Table of Contents I 66

CJ 2018 Proxy Statement

Notice of Annual Meeting of Stockholders II
Table of Contents III
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 Analysis 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

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