CJ 2018 Proxy Statement

DIRECTOR COMPENSATION respect to the 2017 year, as well as the annual equity grant provided for the 2018 year but which was granted December 13, 2017 and is therefore required to be reflected within the 2017 Director Compensation Table. As of December 31, 2017, each director held the following number of outstanding equity awards: Mr. Murray, 9,225; Mr. Brightman, 6,431; Mr. Kennedy, 7,025; Mr. Mueller, 7,025; Mr. Roemer, 7,224; and Mr. Zawadzki, 0. (3) Other than reimbursement for reasonable out-of-pocket expenses associated with travel to and attendance at our Board and committee meetings, none of the non-employee directors received any fees or payment for services other than as a director. Changes to Directors Compensation for 2018 During the fourth quarter of 2017, the Compensation Committee reviewed our director compensation program and also engaged Pearl Meyer as independent, external compensation consultant to provide benchmarking data and analysis and to review and advise on the design of our director compensation program. The Compensation Committee utilized Pearl Meyer’s report and recommendation, and also solicited input from executive management, in determining recommendations to the Board for adjustments to our director compensation program for 2018. In order to better align our director compensation program with our peers and the broader market, while strengthening alignment with the long-term interests of our stockholders, the Board unanimously approved the following 2018 non-employee director compensation program: Compensation Element 2018 Non-Employee Director Compensation Program Annual Cash Retainer(1) $87,500 Annual Equity Award(2) $135,500 Additional Cash Retainer—Chair(1) $50,000 to the Board Chairman $10,000 to the Audit Committee Chairman $7,500 to the Compensation Committee Chairman $7,500 to the Nominating and Governance Committee Chairman Additional Equity Award—Chair(2) $50,000 to the Board Chairman $10,000 to the Audit Committee Chairman $7,500 to the Compensation Committee Chairman $7,500 the Nominating and Governance Committee Chairman (1) These cash retainers were paid in January 2018. (2) Equity awards granted as restricted stock vest 100% on the one year anniversary of the date of grant. These awards were granted to the applicable directors on December 13, 2017. C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 55