CJ 2018 Proxy Statement

TABLE OF CONTENT TABLE OF CONTENTS GENERAL INFORMATION 1 Corporate Overview 1 Proxy Materials 1 About the Annual Meeting 2 CORPORATE GOVERNANCE 6 The Role and Character of the Board of Directors 6 Corporate Governance Practices 6 Code of Conduct and Corporate Policies 7 INFORMATION ABOUT THE BOARD AND ITS COMMITTEES 9 Overview 9 Meetings of the Board and Committees 10 Board Governance 10 The Board’s Role in Risk Oversight 13 Committees of the Board 13 Communications with the Board 16 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 17 TRANSACTIONS WITH RELATED PERSONS 18 Policies and Procedures for Identifying, Assessing and Approving Related Persons Transactions 18 Reported Related Persons Transactions 19 SHARE OWNERSHIP INFORMATION 21 Section 16(a) Beneficial Ownership Reporting Compliance 21 Security Ownership of Certain Beneficial Owners and Management 21 EQUITY COMPENSATION PLAN INFORMATION 23 EXECUTIVE MANAGEMENT TEAM 24 COMPENSATION DISCUSSION AND ANALYIS 27 Introduction 27 2017 Overview – Key Considerations and Actions 27 “Say on Pay” and “Say on Frequency” Advisory Votes 29 Summary of Our Compensation Program Objectives and Principles 29 Highlights of our Compensation Program Policies and Practices 30 Compensation Setting Process 31 Components of Our 2017 Executive Compensation Program 33 Stock Ownership Guidelines 42 Tax Deductibility of Executive Compensation 42 Relation of Compensation Policies and Practices to Risk Management 43 Actions Taken for the 2018 Fiscal Year 43 COMPENSATION COMMITTEE REPORT 44 EXECUTIVE COMPENSATION TABLES 45 Summary Compensation Table 45 Grants of Plan-Based Awards for the 2017 Fiscal Year 46 Narrative Disclosures in the Summary Compensation Table and Grants of Plan-Based Awards for the 2017 Fiscal Year 47 Outstanding Awards at 2017 Fiscal Year-End 48 Option Exercises and Shares Vested in the 2017 Fiscal Year 49 Pension Benefits 49 Nonqualified Deferred Compensation 49 Potential Payments Upon Termination or Change in Control 49 CEO PAY RATION DISCLOSURES 53 DIRECTOR COMPENSATION 54 REPORT OF THE AUDIT COMMITTEE 56 PROPOSALS TO BE VOTED ON BY STOCKHOLDERS 57 Proposal 1 – Election of Directors 57 Proposal 2 – Advisory Vote to Approve Executive Compensation 61 Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation 62 Proposal 4 – Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018 63 OTHER MATTERS 65 Stockholder Proposals for the 2019 Annual Meeting of Stockholders 65 2017 Annual Report 65 Householding 66 PROXY CARD C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT i