CJ 2018 Proxy Statement

DIRECTOR COMPENSATION DIRECTOR COMPENSATION Annual compensation for our non-employee directors is comprised of cash and equity-based compensation. We also reimbursed our non-employee directors for reasonable out-of-pocket expenses associated with travel to and attendance at our Board and committee meetings. We do not pay for meeting attendance, or provide any other benefits or perquisites to our non-employee directors. Our President and Chief Executive Officer, Mr. Gawick, does not receive any additional compensation for his service as a director (his compensation as an executive is discussed in CD&A and detailed in “Executive Compensation Tables”). Additionally, one of our non-employee directors, Michael Zawadzki, is employed by one of our largest stockholders and has declined any compensation for his service as a director pursuant to his employer’s policy. The Board believes that compensation for non-employee directors should be in line with market practice and the Company’s peer group, fairly and reasonably compensating directors for the time and skills they devote to serving the Company, and aligned with stockholder interests. In accordance with its charter, the Compensation Committee annually reviews director compensation and makes recommendations to the Board in connection therewith. The Compensation Committee utilizes an independent compensation consultant for independent and objective market data and analysis and advice with respect to the design of the director compensation program. To ensure alignment with our stockholders’ interest, all non-employee directors, other than Mr. Zawadzki, are required by our stock ownership guidelines to own C&J common stock in an amount equal to or in excess of five times their annual cash retainer. The Compensation Committee reviews the holdings of all non-employee directors on an annual basis to ensure compliance with the stock ownership guidelines. Each non-employee director has five years to meet the requirements, starting from the later of (a) August 4, 2017 and (b) the date such director is first elected to the Board. See “Compensation Discussion and Analysis—Stock Ownership Guidelines” in this Proxy Statement for additional information on our stock ownership guidelines. Each non-employee director (other than Mr. Zawadzki) is currently on track to reach compliance within the requisite five-year period. 2017 Director Compensation The following table describes the components of our 2017 non-employee director compensation program, which was determined and approved by the steering committee of lenders in C&J’s Chapter 11 Proceeding as part of C&J’s approved Restructuring Plan: Compensation Element 2017 Non-Employee Director Compensation Program Annual Cash Retainer $87,500 Annual Equity Award(1) $87,500 Additional Equity Award—Chair(1) $50,000 to the Board Chairman $20,000 to the Audit Committee Chairman $15,000 to the Compensation Committee Chairman $15,000 to the Nominating and Governance Committee Chairman (1) Equity awards are granted as restricted stock which vest 100% on the one year anniversary of the date of grant. The following table discloses the total compensation earned by each of our non-employee directors for service in the 2017 fiscal year. Name Fees Earned in Cash ($) Share Awards ($)(2) Total ($) Patrick Murray 87,500 333,898 421,398 Stuart Brightman 87,500 230,156 317,656 John Kennedy 87,500 253,584 341,084 Steven Mueller 87,500 253,584 341,084 Michael Roemer 87,500 261,438 348,938 Michael Zawadzki(1) — — — (1) Mr. Zawadzki does not receive compensation for his service as a non-employee director. Mr. Zawadzki, is employed by one of our largest stockholders and declined any compensation for his service as a director pursuant to his employer’s policy. (2) The grant date fair value of the common shares is based on the closing price of C&J’s common stock on the date of grant, in accordance with FASB ASC Topic 718. Please read Note 1 to C&J’s consolidated financial statements included in C&J’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC for additional information. The grants in this column reflect the annual grant provided with 54 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT