CJ C&J Energy Services Inc

1 Governance PROPOSAL 1 - ELECTION OF DIRECTORS 9 Recommendation of the Board 10 DIRECTORS AND NOMINEES 11 Director Biographies and Qualifications 11 Director Nominee and Board Membership Criteria and Qualifications 14 Director Independence 15 BOARD GOVERNANCE AND STRUCTURE 17 The Role of the Board 17 Board Structure 19 Board Governance 23 Communications with the Board 25 CORPORATE GOVERNANCE 26 Foundation for Certain Governing Document Provisions 26 Code of Conduct and Corporate Policies 26

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Proposal 1—Election of Directors

Pursuant to our certificate of incorporation and bylaws, the Board is classified into three classes of directors, designated Class I, Class II and Class III, with each class having a three-year term. With the exception of Messrs. Gawick and Roemer, each of our current directors was appointed to the Board upon C&J’s emergence from a Chapter 11 financial restructuring effective January 6, 2017; Messrs. Gawick and Roemer were re-appointed to the Board at that time. The Class II directors’ terms expire at this 2019 Annual Meeting; Class III directors’ terms expire at the 2020 annual meeting; and Class I directors’ terms expire at the 2021 annual meeting.

Based on the recommendations from our Nominating and Governance Committee, our Board has nominated Messrs. John Kennedy and Michael Roemer for re-election as Class II directors to serve for a three-year term until the 2022 annual meeting of stockholders and until their successors have been elected, or until their earlier death, resignation or removal. Each of Messrs. Kennedy and Roemer has agreed to be named in this Proxy Statement and to serve if elected. We have no reason to believe that the director nominees will be unable or unwilling to serve on our Board if elected.

The following table provides summary information about our current directors, including the Class II nominees, as of April 8, 2019, and the subsequent pages include more detailed information about their individual experience, qualifications, attributes and skills that led our Nominating and Governance Committee and Board to conclude that they should serve as directors.

The Board seeks out, and the Board is comprised of, individuals whose knowledge, skills, and breadth and depth of experience complement those of other Board members. The Board believes that each director nominee is highly qualified to serve as a member of our Board and that, through their respective backgrounds and track records of success in what we believe are highly relevant positions, these individuals contribute a wealth of talent and experience to the Board. Each director nominee also contributes intangible qualities such as critical thinking and analysis, which, taken together, provide us with the variety and depth of knowledge, viewpoints and ideas necessary for effective oversight, direction and vision for the Company.

There are no family relationships among any of our directors (specifically including the director nominees) and executive officers.

Please see “Share Ownership Information—Security Ownership of Management” for information regarding our current directors’ and director nominees’ holdings of equity securities of the Company.

Shares represented by properly executed proxies will be voted, if authority to do so is not withheld, for the election of each of Messrs. Kennedy and Roemer. However, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board. The Board may also reduce the number of directors. The proxies being solicited will be voted for no more than two nominees at the Annual Meeting. If you hold your shares in street name, please be aware that brokers, banks and other holders of record do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker, bank or other holder of record how to vote on this proposal, they will deliver a non-vote on this proposal. Directors are elected a majority vote standard for uncontested director elections and a plurality vote standard for contested director elections. Stockholders may not cumulate their votes in the election of directors.

Director Biographies and Qualifications

Described below are the principal occupations and directorships for at least the past five years of our current directors, including the director nominees, as well as certain additional information regarding their individual experience, qualifications, attributes and skills that led our Nominating and Governance Committee and Board to conclude that each should serve on the Board.

Director Nominations and Board Membership Criteria and Qualifications

We believe that, at a minimum, our directors should be persons of integrity, be able to exercise sound, mature and independent business judgment in the best interests of our stockholders as a whole, be recognized leaders in business or professional communities, have the knowledge, skills, experience, perspectives and personal attributes that complement those of other Board members and, as a whole, align with the Company’s needs, be able to actively participate in Board and committee meetings and related activities, be able to work professionally and effectively with other Board members and our management, be available to remain on the Board long enough to make an effective contribution, and have no material relationships with competitors, customers or other third parties that could present realistic possibilities of conflict of interest or legal issues.

The Nominating and Governance Committee is responsible for recommending to the Board nominees for election as director, and the Board is responsible for selecting nominees for election (or re-election, as the case may be). On an annual basis, the Nominating and Governance Committee reviews each incumbent director’s continued service on the Board, including the qualifications and other characteristics required of directors in the context of the current composition of the Board and our long-term strategy and future needs as well as the current business environment with the goal of creating a complementary balance of expertise, backgrounds and perspectives aligned with the long-term interest of stockholders.

The Nominating and Governance Committee is also responsible for, as needed, identifying, evaluating and recommending individuals qualified to serve as directors to the Board. In identifying prospective director candidates for the Board, the Nominating and Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Governance Committee also may, but need not, retain a professional search firm in order to assist in these efforts. The Nominating and Governance Committee and the Board utilizes the same criteria for evaluating candidates regardless of the source of the referral.

The Nominating and Governance Committee and Board believe that a diverse mix of backgrounds, experiences, perspectives and personal attributes and other characteristics enhances the quality of our Board’s deliberations, decision-making and overall effectiveness, and best positions the Company for long-term success. In evaluating potential Board candidates, our Board considers diversity in its broadest sense, including, among other things, diversity of skills, background, perspective, personal and professional experiences, geography, age, gender, race, ethnicity, and other demographics. The Nominating and Governance Committee and the Board seek individuals with qualities and characteristics that, when combined with those of our incumbent directors, enhance the effectiveness of the Board and support long-term value creation. In doing so, the Nominating and Governance Committee and the Board will consider the immediate and future needs of our Company.

The Nominating and Governance Committee considers the effectiveness of its approach to Board composition, diversity and criteria for Board service, and refreshment in connection with the annual performance evaluation of our Board, committees and individual directors. Part of this review focuses on whether and to what extent our Board includes an optimal mix of characteristics that reflect an effective Board for C&J’s needs, strategy and business environment. We believe that the evaluation program has been designed such that any gaps or skill-related deficiencies would be identified and addressed as part of the process.

Director Independence

As a publicly traded company listed on the NYSE, we are required to comply with the rules and regulations of the NYSE as well as that of the SEC. The NYSE requires listed companies to have a board of directors with at least a majority of independent directors, as that term is defined by the applicable rules and regulations of the NYSE and SEC. Additionally, each of the Audit Committee, Compensation Committee and Nominating and Governance Committee is required to be comprised solely of independent directors, with heightened standards applicable to Audit Committee and Compensation Committee members.

As discussed below, all of our directors, including the Board Chair, are independent of the Company and management, except for Mr. Gawick who serves as our President and Chief Executive Officer (“CEO”). This is substantially above the NYSE requirement that a majority of the directors be independent. In accordance with the rules of the NYSE, only independent directors serve on the Board’s standing committees.

Each year, our Nominating and Governance Committee evaluates the relationships between the Company and each director and reports the results of its review to the Board. To be considered “independent,” a director must be affirmatively determined by the Board, at the recommendation of the Nominating and Governance Committee and after due deliberation, to have no material relationship with the Company other than as a director. Rather than adopting categorical standards, the Nominating and Governance Committee and the Board assess the relationships and other facts and circumstances relevant to director independence on a case-by-case basis, in each case consistent with the applicable rules and regulations of the NYSE and SEC.

After reviewing all relationships each director has with the Company, including the nature and extent of any business relationships between the Company and such person, and based on the review and recommendation of the Nominating and Governance Committee, the Board has affirmatively determined that each of Messrs. Murray, Brightman, Kennedy, Mueller, Roemer and Zawadzki has no material relationships with the Company and, is “independent” under the applicable rules and regulations of the SEC, the NYSE and in accordance with our Corporate Governance Guidelines. In addition to the Board-level standards for director independence, each member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSE and SEC rules, and each member of the Compensation Committee meets the heightened independence standards for compensation committee members under the NYSE rules.

The Board’s independence determinations included a review of the transactions that occurred since the beginning of 2018 with entities associated with our directors or members of their immediate family. In addition, in making its independence determinations, the Board considered that Mr. Zawadzki is a senior employee of GSO Capital Partners LP (together with its affiliates and related funds, “GSO”), a stockholder of the Company, and that he was initially designated for nomination to the Board by GSO pursuant to a Stockholders Agreement entered into by the Company with GSO and certain other similarly situated holders upon our emergence from a Chapter 11 financial restructuring effective January 6, 2017. The Stockholders Agreement was terminated pursuant to its terms in April 2017, however, GSO remains party to a Registration Rights Agreement with the Company.

Mr. Gawick, our President and CEO, is not considered to be “independent” due to his employment with the Company; none of our other directors have ever been employed by us.

The Role of the Board

C&J’s Board of Directors and committees of the Board serve as 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 oversees the proper safeguarding of the Company’s assets, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and good governance.

The Board, on behalf of the Company and its stockholders, appoints and oversees our CEO and executive management team in conducting the business and managing the affairs of the Company. In doing so, the Board monitors and provides guidance to our executives on the strategic and business planning process to ensure ethical stewardship and focus on long-term value creation and our overall performance, business and financial strength and health.

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 as a whole. Directors discharge their responsibilities at Board and committee meetings and through ongoing communication with each other and with management throughout the year.

The Board believes that 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:

Strategy Oversight

Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process. Directors discharge their duties through discussion at regular Board meetings and a dedicated meeting each year to focus on business strategy and strategic planning.

While the Board oversees the Company’s business strategy, our executive team is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our senior management team.

Risk Oversight

Enterprise risk management is a Company-wide initiative that involves the Board and management identifying, assessing and managing risks that could affect our ability to fulfill our business objectives or execute our corporate strategy. Our enterprise risk management activities involve the identification and assessment of a broad range of risks and the development of plans to mitigate their effects. It is management’s responsibility to manage the Company’s risk exposure and potential impact of the many risks that are associated with our business and a primary function of our Board is to assist and oversee management in this effort. The Board, as a whole and also at the committee level, shares this oversight responsibility. The Board’s committees assist the Board in fulfilling its oversight responsibilities with respect to risks within its areas of responsibilities, as further discussed below. We believe the Board’s role in risk oversight is consistent with the Company’s leadership structure, with our CEO and other members of senior management having direct responsibility for risk management, and the independent directors involved in providing oversight of management’s efforts to reduce, mitigate or eliminate the risks that we face.

The primary means by which the Board and its designated committees oversee our risk management structure and policies is through regular communications with management, specifically including with our General Counsel, our head of internal audit, our CEO, and our Chief Financial Officer ("CFO"). In connection with our regular quarterly Board and Committee meetings, the full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic risks. In addition, upon request, either the full Board or a committee may receive additional reports from those executive officers who are deemed responsible for particular risks. The chair of each of the committees will also discuss and review significant matters with management outside of the quarterly Board meetings as needed. When a committee receives a separate report, or the chair has separate discussions, the committee chair may discuss that report with the full Board.

Environmental Risks

As part of our commitment to long-term value creation, the Board and our executive team are committed to monitoring how the Company’s performance, opportunities and strategy are impacted by, and impact, the environment. This review, which is part of the Company’s general risk management process, includes an evaluation of the Company’s material climate-related risks; all material risks identified in the risk management process are assessed by management and reported to the Board. We strive to adhere to environmentally responsible practices and to keep environmental impacts a focus of our research and development initiatives.

Cybersecurity Risks

To guard against the threat of security breaches and cyber-attacks, the Company’s Vice President of Information Technology manages our cybersecurity initiative, which is focused on protecting and preserving the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company. The Vice President of Information Technology works closely with the General Counsel in this effort.

The Audit Committee receives regular reports from the Vice President of Information Technology related to cybersecurity (including any incidents), privacy and security and controls. As part of this, the Audit Committee will review the results of periodic exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our internal preparedness.

In addition, our internal audit team will also periodically review and report to the Audit Committee on aspects of cybersecurity as part of its audits.

People Risks

The Board and our executive team are committed to promoting a healthy and ethical culture throughout the organization. The Board receives regular reports from the Company’s General Counsel, who serves as Chief Compliance Officer, regarding the Company’s compliance program. As part of this, the Board regularly reviews all complaints received through the anonymous whistleblower hotline as well as key data related to ongoing legal proceedings. We also have strict Board reporting obligations such that the General Counsel immediately reports to the Board and Audit Committee Chair any complaint – however reported – regarding an executive officer.

The Board also receives regular reports from our senior management team about our other people-related strategies, programs and initiatives, including recruitment, retention, engagement, training and development, health and safety, talent management and diversity.

Board Structure

Our bylaws provide that the Board shall consist of a number of directors to be determined from time to time by the Board. Pursuant to our Corporate Governance Guidelines (discussed below), the Board’s size is assessed at least annually by the Nominating and Governance Committee and any necessary or advisable changes are recommended to the Board, as appropriate. Our Board currently consists of seven directors classified into three classes of directors, designated Class I, Class II and Class III, with each class to consist, as nearly as practicable, of one-third of the total number of directors then constituting the entire Board and each class to have a three-year term. The Board has three standing committees to assist in discharging its responsibilities: Audit Committee, Compensation Committee and Nominating and Governance Committee.

The following table identifies the current members of the Board, their respective classes, the standing committees of the Board on which they serve, and the chair of each committee as of the date of this Proxy Statement.

Committee Chair

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of management. The Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the right structure may vary for a single company as circumstances change. As such, our independent directors, led by the Nominating and Governance Committee, consider the Board’s leadership structure at least annually, and may modify this structure from time to time to best address the Company’s unique circumstances and advance the best interests of all stockholders, as and when appropriate. In connection with this review, the Board Chair is selected annually by the independent directors.

The Board has determined that the roles of Board Chair and CEO should continue to remain separate, and that it is advisable and in the best interest of the Company to have an independent director serve as Chair. On December 11, 2018, it was determined that Mr. Murray should continue to serve as the chair of the Board. The Board believes that this governance structure will allow Mr. Gawick to focus his time and energy on managing the Company and Mr. Murray to lead the Board in its fundamental role of providing guidance, advice and counsel regarding our business, operations and strategy, and that having a separate chair will better position the Board in evaluating the performance of management and our overall corporate performance. The Board believes that Mr. Murray’s deep knowledge and understanding of our industry, along with his prior experience as a board chair and chief executive officer in other companies, puts him in the best position to lead our Board. In order to ensure continued independent oversight, in the absence of the Board Chair, the chair of the Nominating and Governance Committee would act as Board chair.

Under our current leadership structure, the responsibilities of the Board Chair include:

Board Committees

As noted above, our Board has three standing committees: Audit Committee, Compensation Committee and Nominating and Governance Committee. Each committee has a charter, which is available on our website at http://www.cjenergy.com/about-us/corporate-governance/ under “Corporate Governance.” Stockholders may obtain printed copies of any charter, 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 ShareholderEngagement@cjes.com.

A summary description of each committee, its function and charter, are provided below:

Audit Committee

Our Audit Committee assists the Board in its oversight of the accounting and financial reporting process of the Company, including the review, integrity and/or audit of the Company’s financial statements, the Company’s legal and regulatory compliance, the independent registered public accounting firm’s qualifications, independence, performance and related matters, and the performance of the Company’s internal audit function.

Pursuant to its charter, the purposes, authority and responsibilities of the Audit Committee include the following:

Our Audit Committee meets regularly with our Legal and Finance teams, as well as internal auditors and independent registered public accounting firm, regarding the adequacy of our financial controls and our compliance with legal, tax and regulatory matters and our significant corporate policies. Our Audit Committee also receives regular reports regarding issues such as the status and findings of audits being conducted by the internal and independent auditors, accounting changes that could affect our financial statements and proposed audit adjustments.

In connection with these purposes and to satisfy its oversight responsibilities, our Audit Committee annually selects, engages and evaluates the performance and ongoing qualifications (including independence) of, and determines the compensation for, our independent registered public accounting firm.

Our Audit Committee chair routinely meets between formal committee meetings with our CFO, Chief Accounting Officer ("CAO") and other members of our Finance team, as well as our General Counsel and other members of our Legal team, our internal auditors and our independent audit firm.

While our Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of our Audit Committee to plan or conduct audits, to determine that our financial statements are complete and accurate or to determine that such statements are in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and other applicable rules and regulations. Our management is responsible for the preparation of our financial statements in accordance with U.S. GAAP and our internal controls. Our independent registered public accounting firm is responsible for the audit work on our financial statements.

The current members of the Audit Committee are Messrs. Roemer (chair), Kennedy and Mueller. Our Board has determined that all members of our Audit Committee are independent as that term is defined by the listing requirements of the NYSE and by Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. Additionally, our Board has determined that each member of the Audit Committee is financially literate, and that Mr. Roemer has accounting and financial expertise that is advantageous for service as chair. Our Board has also determined that Messrs. Roemer and Mr. Kennedy are each an “audit committee financial expert” following a determination that each met the criteria for such designation under the rules and regulations of the SEC. For information regarding Messrs. Roemer’s and Kennedy’s business experience please read “Directors and Nominees—Director Biographies and Qualifications.”

Compensation Committee

Our Compensation Committee assists the Board in discharging its responsibilities with regard to executive compensation, as well as the compensation of our outside directors. The Compensation Committee also has oversight of risks relating to our overall compensation and benefit plans, policies and programs.

Pursuant to its charter, the purposes, authority and responsibilities of the Compensation Committee include the following:

Among other responsibilities, the Compensation Committee annually reviews and approves the compensation structure for the Company’s CEO and executive officers, including base salary, annual cash incentive and long-term incentives. As part of this, the

Compensation Committee will review incentive compensation and equity-based plans, and, at least annually, advise management and the Board on the design and structure of the Company’s compensation and benefits programs and policies and approve changes thereto, or to recommend changes to the Board, as the Compensation Committee determines appropriate. The Compensation Committee is also responsible for approving all employment agreements related to our executive officers. Additionally, following each stockholder meeting at which “say-on-pay” resolutions are proposed for a stockholder advisory vote, the Compensation Committee will review the results of the stockholder advisory vote, and consider whether to make any adjustments to our executive compensation program.

In addition, our Board has delegated to the Compensation Committee the responsibility for establishing, implementing and monitoring the compensation for our outside directors. Our Compensation Committee establishes, reviews and approves the compensation of our directors and makes appropriate adjustments based on their performance, duties and responsibilities and competitive environment. Our Compensation Committee’s primary objectives in establishing and implementing director compensation are to:

Under its charter, our Compensation Committee has the authority to select, retain, approve the fees and other retention terms of, and terminate the services of an independent compensation consultant or other experts to assist the Compensation Committee in fulfilling its responsibilities, including the evaluation of the compensation of our executive officers and directors.

The current members of the Compensation Committee are Messrs. Kennedy (chair), Brightman, Mueller, Roemer and Zawadzki, each of whom our Board has determined to be independent and eligible for service on the Compensation Committee under the rules and regulations of the SEC and the NYSE.

Nominating and Governance Committee

Our Nominating and Corporate Governance Committee is responsible for the oversight of risks relating to corporate governance, Board organization, membership and structure, and succession planning for our senior management team, including our CEO.

Pursuant to its charter, the purposes, authority and responsibilities of our Nominating and Governance Committee include the following:

In connection with these purposes, our Nominating and Governance Committee evaluates potential new members of our Board, actively monitors and advises the Board about appropriate corporate governance practices, evaluates director independence under the applicable standards, and identifies the qualities and characteristics necessary for an effective CEO.

Our Nominating and Governance Committee is responsible for developing and recommending to the Board appropriate criteria for selecting new directors and actively seeking out candidates for recommendation to our Board. In considering candidates for our Board, our Nominating and Governance Committee considers the entirety of each candidate’s credentials. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by our Nominating and Governance Committee, as different factors may assume greater or lesser significance at particular times. Furthermore, the needs of our Board may vary in light of its composition, and our Nominating and Governance Committee’s perceptions about future issues and needs. However, while the Board does not maintain a formal list of qualifications, in making its evaluation and recommendation of candidates, our Nominating and Governance Committee may consider, among other factors, diversity, age, skill, experience in the context of the needs of our Board, independence qualifications and whether a prospective nominee has relevant business and financial experience, industry or other specialized expertise and a high moral character.

Our Nominating and Governance Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by our Nominating and Governance Committee or stockholder recommendations. Our Nominating and Governance Committee does not typically alter the manner in which it evaluates candidates based on whether the candidate is recommended by a stockholder. In evaluating a candidate’s relevant experience, our Nominating and Governance Committee considers previous experience as a member of our Board.

The current members of the Nominating and Governance Committee are Messrs. Mueller (chair), Brightman, Kennedy, Roemer and Zawadzki, each of whom our Board has determined to be independent under the rules and regulations of the SEC and the NYSE.

Each of our directors attended at least 75% of the meetings of the Board and the committees on which he served in 2018. Pursuant to our Corporate Governance Guidelines, directors are expected to attend meetings of the Board and of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are encouraged but not required to attend our annual stockholder meetings, and the Company will make all appropriate arrangements for directors who choose to attend. Four of our directors attended our 2018 annual meeting of stockholders.

From time to time between meetings, Board and committee members confer with each other as well as with management and independent consultants regarding relevant issues, and representatives of management may also meet with such the consultants on behalf of the Board or relevant committee.

Board Governance

We are committed to adhering to sound principles of corporate governance. Our Board has adopted Corporate Governance Guidelines and charters for the standing committees, which together with the Company’s certificate of incorporation and bylaws form the framework for the governance of the Company and promote the effective functioning of the Board, its committees and the Company. The Nominating and Governance Committee periodically, and at least annually, reviews our Corporate Governance Guidelines and leads the committees in review of their respective charters to ensure that they reflect the Board’s corporate governance objectives and commitments. Any proposed modifications to the Corporate Governance Guidelines are presented to the Board for its approval.

A discussion of certain key matters governed by the Corporate Governance Guidelines follows immediately below, and summaries of each committee charter are set forth above under “—Board Committees.” The Corporate Governance Guidelines and committee charters are available on our website at http://www.cjenergy.com/about-us/corporate-governance/ under “Corporate Governance.” Stockholders may also obtain printed copies of these documents, 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 ShareholderEngagement@cjes.com.

Executive Sessions

To facilitate candid discussion among the directors, our non-employee directors regularly meet in executive session as part of Board and Committee meetings. Generally, executive sessions are held without management present. Executive sessions are consistently held in conjunction with regular Board and/or committee meetings. The chair of the Board or of the respective committee presides at each executive session in conjunction with Board and/or committee meetings.

Board Tenure

Our Board evaluates its composition holistically, in the context of our long-term strategy, future needs and current business environment, among other considerations. The Board does not believe it is in the best interest of the Company and its stockholders to establish limits on director service. As an alternative to term limits or mandatory retirement requirements, the Nominating and Governance Committee will review each director’s continuation on the Board during the final year of such director’s term. This will allow each director the opportunity to confirm such person’s desire to continue as a member of the Board, and it allows the Board the opportunity to routinely assess the skills and characteristics required of directors in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders.

Board Access to Independent Advisors and Our People

Our Board and each committee has the power to hire independent legal, financial or other experts and advisors as it may deem necessary, without consulting or obtaining approval of any executive officer of the Company in advance.

Directors have full and free access to officers and employees of the Company, and they are encouraged and provided opportunities to talk directly to any officer or employee regarding any questions or concerns the director may have.

Annual Performance Evaluations, Review of Committee Charters

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. The Board, each committee and each director conduct a self-evaluation of its performance and effectiveness on an annual basis. The Nominating and Governance Committee leads and oversees this evaluation process focused on three components: (1) the Board, (2) Board committees and (3) individual directors.

In addition to evaluating composition and effectiveness, the Nominating and Governance Committee also assists each Committee in the review and evaluation of its charter. The chair of each committee then reports to the full Board about the committee’s annual evaluation of its performance and evaluation of its charter.

Management Performance Evaluation and Succession Planning

Each year, the Nominating and Governance Committee will lead the Board in the annual performance review of our CEO. The Nominating and Governance Committee may also review the performance of the other members of our executive team as deemed appropriate, including in connection with the Company’s succession planning.

The Nominating and Governance Committee will meet annually on succession planning for our CEO, as well as for the other members of our executive team in consultation with our CEO, and succession planning of our senior accounting and financial personnel in consultation with the Audit Committee, so that qualified candidates are available for executive positions, including in emergency situations, and so that development plans are being utilized to strengthen the skills and qualifications of candidates.

Stock Ownership Guidelines

The Board expects all directors and executive officers to display confidence in the Company by requiring directors and officers to hold a significant amount of our common stock. The Board has established meaningful stock ownership guidelines for all non-employee directors and executive officers, which includes a requirement to retain ownership of at least 50% of the net after-tax shares of common stock pursuant to any equity-based awards received from the Company unless such person has met and is in compliance with the applicable ownership requirements. The Compensation Committee periodically assesses these guidelines and our directors’ and executive officers’ stock ownership relative to the guidelines, and makes recommendations as appropriate. For a description of the stock ownership guidelines applicable to our non-employee directors and executive officers, please see “Compensation Discussion and Analysis—Stock Ownership Guidelines.”

Director Orientation and Continuing Education

The Nominating and Governance Committee is responsible for developing and annually evaluating orientation and continuing education programs for directors, and for making appropriate recommendations to the Board.

Service on Other Boards

Our directors are expected to limit their other board memberships to a number which permits them, given their individual circumstances, to responsibly perform all of their director duties. No director may serve on the board of directors of more than three other public companies, unless the Board approves an exception. None of our directors currently serve on the board of directors of more than three other public companies.

Communications with the Board

Our Board welcomes communications from our stockholders and other interested parties. The Board has established a process for all interested parties to send communications, other than sales-related communications, to one or more of its members, including to the independent or non-management directors as a group. Interested parties may contact the Board, any Committee of the Board, or any Board member (including the chair of the Board), by writing to them at the following address:

C&J Energy Services, Inc.

3990 Rogerdale Rd.

Houston, Texas 77042

Attn: General Counsel and Corporate Secretary

ShareholderEngagement@cjes.com

The envelope containing each communication, or the email subject line, should be clearly marked as “Board of Director Communication” and clearly identify the intended recipient(s) of the communication so that the communication can be forwarded to the specified parties.

Our General Counsel will review and forward, as expeditiously as reasonably practicable, each communication received to the addressees if the communication falls within the scope of matters generally considered by our Board.

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:

		Strong Governance Practices •  Directors elected by majority vote in uncontested elections   •  Regular executive sessions   •  Annual Board and committee evaluations   •  Meaningful stock ownership guidelines   •  Clawback policy   •  Directors and employees prohibited from hedging Company stock   •  Directors and employees prohibited from pledging Company stock   •  No Company funds or assets permitted for political purposes   Independent Oversight •  All but 1 director is independent   •  Independent chair   •  Nominating and Governance Committee chair, who is independent, to preside     in the Board Chair’s absence   •  Committees composed entirely of independent directors who meet applicable     heightened standards

Foundation for Certain Governing Document Provisions

Upon emergence from the Chapter 11 financial restructuring in January 2017, the Company adopted a certificate of incorporation and bylaws that contained provisions regarding, among other things, a classified board and certain supermajority provisions. The Company’s certificate of incorporation requires a supermajority vote to amend C&J’s bylaws and portions of the certificate of incorporation. The supermajority requirements are limited to fundamental corporate governance provisions and serves as a protection against arbitrary amendment to certain provisions. These provisions provided stability and were seen as being necessary, appropriate and in the best interest of the Company and our stockholders at that time.

The Board recognizes that the general sentiment among the investment community with respect to these provisions varies, and the Company engages with our stockholders to understand their views on these important governance matters. As discussed above, overall stockholder feedback during our 2018 outreach was understanding of the benefits and rationale for the continuance of these governance provisions at this time, and multiple stockholders expressly supported their continuance.

Our Board continues, and will continue, to routinely evaluate the necessity and appropriateness of our governance structures and solicit feedback from stockholders, including regrding the classified board and certain super majority provisions. After careful consideration, with siginificant weight given to stockholder feedback on these points, our Board has determined that at this time, it is not in the best interest of the Company or its stockholders to change these governance structures. The Board believes that, in light of the Company’s relatively recent emergence from bankruptcy and current volatility in the oilfield services industry, the classified structure and supermajority vote provisions contribute to the Company’s stability and continuity of leadership and strategies and enhances the ability of our Board to look to the long-term best interest of the Company and our stockholders. Our Board strongly believes that these provisions do not diminish the rights of our stockholders generally, or come at the cost of directors’ accountability to our stockholders.

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, CFO, 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 2018 or in 2019 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/ . 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 ShareholderEngagement@cjes.com.

Other important corporate policies and practices include the following:

2 People EXECUTIVE MANAGEMENT TEAM 30 SHARE OWNERSHIP INFORMATION 33 Section 16(a) Beneficial Ownership Reporting Compliance 33 Largest Owners of Company Stock 33 Security Ownership of Management 34 Equity Compensation Plan Information 35 TRANSACTIONS WITH RELATED PERSONS 36 Policies and Procedures for Identifying, Assessing and Approving Related Persons Transactions 36 Related Persons Transactions 37

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act (“Section 16(a)”) requires our executive officers and directors, and any persons who own more than 10% of a registered class of the Company’s equity securities (the “Section 16 Reporting Persons”), to file with the SEC reports of ownership of the Company’s equity securities and changes in reported ownership. The Section 16 Reporting Persons are required by SEC rules to furnish us with copies of all Section 16(a) reports that they file.

Based solely on a review of the reports furnished to the Company by, or written representations from, the Section 16 Reporting Persons that all reportable transactions were reported, we believe that during the fiscal year ended December 31, 2018, the Section 16 Reporting Persons timely filed all reports that such persons were required to file under Section 16(a) of the Exchange Act.

EQUITY COMPENSATION PLAN INFORMATION

The C&J Energy Services, Inc. 2017 Management Incentive Plan (the “MIP”), effective as of January 6, 2017, provides that a maximum of 8,046,021 shares of our common stock may be issued or transferred pursuant to awards under the MIP. Persons eligible to receive awards under the MIP include our non-employee directors and our employees. As of April 4, 2019, 4,923,403 shares remained available for future issuances of equity awards under the MIP.

The following table sets forth certain information regarding the MIP as of December 31, 2018:

TRANSACTIONS WITH RELATED PERSONS

The Board has adopted a Related Persons Transactions Policy (the “Related Persons Transactions Policy”), which provides guidelines for the review and approval of transactions or arrangements involving the Company, on one side, and, on the other side, and 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 (each, a “Related Person” and a “Related Persons Transactions”). As a matter of good corporate governance and to assist us in complying with SEC disclosure obligations, the Related Persons Transactions Policy specifically covers any transaction (i) in which the aggregate amount involved exceeds or may be expected to exceed $120,000 in any calendar year, (ii) the Company is or will be a participant, and (iii) any Related Person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

Any Related Persons Transactions are also subject to our Code of Conduct, which restricts our people 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 our Code of Conduct, conflicts of interest occur, among other scenarios, when private or family interests interfere, or appear to interfere, in any way with C&J’s interests.

As a best practice and matter of good corporate governance, we discourage any 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 the Company’s best interests and the best interests of our stockholders. Since the beginning of 2018, there were no new Related Persons Transactions under the relevant standards.

Procedures for Identifying, Assessing and Approving Related Persons Transactions

Under the terms of our Code of Conduct, our General Counsel is primarily responsible for developing and implementing procedures and controls for the identification, assessment and approval of any proposed transaction or arrangement that may constitute a potential conflict of interest, including with respect to Related Persons Transactions. Our General Counsel is required to report to the Board any actual or potential conflict of interest involving a Related Person, and the Board will determine whether a conflict of interest exists and whether it is appropriate to approve or disapprove such transaction. Board approval is required prior to the consummation of any proposed transaction or arrangement that involves a Related Person. Any director who has an interest in the transaction will be recused from the review and approval process.

Pursuant to our Related Persons Transactions Policy, the Audit Committee is required to review the material facts and either approve or disapprove, those Related Persons Transactions, in which (1) the aggregate amount involved exceeds, or is expected to exceed, $120,000 in any calendar year and (2) any Related Person has or will have a direct or indirect interest (other than solely as a result of being a director of, or holding less than a 10% beneficial ownership interest in, another entity).

In determining whether to approve a Related Persons Transaction, the Audit Committee or the Board, as applicable, will take into account, among other factors it deems appropriate with respect to the particular transaction:

If the Related Persons Transaction is approved and entered into, on at least an annual basis thereafter, the Audit Committee is required to review, assess and, as appropriate, ratify any ongoing transaction, arrangement or relationship with the Related Person to confirm that such transaction, arrangement or relationship remains appropriate. Any member of the Audit Committee who is a Related Person with respect to the transaction will be recused from the review and approval process.

We annually distribute a questionnaire to our executive officers and directors requesting certain information regarding, among other things, their immediate family members, employment and beneficial ownership interests. This information is then reviewed for any

potential conflicts of interest or disclosable transaction or arrangement under the Code of Conduct and Related Persons Transaction Policy. At the completion of the annual audit, our Audit Committee and our independent registered public accounting firm review with our General Counsel, any identified transactions with Related Persons and potential conflicts of interest. Additionally, the Nominating and Governance Committee and the Board review any transactions or arrangements involving non-employee directors as part of the annual independence determination.

Related Persons Transactions

Since the beginning of 2018, there were no Related Persons Transactions.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes (1) the principles, objectives, policies and practices of our executive compensation program; (2) the components of our executive compensation program and how the Compensation Committee sets compensation for our executive officers; and (3) decisions made by the Compensation Committee with respect to 2018 executive compensation specifically for to our named executive officers (“Named Executive Officers” or “NEOs”) listed below. To aid in the understanding of the compensation-related disclosures included in this Proxy Statement This CD&A also discusses the history of our executive compensation programs in 2017 and 2018, including the special facts and circumstances giving rise to those programs and their impact on our current executive compensation program. Our Named Executive Officers for 2018 are:

Additionally, in accordance with Item 402 of Regulation S-K, we have provided compensation information for our former CFO, Mark Cashiola , who departed on March 20, 2018, and for Michael Galvan , our continuing Senior Vice President—Chief Accounting Officer and Treasurer, who served as interim CFO from March 20, 2018 until Mr. van Gaalen’s appointment as CFO on September 17, 2018. Mr. Galvan continues to be part of our executive team. Biographical information about each of our executive officers is included under “Executive Management Team” in this Proxy Statement.

Review of Executive Compensation Program in Light of Last Year’s Say-on-Pay Results

We are committed to using executive compensation as a way to align closely the interests of management and our stockholders and to retain and incentivize key talent. We have faced unique challenges relating to our executive compensation in recent years, including a need to respond to our evolving status as a company that emerged from bankruptcy in 2017 with no employee equity and limited historical performance-based compensation, our quick transition in 2017 to public company status after our re-IPO and important changes to our organization and business throughout 2018. At the 2018 annual meeting of stockholders, we received a 58.5% vote on our say-on-pay proposal to 2017 NEO compensation. To ensure responsiveness to stockholders, our Compensation Committee oversaw a comprehensive review of our executive compensation programs in 2018 and 2019, working with management, consulting with external compensation advisors and incorporating extensive feedback from our stockholders. Our process for review is summarized below.

We believe that key changes made to our compensation in 2019, as compared to 2018, and, in part, 2017, reflect deeply the input of our stockholders and of the current market for executive compensation. In December 2018, following robust discussion and evaluation of our executive compensation program against the data and analysis provided by Pearl Meyer & Partners, the Compensation Committee’s independent compensation consultant (“Pearl Meyer”), the Compensation Committee made the determinations summarized below.

Recent History of Executive Compensation Programs

In explaining its review of compensation in response to the 2017 compensation say-on-pay vote, our Compensation Committee finds it important to highlight to stockholders our recent history as it affects executive compensation, namely: (1) the challenges we faced upon emergence from a Chapter 11 financial restructuring in early January 2017, which created a need for special and isolated compensation decisions in 2017 that are not expected to recur; (2) our initiative to looking forward to long-term financial performance following this emergence, which led to the establishment of annual compensation awards in late 2017 as a way of setting up 2018 compensation; and (3) our maturation into a more established company in 2018, which led us to adopt 2019 executive compensation that more closely follows the competitive compensation practices of peers and continues to take into account the accretion of stockholder value.

Compensation for 2017

2017 compensation represented a one-time, short-term response to an isolated and unusual scenario. Following severe industry downturn, in July 2016, our Predecessor Companies voluntarily filed for reorganization under Chapter 11. On January 6, 2017, after a complex financial restructuring, we emerged from the Chapter 11 proceeding positioned for sustainable growth.

Upon emergence, we faced the challenge of retaining and motivating a management team, which had experienced severe changes in its compensation before and during our reorganization, to guide our business effectively in a complicated post-emergence period and to continue a focus on building stockholder value. At the time, none of our employees owned any Company stock, as we had cancelled all prior C&J equity (including outstanding equity awards) and issued all of our stock as a reorganized company to our secured lenders who became our new stockholders upon emergence under the terms of the Restructuring Plan. Additionally, before our emergence, we had taken several austerity measures that curtailed non-equity compensation, paying no cash bonuses in 2015 and 2016, reducing salaries by 10% across the organization (including for the NEOs) in 2016 through part of 2017, eliminating our employer 401(k) match for 2016 and the first half of 2017 and reducing or illuminating other benefits and perquisites in 2015 and 2016. To complicate this backdrop, our common stock was delisted in connection with the Chapter 11 proceeding, so upon emergence we began immediately preparing for an underwritten public offering of our common stock and re-listing on the NYSE (our “re-IPO”), which required us to consider the interests of public stockholders in our executive compensation. The re-IPO ultimately closed in April 2017.

After consultation with the independent compensation consultant, Pearl Meyer, and outreach from stockholders (described in more depth in “Say-on-Pay Results and Stockholder Engagement” below), our newly-constituted Board and Compensation Committee determined to provide (1) special non-recurring awards, including a time-vesting equity award tied to our emergence and a performance-based cash award tied to our re-IPO, and (2) an annual short-term cash performance-based incentive plan.