CJ 2018 Proxy Statement

INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES position the Board in evaluating the performance of management and our overall corporate performance. The Board believes that Mr. Murray’s deep knowledge and understanding of our industry, along with his past experience as a board chairman and chief executive officer, puts him in the best position to lead our Board. It was also determined that Mr. Mueller, as chair of the Nominating and Governance Committee, should serve as lead director to act as Board chair in the event of Mr. Murray’s absence. Annual Performance Evaluations, Review of Committee Charters The Board, each committee and each director conducts a self-evaluation of its performance and effectiveness on an annual basis. The Nominating and Governance Committee leads and oversees this self-evaluation process. As part of the evaluation, the Nominating and Governance Committee will request that the chairman of each committee report to the full Board about the committee’s annual evaluation of its performance and evaluation of its charter. Executive Sessions To facilitate candid discussion among the directors, our non-employee directors regularly meet in executive session. Executive sessions are consistently held in conjunction with regular Board and/or committee meetings. The chairman of the Board or of the respective committee presides at each executive session in conjunction with Board and/or committee meetings. Board Tenure Our Board evaluates its composition holistically, in the context of our long-term strategy, future needs and current business environment, among other considerations. The Board does not believe it is in the best interest of the Company and its stockholders to establish limits on director service. As an alternative to term limits or mandatory retirement requirements, the Nominating and Governance Committee will review each director’s continuation on the Board during the final year of such director’s term. This will allow each director the opportunity to confirm such person’s desire to continue as a member of the Board, and it allows the Board the opportunity to routinely assess the skills and characteristics required of directors in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. Board Access to Independent Advisors and C&J Employees Our Board and each committee has the power to hire independent legal, financial or other experts and advisors as it may deem necessary, without consulting or obtaining approval of any executive officer of the Company in advance. Directors have full and free access to officers and employees of the Company, and they are encouraged and provided opportunities to talk directly to any officer or employee regarding any questions or concerns the director may have. Management Performance Evaluation and Succession Planning Each year, the Nominating and Governance Committee will lead the Board in the annual performance review of our CEO. The Nominating and Governance Committee may also review the performance of the other members of our senior management as deemed appropriate, including in connection with the Company’s succession planning or review of executive compensation. The Nominating and Governance Committee will meet annually on succession planning for our CEO, as well as for the other members of our senior management in consultation with our CEO, and succession planning of our senior accounting and financial personnel in consultation with the Audit Committee, so that qualified candidates are available for all senior-level positions, including in emergency situations, and so that development plans are being utilized to strengthen the skills and qualifications of candidates. Stock Ownership Guidelines The Board expects all directors and executive officers to display confidence in the Company by requiring directors and officers to hold a significant amount of our common stock. The Board has established meaningful stock ownership guidelines for all non-employee directors and executive officers. The Compensation Committee periodically assesses these guidelines and our directors’ and executive officers’ stock ownership relative to the guidelines, and makes recommendations as appropriate. For a description of the stock ownership guidelines applicable to our non-employee directors and executive officers, please see “Compensation Discussion and Analysis—Stock Ownership Guidelines.” Director Orientation and Continuing Education The Nominating and Governance Committee is responsible for developing and annually evaluating orientation and continuing education programs for directors, and for making appropriate recommendations to the Board. 12 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT