Compensation & Management Development Committee

Compensation & Management Development Committee

Compensation & Management Development Committee

The Compensation Committee assists the Board in its oversight of (a) Praxair’s compensation and incentive policies and programs, and (b) management development and succession, in both cases particularly as they apply to Praxair’s executive officers.  In furtherance of these responsibilities, the Compensation & Management Development Committee, among other duties,

(1) determines Praxair's policies relating to the compensation of executive officers and assesses the competitiveness and appropriateness of their compensation and benefits;

(2) determines the salaries, performance-based variable compensation, equity awards, terms of employment, retirement or severance, benefits, and perquisites of executive officers;

(3) approves corporate goals relevant to the CEO's compensation, evaluates the CEO's performance in light of these goals and sets the CEO's compensation accordingly;

(4) reviews management's long-range planning for executive development and succession, and develops a CEO succession plan;

(5) reviews design, administration and risk associated with Praxair's management incentive compensation and equity compensation plans; and 

(6) reviews periodically the Company's diversity policies and objectives, and programs to achieve those objectives.

Compensation & Management Development Committee Charter

The Compensation and Management Development Committee shall have responsibility for advice and counsel to management regarding, and oversight of, and the Corporation’s compensation and incentive programs, and management development and succession. In discharging these responsibilities, the Committee shall:

  1. Determine the Corporation’s policies relating to the compensation of Executive Officers. 
  2. Review and approve corporate goals and objectives relevant to the Chief executive officer’s (“CEO”) compensation, evaluate the CEO’s performance in light of those goals and objectives, set the CEO’s compensation level based on this evaluation, and provide to the Board’s Executive Session Presiding Director the results of such evaluation for the purpose of an Annual Performance Review of the CEO. 
  3. Review and make recommendations to the Board with respect to the adoption, amendment and termination of the Corporation’s management incentive-compensation and equity-compensation plans, oversee their administration and discharge any duties imposed on the Committee by any of those plans; 
  4. Assess the competitiveness and appropriateness of, determine, and authorize the salaries, variable compensation, long term incentive plan awards, terms of employment, retirement or severance, benefits, and perquisites of the Executive Officers of the Corporation, including compensation related to the Executive Officer’s service to any subsidiary, special purpose entity, or other affiliate of the Corporation, and subject to the limitations set forth in the applicable plans pursuant to which such compensation or awards are to be granted or determined; 
  5. Review and discuss, at least annually, incentive compensation policies and practices applicable to all employees generally, to confirm that incentive compensation programs do not encourage risk taking that could be reasonably likely to have a material adverse effect on the company. 
  6. Authorize the granting of variable compensation and equity awards to other employees and delegate to the CEO, to the extent the Committee deems appropriate, the authority to allocate such awards among employees other than the Executive Officers, subject to the limitations set forth in the applicable plans pursuant to which such compensation or awards are to be granted; 
  7. Review management’s long-range planning for executive development and succession, and develop a CEO succession plan; 
  8. Review the Compensation Discussion and Analysis (“CD&A”) prepared by management and furnish an accompanying statement certifying the Committee’s review of the CD&A and approval for publication, in accordance with applicable rules and regulations, and review and approve, prior to publication, the executive compensation sections of the proxy statement; 
  9. Establish stock ownership guidelines for Executive Officers and monitor compliance therewith; 
  10. Review periodically Executive Officer transactions in the Corporation’s stock and approve such transactions to the extent required by applicable rules for their exemption from short-swing profit liability under Section 16(b) of the Securities and Exchange Act of 1934; 
  11. Review periodically the Corporation’s diversity policies and objectives, and programs to achieve those objectives; 
  12. Perform other review functions relating to management compensation and Human Resources policies as the Committee deems appropriate; and 
  13. Conduct an evaluation of the Committee’s performance and charter at least annually, and recommend to the Board such Committee Charter changes as the Committee deems appropriate.
  14. The Committee shall have the resources, funding and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of any compensation consultants, outside legal counsel or other advisors to the Committee (each, an "Advisor"), as it deems appropriate, without seeking approval of the Board or management.  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor it retains.  To the extent required by NYSE rules, the Committee may select or receive advice from an Advisor only after taking into consideration all factors relevant to the Advisor's independence from management, including the factors set forth in the NYSE rules.  Although the Committee is required to consider these factors, it is free to select or receive advice from an Advisor that is not independent. 

The Committee shall be comprised solely of independent directors according to independence standards established by the Governance and Nominating Committee consistent with applicable statutes, regulations, and New York Stock Exchange Listing Standards.

The Committee shall have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees as it deems necessary or desirable.

A majority of the members of the Committee shall constitute a quorum for the transaction of business, subject to the provisions of Article II, Section 6 of the Corporation’s by-laws regarding the appointment of a substitute director to act in the place of any absent or disqualified Committee member.

The vote of a majority of the members and substitute members present at any meeting at which a quorum is present shall be the act of the Committee.

The Committee Chairman shall have the authority to call a special meeting of the Committee whenever s/he deems such meeting necessary or desirable.

The Chairman shall regularly make a report to the Board regarding the Committee’s activities.