CJ 2018 Proxy Statement

INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES Compensation Committee Our Compensation Committee is responsible for the oversight of risks relating to the compensation of our executive officers and directors, as well as our compensation and benefit plans, policies and programs. Pursuant to its charter, the purposes of the Compensation Committee are to: • Assist the Board in discharging its responsibilities relating to the compensation of our Chief Executive Officer and other executive officers, including with respect to the review, evaluation and approval of compensation agreements, plans, policies and programs as they affect our executive officers; • Assist the Board in establishing the appropriate incentive compensation and equity-based plans, and to administer such plans; • Assist the Board in fulfilling its oversight responsibilities of risks relating to our overall compensation and employee benefit plans, policies and programs as they affect all employees; • Assist the Board in discharging its responsibilities relating to the compensation of our directors; • Review and discuss with management the “Compensation Discussion and Analysis” disclosures proposed to be included in our proxy statement for each annual meeting of stockholders or our annual report on Form 10-K, as applicable, and determine whether to recommend to our Board that the proposed Compensation Discussion and Analysis disclosure be included in the proxy statement or annual report, in accordance with applicable rules and regulations; • Annually prepare a “Compensation Committee Report” for inclusion in the proxy statement for each annual meeting of stockholders or annual report on Form 10-K, as applicable, in accordance with applicable rules and regulations of the SEC; and • Perform such other functions as our Board may assign to our Compensation Committee from time to time. In connection with these purposes, our Board has delegated to the Compensation Committee the overall responsibility for establishing, implementing and monitoring compensation for our executive officers. Together with management (with the exception of compensation matters related to our CEO), and any counsel or other advisors it deems appropriate, the Compensation Committee reviews and discusses each particular executive compensation matter presented and makes a final determination. For example, the Compensation Committee reviews and approves the compensation of our executive officers and makes appropriate adjustments based on Company performance, achievement of predetermined goals and changes in an executive officer’s duties and responsibilities. Additionally, following each stockholder meeting at which “say-on-pay” resolutions are proposed for a stockholder advisory vote, the Compensation Committee will review the results of the stockholder advisory vote, and consider whether to make any adjustments to our executive compensation policies and practices. The Compensation Committee is also responsible for approving all employment agreements related to our executive officers. In addition, our Board has delegated to the Compensation Committee the responsibility for establishing, implementing and monitoring the compensation for our directors. Our Compensation Committee establishes reviews and approves the compensation of our directors and makes appropriate adjustments based on their performance, duties and responsibilities and competitive environment. Our Compensation Committee’s primary objectives in establishing and implementing director compensation are to: • Ensure the ability to attract, motivate and retain the talent necessary to provide qualified Board leadership; and • Use the appropriate mix of long-term and short-term compensation to ensure high Board and/or committee performance. The Compensation Committee has the authority to delegate to its chairperson, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances. Under its charter, our Compensation Committee has the authority to select, retain, approve the fees and other retention terms of, and terminate the services of an independent compensation consultant or other experts to assist the Compensation Committee in fulfilling its responsibilities, including the evaluation of the compensation of our executive officers and directors. The current members of the Compensation Committee are Messrs. Kennedy (Chairman), Brightman, Mueller, Roemer and Zawadzki, each of whom our Board has determined to be independent and eligible for service on the Compensation Committee under the rules and regulations of the SEC and the NYSE. The Compensation Committee held eight meetings during 2017. Nominating and Governance Committee Our Nominating and Corporate Governance Committee is responsible for the oversight of risks relating to corporate governance, Board organization, membership and structure, and succession planning for our senior management team, including our Chief Executive Officer. Pursuant to its charter, the purposes of our Nominating and Governance Committee are to: • Advise our Board and make recommendations regarding appropriate corporate governance practices and assist our Board in implementing those practices; C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 15