1 million that is paid to our named executive officers. Section 162(m) of the Code was amended by the Tax Cut and Jobs Act of 2017 so that the exceptions for payment of “performance based compensation” and commissions have been eliminated. However, because we recently became a publicly-held corporation in connection with an initial public offering, the $1 million annual deduction limit does not apply during a limited ~~“transition period”~~transition period for compensation paid under ~~a plan~~our 2016 Stock Incentive Plan. This relief applies to awards of stock options and restricted stock that ~~existed prior~~are outstanding as well as future awards granted with respect to shares available under the initial public offering. In addition, qualifying performance-based compensation is fully deductible without regard to the $1 million limit if certain requirements are met. Section 162(m) also permits full deductibility for certain pension contributions and other payments.2016 Stock Incentive Plan. The ~~Compensation and Human Resources Committee has carefully considered the impact of Section 162(m) and its limits on deductibility. To avoid such deductibility limits, the~~ Compensation and Human Resources Committee intends to ~~design its compensation programs: (i)~~continue to rely on the transition relief ~~to the extent possible~~ until ~~the transition period~~it expires at our annual meeting of shareholders in 2020 or, if sooner, when the ~~annual shareholders meeting in~~shares currently available for awards at the ~~fourth calendar year following~~time of the initial public ~~offering;~~offering have been depleted. In addition, in 2018, non-stock compensation paid to our named executive officers did not exceed $1 million and, ~~(ii)~~therefore, the tax-deductibility of the compensation paid to our named executive officers was not limited by Section 162(m) of the ~~extent practical and to the extent that such transition relief is not available, maintain compensation programs that qualify as “performance-based compensation.”~~Code.

We have implemented the following enhancements to our executive compensation program:

Clawback Policy. Incentive awards that are provided to our executive officers, including our named executive officers, and that are based on Company financial metrics are subject to our compensation clawback policy. This clawback policy allows the Company to recoup awards that have been previously paid or awarded under certain circumstances, such as a material misstatement of the Company’s financial performance. Annual cash incentive awards paid and equity awards granted to our named executive officers are subject to our “clawback” policy.

Insider Trading Policy with an Anti-Hedging Provision. We maintain an insider trading policy that seeks to prevent insider trading or allegations of insider trading, that seeks to protect the Company’s reputation for adhering to the highest standards of conduct and that includes an anti-hedging provision. Additionally, the policy states that specific restrictions upon trading, such as specified trading windows and blackout periods, must be adhered to. ~~The Bank believes~~We believe it is improper and inappropriate for any Company personnel to engage in short-term or speculative transactions involving Company stock, so those persons who are subject to the policy are prohibited from the following:

Disclosure Committee. The Disclosure Committee is composed of members of management. This committee has established controls and procedures designed to ensure that information the Company may be required to disclose is gathered and communicated to the committee and that all required disclosures are made in a timely and accurate manner. The committee has implemented a financial review process that enables our Chief Executive Officer and Chief Financial Officer to certify our quarterly and annual reports, as well as procedures designed to ensure our compliance with SEC Regulation FD (Fair Disclosure).

The following table provides information regarding outstanding ~~stock~~equity awards held by the named executive officers as of December 31, ~~2016.~~2018.

	Option Awards										Stock Awards						Option Awards										Stock Awards
Name of Executive	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price		Option Expiration Date		Grant Date		Number of Shares that have not Vested (#)(2)		Market Value of Shares of Stock that have not Vested ($)		Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price		Option Expiration Date		Grant Date		Number of Shares that have not Vested (#)(2)		Market Value of Shares of Stock that have not Vested ($)
Claire W. Tucker(5)	11/13/2008			210,000		—	$	10.00	11/13/2018			—		—	$	—		—		—		—		—		—	3/2/2016			946		13,935
		—		—		—		—		—	3/2/2016			2,837		62,301		—		—		—		—		—	9/1/2016			34		501
		—		—		—		—		—	9/1/2016			100		2,196		—		—		—		—		—	10/1/2018			6,000		88,380
Robert B. Anderson(5)	12/10/2012			50,000		—		12.27	12/10/2022			—		—		—	12/10/2012			50,000		—		12.27	12/10/2022			—		—		—
	2/27/2015			7,500		22,500		11.41	2/27/2025			—		—		—	2/27/2015			22,500		7,500		11.41	2/27/2025			—		—		—
		—		—		—		—		—	2/27/2015			15,000		329,400		—		—		—		—		—	3/2/2016			1,656		24,393
		—		—		—		—		—	3/2/2016			4,968		109,097		—		—		—		—		—	9/1/2016			34		501
		—		—		—		—		—	9/1/2016			100		2,196		—		—		—		—		—	12/19/2017			10,000		147,300
Dandridge W. Hogan	12/1/2012			50,000		—		12.27	12/1/2022			—		—		—
Christopher G. Tietz(4)(5)																	3/2/2016			12,500		12,500		13.22	3/2/2026			—		—		—
	2/27/2015			7,500		22,500		11.41	2/27/2025			—		—		—		—		—		—		—		—	3/2/2016			5,000		73,650
		—		—		—		—		—	2/27/2015			15,000		329,400		—		—		—		—		—	9/1/2016			34		501
		—		—		—		—		—	3/2/2016			6,869		150,843		—		—		—		—		—	4/25/2018			1,650		24,305
		—		—		—		—		—	9/1/2016		100			2,196
Christopher G. Tietz	3/2/2016			—		25,000		13.22	3/2/2026			—		—		—
		—		—		—		—		—	3/2/2016			5,000		109,800
		—		—		—		—		—	9/1/2016			100		2,196

We have employment agreements with each of our named executive officers. The employment agreements for Messrs. Anderson ~~Hogan~~ and Tietz specify a ~~one-year~~two-year, five month term of employment until May 21, 2021 and the option for annual renewal by mutual agreement. The employment agreement for Ms. Tucker specifies a three-year period of employment that expires on May 31, 2019. ~~Both~~All parties have the right to terminate the employment agreements at any time, with or without cause, as defined in the employment agreements, subject to the potential for severance payments as discussed below. The employment agreements specify each executive’s base salary and eligibility to participate in certain benefits programs.

Potential Payments upon Termination or Change in Control. Our employment agreements with our named executive officers provide for certain severance payments to be made in connection with the termination of employment in certain circumstances.

Performance-Based Incentive Program. The Compensation and Human Resources Committee of the Board has adopted an incentive award program under the existing Stock Incentive Plan pursuant to which awards having performance and time-based vesting restrictions may be granted to our executive officers in 2020. This program sets forth objective performance metrics that must be satisfied before shares underlying the awards can be earned by our executive officers.

The awards under the program will be earned if our executive officers achieve certain targeted earnings per share and return on average assets metrics. Achievement of the performance targets will be measured following the end of the 2019 fiscal year, and the number of shares earned will be calculated in accordance with specified criteria set forth in the award agreements that will be entered into with our executive officers. One-third of the shares that are earned will be immediately vested upon grant in 2020. The remaining two-thirds will become vested ratably over the following 2 years, conditioned upon the continued employment of the executive officer.

Awards of Restricted Stock~~2017~~. On January 23, 2019, we granted 3,420, 2,734 and 2,357 shares of restricted stock to Ms. Tucker, Mr. Anderson and Mr. Tietz, respectively, that were earned by each of the named executive officers in 2018. These shares were granted pursuant to the 2016 Stock Incentive Plan and had a value of $51,574, $41,229 and $35,544, respectively, on January 23, 2019. For a discussion of how we value grants of these and other awards of restricted common stock, see Footnote 1 to “Executive Compensation ~~Update~~— Summary Compensation Table”.

~~In 2017,~~On March 6, 2019, we granted restricted stock awards to our directors who are not executive officers consistent with our ~~2016 director compensation program,~~2018 Director Compensation Program, as described in the section entitled “Director Compensation” below.

In addition, the Compensation and Human Resources Committee has retained the services of a new compensation consultant, Blanchard Consulting Group, to provide review of executive compensation benchmarking, peer review and recommendations with respect to our executive compensation.

~~During 2016, our non-employee directors received compensation for service and attendance as follows:~~

Ms. Tucker does not receive fees or other compensation for her service as a director of our Company. Other than the retainer for the chair of the Board of Directors, which is paid in cash in equal monthly payments, all director compensation is generally paid in equal parts cash and restricted stock awards that vest ratably over three years. The following table sets forth information regarding compensation paid to our directors for 2016 that were not named executive officers:

Fees Earned

Name

Fees Earned or
Paid in Cash

Amount ($)(1)

Actual Number of Restricted Shares (2)

All Other Compensation

Total (3)

L. Earl Bentz

$
14,750

$
14,750

743

$
29,499

Dennis C. Bottorff

81,500

6,500

327

87,991

Thomas R. Flynn

17,750

17,750

894

35,496

Julie D. Frist

15,813

15,813

797

31,633

Louis A. Green III

14,125

14,125

712

28,259

Dale W. Polley

17,125

17,125

863

$
30,000

(4)

64,256

Stephen B. Smith

11,813

11,813

595

23,624

Richard E. Thornburgh

13,000

13,000

655

26,002

James S. Turner, Jr.

18,188

18,188

916

36,371

Toby S. Wilt

16,500

16,500

831

32,996

No member of our Compensation and Human Resources Committee (i) is or has ever been an employee of the Company or our Bank, (ii) was, during the last completed fiscal year, a participant in any related party transaction requiring disclosure under “Certain Relationships and Related Party Transactions,” except with respects to loans made to such committee members in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties or (iii) had, during the last completed fiscal year, any other interlocking relationship requiring disclosure under applicable SEC rules.

The Compensation and Human Resources Committee has reviewed and discussed with management the information contained in the Executive Compensation section of this Proxy Statement and recommended to the Board of Directors that the Executive Compensation be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2018.

The foregoing 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 under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Securities Act and/or Exchange Act.

During 2018, our non-employee directors received compensation for service and attendance as follows (“2018 Director Compensation Program”):

Ms. Tucker and Mr. Cunningham do not receive fees or other compensation for their service as a director of our Company. Other than the retainers for our Chairman of the Board of Directors and the retainers for the Vice-Chairs of the Board of Directors, which are paid in all cash in equal monthly payments, all director compensation is generally paid in equal parts cash and restricted stock awards that vest ratably over three years. The following table sets forth information regarding compensation paid to our directors for 2018 that were not named executive officers:

			Fees Earned or Paid in Restricted Stock
Name	Fees Earned or Paid in Cash		Amount ($)(1)		Actual Number of Shares of Restricted Stock (2)		All Other Compensation		Total
L. Earl Bentz	$	29,250	$	29,250		1,772	$	—	$	58,500
Dennis C. Bottorff		58,250		33,250		2,014		—		91,500
Thomas R. Flynn		27,500		27,500		1,666		—		55,000
Julie D. Frist		41,750		29,250		1,772		—		71,000
Louis A. Green III		23,750		23,750		1,439		—		47,500
Myra NanDora Jenne		5,750		5,750		348		—		11,500
Dale W. Polley		44,000		31,500		1,908		—		75,500
Stephen B. Smith		26,250		26,250		1,605		—		52,500
Richard E. Thornburgh		24,000		24,000		1,454		—		48,000
James S. Turner, Jr.		31,000		31,000		1,893		—		62,000
Toby S. Wilt		27,500		27,500		1,681		—		55,000

The Audit Committee consists of ~~three or more~~four non-employee directors all of whom have been determined by the Board of Directors to qualify as independent directors under SOX and the ~~Sarbanes-Oxley Act, related SEC~~ rules and regulations of NASDAQ ~~rules.~~and the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee’s Charter is evaluated annually to ensure compliance with SEC rules and regulations and NASDAQ listing standards and was last revised on ~~March 1, 2017.~~January 23, 2019. A copy of the Audit Committee’s Charter is available on the Company’s Investor Relations webpage at www.ir.capstarbank.com under the caption “Corporate Governance – Documents & Charters.”

The Audit Committee oversees the Company’s auditing, accounting and financial reporting processes on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Audit Committee, among other things, reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, ~~2016,~~2018, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters required to be discussed by Auditing Standard No. 1301 ~~(Communication~~(Communications with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communication with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent auditors the independent auditors’ independence from the Company and its management. The Audit Committee also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence and has concluded that such provision is compatible with the auditors’ independence.

The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that ~~the~~our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 for filing with the SEC.

The foregoing 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, or the Securities Act,~~ or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under ~~such~~the Securities Act and/or the Exchange ~~Act.~~Act

RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee ~~engaged KPMG LLP~~of the Board of Directors has appointed Elliott Davis, LLC as our independent registered public accounting firm for the year ending December 31, 2019 and seeks ratification of the appointment by our shareholders. Elliott Davis, LLC has served as our independent registered public accounting firm since 2017. The Audit Committee, however, retains sole authority over the appointment and replacement of the Company’s independent registered public accounting firm. As a result, despite any ratification of this engagement of Elliott Davis, LLC by the Company’s shareholders, the Audit Committee will continue to ~~serve~~be authorized to terminate the engagement at any time during the year, to retain another independent registered public accounting firm to examine and audit the consolidated financial statements of the Company for fiscal year ending December 31, 2019, or to take any other related action if judged by the Audit Committee to be in the best interests of the Company. If the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the ~~fiscal~~ year ~~ended~~ending December 31, ~~2016.~~2019 is not ratified by the shareholders, then the matter will be referred to the Audit Committee for further review and action.

The following table presents the aggregate fees billed by ~~KPMG LLP~~Elliott Davis, LLC for the two most recent fiscal years ended December 31, ~~2016~~2018 and ~~2015:~~December 31, 2017, respectively:

	2016		2015		2018		2017
Audit Fees (1)	$	370,000	$	270,000	$	230,200	$	324,500
Audit-Related Fees (2)		30,000		30,000		11,500		11,000
Tax Fees	--		--			—		—
All Other Fees ~~(3)~~		856,000	--			—		—
Total Fees	$	1,256,000	$	300,000	$	241,700	$	335,500

Pursuant to its charter, the Audit Committee reviews and pre-approves audit and permissible non-audit services performed by the Company’s independent registered public accounting firm as well as the scope, fees, and other terms of such services. The Audit Committee may not approve any service that individually or in the aggregate may impair, in the Audit Committee’s opinion, the independence of the independent registered public accounting firm. The Audit Committee may delegate to one or more designated committee members the authority to grant pre-approvals of audit and permitted non-audit services, provided that any decisions to pre-approve shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has delegated its authority to pre-approve audit, audit-related, and non-audit services to the ~~chair~~Chair of the Committee. For the fiscal years ~~2016~~2018, 2017 and ~~2015,~~2016, all of the audit and non-audit services provided by the Company’s independent registered public accounting firm were pre-approved by the ~~chair~~Chair of the Audit Committee and the Audit Committee in accordance with the Audit Committee Charter.

~~As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2017 (the “Auditor Current Report”), following a competitive review~~Presence of independent registered public accounting firms, on March 23, 2017, the Audit Committee decided not to renew KPMG LLP’s contract to serve as the Company’s registered public accounting firm. The Audit Committee’s decision not to renew became effective March 27, 2017 upon the completionRepresentatives of ~~a regulatory audit conducted by KPMG LLP on behalf of the Company and was formally communicated to KPMG LLP by the Company on March 28, 2017.~~

During the Company’s fiscal years ended December 31, 2015 and 2016, and the subsequent interim period through March 28, 2017, (i) there were no disagreements between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to KPMG LLP’s satisfaction, would have caused KPMG LLP to make reference to the subject matter of the disagreement in its report on the Company’s consolidated financial statements for the relevant year, and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S‑K.

The audit report of KPMG LLP on the consolidated financial statements of the Company as of December 31, 2015 and 2016 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. The Company provided KPMG LLP with a copy of the Auditor Current Report prior to its filing with the SEC and requested KPMG LLP to furnish the Company with a letter addressed to the SEC stating whether KPMG LLP agreed with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it did not agree. A copy of KPMG LLP’s letter dated March 29, 2017 was attached as Exhibit 16.1 to the Auditor Current Report.

In addition, as disclosed in the Auditor Current Report, on March 23, 2017, based upon the recommendation and approval of the Audit Committee, the Company selected Elliott Davis Decosimo, LLC as the Company’s independent auditor for the fiscal year ending December 31, 2017. The Company’s engagement of Elliott Davis Decosimo, LLC became effective on March 27, 2017 upon execution of the engagement letter, as disclosed in the Auditor Current Report. During the Company’s fiscal years ended December 31, 2015 and 2016, and the subsequent interim period through March 28, 2017, neither the Company, nor anyone on its behalf, consulted with Elliott Davis Decosimo, LLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements; and as such, no written report or oral advice was provided, and none was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” (within the meaning of Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).

The Audit Committee of the Board of Directors appointed Elliott Davis Decosimo, LLC as the Company’s principal independent registered public accounting firm for the year ending December 31, 2017 and seeks ratification of the appointment by the Company’s shareholders. The Audit Committee, however, retains sole authority over the appointment and replacement of the Company’s independent auditors. As a result, despite any ratification of this engagement of Elliott Davis Decosimo, LLC by the Company’s shareholders, the Audit Committee will continue to be authorized to terminate the engagement at any time during the year, to retain another independent registered public accounting firm to examine and audit the consolidated financial statements of the Company for fiscal year 2017, or to take any other related action if judged by the Audit Committee to be in the best interests of the Company. If the appointment of Elliott Davis Decosimo, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2017 is not ratified by the shareholders, then the matter will be referred to the Audit Committee for further review and action.Independent Registered Public Accounting Firm

Representatives of Elliott Davis, ~~Decosimo,~~ LLC will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions. ~~The Company does~~

Shareholder ratification of the Audit Committee’s appointment of Elliott Davis, LLC as our independent registered public accounting firm for the year ending December 31, 2019 is not ~~expect that representatives~~required by our Bylaws or otherwise. Nonetheless, the Board of ~~KPMG LLP~~Directors has elected to submit the appointment of Elliott Davis, LLC to our shareholders for ratification.

If a quorum is present, this Proposal 2 will be ~~present at~~approved if the ~~Annual Meeting.~~votes cast for ratification exceed the votes cast against ratification. If this Proposal 2 is not approved, the matter will be referred to the Audit Committee for further review.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF ELLIOTT DAVIS, ~~DECOSIMO,~~ LLCAS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2017~~2019

How and when may I submit a shareholder proposal for CapStar’s ~~2018~~2020 Annual Meeting of Shareholders?

~~Our annual meetings of shareholders are generally held in May of each year.~~ We will consider for inclusion in our proxy materials for the ~~2018~~2020 Annual Meeting of Shareholders proposals that are received no later than ~~December 22, 2017~~November 21, 2019 and that comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act, and our Bylaws. Shareholders must submit their proposals to CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Corporate Secretary.

In addition, the Company’s Bylaws provide that only such business which is properly brought before a shareholder meeting will be conducted. For business to be properly brought before a meeting or nominations of persons for election to the Board of Directors to be properly made at a meeting by a shareholder, notice must be received by the Corporate Secretary at the Company’s offices not less than 75 days nor more than 120 days prior to the anniversary date of the Company commenced mailing its proxy materials for the preceding year’s annual meeting. If the date of the annual meeting of shareholders is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, then, to be timely, such notice must be received by the Company no later than 75 days prior to the date of the meeting nor more than 120 days prior to the date of the meeting or the 10^th day following the day on which public announcement of the date of the meeting was made.

To be in proper written form, a shareholder’s notice to the Company’s Secretary must set forth (i) the name and address of the shareholder, (ii) a representation that the shareholder is a holder of the Company’s voting common stock (including the number and class of shares held) and that the shareholder intends to appear in person or by proxy at the meeting to make the nomination or present the matter specified in the notice, (iii) with respect to notice of an intent to make a nomination, a description of all arrangements or understandings among the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (iv) with respect to notice of an intent to make a nomination, all information regarding each nominee that would be required to be disclosed in solicitations of proxies for election of directors in an election contest pursuant to Regulation 14A under the Exchange Act and (v) with respect to notice of an intent to bring up any other matter, a description of the matter, and any material interest of the shareholder in the matter. A copy of the Company’s Bylaws have been filed with the SEC or may otherwise be obtained upon written request to the Corporate Secretary of the Company.

Accordingly, a shareholder who intends to raise a proposal to be acted upon at the ~~2018~~2020 Annual Meeting of Shareholders, but who does not desire to include the proposal in the Company’s ~~2018~~2020 definitive proxy statement, must inform the Company by sending written notice to the Company’s Corporate Secretary at ~~Capstar~~CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, no earlier than ~~December 22, 2017~~November 21, 2019 nor later than ~~February~~January 5, ~~2018.~~2020. The persons named as proxies in the Company’s proxy for the ~~2018~~2019 Annual Meeting of Shareholders may exercise their discretionary authority to act upon any proposal which is properly brought before a shareholder meeting.

The foregoing description of the advance notice provisions of our Bylaws is a summary and is qualified in its entirety by reference to the full text of the Bylaws, which were filed with the SEC on August 29, 2016 as ~~an exhibit~~Exhibit 3.2 to our Registration Statement on Form S-1 (File Number 333-213367). Accordingly, we advise you to review our Bylaws for additional stipulations relating to advance notice of director nominations and business proposals.

Our Annual Report, as filed with the SEC, can be accessed electronically, along with this Proxy Statement, by following the instructions contained on our proxy card and is also available on the Investor Relations webpage of our corporate website at www.ir.capstarbank.com under the portal entitled “Corporate ~~Governance - Documents~~Governance—Financials & ~~Charters.~~Filings—Annual Report & Proxies.” Information that is presented or hyperlinked on our website is not incorporated by reference into this Proxy Statement.

If you wish to receive a physical copy of our Annual Report, as well as a copy of any exhibit specifically requested, we will mail these documents to you free of charge. Requests should be sent to CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations.

We will pay for the entire cost of soliciting proxies. We have retained Alliance Advisors, LLC (“Alliance Advisors”) to aid in the solicitation of proxies, at an estimated cost of $25,000 plus reimbursement for reasonable out-of-pocket expenses. We have agreed to indemnify Alliance Advisors against certain liabilities relating to or arising out of its engagement. In addition to the costs of mailing paper copies of our proxy materials and posting our proxy materials on an Internet website, our directors, employees and ~~employees~~Alliance Advisors may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

How many copies should I receive if I share an address with another shareholder?

Shareholders who share an address may receive only a single copy of our proxy ~~materials.~~materials, except that a separate proxy card will be sent for each shareholder of record residing at the address. This process is known as “householding.” Shareholders who desire either to receive multiple copies of our proxy materials, or to receive only a single copy in the future, should contact their broker, bank or other agent. If you are a shareholder of record, you may contact us at (i) CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations, (ii) email ir@capstarbank.com or (iii) call (615) 732-6455. We will promptly deliver a separate copy of any of these materials to you.

If you have any questions about the Annual Meeting, this Proxy Statement, our proxy materials or your ownership of CapStar common stock, please (i) contact CapStar Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations, (ii) email ir@capstarbank.com or (iii) call (615) 732-6455.

Our management is not aware of any other matter to be presented for action at the Annual Meeting other than those mentioned in the Notice of Annual Meeting of Shareholders and referred to in this Proxy Statement. However, should any other matter requiring a vote of the shareholders arise, the representatives named on the accompanying Proxy will vote in accordance with their discretion.

CAPSTAR FINANCIAL HOLDINGS, INC. P.O. BOX 8016 CARY, NC 27512 Our proxy materials, which include this Proxy Statement, the proxy card and our Annual Report on Form 10-K for the year ended December 31, 2016, are first being delivered to shareholders on or about April 21, 2017. Shareholders have ability to access the proxy materials at www.proxydocs.com/cstr and complete their proxy card electronically at www.proxypush.com/cstr. Proxies submitted by the Internet or telephone must be received by 11:59 P.M., Eastern Time, May 23, 2017. MAIL OR Mark, sign and date your Proxy Card/Voting Instruction Form. Detach your Proxy Card/Voting Instruction Form. Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. OR Go to, www.proxypush.com/CSTR Cast your vote online. View meeting documents. Use any touch-tone telephone. Have your Proxy Card/Voting Instruction Form ready. Follow the simple recorded instructions. 866-291-7759 TELEPHONE INTERNET VOTE BY: Annual Meeting of CAPSTAR FINANCIAL HOLDINGS, INC. to be held on WEDNESDAY, MAY 24, 2017 for Holders as of APRIL 11, 2017 This proxy is being solicited on behalf of the Board of Directors Note: We may conduct such other business as may properly come before the 2017 Annual Meeting or any adjournment or postponement thereof. 2: To ratify the appointment of Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2017 (Proposal 2) Date: MAY 24, 2017 Time: 9:00 a.m. (Central Time) Place: Tennessee Banker’s Association, 211 Athens Way, Suite 100, Nashville, Tennessee 37228 ANNUAL MEETING OF CAPSTAR FINANCIAL HOLDINGS, INC. For For For For For For For For For For For For For Against Abstain Board Recommends Withhold Please make your marks like this: Use dark black pencil or pen only 01 Dennis C. Bottorff 02 L. Earl Bentz 03 Thomas R. Flynn 04 Julie D. Frist 05 Louis A. Green, III 06 Dale W. Polley 07 Stephen B. Smith 08 Richard E. Thornburgh 09 Claire W. Tucker 10 James S. Turner, Jr. 11 Toby S. Wilt The Board of Directors recommends a vote FOR each nominee for director in Proposal 1 and FOR Proposal 2. 1: Election of Directors (Proposal 1) For Call If you have not voted via the Internet or telephone, please separate carefully at the perforation and return just this portion in the envelope provided. Please Sign Here Please Date Above Please Sign Here Please Date Above Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Authorized Signatures - This section must be completed for your vote to be counted. Date and Sign Below.

~~Proxy — Capstar Financial Holdings, Inc. Annual Meeting of Stockholders May 24, 2017,~~Shareholders April 25, 2019, 9:00 a.m. (Central Time) This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints Claire W. Tucker and Robert B. Anderson (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the Tennessee Bankers Association, 211 Athens Way ~~Suite 100,~~#100, Nashville, Tennessee 37228, on ~~May 24, 2017~~April 25, 2019 at 9:00 a.m. Central Time and all adjournments and postponements thereof. The purpose of the Annual Meeting is to take action on the following: 1. To elect eleven (11) directors to serve until the 2018 Annual Meeting of Shareholders and until their successors have been duly elected and qualified (Proposal 1); 2. To ratify the appointment of Elliott Davis Decosimo, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 (Proposal 2); and 3. To conduct such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors recommends that you vote “FOR” each nominee for director in Proposal 1 and “FOR” Proposal 2. This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” all nominees for director and “FOR” Proposal 2. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign and return this card. PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. SEE REVERSE SIDE. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held April 25, 2019. The Proxy Statement and our 2018 Annual Report on Form 10-K are available at: http://www.viewproxy.com/ CSTR/2019.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE • The Board of Directors recommends a vote FOR each nominee for director in Proposal 1 and FOR Proposal 2. 1. Election of Directors (Proposal 1) 01 – Dennis C. Bottorff 02 – L. Earl Bentz 03 – Jeffrey L. Cunningham 04 – Thomas R. Flynn 05 – Julie D. Frist 06 – Louis A. Green III 07 – Myra NanDora Jenne For Withhold Board Recommends For• For • For• For• For• For • For CONTROL NUMBER Board For Withhold Recommends 08 – Dale W. Polley o• o• For• 09 – Stephen B. Smith o• o• For 10 – Richard E. Thornburgh o• o• For 11 – Claire W. Tucker o• o• For 12 – James S. Turner, Jr. o• o• For 13 – Toby S. Wilt o• o• For 2. To ratify the appointment of Elliott FOR AGAINST ABSTAIN Davis, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 2). Note: We may conduct such other business as may properly come before the 2019 Annual Meeting or any adjournment or postponement thereof. I plan on attending the meeting • Please ~~separate carefully at~~sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature of Stockholder Date Signature of Stockholder Date PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. SCAN TO VIEW MATERIALS & VOTE • PROXY VOTING INSTRUCTIONS Please have your 11 digit control number ready when voting by Internet or Telephone. INTERNET Vote Your Proxy on the ~~perforation~~Internet: Go to www.AALvote.com/CSTR Have your proxy card available when you access the above website. Follow the prompts to vote your shares. • TELEPHONE Vote Your Proxy by Phone: Call 1 (866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return ~~just this portion~~it in the postage-paid envelope provided. ~~To attend the meeting and vote your shares in person, please mark this box.~~

When		9:00 a.m. Central Time on ~~May 24, 2017.~~April 25, 2019.

Where		Tennessee ~~Banker’s~~Bankers Association, 211 Athens Way ~~Suite 100,~~#100, Nashville, Tennessee ~~37228.~~37228.

Record Date		Shareholders of record as of the close of business on ~~April 11, 2017~~March 19, 2019 will be entitled to notice of and to vote at the ~~2017~~2019 Annual Meeting of Shareholders.

Items of Business		• To elect ~~eleven (11)~~the following thirteen (13) directors to serve until the ~~2018~~2020 Annual Meeting of Shareholders and until their successors have been duly elected and ~~qualified~~qualified: Dennis C. Bottorff, L. Earl Bentz, Jeffrey L. Cunningham, Thomas R. Flynn, Julie D. Frist, Louis A. Green III, Myra NanDora Jenne, Dale W. Polley, Stephen B. Smith, Richard E. Thornburgh, Claire W. Tucker, James S. Turner, Jr. and Toby S. Wilt (Proposal 1); • To ratify the appointment of Elliott Davis, ~~Decosimo,~~ LLC as our independent registered public accounting firm for the fiscal year ending December 31, ~~2017~~2019 (Proposal 2); and • To conduct such other business as may properly come before the meeting or any adjournment or postponement thereof.

Recommendations		The Board of Directors recommends that you vote “FOR” each nominee for director in Proposal 1 and “FOR” Proposal 2.

Proxy Materials		Our proxy materials, which include this Proxy Statement, the proxy card and our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018 (“Annual Report”), are first being delivered to shareholders on or about ~~April 21, 2017.~~March 20, 2019. Shareholders have the ability to access the proxy materials at www.proxydocs.com/cstr and complete their proxy card electronically at www.proxypush.com/cstr.

	Page
INFORMATION ABOUT THE ANNUAL MEETING	1
INFORMATION ABOUT VOTING	2
PROPOSAL 1 ELECTION OF DIRECTORS	5
CORPORATE GOVERNANCE	910
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	1819
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	2122
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	2324
EXECUTIVE COMPENSATION	2425
COMPENSATION AND HUMAN RESOURCES COMMITTEE ~~INTERLOCKS AND INSIDER PARTICIPATION~~REPORT	3332
DIRECTOR COMPENSATION ~~COMMITTEE REPORT~~	33
AUDIT COMMITTEE REPORT	34
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	35
PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	3635
ADDITIONAL INFORMATION	3837
OTHER MATTERS	3938

	Sincerely,


	Claire W. Tucker
	President and Chief Executive Officer

	By Order of the Board of Directors,


	Robert B. Anderson
	Secretary

			Fees Earned
Name	Fees Earned or Paid in Cash		Amount ($)(1)		Actual Number of Restricted Shares (2)		All Other Compensation			Total (3)
L. Earl Bentz	$	14,750	$	14,750		743				$	29,499
Dennis C. Bottorff		81,500		6,500		327					87,991
Thomas R. Flynn		17,750		17,750		894					35,496
Julie D. Frist		15,813		15,813		797					31,633
Louis A. Green III		14,125		14,125		712					28,259
Dale W. Polley		17,125		17,125		863	$	30,000	(4)		64,256
Stephen B. Smith		11,813		11,813		595					23,624
Richard E. Thornburgh		13,000		13,000		655					26,002
James S. Turner, Jr.		18,188		18,188		916					36,371
Toby S. Wilt		16,500		16,500		831					32,996