Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Pursuant to the Agreement and Plan of Merger, dated as of June 11, 2018 (the “Merger Agreement”), by and between CapStar Financial Holdings, Inc., a Tennessee corporation (“CapStar”), and Athens Bancshares Corporation, a Tennessee corporation (“Athens”), on October 24, 2018, CapStar increased the size of its board of directors (the “Board”) from 11 to 13 and appointed Nan R. Jenne and Jeffrey L. Cunningham, former directors of Athens, to fill the resulting vacancies (the “New Directors”), effective immediately. In addition, Ms. Jenne was appointed as a member of the Compensation and Human Resources Committee and Nominating, Governance and Community Affairs Committee of the Board and Mr. Cunningham was appointed as a member of the Risk Committee and Credit Committee of the Board, in each case, effective immediately.
In connection with the merger between CapStar and Athens, Mr. Cunningham has received or will receive certain payments and benefits pursuant to the terms of the Merger Agreement, his prior arrangements with Athens and the employment agreement with CapStar, as disclosed in the section of CapStar’s Registration Statement on FormS-4 (No.333-226112) filed with the SEC on July 10, 2018, as amended, entitled “Interests of Athens Directors and Executive Officers in the Merger”, which is incorporated herein by reference. Ms. Jenne will receive compensation in respect of her service as anon-employee director as described in CapStar’s proxy statement for the 2018 Annual Meeting of Shareholders. Except as described above, the New Directors are not a party to any plans, contracts or arrangements involving grants or awards by CapStar.
Other than described above, there have been no transactions, and there are no currently proposed transactions, in which CapStar was or is a participant and in which the New Directors or any of their immediate family members has or will have any interest, that are required to be disclosed under Item 404(a) of RegulationS-K.
The biography for Ms. Jenne and Mr. Cunningham are set forth below:
Nan R. Jenne, age 50, graduated with Honors with a B.S. from the University of Tennessee at Knoxville, where she served as captain of the Tennessee Dance Team. She went on to attend Samford University’s, Cumberland School of Law, and graduated with a J.D. in 1994. Nan began practicing law with Carter, Harrod & Cunningham in Athens, Tennessee, and later practiced in Knoxville with Leitner, Williams, Dooley & Napolitan. She currently practices at The Jenne Law Firm in Cleveland, Tennessee, and also serves as the firm’s office manager. Nan has served on the board of directors of Athens Federal Community Bank and on the Nalls Sherbakoff Group financial advisory board in Knoxville, Tennessee. She has been involved in various civic and charitable organizations in Cleveland, Tennessee over the past twenty years including serving on the boards at the Museum Center at Five Points, and the Cleveland Athens Cotillion. She also serves on the Board of Trustees at Broad Street United Methodist Church and serves on several committees at The Baylor School in Chattanooga, Tennessee.
