CJ 2018 Proxy Statement

INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES The Board’s independence determinations included a review of the transactions that occurred since the beginning of 2017 with entities associated with our directors or members of their immediate family. In making its independence determinations, the Board considered that Mr. Zawadzki is a senior employee of GSO Capital Partners LP (together with its affiliates and related funds, “GSO”), a significant stockholder of the Company, and that he was initially designated for nomination to the Board by GSO pursuant to the Stockholders Agreement entered into upon our emergence from the Chapter 11 Proceeding in accordance with the Restructuring Plan. 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 relating to the Stockholders Agreement. Mr. Gawick, our President and Chief Executive Officer, is not considered to be “independent” due to his employment with the Company; none of our other directors have ever been employed by us. Director Nominees and Board Membership Criteria We believe that our directors should be persons of integrity, be able to exercise sound, mature and independent business judgment in the best interests of our stockholders as a whole, be recognized leaders in business or professional activity, have skills, backgrounds, experience and perspectives that complement those of other Board members and as a whole align with the Company’s needs, be able to actively participate in Board and committee meetings and related activities, be able to work professionally and effectively with other Board members and our management, be available to remain on the Board long enough to make an effective contribution, and have no material relationships with competitors, customers or other third parties that could present realistic possibilities of conflict of interest or legal issues. Our Board believes that a diverse mix of skills, backgrounds, experiences and perspectives enhances the quality of our Board’s deliberations, decision-making and overall effectiveness, and best positions the Company for long-term success. As the Company grows and our strategy evolves, so do the expertise and experiences that the Board seeks. The Nominating and Governance Committee is responsible for recommending to the Board the director nominees for election to the Board by our stockholders. On an annual basis, the Nominating and Governance Committee reviews each incumbent director’s continued service on the Board, including the qualifications and characteristics required of directors in the context of the current composition of the Board and our long-term strategy and future needs as well as current business environment with the goal of creating a complementary balance of skills, backgrounds, experiences and perspectives aligned with the long-term interest of stockholders. The Nominating and Governance Committee is also responsible for, as needed, identifying, investigating and recommending individuals qualified to serve on our Board. In evaluating potential Board candidates, led by the Nominating and Governance Committee, our Board considers diversity in its broadest sense, including, among other things, diversity of skills, background, perspective, personal and professional experiences, geography, gender, race and ethnicity, against the existing skill-set and expertise of our Board and in the context of the immediate and future needs of our Company. We believe that this process has resulted in a Board that is comprised of highly qualified directors that reflect the right balance of diverse perspective, strategic skill sets, and relevant knowledge and experience. We discuss each of our continuing directors’ and director nominees’ qualifications and other characteristics under the heading “Proposals to be Voted on by Stockholders—Proposal 1—Election of Directors—Director Biographies.” The Nominating and Governance Committee considers the effectiveness of its approach to Board composition, diversity and skills criteria for Board service, and refreshment in connection with the annual performance evaluation of our Board, committees and individual directors. Part of this review focuses on whether and to what extent our Board includes an optimal mix of skills and characteristics that reflect an effective Board for C&J’s needs, strategy and business environment. We believe that the evaluation program has been designed such that any diversity-related deficiencies would be identified and addressed as part of the process. Board Leadership Structure The Board recognizes that one of its key responsibilities is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of management. The Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the right structure may vary for a single company as circumstances change. As such, our independent directors, led by the Nominating and Governance Committee, consider the Board’s leadership structure at least annually, and may modify this structure from time to time to best address the Company’s unique circumstances and advance the best interests of all stockholders, as and when appropriate. The Board chairman, as well as an independent lead director to serve as chair in the event of the chairman’s absence, are selected annually by the independent directors. The Board has determined that the roles of chairman and CEO should continue to remain separate, and that it is advisable and in the best interest of the Company to have an independent director serve as chairman. On December 14, 2017, it was determined that Mr. Murray should continue to serve as the chairman of the Board. The Board believes that this governance structure will allow Mr. Gawick to focus his time and energy on managing the Company and Mr. Murray to lead the Board in its fundamental role of providing guidance, advice and counsel regarding our business, operations and strategy, and that having a separate chairman will better C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 11