CJ 2018 Proxy Statement

INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES Overview Our Board currently consists of seven directors classified into three classes of directors, designated Class I, Class II and Class III, with each class to have a three-year term. Our bylaws provide that the Board shall consist of a number of directors to be determined from time to time by the Board. Pursuant to our Corporate Governance Guidelines (discussed below), the Board’s size is assessed at least annually by the Nominating and Governance Committee and any necessary or advisable changes are recommended to the Board, as appropriate. The Board has three standing committees to assist in discharging its responsibilities: Audit Committee, Compensation Committee and Nominating and Governance Committee. Among other actions, the Board reviews its structure and appoints members to its various committees on an annual basis. Additional information about each committee is set forth below under “Committees of Our Board.” All of our directors are independent from the Company and management, except for our CEO. All of the members of the committees of the Board are independent and satisfy the other applicable requirements for service on the committees on which they serve. Pursuant to our Corporate Governance Guidelines (discussed below), the independence and other qualifications of each director is routinely reviewed, including in connection with the annual performance evaluation of the Board, committees and directors. Directors are elected by our stockholders, and we have a majority vote standard for uncontested director elections and a plurality vote standard for contested director elections. Effective upon emergence from the Chapter 11 Proceeding and pursuant to the terms of our Restructuring Plan, the current directors were appointed to the Board, with five of the seven directors newly joining the Board. Each director was initially designated for nomination to the Board pursuant to the Stockholders Agreement entered into upon our emergence from the Chapter 11 Proceeding with three stockholders then holding approximately 36% of our common stock. The Stockholders Agreement was terminated pursuant to its terms on April 12, 2017. Please see “Transactions with Related Persons— Related Persons Transactions—Transactions Related to the Chapter 11 Proceeding—Stockholders Agreement” for additional information The following table identifies the current members of the Board, their respective classes, the standing committees of the Board on which they serve, and the chairman of each committee as of the date of this Proxy Statement. Biographies and other background information concerning each of our current directors, including the two director nominees, are set forth under the heading “Proposals to be Voted on by Stockholders—Proposal 1—Election of Directors.” Name of Director Class(2) Audit Committee Compensation Committee Nominating and Governance Committee Donald J. Gawick.(1) III Patrick M. Murray+ III Stuart Brightman+ I * * Michael Zawadzki+ I * * John Kennedy+ II * ** * Michael Roemer+ II ** * * Steven Mueller+ III * * ** * Committee Member ** Committee Chairman + Independent. The rules and regulations of the SEC and NYSE require that each of the Audit Committee, Compensation Committee and Nominating and Governance Committee be comprised solely of independent directors. (1) President and Chief Executive Officer. (2) Our certificate of incorporation and bylaws provide that the Board is to be classified into three classes of directors, designated Class I, Class II and Class III, with each class to have a three-year term. Each class is to consist, as nearly as practicable, of one-third of the total number of directors then constituting the entire Board. The nominees for Class I director, if elected at the Annual Meeting, will serve a three-year term set to expire at the 2021 annual meeting of stockholders, subject to such director’s death, removal or resignation. The term of each Class II director will continue, subject to such director’s death, removal or resignation, until the 2019 annual meeting of stockholders, at which point each Class II director duly nominated and elected thereat will serve a three-year term. The term of each Class III director will continue, subject to such director’s death, removal or resignation, until the 2020 annual meeting of stockholders, at which point each Class III director duly nominated and elected thereat will serve a three-year term. C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 9