March 19, 2018

Dear Shareholder,

I would like to extend a personal invitation for you to join us at the 2018 Annual Meeting of Shareholders which will be held on Thursday, April 26, 2018, at 9:00 a.m. Central Time at the Envision Conference Center located at 9010 Overlook Boulevard, Brentwood, Tennessee 37027. 

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 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 by completing, signing, dating and returning the proxy card that accompanies 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 2018 Annual Meeting of Shareholders.

I hope that you will be able to attend the 2018 Annual Meeting of Shareholders. I look forward to seeing you.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are hereby invited to attendparticipate in the 20182023 Annual Meeting of Shareholders of CapStar Financial Holdings, Inc., (the “Annual Meeting", which will be conducted virtually via the Internet.

March 10, 2023

March 19, 2018

Nashville, Tennessee

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be Held on April 26, 2018

This Proxy Statement and the Annual Report on Form 10-K

are available at http:// www.proxydocs.com/cstr

TABLE OF CONTENTS

1201 Demonbreun Street, Suite 700

Nashville, Tennessee 37203

(615) 732-6400

PROXY STATEMENT FOR THE

20182023 ANNUAL MEETING OF SHAREHOLDERS

This Definitive Proxy Statement (this “Proxy Statement”) is furnished by CapStar Financial Holdings, Inc., a Tennessee corporation, on behalf of its Board of Directors (the “Board”) for use at the 20182023 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 card are first being mailed or made available to shareholders on or about March 19, 2018.10, 2023. 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.

INFORMATION ABOUT THE ANNUAL MEETING

When is and where ishow do I participate in the Annual Meeting?

The Annual Meeting will be held at 9:2:00 a.m.P.M.. Central Time on Friday, April 26, 201819, 2023, virtually via the internet. In order to attend the Annual Meeting, you must register at www.proxydocs.com/CSTR. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. Questions pertinent to meeting matters will be answered during the meeting, subject to time limitations. Rules of conduct including procedures for shareholder questions will be posted on the virtual meeting platform. If you encounter any technical difficulties with the virtual meeting during the login or meeting time, please call the technical support number that will be posted on the virtual meeting login page. Certain presentation materials that will be used at the Envision Conference Center, which is located at 9010 Overlook Boulevard, Brentwood, Tennessee 37027.Annual Meeting will be available on our website the day of the Annual Meeting under “News and Events.”

What proposals will be voted upon at the Annual Meeting?

There are three proposals scheduled for a vote at the Annual Meeting:

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.

What are the recommendations of the Board of Directors?

Our Board of Directors recommends that you vote:

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Will our directors be in attendanceparticipate at the Annual Meeting?

It is the Company’s policy that all directors attend annual meetings of shareholders.  Accordingly, weWe expect that all eleven (11) director nomineesof our directors will beparticipate in attendance at the Annual Meeting.

INFORMATION ABOUT VOTING

Who is entitled to vote at the Annual Meeting?

Only shareholders of record at the close of business on the record date, February 26, 201824, 2023 (the “Record Date”), are entitled to receive notice of and to vote at the Annual Meeting or any postponementadjournment or adjournmentpostponement thereof. As of the close of business on the Record Date, the Company had 11,560,593 21,557,567shares of common stock outstanding.

How do I vote?

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 (advisory vote to approve Named Executive Officer compensation) and Proposal 3 (ratification of the appointment of Elliott Davis, LLC) and Proposal 3 (approval of the amendments to the CapStar Financial Holdings, Inc. Stock Incentive Plan), 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 giving your proxy authorization over the Internet or by telephone using the toll-free number on the proxy card until 2:05 P.M. Central Time on April 19, 2023, the time at which the polls are scheduled to be closed at the virtual Annual Meeting. You may also vote by requesting, completing, signing and dating the proxy card where indicated and mailing the proxy card in the postage paid envelope provided or in person at the Annual Meeting.  You may also vote by giving your proxy authorization over the Internet or by telephone.  provided. Whether or not you plan to attendparticipate in the virtual 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 ifIf 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, 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 “legal proxy” from your broker, bank or other agent.  To do this, contact your broker, bank or other agent and request a proxy card.

How many votes do I have?

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.

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What if I return a proxy card but do not make specific choices?

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 as follows:

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 NASDAQNasdaq Global Select Market (“NASDAQ”Nasdaq”), Proposal 1 (election of directors) and, Proposal 3 (approval of the amendments2 (advisory vote to the CapStar Financial Holdings, Inc. Stock Incentive Plan)approve Named Executive Officer compensation) are not “routine”“non-routine” proposals. Conversely, Proposal 23 (ratification of the appointment of Elliott Davis, 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 a proposal that is not “routine,”Proposals 1, or 2, which are non-routine proposals, then those shares will be treated as broker non-votes.non-votes for purposes of Proposals 1, or 2, and such shares will not be counted. Conversely, brokers will have the discretionary authority to vote “FOR”, “AGAINST” or “ABSTAIN” on Proposal 3, if you do not instruct your broker otherwise. Although broker non-votes are counted as shares that are present at the Annual Meeting and entitled to vote for purposes of determining the presence of a quorum, they will not be counted as votes cast and will not have any effect on voting for the non-routine proposals presented in this Proxy Statement.

Can I change my vote?

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.

How many shares must be present to constitute a quorum for the Annual Meeting?

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 (via proxy or virtual participation) at the Annual Meeting. As of the close of business on the Record Date, there were 11,560,593 21,557,567shares of voting common stock outstanding and entitled to vote. Thus, 5,780,297 10,778,784shares of voting common stock must be represented (via proxy or virtual participation) at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum if you vote in personby submitting a proxy card by mail, or by submitting your vote via the Internet address or toll-free telephone number included on your proxy card prior to the time the polls are closed at the virtual 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.

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How are votes counted?

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 1 (election of directors), (ii) “FOR”, “AGAINST” and “ABSTAIN” votes with respect to each of Proposal 2 (advisory vote to approve Named Executive Officer compensation) and Proposal 3 (ratification of the appointment of Elliott Davis, LLC) and Proposal 3 (approval of the amendments to the CapStar Financial Holdings, Inc. Stock Incentive Plan).

How many votes are needed to approve each proposal?

For Proposal 1 (election of directors), if a quorum is present, the vote ofdirector nominees will be elected by a plurality of all of the votes cast by the shares entitled to vote in the election at the Annual Meeting is necessary for the election of a director.Meeting. Shareholders are not entitled to cumulative voting in the election of our directors. 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. Despite being elected by a plurality, each director standing for election at the meeting has agreed to resign, effective upon the Board’s acceptance of such resignation, if he or she does not receive a majority vote. If the Board rejects the offered resignation, the director will continue to serve until the next annual shareholders’ meeting and until his or her successor is duly elected or his or her earlier resignation or removal in accordance with our Bylaws. If the Board accepts the offered resignation, the Board, in its sole discretion, may fill the resulting vacancy or decrease the Board’s size.

For each of Proposal 2 (advisory vote to approve Named Executive Officer compensation) and Proposal 3 (ratification of the appointment of Elliott Davis, LLC) and Proposal 3 (approval of the amendments to the CapStar Financial Holdings, Inc. Stock Incentive Plan), if a quorum is present, the affirmative vote of a majority of all ofProposals will be approved if the votes cast atfor the Annual Meeting is required for approval.proposal exceed the votes cast against the proposal. 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. The vote on the compensation of our Named Executive Officers is advisory and, therefore, not binding on Capstar, our Board, or its Compensation and Human Resources Committee.

How can I determine the results of the voting at the Annual Meeting?

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 Securities and Exchange Commission (“SEC”SEC”) that announces the final voting results.

Who can help answer any questions I may have?

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) phonetelephone at (615) 732-6455.

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PROPOSAL

PROPOSAL 1

ELECTION OF DIRECTORS

Introduction

Our charterCharter and bylawsAmended and Restated Bylaws (“Bylaws”) provide that our Board of Directors will consist of between five and 25 directors, with the precise number being determined by our Board of Directors from time to time. We currently have eleven directors. Effective the date of the Annual Meeting, the Board has fixed the size of our Board at thirteen (13) members.

In accordance with our bylawsBylaws 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 to serve for one-year terms and serve until their successors are duly elected and qualified or until their earlier death, resignation, retirement 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 persons will be electedthirteen (13) Directors are being recommended for election to serve on our Board of Directors until the 20192024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.qualified or until such director’s earlier resignation or removal. 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.Board.

Set forth below is the background and qualifications of each director nominee.

Director Nominees

Dennis C. Bottorff—Chairman All of the Boardnominees, with the exception of DirectorsMessrs. DeLay and Frist are currently serving on our Board.

Director Nominees

L. Earl Bentz—Director

Mr. Bottorff,Bentz, age 73, was72, is one of the founders of CapStar Bank and currently serves as ChairmanChair of our Board of Directorsthe Risk Committee and as a member of the Nominating Governance and Community Affairs Committee, the Compensation and Human Resources 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. 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 of the board until his retirement in January 2001. He has served on numerous 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 ANS, 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 boards gives him valuable insight and enables him to make significant contributions as a member of our Board.

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L. Earl Bentz—Director

Mr. Bentz, age 66, was one of the founders of CapStar Bank and currently serves on the Audit Committee and the CreditGovernance Committee. Mr. Bentz has served on our Board of Directors since 2008. Since 1996,2018, he has been PresidentChairman and Chief Executive Officer of TritonCaymas Boats, a company he sold to Brunswick Corporationfounded in 2005.2018 located in Ashland City, Tennessee. 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. We believe that 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.

Thomas R. Flynn—William T. (“Pete”) DeLay—Director Nominee

William T. (Pete) DeLay, age 62, is Chief Executive Officer and Principal of Lynwood Ventures, LLC., a Nashville based investment management company. DeLay is the former president and CEO of Nashville-based Sherman-Dixie Concrete Industries, served as lead consultant at Forterra’s Nashville division of Forterra Pipe & Precast, and served as President and CEO of Micelle BioPharma. His previous service includes Board of Trustees of Sewanee-University of the South, the Board of Directors for the American Concrete Pipe Association, and Nashville Board of Advisors for AmSouth Bank and Regions Financial Corp, former Director and Trustee of Martha O’Bryan Foundation and Center. He currently serves on the Executive Committee and Board of Directors for Cheekwood Estate and Botanical Gardens, Board of Director for Nashville Business Coalition, Board of Trustees of Middle Tennessee State University, the Boy Scouts of America, and Vice Chair of the Board of Trustees of Montgomery Bell Academy where he was recently appointed Co-Chairman of the MBA Capital Campaign. He holds a BA degree in Economics from Sewanee-University of the South. We believe that Mr. Flynn,DeLay’s extensive business experience gives him valuable insight and enables him to make significant contribute as a member of our Board.

Sam B. DeVane—Director

Mr. DeVane, age 45,63, serves as Chairmanthe Chair of the Audit Committee and alsoas a member of the Compensation and Human Resources Committee. With more than three decades of public accounting experience serving clients throughout the southeast, Mr. DeVane retired as a Partner of Ernst & Young LLP in 2020. During his career he served as EY’s Nashville Office Managing Partner, as EY’s Tennessee Markets Leader, and as a coordinating partner and lead audit partner. The majority of Mr. DeVane’s career involved service to clients in numerous industries including Dollar General Corporation, Tractor Supply Company, and Ryman Hospitality Corporation. He brings to the Board extensive technical accounting, corporate governance, major transactions, strategy, process automation, financial reporting, and risk management experience. A licensed CPA in Tennessee, Mr. DeVane is a member of the American Institute of Certified Public Accountants and Tennessee Society of Certified Public Accountants. He earned a Bachelor of Science degree from the University of Alabama. Mr. DeVane has served on several distinguished professional boards, including United Way of Middle Tennessee (Chair of

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the Nashville Campaign), Junior Achievement (Centennial Leadership Award recipient), Harding Academy (Treasurer), and the University of Alabama President’s Cabinet and Accounting Advisory Board. We believe Mr. DeVane’s business experience and involvement in the community give him valuable insight and enable him to make significant contributions as a member of our Board.

Thomas R. Flynn—Director

Mr. Flynn, age 50, serves onas a member of the Nominating, Governance,Audit Committee and Community Affairsthe Compensation and Human Resources 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 boardsboard 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.committee. 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 that Mr. Flynn’s leadership in manufacturing and experience as a director in banking, healthcare, and manufacturing andconcerns, as well as his legal knowledge give him valuable insight and enable him to make significant contributions as a member of our Board.

William H. (“Harrison”) Frist Jr.—Director Nominee

William H. (“Harrison”) Frist, age 39, is Chief Executive Officer at naviHealth where he is responsible for the strategic vision and leadership of the organization. Harrison has been with naviHealth since its founding in 2012 and most recently served as naviHealth’s Chief Operating Officer. Prior to joining naviHealth, Harrison worked as an investment professional focused on the financial services industry for The Carlyle Group and as an investment banker in the Financial Institutions Group at Goldman Sachs. He is active in the community and serves on the board of the Martha O’Bryan Center, which empowers children, youth, and adults in poverty to transform their lives, and The Hermitage, the historic home of President Andrew Jackson. He holds an AB degree in History from Princeton University and an MBA from Harvard Business School. We believe that Mr. Frist’s extensive experience in financial services gives him valuable insight and enables him to make significant contributions as a member of our Board.

Julie D. Frist—Vice Chair ofLouis A. Green III—Director

Mr. Green, age 70, serves on the Board of Directors

Mrs. Frist, age 47, was one of the founders of Capstar Bank and serves as Chairman of the Nominating, Governance and Community AffairsRisk 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.

Louis A. Green, III—Director

Mr. Green, age 64, 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 that 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.

6Valora S. Gurganious—Director

Dale W. Polley—Ms. Gurganious, age 60, serves on the Nominating and Corporate Governance Committee and the Risk Committee. Ms. Gurganious serves as Partner and Senior Management Consultant for Knoxville-based DoctorsManagement, LLC, assisting clients in all medical specialties and providing services related to operational efficiency, workflow optimization, compliance, IT, accounting, marketing, and strategic planning. She also advises physicians and hospitals across the country on practice valuation, startup, contract negotiation and transition of ownership. Prior to joining DoctorsManagement, Ms. Gurganious served as Chief Operating Officer for Central Florida Sports Medicine and Orthopedic Center in Melbourne, and as Director and Vice Chair — Finance for Wuesthoff Foundation, a $10 million Florida health system foundation. She also held the position of senior vice president with Fleet Investment Advisors and Putnam Investments in Boston for seven years and is a licensed Business Broker in the state of Florida. Ms. Gurganious earned a Bachelor of Arts degree in economics and business administration from Vanderbilt University and M.B.A. from Harvard Business School. She is a Certified Healthcare Business Consultant and a member of the National Society of Certified Healthcare Business Consultants (NSCHBC) as well as Executive Women International (EWI). A dynamic and accomplished speaker, Ms. Gurganious uses her expertise to deliver strategic healthcare and financial lectures at medical conferences across the country. We believe that Ms. Gurganious’ business experience and involvement in the community give her valuable insight and enable her to make significant contributions as a member of our Board.

Myra NanDora Jenne—Director

Ms. Jenne, age 54, serves as Chair of the Board of Directors

Mr. Polley, age 68,Compensation and Human Resources Committee and serves as Chairmana member of the Risk Committee and also serves on the Audit Committee. Mr. PolleyMs. Jenne has served on our Board of Directors since 2011.  He has extensive experience within the financial services industry, having most recentlyher appointment in 2018. 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, where she served as Vice Chairman and Presidentthe firm’s office manager. Ms. Jenne is also working for Patriot Family Homes, a provider of First American Corporation. Before joining First American National Bankshort term rentals with over three hundred homes 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 retiredtwelve states as a Vice Chairman and member ofCompliance Officer. Ms. Jenne has

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served on the board of directors of First American CorporationAthens Federal Community Bank and First American National Bankon the Nalls Sherbakoff Group financial advisory board in 2000. Mr. Polley is a member of Leadership Nashville,Knoxville. She has been involved in various civic and charitable organizations in Cleveland over the Financial Executives Institutepast twenty years including serving on the boards at the Museum Center at Five Points 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. HeCleveland Athens Cotillion. She has also served on the board, including the auditBoard of Trustees at Broad Street United Methodist Church and executiveserves on several 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 receivedat The Baylor School in Chattanooga. She graduated with Honors with a bachelor’s degreeB.S. from the University of Memphis.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. We believe his long career inthat Ms. Jenne’s extensive leadership positions at regional banksexperience and professional experience as a director of public companies, including chairing several audit committees, gives himgive her valuable insight and enablesenable her to make significant contributions as a member of our Board.

Joelle J. Phillips—Director

Ms. Phillips, age 57, serves on the Audit Committee and the Compensation and Human Resources Committee. Ms. Phillips has served on our Board since 2020. Ms. Phillips began practicing law as law clerk for Hon. Rhesa H. Barksdale of the U.S. Court of Appeals for the Fifth Circuit, and later practiced in Atlanta, Georgia with Long, Aldridge & Norman LLP and in Nashville with Waller Lansden Dortch & Davis, LLP. After serving as General Attorney for both BellSouth and AT&T Tennessee, she now serves as the President of AT&T Tennessee, a position she has held since 2013. Ms. Phillips is involved in several civic and charitable organizations in Nashville, Tennessee, including serving as the Chair for the Drive to 55 Coalition and serving on the boards of Birmingham-Southern College, Tennessee Business Leadership Coalition and Nashville Repertory Theatre. Furthermore, Ms. Phillips was recognized as the Nashville Business Journal Newsmaker of the Year for 2015, Nashville’s Power 100 list, Nashville’s Women Business Leaders of the Year 2014, Tennessee Board of Regents’ Award for Philanthropy and was named one of Nashville’s Outstanding CEOs for 2017. Ms. Phillips graduated magna cum laude with a B.F.A. from Birmingham-Southern College in 1989 and went on to attend Washington & Lee University School of Law where she graduated summa cum laude with a J.D. in 1995. We believe that Ms. Phillips’ professional experience combined with her long history of involvement in the Nashville community give her valuable insight and enable her to make significant contributions as a member of our Board.

Timothy K. Schools—Director, President and Chief Executive Officer of CapStar Financial Holdings, Inc. and CapStar Bank

Mr. Schools, 53, has served as a Director, President, and Chief Executive Officer of CapStar Financial Holdings, Inc. and Capstar Bank since 2019. Previously, he served as President of American Savings Bank, Chief Financial Officer of The South Financial Group, Director of Alabama Power Company Employees Credit Union, Director of First Market Bank, as well as an Issuer Affairs Advisory Board Member of Nasdaq and OTC. Mr. Schools serves on the boards of the Nashville Downtown Partnership, Nashville Sports Council, and Tennessee Business Roundtable. He received an M.B.A. from Emory Business School and a B.B.A., magna cum laude, in Information and Decision Science from James Madison University. We believe that Mr. Schools’ role as CapStar’s Chief Executive Officer and extensive experience as an officer at both smaller and larger financial institutions enable him to make significant contributions as a member of our Board.

Stephen B. Smith—Director

Mr. Smith, age 64,69, serves as Chair of the Nominating and Corporate Governance Committee and serves on the Credit Committee and the Nominating, Governance and Community AffairsRisk 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, servedand serves 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.Bill Haggerty. In addition, he has served on the boards of the FHLB of Cincinnati 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.  HeUniversity, where he serves as Chairman of the Board of Trustees of Middle Tennessee State University, where he received his bachelor’s degree.Trustees. We believe that Mr. Smith’s business experience banking board service and his involvement in the community give him valuable insight and enable him to make significant contributions as a member of our Board.

Richard E. Thornburgh—Director

Mr. Thornburgh, age 65, serves as a member of the Risk Committee and the 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 is the Chairman of the board of Credit Suisse Holdings USA, Vice Chairman of the board of Credit Suisse Group AG, a director of S & P Global Inc., and he serves on various committees for these companies. 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. 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 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).

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

Ms. Tucker, age 65, serves as President and Chief Executive Officer for CapStar Financial Holdings, Inc. Ms. Tucker has served on our Board of Directors since 2008. After raising more than $88 million in start-up capital, a record for a de novo bank in Tennessee, Ms. Tucker led the founding of CapStar in July, 2008, now a $1.3 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 2017, Ms. Tucker was appointed to a three year term as a director of the Federal Reserve Bank, Nashville Branch. She previously served a two 3-year term on the Sixth Federal Reserve District's Community Depository Institutions Advisory Council, (CDIAC).  Ms. Tucker is a board member of Belmont University, Nashville Area Chamber of Commerce, the Entrepreneur Center, and Tennessee Performing Arts Center (TPAC).  She recently chaired the board of the Tennessee Performing Arts Center (TPAC) and has chaired the boards of the Nashville Ballet, Nashville's Table, St. Luke's Community House, Tennessee Wesleyan College and others. 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 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.

James S. Turner, Jr.—Director

Mr. Turner, age 47,53, serves as Chairman of the Board of Directors and was a former Chair of the Credit Committee and also serves ona former member of the RiskNominating and Corporate Governance Committee. Mr. Turner has served on our Board of Directors since 2008. He joined MarketstreetMarketStreet Enterprises in 1999 and has served as the Managing Director since 2007. Mr. Turner has beenwas 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.The Country Music Hall of Fame. He received his bachelor’s degree from Vanderbilt University and his law degree from Vanderbilt University Law School. We believe that Mr. Turner’s experience in and knowledge ofin the commercial real estate industry, his community banking board service, as well as his investment and legal knowledge, give him significantvaluable insight and enable him to make significant contributions as a member of our Board.

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Toby S. Wilt—Director

Mr. Wilt, age 73, was79, is one of the founders of CapStar Bank and serves as Chairman of the Compensation and Human Resources Committee anda member of the Audit Committee and the Nominating and Corporate Governance 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.Tennessee. Mr. Wilt is also a former board member of First American National Bank.Bank and served as Chairman of the Board for the Christie Cookie Company. He earned a B.E. in civil engineering from Vanderbilt University and is a former pilot in the United States Air Force. We believe that Mr. Wilt’s significant experience in banking and as a director of banks and public companies, including his service on various audit and human resource committees, gives him valuable insight and enables him to make significant contributions as a member of our Board.

Required Vote

If a quorum is present, the director nominees will be elected by a plurality of the votes cast by the shares entitled to vote in the election at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE NAMED ABOVE.

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CORPORATE GOVERNANCE

OverviewENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) FRAMEWORK

CapStar is built and dependent on the vitality of all who live, work, and do business in the communities we serve. As affirmed in our mission statement, our Company seeks to “positively impact our customers’ lives by setting the standard in guidance, responsiveness, flexibility and service.” We believe that how we deliver on our mission will determine how well we create and preserve long-term, sustainable value for our five categories of stakeholders – customers, employees, business partners, communities, and shareholders. While we are delivering positive impacts through our ESG strategies and practices, we also understand that our work for the common interests of our stakeholders requires a commitment that extends well beyond the present, which includes living our core values and making continuous improvement over the course of time.

Social Responsibility - Our People

As a service-oriented business, our long-term success depends on our people, and we are committed to taking a multi-dimensional approach to talent and culture.
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Within our workforce, we track and monitor employee data such as hiring, promotions and attrition at all levels throughout the Company. We also review performance data and promotion and compensation information to facilitate fair and objective decision-making. During regular reviews of each business unit, senior management engages in focused conversations with employees about their plans and professional development progress.

Annually, the Company invests in an employee engagement survey in partnership with the Gallup organization that specifically focuses on every employee’s basic needs, individual contributions, teamwork, and growth opportunities. In 2022, CapStar’s percent of engaged employees increased from 45% to 47%, defying global, national and best practice organization employee engagement trends that declined following the COVID-19 pandemic in 2021 after a 10-year rise. In addition, CapStar’s 2022 survey participation rate of 87% increased 7% over 2021 and exceeded Gallup’s median response rate of 84%. Survey results also indicated an upward trend in year over year scores for most items measured, and the Bank’s overall engagement mean of 3.97 (on a five-point scale) compares favorably to both the national average engagement ratio and Gallup’s client database which consists of 14.9 million respondents worldwide.

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In addition to its efforts in providing a diverse workforce, CapStar plays an active role in aiding the advancement of underrepresented populations within the financial services industry and our communities. In 2020, CapStar launched The Southeastern School of Banking (TSSB) Diversity Scholarship. Annually, the program provides full tuition and housing to three TSSB students. The scholarship not only represents the Company’s continued commitment to helping the next generation of leaders pursue their dreams within our industry, but also creates a more diverse pool of qualified talent by supporting students as they prepare for their careers.

The scholarship offers an exclusive professional development opportunity as admittance to TSSB is reserved for banking professionals and not otherwise available to college students. In addition to classroom and practical curriculum, each scholarship recipient is paired with a CapStar employee mentor during the TSSB program and prioritized for potential CapStar employment opportunities upon graduation from college. Since inception, the Bank has awarded the TSSB Diversity Scholarship to four undergraduates from accredited Tennessee-based colleges and universities.

Social Responsibility - Our Communities

Giving back to our communities through involvement and outreach is a fundamental element of the Company’s mission. We have a strong track record of financial and practical support of nonprofit and charitable causes that help develop better places to live, work, raise families and build businesses. Philanthropy is further fostered by the Company’s “CapStar Cares” program, which gives employees up to 16 hours of paid time off and encourages their participation in volunteer activities. As a strategic objective, we strive for 100% of the Company’s Leadership Council to serve on a community board and 100% of employees to complete at least one annual service project per year.

Focusing on our long-term success, our strategic plan also includes tactics for active and effective engagement among all segments of our communities with oversight by the Company’s Risk Committee. We offer a wide range of products and services to individuals and businesses throughout our footprint with a goal of growing our business and achieving appropriate returns for our shareholders while strengthening our communities.

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The Environment

At CapStar, we recognize the impact our operations can have on the environment and we are constantly working to reduce our carbon footprint. We do this by focusing on LED and smart thermostat conversions, timely replacement of HVAC systems in our existing buildings, and the installation of the most energy efficient alternatives in connection with new construction. Further, we mandate the recycling of shred waste as well as striving to optimize building occupancy to limit the adverse impact of unnecessary expansion.

Additionally, we drive reductions in our carbon footprint through the utilization of technology and digital channels, including eSign and electronic document delivery, payments, credit, savings, remittances, online and mobile banking, and imaging systems. We provide access to our proxy materials by Internet in accordance with the “notice and access” proxy rules. We also promote the use of electronic deposit account statements, loan, tax and other notices, and eSign technology, which support

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efficiency and paper reduction. As a company-wide practice, corporate and customer documents are archived electronically, further reducing printer usage and paper consumption.

Recognizing the importance of third-party vendor and other supplier partnerships, CapStar recently implemented enhanced vendor management software. In 2023 and beyond, the software will collect and monitor climate pledges and other conservational and ecological certifications to ensure alignment with the Bank’s commitment to caring for our environment.

Corporate Governance

CapStar’s Board of Directors is committed to strong corporate governance principles whichand full transparency in all areas of our operations. Our Board has affirmatively determined that, with the exception of Mr. Schools, our Chief Executive Officer, each of our incumbent directors and director nominees satisfies the requirements for independence under the rules and regulations established by the SEC, Nasdaq, and the FDIC, as well those prescribed in our Corporate Governance Guidelines and the Nominating/Governance Committee Charter. Our guidelines and committee charters are essential to runningavailable on 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 reviewwebsite at “Investor Relations.” Elsewhere within this proxy statement are further details about our corporate governance policies and practicesprocedures.

Outlined below are details regarding our commitment to integrity, business ethics, risk management and compare themdigital security.

To further its risk oversight role, the Board has established a set of Corporate Governance Guidelines, which address such matters as Board functions and responsibilities, director qualifications, director nominations, board composition, director meetings, board committees, and other matters. The Board believes such guidelines to be appropriate for the Company in its effort to maintain “best practices” as to corporate governance. Our Board consistently seeks to implement leading practices and policies in corporate governance, with an emphasis on maintaining the board’s independence to provide effective oversight of management and ensure accountability to our website is not incorporated by reference into this Proxy Statement.

Director Independence

NASDAQ rules require that independentshareholders. Some of our key corporate governance practices and policies include: (i) our shareholders elect directors compriseannually; (ii) majority voting standard for the election of directors; and (iii) a majority of the Board is required to be comprised of “independent” directors (independence is defined under all applicable requirements of the SEC and Nasdaq). One or more of our Boarddirectors must also qualify as an “audit committee financial expert,” as defined under applicable rules and regulations of Directors.  In addition, NASDAQ rules,the SEC.

In addition, the Bank employs numerous independent providers that address issues such as internal audit, loan review, external audit, legal, and regulatory. Each of these organizations play a role in providing an independent appraisal of the SEC, impose several other requirements with respectBank’s risk appetite, controls, operations and procedures, and reporting. Findings and recommendations are presented to management and the independenceBoard’s Risk Committee.

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Highlights of our directors.  Accordingly, our Board of Directors has evaluated the independence of its members based upon the rules of NASDAQinformation security governance include:

Board Meetings and Attendance

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 meetingsmeeting 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. TenAll of our eleven directors then serving on the Board attended the 20172022 Annual Meeting of Shareholders.  We expect all of our directors to attend at least 75% of the total number of Board meetings and the total number of meetings of committees on which such Director serves during a fiscal year.  Nomination for re-election is subject to the recommendation of 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-independentonly independent directors being present.  Mr. Bottorff, the Chairman of

During 2022, the Board presides at all executive sessions of independent directors.

During 2017, the Board of Directors met on tenseven (7) occasions. In 2017,2022, each director attended (in person or virtually) at least 75% of the total of all meetings of the Board of Directors and committees of the Board of Directorscommittees on which he or she served during the period in which he or she served.served on our Board or the respective committees of our Board.

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Committees of our Board of Directors

Our Board of Directors maintainshas the authority to appoint committees to perform certain management and administrative functions. OurDuring 2022, our Board of Directors has established five permanenthad four committees: the Audit Committee, the Nominating Governance and Community AffairsCorporate Governance Committee, the Compensation and Human Resources Committee the Credit Committee and the Risk Committee.Committee, each of which is composed entirely of our independent directors. These committees of our Board of Directors also performperformed 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 Directorsduring 2022 and the number of times each committee met during 2017:2022:

* Member and Committee Chair

The table above and the following disclosure provides detail regarding the composition and responsibilities of each of the Board’s committees during the year ended December 31, 2022. During 2022, our Board approved certain committee reassignments, which was effective upon the election of director nominees at the 2022 Annual Meeting. Each Committee and respective Committee assignments, as currently constituted, are described in more detail below.

Audit Committee

Our Audit Committee consists of Messrs. FlynnMr. DeVane (Committee Chair), Bentz, GreenMr. Flynn, Ms. Jenne, Ms. Phillips, and Polley. OurMr. Wilt. Nasdaq rules and our Audit Committee charter requiresrequire that our Audit Committee be comprised entirely of independent directors. The Audit Committee’s Charter is evaluated annually to ensure compliance with SEC rules and regulations and Nasdaq listing standards and was last reviewed on January 18, 2023. 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 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 partyrelated-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.

OurThe Board of Directors has affirmatively determined that each of Messrs.Mr. DeVane, Mr. Flynn, Bentz, GreenMs. Jenne, Ms. Phillips, and PolleyMr. Wilt satisfies the requirements for independence as an audit committee member and that all satisfy the requirements for financial literacy under theapplicable Nasdaq rules, and regulationsthat each of NASDAQMr. DeVane, Mr. Flynn, Ms. Jenne, and the SEC.  Each of Messrs. Bentz, Flynn, and PolleyMr. Wilt qualify as an “audit committee financial expert” as defined in the SECSEC’s rules and satisfies the financial sophistication requirements of NASDAQ.regulations.

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Compensation and Human Resources Committee

Our Compensation and Human Resources Committee consists of Messrs. WiltMs. Jenne (Committee Chair), BottorffMr. DeVane, Mr. Flynn, Mr. Green, and Thornburgh,Ms. Phillips. Nasdaq rules and Mrs. Frist, each of whom is a nonemployee member of our Board of Directors.  Our Compensation and Human Resources Committee charter requiresrequire 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 and Corporate Governance Committee; and, Community Affairsin collaboration with the Nominating and Corporate Governance 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” for more information.

Our Board of Directors has affirmatively determined that each member of our CompensationMs. Jenne, Mr. DeVane, Mr. Flynn, Mr. Green and Human Resources Committee meets the requirements for independence under the rules and regulations of NASDAQ and the SEC, [andMs. Phillips qualifies as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code,]1 and as a “non-employee director” for purposes of Rule 16b‑3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”).

Nominating and Corporate Governance and Community Affairs Committee

Our Nominating Governance and Community AffairsCorporate Governance Committee consists of Mrs. FristMr. Smith (Committee Chair), Mr. Bentz, Ms. Gurganious, and Messrs. Bottorff, Flynn, Green, and Smith.Mr. Wilt. Our Nominating Governance and Community AffairsCorporate Governance Committee charter requires that our Nominating Governance and Community AffairsCorporate Governance 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;Board; 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.oversight.

Risk Committee

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.

Credit Committee

Our CreditRisk Committee consists of Messrs. TurnerMr. Bentz (Committee Chair), Bentz, Bottorff, Smith, Wilt,Mr. Green, Ms. Gurganious and Ms. Tucker.Mr. Smith. The charter of our CreditRisk Committee provides that a majority of the members of the committee must be independent. The Credit CommitteeThis committee is responsible for, among other things, assisting our Board in its oversight of our enterprise risk management governance and of the six risk categories included in the banking risk framework established by the Federal Reserve System, which are credit, market, liquidity, operational, legal and reputational risk.

Furthermore, this committee is responsible for monitoring the management of our assets, with a primary focus on loans, 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.

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Risk Committee

Our Risk Committee consists of Mr. Polley (Committee Chair), Mr. Thornburgh, Ms. Tucker and Mr. Turner .  The charter of our Risk Committee provides that a majority of the members of each 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 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.

Board and Committee Self-Evaluations

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 AffairsCorporate Governance Committee oversees this annual review process and, through its chairman,Chair, discusses the input with the full Board. In addition, each 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.

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Board Leadership Structure

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. BottorffTurner serves as Chairman of the Board of Directors and Ms. TuckerMr. Schools serves as our President and Chief Executive Officer. Ms. TuckerMr. Schools also serves as Chief Executive Officer and President of CapStar Bank and as a member of our Board of Directors.the Bank’s Board.

The Board of Directors has determined that our bifurcated leadership structure is appropriate for the Company and our shareholders because it (i) enables Ms. TuckerMr. Schools to focus directly upon identifying and developing corporate priorities, executing our business plan and providing daily leadership while concurrently ensuring that Ms. TuckerMr. Schools and herhis 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. BottorffTurner 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.

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Role of the Board of Directors in Risk Oversight

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 receivesand 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 and internal controls that effect financial reporting and legal risks;internal audit; (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 and Corporate Governance and Community Affairs Committeemanages 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)(iv) 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 Boardcommittees to understand risk identification, risk management and risk mitigation strategies. When a committee receives such a report, the chairmanChair 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.

Service Limitations on Other Boards of Directors

Our Corporate Governance Guidelines require that directors should not serve on the boards of 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 AffairsCorporate Governance Committee may, in its discretion, grant exceptions to this limit on a case-by-case basis. None of our directors serve on more than four other boards.

Director Nominations

Overview. Pursuant to its charter, the Nominating Governance and Community AffairsCorporate Governance 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.Board. The Nominating Governance and Community AffairsCorporate Governance Committee considers nominees to serve as directors of the Company and recommends such persons to the Board of Directors.Board. The Nominating Governance and Community AffairsCorporate Governance 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 Community AffairsCorporate Governance 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-listedNasdaq-listed issuers.

Committee Selection Process. The Nominating Governance and Community AffairsCorporate Governance 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.

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The Nominating Governance and Community AffairsCorporate Governance 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 contributionknowledge and contributions of directors who have been able to develop, over a period of time, increasingdeep 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 AffairsCorporate Governance Committee reviews each director’s continuation on the Board of Directors every year. This review includes the analysis of the Nominating Governance and Community AffairsCorporate Governance 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 AffairsCorporate Governance 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 AffairsCorporate Governance Committee will also consider such other relevant factors as it deems appropriate. After completing this evaluation, the Nominating Governance and Community AffairsCorporate Governance 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 AffairsCorporate Governance Committee considers individuals from various disciplines and diverse backgrounds. Although the Company has no formal policy addressing diversity, theThe Nominating Governance and Community AffairsCorporate Governance 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 AffairsCorporate Governance 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 AffairsCorporate Governance 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 AffairsCorporate Governance 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 AffairsCorporate Governance Committee in the manner described below under “—Communications“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 AffairsCorporate Governance Committee in its sole discretion.

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Shareholder nominations must be made according to the procedures required under our Amended and Restated Bylaws and described in this Proxy Statement under the heading “Additional Information — How and when may I submit a shareholder proposal for the 20192023 Annual Meeting of Shareholders?” The Nominating Governance and Community AffairsCorporate Governance 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 AffairsCorporate Governance Committee, another board member or members of management. However, the Nominating Governance and Community AffairsCorporate Governance Committee may request additional stepsinformation 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 AffairsCorporate Governance 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.

Independent Compensation Consultant

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 2017, the Compensation and Human Resources Committee engaged Blanchard Consulting Group (“Blanchard”) as its independent compensation consultant to review of the Company’s executive compensation program for 2017.  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 Blanchard to provide compensation consulting services in 2017. Its consideration focused on (i) the fact that 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 Blanchard, (iii) the lack of any relationships between Blanchard and members of our Board of Directors, (iv) our common stock that is owned by Blanchard and its employees and (v) the lack of any relationships between 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 Blanchard or its engagement by the Compensation and Human Resources Committee.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines which,that, 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 toregarding corporate governance.

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Code of ConductEthics and Conflicts of Interest Policy

Our Board of Directors has adopted a Code of Ethics and Conflicts of Interest Policy(the “CodePolicy (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 NASDAQ.the SEC and Nasdaq.

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Certain Relationships

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 under the “Certain Relationships and Related 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 referred to as the Corsair investors, and the remaining shareholders party to the SARSA will be referred to as the non-Corsair investors.  See “Certain Relationships and Related Party Transactions-Second Amended and Restated Shareholders’ Agreement.”

Compensation Committee Interlocks and Insider Participation

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 partyrelated-party transaction requiring disclosure under “Certain Relationships and Related Party 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.

Communications with the Board of Directors and Committees

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.Board. Such parties can contact our Board, of Directors, a committee or a specific director by sending written correspondence by mail to:

CapStar Financial Holdings, Inc.

Attention: Corporate Secretary

1201 Demonbreun Street, Suite 700

Nashville, Tennessee 37203

The Corporate Secretary is responsible for reviewing all communications addressed to our Board, of Directors, any committee or any specific director to determine whether such communications require Board, committee or personal review, response or action. Generally, the Corporate Secretary will not forward to the Board, of Directors, any committee or any 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 specific director, then the Secretary will immediatelypromptly send a copy of such communication to each director serving on the Board, the applicable committee or the applicable director.

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Executive Officers

EXECUTIVE OFFICERS

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

Set forth below is background information regarding each of our executive officers as of March 1, 2022, other than Ms. TuckerMr. Schools 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. Further, other than the employment agreements described in this Proxy Statement, there are no arrangements or understandings between the executive officers listed below and any other person(s) pursuant to which he or she was selected as an executive officer.

Executive Officers

Robert B. Anderson—Michael J. Fowler - Chief Financial Officer, CapStar Financial Holdings, Inc.

Mr. Fowler, age 66, has more than 40 years of banking and finance experience having served in senior financial roles at several regional banks. He joined CapStar following the merger of First Horizon National Corp. and IBERIABANK Corporation. For 8 years he served as IBERIABANK’s Executive Vice President, Director of Financial Risk. He began his career with Texas Commerce Bank in Houston (acquired by Chemical Bank, now JPMorgan Chase) where for 15 years he served in management roles related to financial planning, balance sheet management, ALCO and management accounting. Subsequently, he served as Executive Vice President and Treasurer at First Commerce Bank and South Financial Group, and as CFO at GreenBank, acquired by Capital Bank Financial. He earned a bachelor’s degree in finance from Loyola University New Orleans and MBA from the University of Texas at Austin Red McCombs School of Business.

Jennie L. O’Bryan - Chief Administrative Officer, CapStar Financial Holdings, Inc. and CapStar Bank

Mr. Anderson,Ms. O’Bryan, age 52,57, is Chief Financial Officer andthe Chief Administrative Officer of CapStar Bank. Ms. O’Bryan joined the company in 2019 and has more than 35 years of banking experience, most recently serving as vice president of wealth management for US Bank, overseeing private bankers in Ohio, Kentucky, Tennessee and Missouri. Prior to that role, she held regional customer experience and branch management positions. Having served in various capacities at CapStar, she manages both Human Resources and Marketing as the Bank’s Chief Administrative Officer. Ms. O’Bryan is a graduate of Furman University’s School of Retail Bank Management and was management advisor for US Bank’s local Development Network. She has been involved in the past with Habitat for Humanity and United Way, and has served on the board of Junior Achievement.

Christopher G. Tietz - Chief Credit Policy Officer and Executive Vice President of Specialty Banking, CapStar Financial Holdings, Inc.

Mr. Tietz, age 60, is the Chief Credit Policy Officer and EVP of Specialty Banking of CapStar Bank. HeMr. Tietz joined the Bank in December 2012March 2016 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.

Dandridge W. Hogan—Chief Executive Officer, CapStar Bank

Mr. Hogan, age 56, 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.

Christopher G. Tietz—Chief Credit Officer, CapStar Bank

Mr. Tietz, age 55, was hired as Chief Credit Officer of CapStar Bank in March 2016. Mr. Tietz has over 3132 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 Officerchief credit officer roles at various 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,and 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.

17Kenneth E Webb - EVP of Bank OperationsCapStar Financial Holdings, Inc.

Mr. Webb, age 69, is the Interim EVP of Bank Operations of CapStar Bank. Mr. Webb was one of the original management team members that founded the company in 2007 and initially served as our Chief Development Officer and most recently as our Middle Tennessee Market Chairman before taking the role of Interim EVP of Bank Operations in November 2022. Mr. Webb is an experienced executive with over 46 years of banking experience. Prior to joining CapStar, Mr. Webb worked for First Tennessee Bank from 1993 to 2007. His last position there was in the Business Strategy Group where he was responsible for a wide range of credit-related initiatives. He also served in several roles managing commercial, corporate and treasury management groups and as President of First Tennessee Bank, Nashville. He began his banking career in 1976 with Commerce Union Bank, and its successor banks after its acquisition by NationsBank, from 1976 to 1993. Mr. Webb is active in charitable work, having served over the years on various non-profit boards and in leadership roles for the Boys & Girls Club of Middle Tennessee, TSU College of Business Economic & Finance advisory board, the Nashville Sertoma Club and Foundation, and St. Henry Catholic Church. He is a native of Lawrence County, Tennessee. Mr. Webb is a graduate of Middle Tennessee State University.

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CERTAIN RELATIONSHIPS ANDAND RELATED TRANSACTIONS

Banking Transactions with Related Parties

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 partyrelated-party transactions discussed below, and they do not present us with more than the normal risk of uncollectabilityuncollectibility or other unfavorable characteristics.Second Amended and Restated Shareholders’ Agreement

On August 22, 2016, we entered into the Second Amended and Restated Shareholders’ Agreement (the “SARSA”) with the Corsair investors and the non-Corsair investors.  As of February 26, 2018, the aggregate beneficial ownership of our Company that is held by shareholders that are party to the SARSA is approximately 31.3%.

Other than with respect to registration rights and rights and obligations with respect to indemnification, the SARSA will remain in effect until June 30, 2018 unless earlier terminated by the Corsair investors and the non-Corsair investors.  The registration rights of each Requesting Shareholder (as defined below) will terminate when the Requesting Shareholder no longer holds 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 termination of the SARSA indefinitely.

Right to Nominate Director

The SARSA permits the Corsair funds 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 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 Board of Directors pursuant to this arrangement.  This right of the Corsair funds 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 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.

Registration Rights

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

With respect to demand registration rights, the Corsair funds 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 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

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statement be a shelf registration statement on Form S-3. Moreover, notwithstanding the exhaustion of their demand registration rights, the Corsair funds 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 or at least 500,000 shares of registrable securities in the case of the Other Requesting Shareholders.  The Corsair funds 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.

Right to Receive Financial and Other Information

The SARSA provides the Corsair 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 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.

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Passivity Commitments

The Corsair 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 of our Board of Directors or any committee thereof.

Lease of Corporate Headquarters

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 greateras of the most recent Schedule 13D filed by him with the SEC, owns more than 5% interest in the Company in August 2017,of our common stock, may have an economic interest in the lease of our corporate headquarters located at 1201 Demonbreun Street, Suite 700, Nashville, Tennessee via theira direct or indirect ownership in the landlord entity.entity that is our landlord. 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 atwhen we originally entered into the commencement of our lease in March 2017.lease. During the fiscal year ended December 31, 2017,2022, the Company paid the landlord entity approximately $625,546 in the aggregate$1,321,642 in rent pursuant to the terms of the lease.

Policies and Procedures Regarding Related PartyRelated-Party Transactions

Transactions byinvolving the Company withand/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 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 CreditRisk 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 partyrelated-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 partyrelated-party transactions that complies with all applicable requirements of the SEC and NASDAQNasdaq concerning related partyrelated-party transactions. Related partyRelated-party transactions, for purposes of the requirements of the SEC and NASDAQ,Nasdaq, are transactions in which we are a participant, the amount involved exceeds $120,000 and a related partyrelated-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 partyrelated-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 partyrelated-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’srelated-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 PartyRelated-Party Transactions Policy is available on our website at www.ir.capstarbank.com, as an annex to our Corporate Governance Guidelines.

DIRECTOR COMPENSATION

During 2022, our non-employee directors received compensation for service and attendance based upon the following compensation program guidelines (“2022 Director Compensation Program”):

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Other than the retainer for our Chairman of the Board, which is paid in one-third cash in equal monthly payments and two-thirds restricted stock awards, 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 during 2022 to our directors who were not named executive officers:

SECURITY OWNERSHIP OF CERTAIN BENEFICIALBENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of February 26, 201824, 2023 by:

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* Indicates one percent or less.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requiresexcept as follows. As a result of administrative delays, one late Form 4 for one transaction was filed on behalf of each Messrs. Duncan, Moody, Schools, and Wilt and Ms. Goodin, and two late Form 4s were filed on behalf of Messrs. Davis.

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PROPOSAL 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Exchange Act and related rules of the SEC, we now provide our executive officers and directors and the holders of greater than 10% of our common stockshareholders each year with a “say-on-pay” vote – an opportunity 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.  Copies of Section 16(a) reports can be foundvote on an advisory basis on the Investor Relation’s page ofcompensation paid to our corporate website at www.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, 2017 through December 31, 2017 were
filed in a timely manner except:

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EXECUTIVE COMPENSATION

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 (“NEOs”) as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. Accordingly, you may vote on the following resolution at the annual meeting:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of CapStar Financial Holdings, Inc.’s NEOs as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, in the accompanying compensation tables, and the related narrative disclosures in this proxy statement.”

At our 2022 Annual Meeting of Shareholders, over 97% of the votes cast favored the “say- on-pay” proposal.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs. This vote also is not a vote on director compensation, as described under “Director Compensation,” or on our compensation policies as they relate to risk management, as described below under “Risk Mitigating Features” of the “Executive Compensation” section.

Our Board is asking our shareholders to indicate their support for 2017 are:our NEO compensation as described in this proxy statement in accordance with SEC rules by voting for this proposal. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded and will not be binding on or overrule any decisions by the Compensation Committee or the Board. Nonetheless, our Board and the Compensation Committee value our shareholders’ views and intend to consider the outcome of the vote, along with other relevant factors, when making future NEO compensation decisions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

SummaryExecutive Compensation TablePhilosophy

The following table sets forth information regardingOur Compensation Committee is responsible for determining the compensation earned by orthat is paid or awarded to eachour Company’s executive officers. The quality and loyalty of our named executive officers during 2017, 2016executives is critical to the successful execution of our strategic plan. In line with its pay-for-performance philosophy, the Compensation Committee believes that executives who are provided an opportunity to benefit from outstanding financial performance and 2015.

shareholder value creation deliver outstanding results. To achieve our goal of attracting, motivating, and retaining highly effective and loyal executives, our compensation framework is built upon the following principles:

Narrative Discussion of Summary Compensation Table

General.Industry Competitive: We have compensated our named executive officers through a combination of base salary, annual cash incentive awards, long-term equity incentiveare committed to providing compensation and other benefits including perquisites.  Eachthat are competitive with executives in comparable roles taking into account geography, experience, level of our named executive officers has substantial responsibilitiesresponsibility, contribution, and market demand.