CJ 2018 Proxy Statement

CORPORATE GOVERNANCE • Our executive compensation program and compensation-related policies and practices reflect prevailing governance standards and include many “best practices” features intended to strengthen the alignment of compensation with stockholder interest, support short- and long-term objectives, and promote long-term value creation, which are discussed throughout “Compensation Discussion and Analysis” and summarized in “Compensation Discussion and Analysis—Highlights of Our Compensation Program Policies and Practices.” Code of Conduct and Corporate Policies We have adopted a Corporate Code of Business Conduct and Ethics (the “Code of Conduct”), which applies to all of our directors, officers and employees. The Code of Conduct provides basic principles and guidelines to assist our people in complying with the legal and ethical requirements governing our business conduct. The Code of Conduct is supplemented by our other corporate policies, including our Financial Code of Ethics (the “Financial Code of Ethics”), which sets forth the ethical principles by which our CEO, principal financial officer (“CFO”), principal accounting officer (“CAO”), controllers and other senior financial and accounting officers are expected to conduct themselves when carrying out their duties and responsibilities. Any waivers to our Code of Conduct or Financial Code of Ethics can only be made by the Board or a committee thereof. Any amendment to, or waiver from, a provision of the Code of Conduct or Financial Code of Ethics that (i) applies to our CEO, CFO, CAO, controllers or other persons performing similar functions to the foregoing, and (ii) relates to any element of the code of ethics definitions, as enumerated in Item 406(b) of SEC Regulation S-K, will be posted on the Company’s website at www.cjenergy.com within four business days following the date of the amendment or waiver. There were no waivers of the Code of Conduct or Financial Code of Ethics during 2017 or in 2018 to date. Copies of the Code of Conduct and the Financial Code of Ethics are available on our website at http://www.cjenergy.com/about-us/ compliance-ethics/ under “Our Code of Conduct.” Information on or accessible from our website is not incorporated by reference into this Proxy Statement. Stockholders may also obtain electronic or printed copies free of charge by sending a written request to C&J Energy Services, Inc. at 3990 Rogerdale Rd. Houston, Texas 77042, Attn: Corporate Secretary, or by emailing Investors@cjenergy.com . Other important corporate policies and practices include the following: • Compliance Reporting Policy and Procedures . In keeping with our commitment to maintaining the highest standards of ethical and legal conduct, and pursuant to the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and applicable rules and regulations of the SEC, our Compliance Reporting Policy and Procedures (also known as the “Compliance Reporting Policy”) sets forth established procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding (a) financial reporting, accounting, disclosure controls and procedures and internal controls over financial reporting or auditing matters, (b) potential violations of the laws, rules and regulations that govern the Company’s business or of the Company’s codes, standards, policies and procedures and (c) any other activities which otherwise may amount to unethical or improper conduct, and (ii) the confidential and anonymous submission by stakeholders (including employees, contractors, agents, representatives, customers, suppliers and other affiliates) of concerns regarding questionable or potentially questionable accounting matters, compliance matters or ethical matters. A copy of the Compliance Reporting Policy is available on our website at http:// www.cjenergy.com/about-us/compliance-ethics/ under “Reporting Concerns.” Stockholders may also obtain electronic or printed copies of the policy, free of charge, by sending a written request to C&J Energy Services, Inc. at 3990 Rogerdale Rd. Houston, Texas 77042, Attn: Corporate Secretary, or by emailing Investors@cjenergy.com . • Related Persons Transaction Policy . Our Board has adopted a written policy governing related persons transactions as part of the Board’s commitment to good governance and independent oversight. This policy provides for the review and approval of certain transactions or arrangements involving the Company, on one side, and, on the other side, a “Related Person,” which includes any of our directors (or nominees for director), executive officers, stockholders owning more than 5% of the Company, and/or any immediate family members of any of the foregoing. As a general matter, we discourage “Related Persons Transactions” because they may present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interest of the Company and its stockholders. We will only enter into or ratify Related Persons Transactions when the Audit Committee or the Board, as applicable, determines such transactions are in our best interests and the best interests of our stockholders. Additionally, our Code of Conduct restricts our directors, officers and employees from engaging in any business or conduct, or entering into any agreement or arrangement, that would give rise to an actual or potential conflict of interest. Under the Code of Conduct, conflicts of interest occur, among other circumstances, when an individual’s private or family interests interfere in any way with the interests of the Company or its stockholders. We have processes for reporting actual or potential conflicts of interests, including Related Persons Transactions, under our Code of Conduct. Our Related Persons Transaction Policy supplements our Code of Conduct and is intended to assist us in complying with the disclosure obligations concerning certain Related Persons Transactions under the SEC rules. Please see “Transactions with Related Persons—Policies and Procedures for Identifying, Assessing and Approving Related Persons Transactions” for additional information regarding our Related Persons Transaction Policy. C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 7