CJ 2018 Proxy Statement

CORPORATE GOVERNANCE CORPORATE GOVERNANCE We are committed to adhering to sound principles of ethical conduct and good corporate governance. We have adopted corporate governance policies and practices that are consistent with C&J’s core values, reflect prevailing governance standards and many “best practices” features, promote the effective functioning of our Company and ensure that it is managed with integrity and in the best interest of our stockholders. The following is a summary of some our corporate governance practices and policies: The Role and Character of the Board of Directors C&J’s Board is the ultimate decision-making body for our Company, except for matters reserved for our stockholders. The primary function of the Board is independent oversight. The Board, on behalf of the Company and its stockholders, appoints and oversees our Chief Executive Officer (“CEO”) and executive management team and provides guidance on the business and affairs of the Company. This includes monitoring our strategic and business planning process to ensure short-term stewardship and focus on long-term value creation and our overall corporate performance. The basic responsibility of each director is to exercise independent business judgment to act in what such director reasonably believes to be in the best interests of the Company and its stockholders. All of our directors, including the Board chairman, are independent of the Company and management, except for our CEO. This is substantially above the NYSE requirement that a majority of the directors be independent. The Board has three standing committees to assist in discharging its responsibilities: Audit Committee, Compensation Committee and Nominating and Governance Committee. As a governance best practice and in accordance with the rules of the NYSE, only independent directors serve on the Board’s standing committees. The independent directors meet regularly in executive session, without management, following Board and committee meetings. The Board believes it has a strong governance structure in place to ensure independent oversight on behalf of all stockholders and effective governance in all areas of its responsibilities. We have established processes for the effective oversight of critical issues entrusted to the independent directors and to these standing committees, such as: • The integrity of our financial reporting and related internal controls; • The appointment, focus and performance of our independent auditor and internal audit function; • The effectiveness of our ethical and legal compliance and risk management programs; • Executive compensation; • Succession planning for our executive management team; • Board leadership and the appointment of the chairman and alternative lead director; • The structure and composition of the Board and committees; • Evaluations of Board, committee and director performance and effectiveness; and • Nominations for directors. For additional discussion on how the Board and committees conducts their affairs in all areas of their responsibility, please see “Information About Our Board and Its Committees.” Corporate Governance Practices • We have meaningful stock ownership guidelines that apply to our non-employee directors and executive officers. For a description of the guidelines applicable to our non-employee directors and executive officers, please see “Compensation Discussion and Analysis—Stock Ownership Guidelines” for additional information on our stock ownership guidelines. • In November 2017, we terminated the Rights Agreement (also known as a poison pill) dated January 6, 2017, which was adopted upon our emergence from the Chapter 11 Proceeding. • Our people, as well as our directors, are prohibited from hedging their ownership of C&J common stock. • Our people, as well as our directors, are prohibited from pledging their C&J common stock. • We do not permit the use of Company funds or assets for political purposes, including for contributions to any political party, candidate or committee, whether federal, state or local. In addition, we do not lobby or contribute to any third-party political action committees or other political entities organized under Section 527 of the Internal Revenue Code. 6 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT