CJ 2018 Proxy Statement

TRANSACTIONS WITH RELATED PERSONS TRANSACTIONS WITH RELATED PERSONS Policies and Procedures for Identifying, Assessing and Approving Related Persons Transactions The Board has adopted a Related Persons Transactions Policy (the “Related Persons Transactions Policy”), which provides guidelines for the review and approval of transactions or arrangements involving the Company, on one side, and, on the other side, and any of our directors (or nominees for director), executive officers, stockholders owning more than 5% of the Company, and/or any immediate family members of any of the foregoing (each, a “Related Person”). As a general matter, we discourage such “Related Persons Transactions” because they may present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interest of the Company and its stockholders. We will only enter into or ratify Related Persons Transactions when the Audit Committee or the Board, as applicable, determines such transactions are in our best interests and the best interests of our stockholders. To assist us in complying with SEC disclosure obligations, the Related Persons Transactions Policy specifically covers any transaction (i) in which the aggregate amount involved exceeds or may be expected to exceed $120,000 in any calendar year, (ii) the Company is or will be a participant, and (iii) any Related Person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). Any Related Persons Transactions are also subject to our Code of Conduct, which restricts our people from engaging in any business or conduct or entering into any agreement or arrangement that would give rise to an actual or potential conflict of interest. Under our Code of Conduct, conflicts of interest occur, among other scenarios, when private or family interests interfere, or appear to interfere, in any way with C&J’s interests. Under the terms of our Code of Conduct, our General Counsel is primarily responsible for developing and implementing procedures and controls for the identification, review and pre-approval of any proposed transaction or arrangement that may constitute a potential conflict of interest, including with respect to Related Persons Transactions. Our General Counsel is required to report to the Board any actual or potential conflict of interest involving a Related Person, and the Board will determine whether a conflict of interest exists and whether it is appropriate to approve or disapprove such transaction. Board approval is required prior to the consummation of any proposed transaction or arrangement that involves a Related Person. Any director who has an interest in the transaction will be recused from the review and approval process. Pursuant to our Related Persons Transactions Policy, the Audit Committee is required to review the material facts and either approve or disapprove, those Related Persons Transactions, in which (1) the aggregate amount involved exceeds, or is expected to exceed, $120,000 in any calendar year and (2) any Related Person has or will have a direct or indirect interest (other than solely as a result of being a director of, or holding less than a 10% beneficial ownership interest in, another entity). In determining whether to approve a Related Persons Transaction, the Audit Committee or the Board, as applicable, will take into account, among other factors it deems appropriate with respect to the particular transaction: • The nature and extent of the Related Person’s interest in the transaction; • The material terms of the transaction, including, without limitation, the amount and type of transaction; • Whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances; • Whether there are alternative sources for the subject matter of the transaction; • The importance of the transaction to the Related Person; • The importance of the transaction to us; and • Whether the transaction would impair the judgment of a director or executive officer to act in the best interest of our Company. If the Related Persons Transaction is approved and entered into, on at least an annual basis thereafter, the Audit Committee is required to review, assess and, as appropriate, ratify any ongoing transaction, arrangement or relationship with the Related Person to confirm that such transaction, arrangement or relationship remains appropriate. Any member of the Audit Committee who is a Related Person with respect to the transaction will be recused from the review and approval process. We annually distribute a questionnaire to our executive officers and directors requesting certain information regarding, among other things, their immediate family members, employment and beneficial ownership interests. This information is then reviewed for any potential conflicts of interest or disclosable transaction or arrangement under the Code of Conduct and Related Persons Transaction Policy. At the completion of the annual audit, our Audit Committee and our independent registered public accounting firm review with our General Counsel, any identified transactions with Related Persons and potential conflicts of interest. Additionally, the Nominating and Governance Committee and the Board review any transactions or arrangements involving non-employee directors as part of the annual independence determination. 18 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT